Acquisition International March 2012

March 2012 /

In this Issue/

6

DEAL GURU:

8

SECTOR TALK:

The English Legal Market Travel & Leisure Deals

28 SECTOR SPOTLIGHT:

Corporate Immigration Review

DOING BUSINESS IN HUNGARY

2012 CORPORATE TAX REFORM

— Ranked 10th among the world’s leading 60 economies on consultancy / 10

OFFSHORE REPORT

www. ACQUISITION-INTL .com

— The global fiscal crisis still continues to reshape the economic landscape / 12

— AI speaks to John Westwood of Blacktower Financial Management Group / 13

What’s underneath?

As one of the world’s largest actuarial consulting firms, and a trusted advisor to many of the world’s largest insurance M&A deals, we combine actuarial excellence with in-depth expertise of the insurance industry. We help clients to look beyond the obvious and to identify and quantify the key risk and value drivers associated with complex insurance transactions.

For more information, please contact Scott Mitchell: scott.mitchell@milliman.com or +41 44 287 8062.

CONTENTS:

March 2012

Editors Comment Currently economic fundamentals are bearish, as the economy has gained some traction in recent months, and activity in the labour market is finally improving with significant headwinds remaining.

Across the water the U.S. economy has expanded at a 2.8% rate in the fourth quarter of 2011, the best results for a year and half.

CONTENTS — March 2012

The global M&A market started the year slowly in January. The number of transactions decreased 9.0% to 2,570. After a strong December for announced dollar volume, this metric declined 33.3% to $112.1 billion.

In the U.S, despite a continued trend of increases in M&A deal counts, the lack of big transactions again kept overall dollar volume in January.

In Europe the deal total dropped 26.9% to 800, the lowest monthly figure since late 2010, whilst in the UK the deal count fell 16.7% to 205 in January.

In Germany, the deal count in January decreased 7.2% to 142, with the M&A market in Asia (ex. Japan) followed a fab December with a disappointing January. The deal count declined 27.3% to 349, the lowest total in almost two years.

Reported dollar volume plummeted 59.9% to $10.6 billion, which represented the least volume since February 2009. Deal activity was strong to start the year in Japan, with deal count in January grew 23.9% to 197, in line with the. Cross-border deal count was on the up but the contraction in domestic deal activity dampened the overall total.

This month, Acquisition International speaks to the deal makers across the globe that despite the decrease in deal flow and climate are still getting the deal through! Plus, of course, AI is rammed with numerous country and specialist reviews.

Enjoy the Issue!

Charlotte Abbott, Editor charlotte.abbott@acquisition-intl.com

ON THE COVER - DOING BUSINESS IN HUNGARY : /10

The country ranked 10th among the world’s leading 60 economies on consultancy.

NEWS: /04

The Latest News stories from around the world.

DEAL GURU: /06

The English Legal Market— and new Acquisition Opportunities.

SECTOR TALK: /08 Travel & Leisure Deals Powered by Prequin.

How to get in touch AI welcomes news and views from it’s readers.

Corrospondence should be sent to; Address/ Acquisition International, Blakenhall Park, Barton under Needwood, Burton on Trent, DE13 8AJ. Tel/ 0844 809 4788 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com Find us on/

Publication Production by Tabias Ltd.

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DEAL DIARY: /63

The Latest Acquisitions from around The World.

SECTOR SPOTLIGHT: /28

Corporate Immigration Review

/12 /13 Doing Business in Egypt /14 Intellectual Properrty through M&A /15 Doing Business in Switzerland /18 Employment Law Matters /21 Cross Border Investment /24 When Litigation is the only option /26 Corporate Immigration Review /28 Doing Business in Mexico /32 The Construction Industry /33 Aerospace & Defence M&A Report /36 Transfer Pricing /37 Doing Business in Uruguay /42 Maritime Disputes /43 The Future for Corporate Dispute /45 Relocation, Relocation, Relocation /49 Doing Business in Croatia /54 Doing Business in Romania /55 Doing Business in Macedonia /57 Doing Business in Macedonia & Estonia /58 Doing Business in Serbia /59 Doing Business in Bulgaria /60 Doing Business in Bosnia & Herz. /61 2012 Corporate Tax Reform Offshore Report / Gibraltar

March 2012 /

3

NEWS:

From Around the World

A DELEGATION — From Guernsey has been in Moscow to raise the Island’s profile as an international investment funds centre The team was led by Fiona Le Poidevin, Deputy Chief Executive of Guernsey Finance – the promotional agency for the Island’s finance industry.

GREENPARK CAPITAL — Opens in Hong Kong, appoints Head of Asia Greenpark Capital (“Greenpark”), a global leader in mid-market private equity secondaries, has announced the launch of a new office in Hong Kong, to be headed by Chin Chin Teoh.

Ms Teoh, who will take the newly created role of Head of Asia, joins from Bank of America Merrill Lynch, where she was Managing Director and Co-Head of the Asia Private Equity Group.

The itinerary included a series of meetings with investment managers, private banks, accountancy firms and law firms as well as attending the Russian Fund Forum which attracted around 150 delegates over two days at the Moscow Marriott Grand Hotel.

At Greenpark, Ms Teoh will head up the Asia-Pacific operation, playing a leading role in the firm’s emerging markets initiative with the IFC (International Finance Corporation). In addition, she will be responsible for sourcing investments across the region for Greenpark’s funds.

The opening of the new office comes at a time of increasing interest in private equity secondaries in Asia. Record funds have been raised in the region in recent years which, combined with a reduction in exit activity, is forcing LPs to seek liquidity through other routes. Estimates suggest deal flow in Asia could reach over $1bn a year in the coming years.

Miss Le Poidevin said: “Guernsey has attracted very well known and highly respected names in the Russian funds world such as VTB, Renaissance and Baring Vostok to either establish their own operations in the Island or work with the local service providers. Now we are looking to build on this success and raise Guernsey’s profile further in Moscow so that we can take advantage of the economic and social developments in Russia to bring more investment funds business to the Island.

Last year, Greenpark won a mandate from the IFC to collaborate on an emerging markets initiative. IFC, a member of the World Bank Group, is the largest global development institution focused on the private sector in developing countries. The partnership brings together Greenpark’s deep expertise in secondaries with IFC’s network, resources and intelligence in emerging markets.

We held an initial fact-finding visit to Moscow in May last year and that helped us enormously in understanding the opportunities for Guernsey within the Russian market. It meant that we were able to have more targeted meetings and put across refined messages during this visit when we were both strengthening existing relationships and developing new contacts who are local fund specialists.

We were very well received and there was a positive response to our message. It was interesting that the conference largely focused on the potential for investment into Russia and especially within private equity and real estate because Guernsey’s strength is in providing structuring and listing capabilities to help facilitate this business, in particular within these sectors.

Prior to Greenpark, Ms Teoh spent 14 years at Bank of America Merrill Lynch, initially in the Leveraged Finance Group and Global Private Equity Group, with a focus in Asia.

The Russian market is still relatively immature which means that there is much more potential for the future but there are already opportunities and we need to make sure that Guernsey is within the first tier of jurisdictions under consideration for this work.”

The Guernsey delegation was in Moscow from Monday 27 February through to Thursday 1 March, which came just ahead of the Presidential elections held last Sunday [4 March] and which saw President Putin re-elected for another term. The Guernsey team comprised Miss Le Poidevin, Carey Olsen’s Andrew Boyce, Patricia White from Legis, Jonathan Robbins of Mercator and Andrew Whittaker from Ipes. Guernsey representatives from the offices of Butterfield Trust, Renaissance and KPMG were also in Moscow at the same time.

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/ March 2012

Chin Chin Teoh, Head of Asia at Greenpark Capital, commented: “I am delighted to be joining Greenpark at this exciting time.

Institutional investors and general partners in Asia are rapidly opening up to private equity secondaries, and the region is set to become a major source of capital and deals. This is a unique opportunity to join one of the world’s most established private equity secondaries players and to help build a major new operation in the Far East.”

Marleen Groen, CEO of Greenpark Capital, commented: “We are delighted to welcome someone with Chin Chin’s experience and ability to our team, and we look forward to building the team with her over the coming years. The new Asia operation is a crucial element of our global expansion plans, and will improve our relationships with local institutions that are becoming increasingly interested in private equity secondaries solutions.”

ACQUISITION INTERNATIONAL

NEWS:

From Around the World

STRATHCLYDE — Business School opens its doors to industry Strathclyde Business School is aiming to attract interest from employers and corporate partners both in Scotland and further afield, by giving employers an opportunity to learn more about the benefits of postgraduate education at an open day.

The businesses school, which is one of only 55 in the world to be triple accredited, holding accreditation from the international bodies, AMBA, AACSB and EQUIS, has previously worked with a range of private companies and organisations including William Grant & Sons and Babcock International to design bespoke business education programmes which aim to develop leadership and management skills amongst employees.

Attendees will be able to experience a series of sample lectures, take part in Q & A sessions with teaching staff and discuss the individual postgraduate programmes with departmental representatives who will be available throughout the day at Strathclyde Business School’s Cathedral Street building.

There will also be an opportunity to “get engaged with SBS”, with staff on hand to discuss the Centre for Corporate Connections, a dedicated unit which coordinates industry and academic partnerships within the university and its alumni network to enable and deliver new, innovative research, teaching, consulting and knowledge exchange.

Professor Susan Hart, Dean of Strathclyde Business School said: “By investing in staff through education, companies will see the benefits immediately. Employees are attracted to businesses who offer career development and as a result, by offering executive education, businesses can attract and retain the best candidates.

“Executive education programmes also develop the skills needed to create the leaders businesses need to grow. As a leading business school, we pride ourselves on delivering one of the best business education programmes in Europe.

“Working with organisations ranging from multinationals to SME’s in the last five years we have gained unrivalled experience in the development of bespoke executive education programs and have seen the courses we provide go from strength to strength.

“We hope this open day will demonstrate the benefits of executive education to more businesses, showing them how, by working together, we can create tailor made programmes which get the best out of employees.”

ACQUISITION INTERNATIONAL

FORMER DYSON CEO — appointed as a Director of Montagu Montagu, the European private equity firm, announces the appointment of Martin McCourt, formerly the CEO of Dyson, as a Director of Montagu Private Equity Associates.

At Montagu, Martin will use his industrial expertise to work with portfolio company management teams on developing and growing their businesses. Martin will also assist with new investment opportunities.

Martin has spent over 35 years working in manufacturing, design and marketing for brands such as Mars, Duracell, Toshiba and Pelikan. Most recently, Martin completed 15 years with the Dyson Group. As CEO of the company for the last 11 years, he devised and implemented a highly successful growth strategy for Dyson, increasing the product range and internationalising the supplier and customer base. During his tenure at Dyson, Martin increased profits tenfold; growing Dyson from a UK focused company to a global business which now delivers 80% of its revenue from international markets.

In 2011 Dyson recorded £1bn revenue for the first time.

Commenting on the appointment, Jason Gatenby, Chief Executive of Montagu, said; ‘Martin is an exceptional individual with a deeply impressive record of growing manufacturing businesses and delivering value for investors.

His achievements at Dyson speak for themselves and I am very pleased that Montagu will be able to benefit from his knowledge and experience. Crowe Clark Whitehill Expand Thames Valley Corporate Finance Team Crowe Clark Whitehill, the national audit, tax and advisory firm, has announced the appointment of mergers and acquisitions (M&A) specialist Simon Jordan (pictured) as a partner in its corporate finance team in the Thames Valley.

Simon Jordan has more than 14 years’ experience providing advisory and transaction support and joins from HMT Corporate Finance. With in-depth knowledge of M&A, buy and builds, disposals, MBO’s, BIMBO’s and debt and equity raising Simon has also worked with VC’s such as Primary Capital, Octopus and Vine Street Capital.

Recent deals include five acquisitions for Six Degrees Technology Group which is backed

by Penta and Clydesdale Bank and the MBO of Lymington Precision Engineers. Andrew Pianca, chief executive, Crowe Clark Whitehill, commented: “Simon’s appointment will bring a significant amount of additional experience to the firm’s Corporate Business Group. In addition to growing the corporate advisory team, he will help us to expand our service offering in the Thames Valley. I’m very pleased to welcome him on board.”Ian Dale, managing partner at Crowe Clark Whitehill in the Thames Valley said: ”For some time we have been looking for the right person to expand our advisory and transaction support business in the Thames Valley and we are delighted that Simon has agreed to join us.”

Simon Jordan commented: “Crowe Clark Whitehill has an extremely successful and well respected office in the Thames Valley and I am very excited about joining the team and continuing the firm’s excellent work there.”

March 2012 /

5

DEAL GURU:

The English Legal Market

THE ENGLISH LEGAL MARKET — and New Acquisition Opportunities

It has been a long time coming but the new framework is in place to facilitate acquisition and ownership of English law firms by non lawyers. For centuries, the provision of certain legal services in England and Wales has been restricted to lawyers in businesses owned by lawyers. The restriction on the service provision remains but the requirement for lawyer ownership has gone.

M&A activity in the UK legal sector is not new.

Before the liberalisation of the lawyer ownership regime, law firms were bought and sold for capital sums. The new regime offers new transaction opportunities in the legal sector and there have been a number of deals done since January 2012, when the procedures for applying for regulatory approval were put in place. The sums paid in these recent deals are significantly larger than before although it is too early in this new market to establish any valuation guidelines.

The deals so far announced give a good indication of what part of the legal market is likely to be most active in the short term. Russell Jones & Walker were acquired by Australian law firm, Slater & Gordon for £53m. Slater & Gordon is listed on the Australian stock exchange and is known for its personal injury litigation practice. About 60% of Russell Jones & Walker’s revenue is from personal injury litigation.

As yet, no established firm in the UK has announced its intention to seek a listing. At the smaller end of the market, In-Deed is an AIM listed company which has stated its intention to acquire consumer facing law firms. It raised £4.5m in 2011 and indicated that more funds could become available.

Another source of M&A activity is the private equity market. The Legal Services Act has taken a few years to become a practical reality and in that time various private equity investors made known their interest

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in exploring the sector. For some this process has resulted in a decision that the sector is not the right place to invest and that allied sectors, such as law firm business process outsourcing represent a better opportunity. Not so for Duke Street which is set to acquire a majority stake in Parabis Group. Parabis provides personal injury litigation services through law firms Plexus Law and Cogent Law. The deal will give Parabis a war chest of around £50m to fund acquisitions with up to five acquisitions being planned for 2012. The ongoing funding will be from a syndicate of banks. Parabis is not a traditional law firm in the sense that the group offers non legal services and which might make it more attractive to investors used to following a buy and build model.

The planned acquisitions include law firms aimed at the insurance market so further activity in this part of the market should be expected.

Palamon Capital has acquired a majority stake in Quality Solicitors. Quality Solicitors is a brand marketing company for a network of around 150 small law firms. The investment is thought to be upwards of £10m. This kind of investment could have been made before the new regime came into place. The threat of new entrants into the UK legal market has resulted in small firms considering new approaches in line with a network model, of which Quality Solicitors is currently the most high profile. This new willingness of law firms to operate differently

will continue to create acquisition opportunities.

Adding legal services as part of an integrated service offering will be a further growth area. In one of the earliest announced deals, UK listed company Quindell Portfolio, acquired personal injury law firm, Silverbeck Rymer at a value of £19m. The interest in personal injury law firms will remain high. The government intends to introduce a ban on the payment of referral fees for personal injury cases in April 2013. Currently law firms can pay a referral fee for the allocation to them of a personal injury case.

For those claims management companies which derive significant income from referral fees, there is one obvious solution to the loss of this revenue: buy the law firm.

All the deals referred to are all subject to the approval of the principal regulator, the Solicitors Regulation Authority. At the moment the liberalisation of law firm ownership is a limited development. The American Bar Association is currently considering non lawyer ownership but seems to have ruled out law firms being able to list. With the English legal market said to be worth around £25bn, that will be sufficient to generate much more transactional activity.

Doug Preece is a partner specialising in m&a for professional services firms at law firm Fox Williams LLP.

ACQUISITION INTERNATIONAL

Eye on the Horizon For 110 years, White & Case has navigated the ever-evolving global marketplace, serving clients in emerging and developed markets.

38 offices. 26 countries.

whitecase.com 06823

SECTOR TALK:

Travel & Leisure Deals

TRAVEL & LEISURE DEALS — Powered by

The travel and leisure sector comprises holiday and tour operators, hotels, restaurants, fitness and gyms, entertainment and other related services. According to Preqin data, this sector has attracted $200bn worth of private equity investment from the period 2006 to present, with 789 deals being recorded during this time.

NO. AND AGGREGATE VALUE OF PE-BACKED BUYOUT TRAVEL AND LEISURE

Deals Globally: H1 2011 - H1 2012 YTD (as at 07/03/2012) Period

No. of Deals

Aggregate Value of Deals ($bn)

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

79 75 76 85 63 62 39 45 48 60 74 60 23

20.3 56.0 31.0 34.3 4.9 3.6 2.1 7.1 8.9 13.9 6.6 10.5 0.7

YTD (as at 07/03/2012)

NUMBER OF PE-BACKED BUYOUT TRAVEL AND LEISURE

Deals by Region: 2006 - 2012 YTD (as at 07/03/2012) Region

2006 2007

North America 74 Europe 64 Asia & ROW 16

Source: Preqin

81 51 29

2008 2009 2010 2011 2012 YTD 48 52 25

40 33 11

54 40 14

55 54 25

14 5 4

During the height of the buyout boom period between 2006 and 2007, the travel and leisure sector saw $141.7bn of investment flow into the industry across 315 deals.

The following two years, however, the industry experienced serious contraction. During 2008 and 2009, the sector witnessed just $17.7bn of new investment - an 87.5% decline in the amount invested in the preceding two years – and deal volume also decreased by 33.6%.

BREAKDOWN OF NUMBER OF PE-BACKED BUYOUT TRAVEL AND LEISURE

Deals by Region: 2006 - 2012 YTD (AS AT 07/03/2012) Region

2006 2007

North America 48% Europe 42% Asia & ROW 10%

50% 32% 18%

2008 2009 2010 2011 2012 YTD 38% 42% 20%

48% 39% 13%

50% 37% 13%

41% 40% 19%

61% 22% 17%

Source: Preqin

From H2 2009 to H2 2010, the aggregate value of private equity deals was slowly on an upward trend, peaking in H2 2010 at a post-Lehman high of $13.9bn across 60 deals. Despite this small rebound in deal activity, data recorded for the H1 2011 period shows that the aggregate value fell by 52.5%. Conversely, the number of deals during the same period (H2 2010 – H1 2011) increased by 23.3%. Looking at more recent data, in 2012 YTD (as at 07/03/2012) there have been 23 buyout deals recorded globally across the travel and leisure sector, amounting to $692mn in private equity investment.

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/ March 2012

ACQUISITION INTERNATIONAL

SECTOR TALK:

Travel & Leisure Deals

AGGREGATE VALUE ($BN) OF PE-BACKED BUYOUT TRAVEL AND LEISURE

Deals by Region: 2006 - 2012 (as at 07/03/2012) Region

2006

North America 55.1 Europe 13.9 Asia & ROW 7.4

2007

2008

2009

2010

2011

2012 YTD

52.3 8.6 4.

2.2 3.8 2.5

4.1 3.0 2.1

13.7 8.5 0.6

5.2 5.3 6.6

0.58 0.07 0.04

Source: Preqin

BREAKDOWN OF PE-BACKED TRAVEL AND LEISURE

The regional breakdown of travel and leisure deals shows that North America appears to be the most attractive place for fund managers to deploy their capital into this industry. This region makes up over half of the total global deal volume this year, with Europe and Asia Rest of World representing 22% and 17% respectively. In terms of aggregate capital, the Asia and Rest of World region has currently had the least amount of investment this year, just $40mn.

North America’s travel and leisure industry has received $581mn and the same sector in Europe has received $70mn.

Deals by Type: 2011 - 2012 YTD (as at 07/03/2012) Type

No. of Deals

Aggregate Deal Value

Add-on LBO Growth Capital Public to Private

30% 50% 13% 7%

6% 74% 3% 17%

Source: Preqin

The types of private equity deal being made within the travel and leisure sector are mostly leveraged buyouts (LBOs) which make up 50% of the total number of deals made between 2011 and 2012 YTD. The industry appears to have seen some consolidation over this period with 47 add-on acquisitions completed. This figure represents 30% of total deal volume. Growth capital and public to private deals make up 13% and 7%, respectively, of total deals completed over the same time period.

There have been two large-cap ($1bn+) leveraged buyout deals announced across the travel and leisure industry from 2011 to 2012 YTD. The biggest deal was witnessed in October last year when Skylark Co., the Japan-based restaurant operator, entered into a definitive agreement to be acquired by Bain Capital for $3.4bn. The selling shareholder was Nomura Group which acquired the company alongside CVC Capital Partners in July 2006.

THE 10 LARGEST PE-BACKED TRAVEL AND LEISURE DEALS

2011 - 2012 YTD (AS AT 07/03/2012) Firm

Website

Investment Type

Deal Gate

Deal Size

Investors

Bought From/ Exiting Company

Primary Industry

Location

Skylark Co., Ltd.

www.skylark.co.jp

Buyout

Oct-11

3,400 USD

Bain Capital

Nomura Group

Restaurants

Japan

QSR Brands Berhad

www.qsrbrands.com

Public To Private

Dec-11 5,240 MYR

-

Restaurants

Malaysia

Mint Hotel NPC International, Inc. Virgin Active Opodo Limited

www.minthotel.com www.npcinternational.com www.virginactive.co.uk www.opodo.co.uk

Buyout Buyout Buyout Buyout

Sep-11 Nov-11 Aug-11 Feb-11

Amadeus

Leisure Restaurants Leisure Leisure

UK US UK UK

CKx, Inc.

www.ir.ckx.com

Public To Private

May-11 511 USD

-

Entertainment

US

The Great Atlantic & Pacific Tea Company

www.aptea.com

Recapitalisation

Nov-11 490 USD

-

Food

US

Buyout

Jun-11

CVC Capital Partners, Johor Corporation Blackstone Group Olympus Partners CVC Capital Partners AXA Private Equity, Permira Apollo Global Management Goldman Sachs Private Equity Group, Mount Kellett Capital Management, Yucaipa Companies Archer Capital

Restaurants

Australia

Public To Private

May-11 470 USD

Quadrant Private Equity -

Restaurants

US

Quick Service Restaurant Holdings California Pizza Kitchen, Inc.

www.cpk.com

600 GBP 755 USD 450 GBP 450 EUR

450 AUD

Golden Gate Capital

Source: Preqin

ACQUISITION INTERNATIONAL

March 2012 /

9

ON THE COVER:

Doing Business in Hungary

DOING BUSINESS — In Hungary 2011 was a positive year for Hungary overall. Cross-border integration of business has been successful and according to Ernst and Young’s fresh Globalization Index Hungary ranked 10th among the world’s leading 60 economies on consultancy, far ahead of its eastern European neighbours.

During 2011 the number of Merger and Acquisitions transactions was up 23% from the previous year and ranked Hungary 4th in the region. According to an analysis by CBRE the value of property transactions in Hungary rose from €180 to €620. In January of this year the Acceleration Indicator (GYIA), a measure of ten economic and financial indicators compiled by business daily Vilaggazdasag edged up 0.04%.

A mild recession is projected for 2012 in Hungary.

This is a reflection of the economic struggle across Europe together with a number of local factors. Tight bank lending and financial conditions along with ongoing deleveraging of the corporate and household sectors and major fiscal consolidation.

Economic research company GKI predicts that household consumption will contract by 2.5% as real wages drop 3.5% and forecasts a 4% fall in investments because of a lack of financing and legal uncertainty. The Hungary Economic Confidence index has dropped to minus 26.8, the lowest it has been in two years. Acquisition International speaks to the experts…

Danubia was established in 1949 and from 1990 it has been a private partnership. Danubia is a full range IP law firm providing services in all fileds of protecting, enforcing intellectual property and doing IP transactions in Hungary and in Europe. Danubia’s patent attorneys are admitted before the European Patent Office and before the OHIM; therefore we actively do IP representation for European patent and Communicty trademark and design cases.

Danubia Patent & Law Office LLC is a partner and deputy managing partner at Danubia Patent & Law Office which is an intellectual Property Law firm.

Danubia’s advantage lies in the high professional knowledge and the long tradition which has provided a key position in IP enforcement and litigation and also in IP prosecution matters.

KK LEGAL Attorneys at Law was founded in 2010, stemming from a proven track record of cooperation dating back to 2006. KK LEGAL provides legal counselling to multinational clients on the whole spectrum of business law and the corresponding areas of law. KK LEGAL offers transactional (M&A, real estate), operational (commercial, corporate, bankruptcy, employment) and multi-functional (banking & finance, competition) legal support, and counsels in litigious and non-litigious procedures.

Dr. Zoltán Kató and Dr. Gyula Kőrösy, partners of KK LEGAL, commented on the factors that have contributed to Hungary ranking 10th on Ernst

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and Young’s fresh Globalization Index, placing the jurisdiction amongst the world’s leading 60 economies on consultancy: “In fact, regarding purely trade figures, Hungary is the fourth most open economy in the world. The rank is attributable to Hungary’s stronghold in research and innovation as well as high level of capital and labor force movement, exchange of technologies and ideas, and cultural integration. As a sign of honoring Hungary’s efforts in developing an open economy, in 2008 the European Institute of Innovation and Technology aiming to promote sustainable growth and competitiveness for the benefit of the EU was established with its headquarter in Budapest.

CAN YOU PLEASE EXPLAIN THE KEY FACTORS CONTRIBUTING TO A PREDICTED RECESSION IN HUNGARY THIS YEAR?

“Hungary’s moves to improve competitiveness have been twofold. On the one hand, the government made significant measures to consolidate the financial condition of the state, and as a result the state budget deficit fell below 3 per cent of GDP and the state debt was also reduced in 2011. On the other hand, the business environment has also been improved by streamlining taxation rules, introducing new investment forms, simplifying corporate procedures and making e-communication the norm in all court proceedings.

In Hungary the lack of inflow of capital cannot be set off by the reluctant banking industry’s lending activity, so Hungarian small and medium size businesses struggle for survival. It seems that just like elsewhere, the Hungarian economy is at the mercy of the leading economies. Hungary is clearly clinging on Germany as its benefactor. This however will not mean that Hungary can escape a further downhill ride in 2012 just will not collapse financially.”

The global financial meltdown hit Hungary, and the real estate market was indisputably one of the areas that received the most serious impact. Yet, many real estate investors consider the serious drop in prices as a unique possibility to consolidate or even increase their market shares or at least create a firm basis for their prospective developments.”

Déri & Lovrecz is a Budapest based Hungarian law firm set up in the early 90’s. The firm mainly provides legal services in relation to M&A, MBOs, capital markets, company law, corporate finance, commercial law, competition law, banking and securities law, and project finance, as well as labor law, intellectual property, and litigation. The firm, Déri&Lovrecz , was founded and is run by two partners, Béla Déri and Éva Lovrecz.

The firm has 14 Hungarian lawyers. The lawyers work in English and Hungarian and also speak other languages. Many of them have substantial international experience, and have studied and worked abroad.

Déri & Lovrecz has a long history of transactional work. Besides transactional work, the main profile of the firm is general corporate practice (including labor relations), as well as banking and securities law, and real property. The firm also has a strong litigation practice.

“The Hungarian economy has been driven in the past two decades by inflow of foreign investment and continuously growing export to the EU countries.

Due to the global recession inflow of capital stopped and export has become sluggish due to the decreasing demand. This highlighted the problem of the state deficit. Volatile markets created uncertainty and investors left countries like Hungary and either divested their funds or went for strong multinational companies on the stock exchanges around the world.

SBGK Law Office is one of the leading ones in the territory of IP representation in Hungary. Its history goes back to the end of the 19th century when the first Hungarian patent attorney begun his activity.

“We work for important international clients as well as for small firms and individuals. Our firm has three main divisions, a patent office, a trademark office as well as a law office dealing with any kinds of legal matters. This provides the widest possible legal background for our work. Our office has always worked on the highest levels of international standards as being one of the leading IP representatives with the longest history.

We could maintain our leading position during the different political and economic backgrounds.

Our office has always avoided being involved in political issues and this has given extra freedom and flexibility in doing our business and representing our clients. As regards the countries’ ranking in the Ernst & Young Globalization Index we would like to emphasize that our attorneys at law, patent attorneys, counsels, paralegals have always considered the well established international business and legal standards on the grounds of which we could reach special effectiveness in our work.

The recent negative figures in Hungarian economy have many reasons whereby it is possible to establish different subcategories. Our country belongs to the smaller ones and its ups and downs are closely connected with those of others, especially the EU our

ACQUISITION INTERNATIONAL

ON THE COVER:

Doing Business in Hungary

country is member of. With regard to the relationship to our neighbour countries we intend to refer to the fact that the developments have been fully different and raises and falls were not identical with those of other countries.

Nevertheless, we see great possibilities in the Hungarian market and even in light of the different development of our country we think that investment and business rankings concerning Hungary should be considered with regard to the complexity of the case. We try to focus in this context on the special needs and possibilities of our clients whereby even more difficult periods have their open ways and special possibilities. We try to see movements of necessary purifications that can result in clear business possibilities and reliable environment.

Although we cannot change the main economic climate we can assist our clients to find the best available ways under these circumstances and to find the ways of accommodation to the necessary amended rules with consideration of which they can have safe position and even take more advantageous steps in the near future.

conditions resulted in the restructuring of existing real estate project (cleaning the tenant portfolio, lowering opration costs).”

WHAT STEPS HAS HUNGARY TAKEN TO OVERCOME THE PREDICTED NEGATIVE GROWTH AND REGAIN INVESTOR CONFIDENCE IN 2012?

Hungary is committed to the economical growth, and to reduce the state debts and the public’s indebtedness. True that there were departmental taxes in the telecommunication and in the banking sector, but these should be transitional in nature and should disappear soon.

“The reduced corporate tax and flat tax aims to reduce administration and financial burden of companies and also residents, in order to strengthen the domestic consumption.”

Company: KK LEGAL Name: Dr. Gyula Kőrösy Email: gyula.korosy@kk-legal.com Web: www.kk-legal.com Address: Andrássy út 126, H-1062 Budapest, Hungary Telephone: +36 1 354 0274

Szécsényi and Partners Law Firm successfully manages to mix high level legal service based on their long experience with large international companies with moderate fee structures allowed by our reasonable cost structure. Dr. László Szécsényi LLM is the founder and senior partner of Szécsényi and Partners Law Firm, Budapest, Hungary.”

WHAT ARE THE PRIMARY CHALLENGES FACING CLIENTS IN YOUR JURISDICTION TODAY? HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET THESE NEEDS? “After the 2010 elections there was a change in the government and the newly reigning party commenced a rush legislation procedure to a large extent. More than 300 new laws were adopted or amended that sometimes created some uncertainty in the market.

We have realized that our clients demanded legal interpretation more often than usual, but this is just the way things work, once they know the new regulations and the way they functioning things go back to normal.”

Company: KK LEGAL Name: Dr. Zoltán Kató Email: zoltan.kato@kk-legal.com Web: www.kk-legal.com Address: Andrássy út 126, H-1062 Budapest, Hungary Telephone: +36 1 354 0274

Name: Dr. Eva Lovrecz, L.L.M. Email: eva.lovrecz@deri.hu Telephone: +36 1 270 7430

Name: Dr. Bela Deri Email: bela.deri@deri.hu Telephone: +36 1 270 7430

Company: Déri&Lovrecz Web: www.deri.hu Address: 1139 Budapest, Váci út 99

Company: SBGK Law Office Name: Dr. Gabriella Sasvári Email: sasvari@sbgk.hu Web: www.sbgk.hu Address: Andrássy út 113, H-1062 Budapest, Hungary Telephone: +36 1 461 1000

CAN YOU PLEASE EXPLAIN THE KEY FACTORS CONTRIBUTING TO A PREDICTED RECESSION IN HUNGARY THIS YEAR? “Recently, within the framework of the economic struggle across Europe, the consumption of the population decreased to a very critical level with lack of money (willingness of financing) on the market together are causing very low level activity on the real estate market. Construction businesses went significantly down; there is no speculative real estate development on the market. In order to protect small Hungarian retailers the Hungarian Parliament imposed a ban on building stores and shopping centers larger than 300. The severe market

ACQUISITION INTERNATIONAL

Company: Danubia Patent & Law Office LLC Name: Dr. Arpad Petho Email: petho@danubia.com Web: www.danubia.com Address: 16 Bajcsy Zsilinszky út, Budapest, Hungary H-1051 Telephone: +36 1 411 8857

Company: Szécsényi and Partners Law Firm Name: Dr. László Szécsényi LLM Email: l.szecsenyi@szecsenyi.com Web: www.szecsenyi.com Address: H-1024 Budapest, Buday L. u. 12.

Telephone: +3613454535

March 2012 /

11

SECTOR SPOTLIGHT:

2012 Corporate Tax Reform

2012 CORPORATE TAX REFORM — What can you offer?

The global fiscal crisis has created financial upheaval on an unprecedented scale and still continues to reshape the economic landscape and create complications for most governments and countries around the world.

It has taught us all just how closely investments are tied with politics and economics; the financial world moves extremely quickly and it’s essential to have the best and latest financial information to make well-informed decisions about risk and return.

Most nations have implemented austerity measures with major cutbacks affecting public spending; as a result governments are keener than ever to attract investment. In order to attract this investment be it local or foreign; the tax system must be conducive, hence corporate tax reform has been at the top of the agenda for many countries. Getting the balance between attracting investment and having a fair national taxation strategy is quite a challenge; taxes are essential for economic and social development but simultaneously they have to allow companies to profit and grow. Acquisition International speaks to the experts.

Andгeas Sofocleous, founder and managing partner of Andreas Sofocleous & Co. Corporate and Commercial Law and International Tax Planning are among his main areas of practice.

“I specialise in all areas, including foreign investments in Cyprus and abroad and international tax planning.

We aim to handle our clients’ affairs with excellence that exceeds their expectations, offering quality representation with personalized attention to their needs. Corporation tax liability is based on residence.

A company is treated as a resident of Cyprus if its management and control are exercised from Cyprus.

A foreign company with its sole establishment in Cyprus whose business activities are abroad may be exempt from tax in Cyprus but will be excluded from double taxation treaty benefits. The branch must be managed and controlled outside Cyprus to obtain full exemption. Otherwise the company’s worldwide income is taxable in Cyprus, an advantage if it wishes to establish Cypriot residence for double taxation treaty purposes. Corporation tax rate is 10%, the lowest in the EU. Double taxation treaties with more than 40 countries. Foreign dividends are taxexempt. Foreign direct investment in Cyprus rose from almost USD 855 million in 2000 to almost USD 6 billion in 2009 (World Bank). Compliance time in Cyprus is 149 hours, much better than the EU average of 222 (PWC, Paying Taxes 2011). Fiscal position has deteriorated since 2009. VAT will increase from 15% to 17% on 1 March 2012. Our jurisdiction has a good location in terms of tax expenditure due to low rates of personal and corporate tax, plus double taxation treaty benefits and other beneficial tax arrangements.

“Looking forward, Ipredict that Cyprus, as part of the

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/ March 2012

eurozone, may be pressed to increase its corporation tax rate of 10%.”

Jean-Francois Salzmann is Managing partner of Mazars based in Shanghai, China.

“Typical clients of Mazars include European and US firms seeking to enter the Chinese Market through Greenfield or acquisition.

“In the field of acquisition we mainly work for large corporate and private equity funds but also for a growing number of transactions initiated by midsized privately owned groups. Greenfield services can relate indifferently to new business opened by major corporate or privately owned mid to small size entities. The tax, accounting and audit market is divided between the Big Four, networks and local actors. Mazars is unique as it is organized as a single partnership. Therefore, we can rely on the skills of over 13,000 of our own professionals in 68 countries.

As a result, we strongly believe we are one of the rare market actors able to deliver the best of all worlds: • Tailor-made and pragmatic consulting, • With a strong international background, • At a fair price.

15% instead of the statutory 25% rate is applicable for Corporate Income Tax (“CIT”). There are 19 kinds of taxes in China, including turnover tax (such as value-added tax, business tax and consumption tax), income tax (corporate income tax and individual income tax), resource tax, and property and behavior tax.

Depending on the investment industries and areas, the tax cost can be a factor to hinder or promote foreign investment.”

Company: Andreas Sofocleous & Co. Name: Andreas Sofocleous Email: info@sofocleous.com.cy Web: www.sofocleous.com.cy Address: Proteas House, 155 Makariou III Av., Limassol, 3026, P.O. Box: 58159, Cyprus Telephone: +357 25 849000

The main issue investors have to face in their operation is uncertainty: • Uncertainty because the regulations are new and changing very fast, sometimes retroactively. The last example was the decision to implement VAT as a test in Shanghai, as of the 1st January 2012… with only 6-week notice period.

• Uncertainty because regulations are not always crystal clear.

• Uncertainty because there are only limited case law available. Interpretation can vary from an administration to another… and in time.

This is particularly disturbing when you know the administration rarely confirms its interpretation in a written form.

It is therefore important to choose advisors who are able to correctly understand and interpret what is hidden behind the law and predict possible future evolutions. China launched a pilot turnover tax reform on 1 January 2012 in Shanghai: transform Business Tax (“BT”) into Value Added Tax (“VAT”) in selected service industries. The reform will be extended to all Chinese cities in the coming years.

Chinese tax system favors certain industries such as green energy and software industries and encourages areas to develop such as the Western Area where

Company: Mazars Name: J.-F. Salzmann Email: Salzmann@mazars.cn Web: www.mazars.cn Address: 8th Floor, One Lujiazui, No. 68 Yin Cheng Middle Road, Shanghai, China, 200120 Telephone: (+86) 21 6168 1088

Company: Ernst & Young Name: Gil F. Mendes Email: Gil.F.Mendes@br.ey.com Web: www.ey.com.br Address: 1830 Torre II 5 andar, Sao Paulo, Sao Paulo 04345-900, Brazil Telephone: +55 11 2573-3466

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Offshore Report — Gibraltar

OFFSHORE REPORT — Gibraltar

Acquisition Internationals speaks to John Westwood, Group MD of Blacktower Financial Management Group, a company with the most comprehensive and experienced wealth management companies around about doing business offshore in Gibraltar.

Queensway Quay / Gibraltar

“Our range of financial planning services covers all your needs from personal and corporate tax planning, mortgages and pensions, to planning for long-term care. We look after the financial affairs of many Expatriates all over the EU.

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO GIBRALTAR? AND HOW COST EFFECTIVE IS IT TO BOTH LIVE, AND DO BUSINESS IN GIBRALTAR?

“The bottom line here is ‘tax’. There are favorable tax regimes in place for both Corporate and HNWi’s relocating to Gibraltar – as well as being able to reduce your annual tax bill, you can also save on Capital Gains and Inheritance Tax. In truth it should be very cost effective. We have no VAT to start. Saying that, property prices have remained high whilst we have seen prices dramatically fall throughout the EU.”

IN REFERENCE TO YOUR AREA OF EXPERTISE, HOW DO LOCAL LAWS IN YOUR JURISDICTION DIFFER WITH THOSE OF OTHER OFFSHORE FINANCIAL CENTRES?

“In the main, Gibraltar will tend to follow legislation of other jurisdictions as closely as possible – small tweaks here and there. There is the odd occasion where they have yet to act.”

WHAT ARE THE PRIMARY CHALLENGES FACING CLIENTS IN YOUR JURISDICTION TODAY? HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET THESE NEEDS?

ACQUISITION INTERNATIONAL

“The challenges are always changing thanks to constant amendments to legislations around the EU. The important thing for us is to remain close to these and ensure that prepared to adapt to any changes envisaged.”

WHAT GIVES YOU AN ADVANTAGE OVER LOCAL AND GLOBAL COMPETITORS IN YOUR AREAS OF EXPERTISE? “We have been in the industry a long time. We don’t just ‘trip in and out’ of locations – we prefer to be part of a community. We understand the needs and issues of the expatriate community and as such have a range of suitable solutions to aid them.

WHAT STEPS OVER RECENT YEARS HAS GIBRALTAR TAKEN TO ACTIVELY DIVERSIFY ITS ECONOMY TO ENSURE CONTINUING PROSPERITY AND GROWTH IN SPITE OF THE GLOBAL DOWNTURN?

“Gibraltar has never stood still, always looking to attract new business. This is demonstrated in its ability to attract the largest E-Gaming Companies to the Rock. They have also been very successful in building on the Insurance Sector – none of this could have been achieved without constant amendments/ improvements to Corporate Tax. That alone is insufficient – you have to be able to offer a multitude of other supporting solutions.”

HOW IMPORTANT ARE GIBRALTAR’S LINKS WITH THE EU IN TERMS OF ADVANTAGES OVER OTHER OFFSHORE LOCATIONS WITH BUSINESSES AND INVESTORS?

“Freedom of Services is an important piece of EU legislation for Gibraltar. The ability to ‘passport’ financial services into the EU places Gibraltar in a strong position vs the more famous offshore jurisdictions like Jersey, Isle of Man or Guernsey.”

GIBRALTAR CONTINUES TO BE RECOGNIZED ACROSS THE WORLD AS A WELL-REGULATED HIGH-QUALITY FINANCIAL CENTRE OFFERING INNOVATIVE PRODUCTS AND A WIDE RANGE OF BUSINESS SOLUTIONS. WHAT FACTORS HAVE DRIVEN THIS?

“We have in Gibraltar some highly intelligent individuals who are willing to come together and find the best way to promote ‘Product Gibraltar’ to the World. All of this supported by Government and the Gibraltar Finance Centre. What is clear is that Gibraltar has never ‘sat on its laurels’ and expected business to walk through the door. They have been creative and receptive.”

WHAT ARE YOUR PREDICTIONS FOR THE FUTURE OF GIBRALTAR AS A LEADING OFFSHORE DESTINATION?

“Where does one start! It is difficult to say. Today, the jurisdiction is doing extremely well and the opportunities to further benefit from ‘Freedom of Services’ are huge. However, legislation is always changing and provides additional challenges. For now, Gibraltar will continue to do well – as long as they continue to be creative and receptive they will adapt and continue to grow.

ON A LIGHTER NOTE, IF YOU HAD TO WORK OUT OF A DIFFERENT OFFSHORE LOCATION WHERE WOULD YOU CHOOSE AND WHY?

“The Isle of Man for it’s all year round great weather.”

Company: Blacktower Financial Management (International) Limited Name: John Westwood Email: john.westwood@blacktowerfm.com Web: www.blacktowerfm.com Address: Suite 34 and 43 Victoria House, 26 Main Street, POBOX 1354, Gibraltar Telephone: 00350 200 42353

March 2012 /

13

SECTOR SPOTLIGHT: Doing Business in Egypt

DOING BUSINESS — In Egypt

In the year since President Hosni Mubarak was ousted, Egypt has faced many social challenges but it is now the threat of worsening economic conditions that are further sabotaging hopes for the future. Being the fourthlargest economy in the Middle East, its success, or failure, will have a huge impact on the region and beyond. some types of companies, significantly reducing time required for company formation, adopting a new unified income tax law which reduces corporate tax to 20% in general, among other reforms. During that period, Egypt’s rank in the annual IFC Doing Business Report has jumped from 165 in 2007 to 94 in 2011. Although these reforms are still in force, the recent events that have been taking place in Egypt since January 2011 have significantly affected the flow of foreign investments and halted many existing investments. This, in turn, resulted in an increasing budget deficit, a rise in unemployment, and a slowdown of economic growth.”

Can you please highlight any reforms planned for the next 12 months to spur private business ventures, foreign investment and growth?

Some analysts suggest that in a civil society, Egypt could become one of the world’s top 10 economies in just one generation. In a recent interview the leader of the Muslim Brotherhood’s economic committee, Ashraf Badr el-Din, suggested that the Brotherhood and other main parties are moving toward consensus on managing the economy and cracking down on financial corruption, and if true, that’s a good sign.

Acquisition International speaks to the experts.

Modern Agriculture Company-PICO, a leading Egyptian family owned Shareholding Company successfully working in developing agri projects for over 30 years to produce premium quality fruits and vegetables and exporting its products worldwide with all the high-end retailers in the UK and EU included.

PICO; a leader among the fresh produce business sector, supports Egypt against the continued pressure on the country’s foreign currency reserves by continuously bringing in foreign currency into the Egyptian market and the financial sector.

“The company has a great solid reputation of having superior quality products and services in delivering its products with the utmost respect to the environment through the company’s active supply chain system and quality assurance department.

Plans for sustainability and growth based on ambitious plans have been engineered to realize the company’s full vision and benefit to all stakeholders.

In spite of a very unstable year for Egypt, the company has successfully fulfilled its financial commitments and has kept its human capital in full and continues to hire new individuals to become the company’s future growth engine. The company regards the investment in human capital as the most rewarding investment to the company, its employees and to Egypt. Regarding the current investment

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environment in Egypt, undoubtedly, we have some serious concerns. However, it has to be noted that throughout the turmoil in Egypt following the Jan. 2011 revolution and the disruption that came with it, many sectors were affected, but the energy and agri sectors were almost unharmed. This is measured by the continuous increase in demand and the recorded increase in agriculture and food exports during the 2011, which reached an increase of 23% compared to 2010.”

Founded in 1987, following the closing of the Cairo office of the U.S. law firm of Sidley & Austin, where Mohammed Hassouna was a partner while Ahmed Abou Ali worked in Sidley’s Chicago Office, Hassouna & Abou Ali has become one of Egypt’s leading business law firms, offering a full range of legal services.

Ahmed Abou Ali is managing partner of Hassouna & Abou Ali Law Firm, Cairo, Egypt he comments: “Our client base is mainly foreign companies doing business in Egypt. Hassouna & Abou Ali is renowned in the following practice areas: banking, corporate, commercial, construction, real estate, intellectual property, investment, labor, oil & gas, project finance, securities, tax, telecommunication, tourism and privatization laws and regulations The Firm also handles litigation and alternative dispute resolution including arbitration and mediation.

“With the Parliament convened, many economic reforms are being proposed and discussed but no concrete information is available. Reforms being currently discussed include, in broad terms, offering further incentives for foreign investors and tax exemptions.”

Company: Hassouna & Abou Ali Law Firm Name: Ahmed Abou Ali Email: agaa@hassouna-abouali.com Web: www.hassouna-abouali.net Address: 2 Abdel Kader Hamza St., Cairo Center Bldg, Garden City, Cairo, Egypt Telephone: +20-2-27924101 & 2-27924102

CAN YOU PLEASE DESCRIBE THE QUALITY OF THE BUSINESS ENVIRONMENT IN EGYPT AT THE MOMENT? “During the period from 2005 to 2010, the Government took several measures towards the improvement of the investment climate and facilitating investment procedures for local and foreign investors. Some improvements include, elimination of minimum capital requirements for

Company: PICO Name: Alaa Diab Email: adiab@pico.com.eg Web: www.pico.com.eg

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Managing & Protecting Intellectual Property through M&A

MANAGING & PROTECTING — Intellectual Property through M&A

OMC Abogados & Consultores is a Peruvian Law firm specialising in providing personalised, efficient and honest legal advice to clients in matters concerning Industrial Property rights in Peru and other South American countries.

Created in 2005, managing partner Oscar Mago says of the firm: “OMC Abogados & Consultores has built a solid reputation for delivering creative, effective and valuable solutions to complex business matters.

The firm has had a great and explosive growth since its establishment, representing different companies and associated firms from all over the world who have placed their trust and confidence in it and have remained satisfied and happy with the work done.

In addition to repeating clients, many associated firms from countries such as China, Greece, France, Poland, Russia, United States, India, Iceland and Israel have chosen the firm to represent their clients in IP matters in Peru, as well as across the Latin American countries.

Founding partner and firm CEO Mr Mago’s professional achievements have been well reflected over the past years in international publications on intellectual property in different magazines and national and international newspapers, as well as in television and radio interviews.

With more than 25 years of experience working in the field of industrial property, Mr Mago has successfully handled matters in the areas of unfair competition, infringement of trademark and patent rights and criminal prosecutions for trademark counterfeiting.

Mr Mago joined the Colegio de Abogados de Lima (The Lima Bar Association) in 1993. Previously he had undertaken studies in several prestigious law schools and universities, such as the University of Salamanca in Spain, the University of Buenos Aires in Argentina, and the International Development Law Institute in Italy. Mr Mago holds two Master´s degrees in Business Law and Economic Criminal Law, and he is recognised as a specialist in Industrial Property Law by the Lima Bar Association having being certified as a mediator by the Peruvian Ministry

ACQUISITION INTERNATIONAL

Lima / Peru

of Justice. He has also studied advanced negotiation through the CMI of Harvard University.

All lawyers and consultants at OMC Abogados & Consultores have postgraduate studies and some of the mare also admitted to foreign bars.

This continuous internal and external education guarantees maintenance of the lawyers´ high level of knowledge in a sustainable manner.

The entire firm’s lawyers are members of the Lima Bar Association. Some of them are also members of the American Bar Association and the International Bar Association, and several of its professionals teach at Peruvian universities and/or are authors of legal publications in many areas. In addition, some partners work as members of the board of directors of listed and other companies.

States Mr Mago: “As a pre-eminent Peruvian law firm, our professionals provide valuable counsel on everything from individual contracts to global public offerings. Our world-renowned intellectual property group provides representation on all matters relating to your intangible assets including the enforcement of patents, trademarks, copyrights, industrial designs, trade secrets and other intellectual property rights.

The strength of our advocacy professionals provides you with expertise in civil and commercial disputes, insurance, employment and labour relations and administrative and regulatory matters.”

In-line with its desire to best quality service, OMC Abogados has built a strong working team of attorneys who have gained a solid reputation and the confidence of its clients.

“Our areas of practice address a wide range of issues for businesses and individualism,” explains

Mr Mago. “A major advantage for our clients is the flexibility and efficiency of our law firm’s multidisciplinary structuring which addresses clients’ special situations. When a transaction or dispute requires more than one area of the law, our lawyers collaborate to accomplish the task. We have attorneys practicing in more than 30 practice and industry areas. OMC Abogados & Consultores has the depth and breadth of experience to help solve client problems with efficient, practical solutions.”

Speaking for is clients, Mr Mago says: “Many companies and associated firms from the US, Europe, Asia and Australia have chosen OMC Abogados & Consultores to represent their clients in IP matters not only in Peru, but also in all Latin American countries. Therefore, with the assistance of its Latin American associates, the firm offers the client a prompt legal advice and solutions of their problems, with the confidence and honesty that the professional ethics demands.”

Company: Oscar Mago Name: OMC ABOGADOS & CONSULTORES Email: omago@omcabogados.com.pe Web: www.omcabogados.com.pe Address: Av. 28 de Julio 562 “E” MIraflores Lima 18, PERU Telephone: (511) 628-1238

March 2012 /

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SECTOR SPOTLIGHT:

Managing & Protecting Intellectual Property Through M&A

MANAGING & PROTECTING — Intellectual Property Through M&A

Mrs Biljana Cakmakova is Managing Partner and Attorney at Law at CAKMAKOVA Advocates Skopje, Macedonia.

PLEASE GIVE A BRIEF SYNOPSIS OF YOUR PERSONAL, AND YOUR FIRMS, EXPERIENCE ADVISING ON IP LAW.

ČAKMAKOVA Advocates is a Macedonian advocates partnership, which provides a full range of legal services to international and domestic corporate clients. ČAKMAKOVA Advocates is founded and registered under the Macedonian Law on Advocacy, within the Macedonian Bar Association, as well as a Representative for protection of industrial rights in the State Office for Industrial Property under the Law on Intellectual Property. ČAKMAKOVA Advocates is composed of highly trained and experienced professional advocates, with licenses to practice law, each dedicated specifically to an area of the Law, to give the best legal assessment and assistance possible. The team of nine advocates, five associates and one administrative assistant is committed to excellence and providing the best service to the clients legal needs. Three of the attorneys at law, namely Mrs. Bilijana Cakmakova, Ms. Maja Jakimovska and Mr. Ilija Nedelkoski are also registered as Representatives for protection of industrial rights in the State Office for Industrial Property, as well. Mrs. Cakmakova is amongst the first certified Representatives for protection of industrial property rights to be registered in 1995.

CAKMAKOVA Advocates is a member of the Intellectual Property Rights Committee within the American Chamber of Commerce in the Republic of Macedonia and cooperates closely with the International Development Law Organization (IDLO). Mrs. Cakmakova is one of the co –founders of the International Development Law Organization (IDLO) Alumni Association in the Republic of Macedonia.”

WHO IS A TYPICAL CLIENT FOR CAKMAKOVA ADVOCATES? “CAKMAKOVA ADVOCATES is dedicated to providing professional legal services to varieties of the clients, both domestic and international and is an authorized representative of Mc Donald’s Corporation USA, Viagra, Company for production, trade and services VIVAKS Risto and others LLC export-import Skopje, Teknoxgroup Macedonia export-import LLC, Galijano MG Macedonia, Trakparts Gevgelija, Masonite International Corporation Ontario Canada, Special Protectors Taiwan, Sidenor Steel Products Manufacturing Greece, Stomana Industy Bulgaria, Synavant Gorgija, Peek and Clopenburg Germany, Ansons Germany, ICN Pharmaceuticals, INC USA.” WHAT AREAS OF INTELLECTUAL PROPERTY LAW DO CAKMAKOVA YOU SPECIALISE IN; AND WHAT INDUSTRY SECTORS DO YOU FOCUS ON?

“The main legal activities which CAKMAKOVA Advocates undertakes in the intellectual property area are, amongst other, registration of new Intellectual Property Rights (IPR), such as trademarks, industrial designs, patent registration or extension of the already registered IPR, as well providing legal assistance in the protection against infringement of IPR before the State Office for Industrial Property, the Customs Administration and the relevant Macedonian courts.”

HOW DOES CAKMAKOVA STAND OUT FROM COMPETITORS? “Acting in the whole legal areas through the 15 years working experience, the members of CAKMAKOVA Advocates’ team have undoubtedly concluded that IPR can be considered as one of the most valuable assets one company can have and when used strategically and properly the IPR can substantially increase the competitiveness of the company in the market, as well as its overall value.

CAKMAKOVA Advocates is involved and contributes to the continus training of relevant authorities in the Republic of Macedonia and the private sector by organizing seminars, workshops and other similar trainings together with cooperation of the International Development Law Organization (IDLO), Property Rights Committee within the American Chamber of Commerce in the Republic of Macedonia and the Coordinative Body for Protection of Intellectual Property of the Government of the Republic of Macedonia. ” WHAT DOES AN IP ADVISER BRING TO THE DEAL TABLE AND HOW IMPORTANT IS THEIR ROLE? “The role of IPR and their protection seems to be very important especially at the time of rapid development of information technology and technology transfer. Namely, in some cases we noted that the term brand and the term high price are synonyms. Namely, sometimes the value of the IPR can be higher than the value of the other assets the company owns and that is the one of the many reasons why CAKMAKOVA Advocates strongly advises to its clients to properly register their IPR. For the owners of certain companies it is very crucial to understand what IPR really means and to engage qualified legal Representatives for protection of industrial property registered in State Industrial Property Office.”

WHY IS A COMPANY’S INTELLECTUAL PROPERTY SUCH A VALUABLE ASSET? WHAT STEPS SHOULD A COMPANY TAKE IN PROTECTING THEIR IP? “Sometimes the value of the registered IPR may be

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significantly higher than the capital of the firm. The registered brands may be used as security for a certain monetary claim by a way of pledging the registered IPR. The use of IPR may be licensed to third parties in exchange for payment of royalty, thereby creating a valuable income stream for the brand holder. IPR, and the goodwill attaching to them, contribute substantially to the value of a company. A company owner is well advised to register its IPR, such as trademarks and to conduct a valuation of its brands. ” COMPANIES INVOLVED IN M&A OFTEN OVERLOOK THE INTRINSIC VALUE OF THEIR OWN IP… WHY IS THIS? HOW IS CAKMAKOVA ABLE TO ASSIST PROSPECTIVE CLIENTS IN THIS WAY? “It is true that the companies involved in M&A often overlook the fundamental value of their own IP due to their lack of knowledge for the fact how much the value of the IP could impact the price of the company. Exactly in these cases the participation of the legal counsel is of big significance to lead the client in right direction of protection of IPR and their evaluation. Thus, with the clients involved in M&A shall increase the value of the companies and establish the IPR even more.”

WHAT ARE YOU PREDICTIONS FOR IP LAW IN YOUR JURISDICTION OVER THE COMING 12 MONTHS? “The Republic of Macedonia is continuously harmonizing its IP legislation with the acquisition of the EU, ratification of international conventions or treaties, thus providing the state organs and authorities and the IPR bearers to more efficiently protect the infringement of IPR, prevention of such infringement and to be more actively involved in these procedures.”

Company: CAKMAKOVA Advocates, Skopje Name: Mrs. Biljana Cakmakova Email: cakmakova@mlca.com.mk Web: www.cakmakova.com.mk Address: 8-ma Udarna Brigada no.43/3 Skopje, Republic of Macedonia Telephone: +389 2 3233 599 +389 2 3111 521

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Managing & Protecting Intellectual Property through M&A

Karen Abraham is partner in the firm Shearn Delamore & Co and jointly heads the Intellectual Property and Information Technology Practice in Malaysia. Shearn Delamore & Co is the largest law firm in Malaysia and one of the oldest full service firms in the country.

“I have more than 20 years of IP experience covering IP Litigation, Mediation, Enforcement and Brand Consultation and Management relating to the full gamut of Intellectual Property related matters,” Karen explains.

I have represented in the Malaysian Courts and have crafted numerous brand management programmes for many leading multinational companies both locally and throughout the world and have designed anti-counterfeiting and anti piracy programs and strategies for global IP brands.”

Shearn Delamore & Co specializes in Intellectual Property, particularly the following areas of expertise: Confidential Information, Copyright, Domain Names, Enforcement of IP Rights, Franchising, Protection of Geographical Indications, Industrial Designm, Patents and Trade Marks. Karen tells us a little more about the firm, its history and the discerning factors that make it stand out from the rest.

The firm is more than 100 years old and the Intellectual Property Department is a pioneer in Malaysia.

“The IP Department works very closely with the tax and corporate departments of the firm and thus the advice given to the client is very strategic not only on the intellectual property aspect but also on all other legal and commercial aspects. Further the firm has won many International Global Awards.

The lawyers in the firm including the IP Department are actively involved in the Malaysian Bar Council, work closely with the Customs Department and are in various committees which work with the Ministerial Departments in lobbying for legislative reforms.

With regard to IP, we manage our IP portfolio with the assistance of various technological aids to ensure efficient management of client’s trademarks, patent and design matters.

The Partners within the Practice Group are also Registered Trade Mark, Patent and Industrial Designs Agents. Some of our lawyers are also trained in the field of science and technology. We also pride ourselves in having amongst our staff members, technical associates who are qualified in the various fields of science. We also work hand in hand with the relevant government agencies in enforcing clients’ rights. Our team has a good rapport with the

ACQUISITION INTERNATIONAL

officers from the Malaysian Intellectual Property Office and public enforcement agencies. Our team also files and prosecutes trade mark applications in Singapore and Brunei and often acts as coordinating agents for the international and regional filings for trade mark, industrial design and patent protection.

It is prevalent from the above that our firm has the relevant professionals and specialists in all the areas of Intellectual Property and an all encompassing practice which deals with registration up until commercialization and exploitation of Intellectual Property assets. Therefore it can be said that our firm is a One-Stop Center for the client with respect of the handling of their Intellectual Property matters.

Our Head of Department Wong Sai Fong and Karen Abraham hold positions in international bodies and use their position to advocate reform on the IP legal framework. Karen Abraham sits on the Board of Directors of INTA and is the 1st Malaysian to sit on the Bureau of the Association International Pour La Protection De La Propriete Intellectuelle (International Association for the Protection of Intellectual Property) AIPPI where she holds the position of Assistant Secretary General. Mr Wong Sai Fong is a International Counsel member of the Asian Patent Attorneys Association.”

Karen believes that an IP adviser should be able to assist in identifying the client’s Intellectual Assets, and should be able to strategize and implement a system to manage and exploit the IP assets in the company.

“The IP adviser is a crucial contributor to any deal or negotiation he/ she is able to identify,” she says.

“The IP adviser, having identified the Intellectual Assets, should be able to devise ways of maximizing the value of the IP through methods of exploitation such as licensing, franchising, assigning or other transactions that guarantee revenue from the IP Asset. The IP adviser also provides a framework to safeguard the IP from violations and dilution.”

Karen goes on to explain the steps that a company should take to protect its Intellectual Property Assets and just how important they are.

“In today’s world the IP of a company is a commodity that can be valued and used as collateral. IP is the intellectual capital of the company, it basically gives value to the company through the goodwill generated from it,” she explains.

Different types of Intellectual Property are protected through different means. A company will save itself a lot of hassle and trouble if they approach an Intellectual Property specialist to assist them

in determining what are the relevant IP assets the company has and thereafter advise them on the necessary course of action they ought to take in protecting their Intellectual Property rights. There are 6 steps a Company ought to observe when protecting their IP and they are as follows: 1. Identify and know your IP; 2. Implement IP Management Strategy; 3. Protect your IP through registration/ recordation; 4. Exploit your IP; 5. Ensure proper use of your IP; and 6. Enforce your IP vigilantly.”

Karen has predictions for the IP jurisdiction over the next 12 months, including the enforcement of the Industrial Designs (Amendment) Regulations 2012 which is due to take effect on 15 February 2012.

“With the recent emergence of the Competition Act 2010 in Malaysia which has come into force on 1 January 2012, we will see an interface between Intellectual Property Rights (IPR) and Competition law and its enforceability,” she adds.

Further there is a possibility of Malaysia acceding to the Madrid Agreement and its Protocol thus introducing new features in the Malaysia Trade Mark System.

Company: Shearn Delamore & Co Name: Karen Abraham Email: karen@shearndelamore.com Web: www.shearndelamore.com Address: 7th Floor, Wisma Hamzah-Kwong Hing, No. 1 Leboh Ampang 50100 Kuala Lumpur, Malaysia Telephone: 603 2027 2893

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SECTOR SPOTLIGHT:

Doing Business in Switzerland

DOING BUSINESS — in Switzerland

Offshore 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 tightening of regulation.

Geneva / Switzerland

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.

Switzerland is a confederation of cantons.

Companies are only organised in the cantons. A basic legal requirement is that the company must have actual paid in capital which is different from common law companies. Minimum capital is 100.000 SF.

Switzerland is one of the world’s most stable economies; it has a modern market economy, low unemployment, a highly skilled labour force, a per capita GDP among the highest in the world and its policy of long-term monetary security and political stability has created a safe haven for investors. But even the strongest economies have been subject to the challenges associated with the global financial crisis; Switzerland entered into recession in 2009, largely due to the decline in global export demand and the country continues to fight the effects of the on-going Eurozone crisis, so much so that the government to cut its 2012 growth forecast from 0.9% to 0.5%.

Acquisition International speaks to the experts.

“Switzerland’s taxation strategy is also cantonal.

Federate corporate taxation is 10% on profit. Added thereto is the cantonal corporate tax on profit which varies from canton to canton.

Suzanne WOLFE MARTIN is Senior Partner at the Law Offices of Suzanne Wolfe Martin, she comments on the legal requirements on setting up a company in Switzerland and nations taxation strategy: “Setting up a company in Switzerland will be according to the laws of the canton in which the company will be established and registered.

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There are also withholding taxes on the payment of dividends, interests and royalties which vary according to the applicable double taxation treaties.

Value added taxation is significantly lower than other European nations. In summary it is a complex taxation system.”

SO SUZANNE WHAT ARE THE LOGISTICS OF TRADING OFFSHORE AND WHAT MAKES SWITZERLAND STAND APART FROM OTHER OFFSHORE LOCATIONS? “Switzerland’s Banking system has been a major attraction to traders as certain key industries such as energy have been advantaged through highly skilled bankers and a reliable service system. Switzerland

has extensive treaties with other countries. It is also politically neutral which offers many additional advantages.

Most important is a highly developed balanced legal system and excellent dispute resolution through arbitration. Swiss justice is well known internationally and respected. The concept of neutrality permeates the entire justice system adding significantly to the advantages of Switzerland.”

WHAT ARE THE OPPORTUNITIES AND PITFALLS ASSOCIATED WITH THE STRENGTH OF THE SWISS FRANC? “The Swiss Franc has become money of refuge from both the dollar and the Euro. It is presently overvalued. As such it imposes burdens upon Swiss exports (overly expensive), from local cheese to equipment exports. Local costs have raised significantly thus diminishing tourism and international investment in Switzerland.”

Chabrier Avocats is a Swiss boutique business law firm with offices in Geneva and Lausanne and focuses on the commodities industry. Chabrier Avocats is affiliated to Reed Smith, a global law firm acknowledged as a leading advisor to many of the world’s foremost companies in industries including

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing Business in Switzerland

financial services, life science, energy trade and commodities, and more. Dr Patrick Chabrier and Marc Gilliéron co-head the international trading & commodities practice of the firm, they collectively comment: “Switzerland, and, in particular, Geneva, is a major business centre for commodities trading and trade finance, and a number of the firm’s premier clients have a significant presence in Switzerland.

“Our client’s base encompasses not only traders, but also banks, insurances, surveyors, shipping and related services providers, and ranges from small local trading houses, to multinational production enterprises, oil & gas majors, and mining and exploration companies.

Switzerland has been renegotiating double taxation treaties with various European countries and is in the process of finding a solution to its issues with the United States.”

WHAT ARE THE OPPORTUNITIES AND PITFALLS ASSOCIATED WITH THE STRENGTH OF THE SWISS FRANC? AND HAS SWITZERLAND FELT ANY EFFECTS FROM THE ON-GOING EUROZONE CRISIS? “The strength of the Swiss Franc has been a problem for the export industry because Swiss products are considered too expensive by the foreign buyers.

Switzerland has been renegotiating double taxation treaties with various European countries and is in the process of finding a solution to its issues with the United States.

Chabrier Avocats has an extensive expertise and experience in commodities trading, financing, transportation, distribution and taxation and also regularly represents clients before Swiss courts and international tribunals within the frame of litigations or arbitrations (including GAFTA, FOSFA, ICC, and others). Our lawyers also regularly advise our clients in connection with their commercial and industrial projects, such as international jointventures, sales and acquisitions of industrial assets or infrastructures, or trade and project financings.

“Our team enjoys the international support of the ENR Energy & Natural Resources Group of Reed Smith, selected as First Tier Firm by Legal500 in the field of « Commodities Physical». This association allows us to provide our Swiss and international clients with a specialized service around the globe.”

Florence Thiébaud is the founding partner of the law firm Florence Thiébaud located at Rue du Cendrier 15 in Geneva. Florence comments on the code of ethics the she adheres to: “Swiss lawyers are subject to a strict federal code of ethic and the cantonal bar associations may issue their own ethical regulations. Switzerland would probably cooperate with international regulations regarding the legal profession as long as these do not breach fundamental principles of Swiss rules of ethics.”

SO WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO SWITZERLAND? AND WHAT APPROACH DOES SWITZERLAND TAKE TO TAX EVASION AND DOUBLE TAXATION AGREEMENTS? “Wealthy individuals are attracted by the “forfait” described under section 3 hereinabove. The safe environment, the excellent school and health care system and the quality of housing are additional factors.

ACQUISITION INTERNATIONAL

LAW OFFICE SUZANNE WOLFE

Company: Law Offices of Suzanne Wolfe Martin Name: Suzanne Wolfe Martin Email: wolfe@suzannewolfemartin.ch Web: www.nkf.ch Address: 15, rue du Cendrier, 1201 Geneva Switzerland Telephone: +41 22 716 31 33

The tourism industry has suffered from the Eurozone crisis because the number of tourists from Europe has decreased as a result of the high prices in Switzerland.

Regarding the next 12 months in terms of M&A activity in Switzerland, I predict based on my discussions with experts in this area, a slow recovery in the M&A activity in the last trimester of 2012 may be expected.”

ACOLIN is a Swiss based mutual fund distribution service provider, offering a range of services from legal set-up to marketing and sales support. Lorcan Murphy, Managing Director of ACOLIN UK, comments: “In order for a non-Swiss Asset Management Company to market a mutual fund to Swiss retail investors, the fund must be registered with the Swiss Fund Regulator, FINMA. Also a suitably registered Swiss Legal Representative must be appointed.

ACOLIN acts as such for 37 fund companies.

“Switzerland is the centre of Global Private Banking, and home to some of the largest players in Private Banking. As well as having a mature and active domestic fund market, Switzerland is also a central hub for global fund allocations and investment decision making.

Although the strong franc makes the cost of doing business in Switzerland higher, in the global funds market this has had little effect, as the funds themselves are often denominated in USD or Euro.

The Euro crisis has affected the appetite by fund investors for risk assets and therefore has impacted on the mix of products required and also the absolute levels of investment to a certain degree.”

Company: Chabrier Avocats Name: Marc GILLIERON Web: www.chabrier.ch Address: 3, Rue du Mont-Blanc, PO 1363, 1211 Geneva 1 Telephone: +41 (0) 22 702 07 00

ETUDE DE ME FLORENCE THIÉBAUD

Company: Law firm Florence Thiébaud Name: Florence Thiébaud Email: Florence.thiebaud@gmx.ch Web: www.florencethiebaud.com Address: Rue du Cendrier 15, 1201 Geneva Telephone: 41.22.732.34.10

Company: ACOLIN UK Name: Lorcan Murphy Email: lorcan.murphy@acolin.co.uk Web: www.acolin.com Address: 3 Heathfield Terrace, Chiswick, London, W4 4JE Telephone: +44 208 994 1238

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SECTOR SPOTLIGHT:

Doing Business in Switzerland

DOING BUSINESS — in Switzerland

Christian Ballabio is a Swiss-certified Tax Expert, as well as Managing Partner at Fidinam & Partners SA, Lugano.

He speaks to Acquisition International regarding business is Switzerland.

Christian Ballabio / Tax Expert

PLEASE DESCRIBE THE LEGAL REQUIREMENTS WHEN IT COMES TO SETTING UP A COMPANY IN SWITZERLAND?

The Swiss Code of Obligations (CO) defines the regulation for commerce and for business entities.

The major legal entities for business purposes are the stock company (AG/SA) and the limited liability company (GMBH/SAGL).

No particular formal permission or license is required to form an AG to conduct most commercial operations, except for banking, insurance and some transport activities. The AG must have at least one shareholder (individual or corporate), with no requirements for nationality or residence.

The steps in forming an AG are as follows: - drafting of the articles of association, - subscription of the entire share capital and the payment of at least 20% (but at least CHF 50’000) of the share capital to a bank, - constitutive meeting of the founders to approve the articles of association and the appointment of the board members and auditors, if any, - application to the commercial register and - publication in the Official Journal of Commerce.

In very few days (approx 3-5 working days) the company is registered within the commercial register.

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CAN YOU PLEASE DEFINE THE NATION’S TAXATION STRATEGY? HOW DOES THIS FACTOR INTO ATTRACTING INVESTMENT FROM OVERSEAS?

Switzerland is well known for the moderate tax regime and the efficient tax system. In order to comply with most foreign anti-abuse provisions, the Swiss strategy under discussion is to abolish the cantonal privileged tax regimes by reducing the tax rates for all the taxpayers. This strategy should pomp-up the attractiveness of the Country as an ideal location for the international and multinational Groups.

WHAT ARE THE LOGISTICS OF TRADING OFFSHORE AND WHAT MAKES SWITZERLAND STAND APART FROM OTHER OFFSHORE LOCATIONS?

Switzerland is by far not an offshore location.

Beside the CIT of about 14-20% (depending from the canton), Switzerland apply a 35% WHT on any dividend distribution (hidden or disclosed), a VAT of 8% (ordinary rate) as well as some stamp duty and transfer taxes. There are a number of special tax regimes within EU which allow much better tax conditions than Switzerland.

WHAT CODE OF ETHICS DO YOU ADHERE TO AND WHO REGULATES THEM?

As a member of the Financial Action Task Force (FATF), Switzerland is committed to complying with and implementing the FATF recommendations to combat money laundering. The Federal Law to Combat Money Laundering in the Financial Sector (GwG) stems from this obligation.

WHAT FACTORS ARE ATTRACTING COMPANIES AND WEALTHY INDIVIDUALS TO SWITZERLAND? DOES YOUR JURISDICTION OFFER ANY INVESTMENT INCENTIVES?

Political and financial stability, fair tax regulation, excellent educational and health system, good logistic.

There are different investment incentives, at federal and cantonal/municipal level. The most interestings are for highly innovative products and services, such as a fonds perdu contributions, interest free loans, tax holidays, real estate incentives.

WHAT APPROACH DOES SWITZERLAND TAKE TO TAX EVASION AND DOUBLE TAXATION AGREEMENTS? AND WHAT PRESSURE HAS THE COUNTRY FELT OVER THE LAST 12MONTHS TO REFORM ITS BANKING SECRECY LAWS?

After the G20 in London, Switzerland did enter new or did review more than 30 DTTs, with most developed countries (except Italy!), taking over article 26 of the OECD Model Treaty.

In addition, Swiss Finance Minister is developing a so called “white money strategy” in order to transform the country’s image into a credible, tax compliant and competitive financial center, while still resisting the automatic exchange of bank account information.

HAS SWITZERLAND FELT ANY EFFECTS FROM THE ON-GOING EUROZONE CRISIS?

The economic uncertainties in some EU countries forced many wealthy individuals and entrepreneurs to relocate to Switzerland, even with some business and production activities.

It supplements the standards of the Swiss Penal Code, most notably article 305(a) and (b), and extends the due diligence obligations in financial transactions, long since applicable in the banking sector, to financial intermediaries not already subject to special legislation.

The adoption of the GwG brings Switzerland’s measures against money laundering into line with the relevant EC Directive and the 40 FATF recommendations.

Asset managers, money brokers, bureaux de change, foreign exchange and banknote dealers, solicitors, notaries and trustees especially, but also the Swiss Post are subject to supervision under the GwG.

Company: Fidinam & Partners Name: Christian Ballabio Email: Christian.ballabio@fidinam.ch Web: www.fidinam.ch Address: Via Maggio 1, 6900 Lugano, Switzerland Telephone: +41 91 973 13 43

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Employment Law Matters in Cross-Border M&A Transactions

EMPLOYMENT LAW MATTERS — in Cross-Border M&A Transactions

In any merger or acquisition, especially in cross-border deals, human resources and employment law compliance have become increasingly vital.

Although such issues will never lie at the heart of the international M&A process, they can prove perplexing over the course of a cross-border deal, from due diligence and acquisition-agreement drafting through closing and post-merger integration.

The significance of HR and employment issues is likely to vary depending on the specifics of each deal but are often somewhat more complex in crossborder transactions. It is important for prospective purchasers and vendors to address employment law considerations at the earliest opportunity in order to minimise further expense or delay further down the line. Acquisition Internationals speaks to the experts..

Carlo Fossati is an attorney at law, admitted to bar since 1995, partner of Studio Legale Ichino Brugnatelli e Associati since 2006. “When I joined the firm in 2003, I had already gained ten years’ experience with two domestic Law Firms, specializing in corporate law and labour law respectively. I regularly advise domestic and multinational companies on labour law issues related to mergers and acquisitions, restructuring and reorganizations, redundancies and downsizing. Company clients span from the banking and financial sectors to fashion, telecommunication, chemical and industrial sectors. Employment law issues frequently arise in cross-border transactions.

Italian constraining Employment Law is widely considered as one of the reasons for slow economic growth; but something is going to change on this side.

ACQUISITION INTERNATIONAL

Through 2011 and the first months of 2012, steps have been taken in order to allow every Company to negotiate their own employment agreements with the respective Company Trade Unions, even if departing from National Collective Agreements (NCAs) with respect to some provisions. Employment contracts at every job position level are regulated by Italian Civil Code, as amended by several pieces of legislation; nevertheless, high importance has been given for decades to NCAs. The provisions of the latter are compulsory: neither can they be diverted from by company collective agreements, nor by individual employment contracts. Therefore, they put heavy ties on medium or big sized employers, with regard to personnel costs on the whole, and especially with regard to individual and collective dismissals. A reform strategy involving employment law is bound to make Italy an easier place for multinationals to do business, and also to stimulate productivity to the benefit of workers, especially the young ones, who are more and more aware of their foreign competitors.”

Scott Landau is a partner with Pillsbury Winthrop Shaw Pittman LLP. His practice focuses on representing private equity clients and public companies in acquisitions, divestitures and restructurings within the U.S. and in crossborder transactions. He has significant experience designing executive compensation and nonqualified plan arrangements and providing counsel with respect to corporate governance matters.

ATTORNEY ADVERTISING. Results depend on a number of factors unique to each matter. Prior results do not guarantee a similar outcome. Pillsbury’s Executive Compensation and Benefits group advises on the spectrum of compensation, employment and employee benefits issues relating to cross-border transactions, post-transaction restructuring as well as day-to-day operational matters, including: • Uncovering legal risks and hidden liabilities and assisting with deal document negotiations as they relate to human resources issues; • Negotiating employment, transition and retention arrangements; • Advising on tax and funds flow aspects of transaction bonuses and other compensation; • Assisting with works council and union notification and consultation requirements and supporting employee representative negotiations; • Advising on workforce reductions, in accordance with applicable employment protections such as “acquired rights” in the EU and the UK transfer of undertakings regulations; • Implementing data transfer procedures in compliance with data privacy laws; and • Facilitating payroll and benefits administration readiness on “day one”.

Collaborating with our non-U.S. offices and trusted local counsel, Pillsbury has managed these and Continued on next page...

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SECTOR SPOTLIGHT:

Employment Law Matters in Cross-Border M&A Transactions related activities for our clients’ cross-border acquisitions, mergers and divestitures involving operating entities in dozens of international jurisdictions. For multinational deals, each country’s legal and tax regime and HR practices raise unique issues. For example, the identification and allocation of employee related liabilities is enormously jurisdiction dependent, and may include the funding of “gratuity” entitlements in India, mandatory profit sharing in Mexico and “FGTS” termination indemnities in Brazil, to name but a few. Structuring incentive pay is another challenging area for multinational enterprises. Pillsbury advises on tax, securities law and design aspects of traditional stock-based compensation, as well as profits interests, “phantom equity” plans and cash bonus compensation for private companies. Here, too, jurisdictional laws, tax efficiency concerns and other country-specific factors drive the design, implementation and administration of these arrangements. With our recent transactional experience in over 50 countries, Pillsbury adds value for our globally oriented clients.

employment is permitted, allowing an employer to terminate an employee without cause, termination of an employee in Korea may only take place by a showing of just cause for the termination, which is a very high standard to meet. Furthermore, Korean labor laws require an employer to pay minimum severance pay to an employee upon termination, even though the termination is for just cause with very limited exceptions. Therefore, educating foreign clients on these issues becomes a challenge, and once educated, implementing policies that are compliant with local laws but compatible with the client’s global policies can be a long and challenging process.”

Yulchon was established in 1997, and since its inception, employment law has been one of the key practices of Yulchon. Attorney Advertising - Results depend on a number of factors unique to each matter.

Prior results do not guarantee a similar outcome.

Mr. Sang Wook Cho is Partner at Yulchon LLC and Mr. Raymond M. Kang: Partner; Yulchon LLC. Mr. Raymond M. Kang commented:

“I have been in charge of labour and employment law since 1998. We have notably been involved in the major restructuring operations of a worldwide industrial group of companies and have assisted several banks in negotiating their process of a social plan in the framework of collective redundancies.My team assists clients in all aspects of employment law. The services we provide include drafting employment contracts, advice on employment termination, assisting clients in information/consultation procedures and negotiating with employees representatives/trade unions in respect of collective bargaining agreements/ social plans.”

“Labor and employment matters can be among the most challenging issues a company faces, especially for foreign client because the labor environment and employment laws are quite different from jurisdictions like the US. In addition to the employee-favorable legal environment, there is often a personal element and cultural norms and unique local practices that come into play which are only familiar to practitioners with substantial experience. To that end, unlike other law firms that engage in employment law matters as a secondary or incidental practice, Yulchon has a team of employment law specialists whose main practice focus is employment law, which enables us to provide our clients with expert advice on both a legal and practical level that is second to none. Furthermore, because we regularly advise Fortune 500 companies and other foreign-invested companies in Korea on employment issues, we are very familiar with the types of employment issues foreign clients are interested in and therefore are able to provide effective advice that is on point in a highly efficient manner.”

CAN YOU PLEASE DEFINE THE KEY EMPLOYMENT LAWS IMPLEMENTED WITHIN YOUR JURISDICTION? AND EXPLAIN THE COMPLEXITIES OF SIMULTANEOUSLY ADDRESSING MULTIPLE COUNTRIES’ EMPLOYMENT LAWS? “There are many complex employment issues that arise as a result of doing business in multiple jurisdictions. One of the most frequent issues we encounter is in relation to employment termination.

In many cases, foreign companies (particularly US companies) that establish a Korean presence, either by way of incorporating or through an acquisition, wish to impose their global employment rules and regulations for consistency and ease of personnel management.

Certain issues, such as termination, however, are quite different in that unlike the US, where at-will

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Anne MOREL is partner with BONN STEICHEN & PARTNERS in charge of labour and employment law as well as compensation and benefits. She can assist and represent in court mainly industrial companies and companies of the banking sector. BONN STEICHEN & PARTNERS was founded on January 1st, 2012 by eight of the original ten partners of the former firm BONN SCHMITT STEICHEN.

CAN YOU PLEASE DEFINE THE KEY EMPLOYMENT LAWS IMPLEMENTED WITHIN YOUR JURISDICTION? “Luxembourg employment law is predominantly based upon the Labour Code, which also contains provisions implementing European directives (e.g. posting of employees, protection of employees in the event of transfer of undertaking…). When carrying out cross-border transactions, attention must specifically be brought to the timing in implementing the various national legal requirements.

WHAT ARE THE KEY BENEFITS OF HAVING AN EMPLOYMENT LAW EXPERT ON THE DEAL TEAM? “In case of collective redundancies, the employment terminations are null and void if the employer has not complied with the legal requirements.”

Company: Pillsbury Winthrop Shaw Pittman LLP Name: Scott Landau Email: scott.landau@pillsburylaw.com Web: www.pillsburylaw.com Address: 1540 Broadway | New York, New York 10036 Telephone: (212) 858-1125

Company: Ichino Brugnatelli e Associati Name: Carlo Fossati Email: carlo.fossati@ichinobrugnatelli.it Web: www.ichinobrugnatelli.it Address: Via Mascheroni, 31 – 20145 Milan – Italy Telephone: +39 02.4819.3249

Name: Mr. Sang Wook Cho Email: swcho@yulchon.com Telephone: +82-2-528-5200

Name: Mr. Raymond M. Kang Email: rkang@yulchon.com Telephone: +82-2-528-5200

Company: Yulchon LLC Web: www.yulchon.com Address: Textile Center 12F, 944-31 Daechi 2-dong, Gangnam-gu, Seoul 135-713 Korea

HOW CAN YOU AND YOUR TEAM ASSIST PROSPECTIVE ACQUIRERS IN OVERCOMING EMPLOYMENT LAW ISSUES THROUGH EACH STAGE OF A CROSS BORDER TRANSACTION? “We first assess the implication of the contemplated transaction on the personnel in respect of any eventual prior information/consultation requirements and of any information/consultation/negotiation requirements to implement the transaction. We assist our clients throughout the process and prepare any ancillary documentation related to the said transaction.”

Company: BONN STEICHEN & PARTNERS Name: Anne Morel Email: mail@bsp.lu Web: www.bsp.lu Address: 22, Rives de Clausen L-2165 LUXEMBOURG Telephone: +352 26025-1

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Employment Law Matters in Cross-Border M&A Transactions

Michael Kavanagh is a Partner and Head of the Employment, Pensions and Employee Benefits Team at LK Shields Solicitors, a leading corporate and commercial law firm based in Dublin, Ireland.

Michael is also a Partner in the Litigation and Dispute Resolution team and has been consistently recommended for his employment and litigation skills by leading publications. Michael is a hugely experienced employment litigator and has acted in many employment related matters including those resulting from cross border M&A transactions.

“Since the establishment of LK Shields Solicitors in 1988, employment law has been one of the core services that the firm offers,” he explains. “Our employment team has grown considerably since the establishment of the firm and now comprises 14 experienced and specialist advisers. We act for many prestigious domestic, international and plc clients to whom we provide a full range of employment law services.

We provide active partner involvement on every matter and apply legal expertise, business understanding and experience to find practical, effective and innovative legal solutions.

We are widely regarded by our clients and peers for taking a client-focused and commercial approach which we believe distinguishes us from our competitors.”

Michael proceeds to define the key employment laws implemented within his jurisdiction, and outlines the complexities of simultaneously addressing multiple countries employment laws.

The employment law regime in Ireland is highly regulated, with specific laws dealing with minimum wage, minimum notice, non-discrimination, unfair or discriminatory dismissal, working time, holidays and other areas of leave such as maternity leave, adoptive leave, parental leave and carer’s leave. In the context of cross-border M&A, the most important legislation is in the area of unfair dismissal, redundancy and the transfer of undertakings. Irish law provides specific statutory protection for employees who have been unfairly dismissed from their employment.

A dismissal will be unfair unless it results wholly or mainly from one of a number of specified grounds including capacity, competence, conduct and redundancy. The possibility of implementing redundancies often arises in the context of crossborder M&A. In order to validly make an employee redundant in Ireland an employer must not only

ACQUISITION INTERNATIONAL

have a legitimate basis for making the redundancy, the employer must also apply a fair process when selecting the employee. Irish law also requires an employer to make a statutory redundancy payment to an employee with over two years’ service who is dismissed by reason of redundancy.

“Irish law provides that a collective redundancy arises where an employer makes redundant, within a period of 30 consecutive days:

(a) At least 5 employees in an establishment normally employing more than 20 and less than 50 employees; (b) At least 10 employees in an establishment normally employing at least 50 but less than 100 employees; (c) 10% of employees in an establishment normally employing at least 100 but less than 300 employees; or (d) At least 30 employees in an establishment normally employing 300 or more employees.

Different countries have different rules and regulations in the area of employment law, which need to be carefully considered in a cross-border situation. Different timescales may apply in different countries and this may affect the timing of the deal.

Also, the risk attached to non-compliance may be significantly higher in some countries.

For instance, in Ireland there is a possible fine of up to €250,000 where an employer dismisses employees in a collective redundancy process without providing appropriate notification to the Minister. Also, an employee may be awarded up to a maximum of two years’ gross remuneration where he/she is unfairly dismissed or where the employer fails to comply with the transfer of undertaking regulations.”

Human resources and employment law compliance has become increasingly vital in cross-border M&A transactions, Michael elaborates.

“The potential exposure for an employer failing to comply with employment legislation has increased in recent years with significant fines arising for failure to comply with collective redundancy, health and safety and other employment statutes. In this much more regulated environment, employment compliance failures that have not been properly disclosed by a seller prior to the transaction can give rise to significant cost for a potential purchaser that has not adequately protected itself with the benefit of expert legal advice.

Purchasers should seek warranties in relation to the accuracy of the business’ employment records and their compliance with employment law. If it transpires that this information does not comply with statutory requirements or is materially out of date, it may be possible for the purchaser to recover the costs

of correcting the non-compliance if they had sought such an indemnity from the seller”.

Compliance with information and consultation obligations when the potential deal is still confidential can prove difficult for both the seller and the purchaser and the careful management of information with employee representatives at this time is imperative.”

Michael has some predictions for the future of employment law and gives us his thoughts on the next 12 months within the industry.

It is likely that businesses will continue to implement redundancy, restructuring and other cost-cutting programmes in order to reduce costs and increase efficiencies,” he explains. “Compliance with procedural requirements during consultation processes will continue to be instrumental in limiting the risks associated with such changes.

“Given the costs for asset purchasers of complying with the transfer of undertakings regulations, it is envisaged that purchasers may seek to structure deals to minimise such costs from the outset. Obviously, it is fundamental to obtain the appropriate legal advice on this issue before proceeding with a transaction.”

Company: LK Shields Solicitors Name: Michael Kavanagh Email: mkavanagh@lkshields.ie Web: www.lkshields.ie Address: 39/40 Upper Mount Street, Dublin 2 Telephone: +353 1 661 0866

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SECTOR SPOTLIGHT:

Cross Border Investment Opportunities 2012

CROSS BORDER

— Investment Opportunities 2012

In 2011, global M&A transactions totalled $2.18trn; the highest total since 2008, within this, cross-border activity rebounded strongly, representing 41.5% of all global M&A activity. Acquisition International speaks to the experts. ACA&S was established in 1991 by its two founding partners, Mr. Sola Adepetun and Mr. Afolabi Caxton-Martins. Mrs. Funke Agbor and Mrs. Felicia Kemi Segun were admitted to the partnership in 1993 and 2000 respectively In 2007, ACA&S admitted Ms. Taiwo Afonja and Mr. Ben Unaegbunam as partners.

Afolabi Caxton-Martins is Partner and Head of the Corporate/Commercial law practice group at Adepetun Caxton-Martins Agbor & Segun (“ACA&S”), he comments on why cross-border deals tend to be more problematic than traditional domestic transactions: “One recurring issue is getting the local target company and its management to appreciate and fully cooperate with the degree of FCPA or anti bribery due diligence that may be required to be conducted and the implementation of codes of compliance going forward. The enhancement of corporate governance at board level also needs careful handling as the acquiring entity seeks to impose or integrate its corporate on the target. European /American culture is very different from Nigerian and the ability to manage the transition particularly where the target has been managed almost as a personal or family business can be a big challenge.”

AFOLABI, WHICH SECTORS IN NIGERIA ARE CURRENTLY ATTRACTING INVESTORS? “Banking, oil and gas, insurance, hospitality, real estate, telecommunications and healthcare sectors have proved popular with foreign investors. For example, in the oil and gas sector, ACA has invested in DWC Drilling Limited, Capsea Marine Limited, Linetrale Gas Limited. Emerging Capital Partners (ECP) invested in Oando Plc (the largest indigenous oil and gas company currently listed in both Nigeria and South Africa). In the insurance sector, ECP invested in Continental Reinsurance while ACA has made an investment in Cornerstone Insurance Plc. In the Real Estate sector, Capital Alliance Property Investment Company (CAPIC) is a real estate fund with investments in the hotel business and in real estate development.”

Bookbinder Business Law commenced business in January 2010, subsequent to Jeffrey Bookbinder having left Collins Newman & Co after 16 practice relationship with that firm. Jeffrey Bookbinder is the owner of a boutique corporate commercial law firm with offices in Gaborone, Botswana, Bookbinder Business Law. Jeffery comments on the major buy and sell-side challenges associated with cross-border deals: “I believe that the challenges are similar and that is to ensure that the parties understand the nature of our legal system. In a recent transaction in which we acted for a multi-national acquiring Botswana assets it required an understanding of

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how land tenure is unique in Botswana but with the proper advice a transaction can be affected which provides security of title.”

JEFFREY,WHICH COUNTRIES ARE CURRENTLY ATTRACTING THE MOST ATTENTION FROM FOREIGN INVESTORS AND WHY? AND WHAT FACTORS HAVE CONTRIBUTED TO CROSSBORDER M&A ACTIVITY GETTING BACK TO 2008 LEVELS? “In our experience African countries have been leading the way in resource driven transactions. In this part of the world, South Africa and Botswana have seen strong inward investment. Regarding 2008, whilst I am not an economist, in Botswana, the key factor was to the drive to acquire mineral resource licences and in particular in the vast coal bed and coal methane fields in the east of the country.”

IN TERMS OF CROSS-BORDER INVESTMENT COMING INTO BOTSWANA, WHAT IS CURRENT LEVEL OF PRIVATE EQUITY INVOLVEMENT? “On the basis of anecdotal evidence alone, private equity funds interest in Botswana is growing.

In addition, local and regional funds are often establishing themselves in Botswana in order to effect both local and international investment.

DO YOU HAVE ANY PREDICTIONS FOR 2012, IN TERMS OF CROSS-BORDER ACTIVITY? ANY 2012 HOT SPOTS?

benign than the EU countries of CEE and their present investments in oil and banking will surely be followed by further expansion. Due diligence remains a vital component of all deals and an imaginative approach to a proper scope is needed. A virtual data room will be welcomed by accountants and lawyers but we always suggest that detailed tax reports are needed, that environmental checks can save significant future shocks and careful HR questioning is needed to understand the intricate relationships that can exist within a long established workforce. The benefits of commercial due diligence to understand the sensitivity of markets can also add great value to business planning (hance to valuations) and help form the post-purchase strategies.”

Company: Adepetun, Caxton-Martins, Agbor & Segun Name: Afolabi Caxton-Martins Email: acaxton-martins@acas-law.com Web: www.acas-law.com Address: 9th Floor, St. Nicholas House, Catholic Mission Street, Lagos, Nigeria Telephone: (01) 4622094, 4622480, 7406743

“The coal to energy sector in Botswana is on the cusp of a boom and this will be the year that many projects will be finalised and be taken to market.”

Chris Butters, partner at Virtu Partners comments on cross border activity in Serbia: “There can be little doubt that 2012 in Serbia is looking more positive for M+A than either 2010 or 2011. Maybe this is due to more distressed assets being re priced, maybe due to tired entrepreneurs retiring or perhaps we all now accept the new economic paradigm and are working within it. We can live with lower valuations, flatter growth trajectories, inconsistent macro-economic data, tight debt markets and a dead stock market - but at least we have a stability to work within!

However many sectors remain strong - we believe food, healthcare and energy will all show sustainable strengths and look for the Serbian privatisation to open the electricity markets further in future. We anticipate a continued growth in domestic sellers and regional buyers with mid-market strategic buyers being more prevalent than PE funds. This is primarily due to Serbia being a smallish market with a generally poor ability to achieve tax efficient leverage. However a few PE deals do happen (with a heavy equity ticket) and will continue to do so as funds exhaust the options in other CEE countries.

We expect to see continued investment from Russian investors who find the Serbian environment more

Company: Bookbinder Business Law Name: Jeffrey Bookbinder Email: jeffrey@bookbinderlaw.co.bw Web: www.bookbinderlaw.co.bw Address: First Floor, Standard Chartered House, Main Mall, Private Bag 382, Gaborone Telephone: +267 3912 397

Company: Virtu Partners Name: Milan Milicevic Email: office@virtupartners.rs Web: www.virtupartners.rs Address: 23-25,Takovska street, Belgrade 11 000, Serbia Telephone: +381 11 333 0 555

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Cross Border Investment Opportunities 2012

Sophie Mathur is a partner of Linklaters LLP and is based in the Singapore office. Sophie’s focus is on M&A, joint ventures and private equity. Here, she talks to Acquisition International about Singapore being the hub for clients across South East Asia.

CROSS-BORDER DEALS TEND TO BE MORE PROBLEMATIC THAT TRADITIONAL DOMESTIC TRANSACTIONS; CAN YOU PLEASE HIGHLIGHT THE MAIN CHALLENGES YOU FACE ON A DAY TO DAY BASIS WHEN WORKING ON A CROSSBORDER DEAL? A key challenge is negotiating across different business cultures with parties who are used to their own legal traditions and market practices. For example, a purchaser used to the civil law concept of acting in good faith is likely to be starting from a different point to a seller who is applying the common law concept of caveat emptor - “buyer beware”. If not well-advised, this could lead to purchasers agreeing to seller-friendly terms in documentation because they think that they are protected by generally applicable rules that do not need to be expressly stated in the documents. In cross-border transactions, the unspoken commercial understandings that may be present between parties who come from the same market often simply do not exist. An advisor needs to understand when a client is giving up a point because it is genuinely the commercial intention and when the client may not fully appreciate what has been conceded.

WHAT ARE THE MAJOR BUY AND SELL-SIDE CHALLENGES ASSOCIATED WITH CROSSBORDER DEALS? On the buy-side, a major challenge lies in accurately identifying and pricing risks. In the emerging markets, this issue is particularly acute in the context of regulatory risks as these are the “black swans” of emerging market M&A, i.e. at the time of making the investment decision, the risk may seem remote but if it were to crystallise, the impact could wipe out value. A recent example would be the revocation of the telecoms licences in India.

The only way to reduce this risk is to conduct a holistic due diligence exercise, incorporating not only financial and legal due diligence but a more wide-ranging exercise considering regulatory risk, the climate for investors in the relevant sector and whether there are macroeconomic or political trends (growing nationalisation being an example) that could lead to a change in such a climate on the horizon.

On the sell-side, key concerns would be ensuring certainty of execution and a clean sale. With the recent economic uncertainty, purchasers are increasingly insisting on a material adverse change clause (a “MAC”). If a sale process is aborted postsigning, it is very difficult to start a second sale process. Minimising walk-away rights is therefore

ACQUISITION INTERNATIONAL

close to sellers’ hearts and this can be done by reducing the generality of a MAC, carving out nontarget specific matters and including high thresholds that must be met before a MAC can be invoked, e.g. in excess of 30%.

As companies with declining fortunes try to sell their non-core or less profitable businesses, we have seen a spate of sales being made, or attempted to be made, on an “as-is-where-is” basis. The seller’s aim in such a sale is to require the purchaser to price its risk, i.e. reflect any concerns it has in the price rather than by seeking contractual protections in the sale documents. We have seen very few sellers achieve this to the desired extent – purchasers expect sellers to be willing to stand behind at least the fundamentals of the business and, increasingly common in such deals, to warrant that there have been no material omissions in the diligence.

The sellers who come closest to succeeding in making “clean sales” are those who run orderly and open diligence processes and are consistent in their negotiating stance.

IN 2011, CROSS-BORDER ACTIVITY REBOUNDED STRONGLY, REPRESENTING 41.5% OF ALL GLOBAL M&A ACTIVITY; WHICH COUNTRIES ARE ATTRACTING THE MOST ATTENTION FROM FOREIGN INVESTORS AND WHY? China continues to be attractive to foreign investors for all the obvious reasons.

A region that is enjoying increased investor interest is South East Asia, and in particular Indonesia.

Having just been upgraded to investment grade status, Indonesia is the likely recipient of funds earmarked for Asia that until now have been held back by its non-investment grade status. Investors are also attracted by the growth of the middle class – the Economist Intelligence Unit has estimated that 75 million Indonesians will enter the middle class in the next 10 years. Those sectors – such as retail, financial services and healthcare – that will benefit from the growth of this middle class are bound to receive greater investor attention. Myanmar is also currently attracting increased attention, particularly

from Japanese investors. China has stolen a march on other foreign investors in Myanmar and it will be interesting to see how long or short-lived the newfound investor interest will be once it becomes clear just how entrenched China’s interests are in Myanmar.

There are two factors that are driving the interest in countries like Indonesia and Myanmar - the thirst for yield and the search for natural resources.

Indonesia and Myanmar are rich in the latter and are rich in opportunity for the former. The results recently announced by the Indonesian banks amply demonstrate the potential – CIMB Niaga, Indonesia’s fifth largest bank, increased its net profit by 25% and Bank Permata, Indonesia’s eighth largest bank, saw a 14% increase in net profit.

DO YOU HAVE ANY PREDICTIONS FOR 2012, IN TERMS OF CROSS-BORDER ACTIVITY? ARE THERE ANY 2012 HOT SPOTS EMERGING? From a jurisdiction perspective, South East Asia will continue to be a draw for investors although Vietnam might lose its lustre if its currency continues to fluctuate. Africa may also be more prominent on investors’ radars. We have recently advised Standard Chartered Private Equity on its investment in ETC Group, an agricultural supply chain operator in east and southern (sub-Saharan) Africa and are currently advising on a deal in Nigeria.

From a sector perspective, we expect the commodities sector to continue to be busy. The activity here may not simply be plain vanilla M&A but is likely to be, for example, an equity investment coupled with a supply agreement, which is intended to secure supply.

Any sectors that are fuelled by the growing middle class and aging populations in the emerging markets will also be hot spots. Insurance and healthcare are likely to be the most likely beneficiaries of this macro-trend.

Company: Linklaters Allen & Gledhill Name: Sophie Mathur Email: sophie.mathur@linklaters.com Web: www.linklaters.com Telephone: + 65 68907303

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25

SECTOR SPOTLIGHT:

When Litigation is the Only Option

WHEN LITIGATION — is the Only Option

In the beginning the financial crisis brought an influx of work to corporate litigators around the world but in these relentlessly challenging economies, despite the presence of further and greater financial upheaval, the demand has not been sustained.

Alternative methods of dispute resolution have clearly had an impact and many firms who hadn’t already, have taken this opportunity to expand their expertise into alternative methods such as arbitration and mediation.

There’s no denying the effectiveness of such methods, especially from a cost point of view, however not all disputes can be settled by alternative methods and sometimes litigation is the only option. Litigation is an expensive and time consuming process that can leave all sides feeling dissatisfied, it is therefore essential to work with an experienced and tenacious litigator who will take the time to understand the client’s business objectives and prepare and research a solid case in order to identify the fastest and most cost-effective route to the end. Acquisition International speaks to the experts.

Richard Walford is a barrister in independent practice, specializing in international and domestic commercial disputes, working from Serle Court Chambers, 6 New Square, Lincoln’s Inn, and London WC2A 3QS. Richard specializes in commercial disputes and fraud and company law. He comments on who normally engages his services and his recent experience: “I am regularly retained by English solicitors, mainly but not exclusively working from the City of London, together with lawyers from the

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US, from European and Asian countries and also Australia. The end clients range from the largest multinationals through smaller companies down to individuals.”

“I recently acted for Roman Abramovich in a massive fraud claim involving Russian corporate transactions, culminating in the sale of oilfield assets to Gazprom for US $13.6 billion.”

“In 2011 I acted for two Defendant companies in the long-running Masri v Consolidated Contractors International litigation, where judgment debtors were seeking to avoid paying US $70 million judgment debts by legitimate means.”

“I have also acted on behalf of a Director of a collapsed hedge fund who was facing misfeasance claims and for trustees in recovering from their former fiduciary agent the several million pounds he had stolen from the trust.”

WHAT STEPS HAVE BEEN TAKEN BY THE COURTS IN ENGLAND TO IMPROVE EFFICIENCY AND SPEED UP THE LITIGATION PROCESS, AND HOW HAS THE CONTINUING GLOBALISATION OF LITIGATION ALTERED THE PROCEDURE AND ITS ENFORCEMENT?

“The English courts are presently very hot on “case management” and are reluctant to permit cases to drag on unnecessarily. Dates for trials are allotted not too far ahead, so that concentrates the parties minds on progressing the case efficiently.

Enforcement across borders has (with honorable exceptions) become easier – at least in theory. But the unwillingness of some jurisdictions to recognize freezing orders or orders requiring disclosure by a defaulting defendant of his assets can provide additional challenges.”

Rupert Croft, Partner and Head of Litigation and Dispute Resolution, Maitland Walker LLP, he specializes in commercial disputes with a particular focus on general commercial, property, tax, financial services and anti-trust disputes. Rupert comments on how the global downturn has impacted both the type and the volume of work in his jurisdiction: “There was an upturn in 2008 during which claimants sought legal advice on potential claims that they may not have pursued previously. The volume of work in the UK has subsequently remained high, reflecting the fact that there is often a time lag, often of several years, between the dispute arising and resolution.

The global downturn has triggered insolvency related claims involving banks, professional negligence

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

When Litigation is the Only Option

claims and claims in the financial services sector where financial products have not performed as well as anticipated.”

The English Civil Procedure Rules impose on the parties to civil litigation an obligation to at least consider Alternative Dispute Resolution (ADR) methods of resolving disputes. The English Courts are keen for parties to attempt ADR in all but the most exceptional cases. The Courts have the power to impose sanctions on any party unreasonably refusing to attempt ADR. Mediation is the most common form of ADR in the UK. In our experience, the most common types of disputes are currently insolvency related claims involving banks, professional negligence claims and claims in the financial services sector where financial products have not performed as well as anticipated, as well as breach of contract disputes.”

HOW DO WORK WITH BUSINESSES TO HELP THEM AVOID DISPUTES IN THE FIRST PLACE? AND HOW DO YOU ENSURE THAT YOU ARE UP TO DATE WITH REGIONAL, TECHNOLOGICAL AND CULTURAL DEVELOPMENTS? “Maitland Walker LLP always works with its clients to avoid escalation of disputes, if at all possible.

Litigation is a last resort. Negotiation and ADR will be used to avoid disputes escalating.

We have a network of “best friend” firms around the world. The fact that our Senior Partner, Julian Maitland-Walker, edits The European Competition Law Review leads to substantial interaction with foreign lawyers and other professionals.”

HOW HAS THE CONTINUING GLOBALIZATION OF LITIGATION ALTERED THE PROCEDURE AND ITS ENFORCEMENT? “Litigation continues to grow on a global scale and procedures have adapted with the increase in international disputes, although not to the extent comparable with worldwide telecommunications and email.

When entering into an international agreement, it is customary to stipulate the applicable jurisdiction and law that will apply for the duration of the agreement and to any dispute arising from the agreement.

English Courts will typically regard such jurisdiction clauses as valid. This can lead to multi-party and multi-national disputes in the English courts in which the laws of another country may be applied.

More popular, however, is for legal representatives to advise resolution of international disputes by way of Arbitration.

Generally speaking, enforcement of judgments between Member States of the EU is more straightforward than enforcement further afield.”

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Andriy Stelmashchuk is Partner of the Dispute Resolution team at Vasil Kisil & Partners Law Firm.

He specializes in tax, competition and corporate disputes, with a strong focus on banking and finance disputes. Their main clients are large international and foreign companies (mainly, from USA, EU and Russia). Most of our Ukrainian clients are large national businesses or subsidiaries of large foreign companies.

Andriy commented: “The period of economic challenge in Ukraine has definitely fuelled litigation in our jurisdiction. Since the disputes in the spheres of banking, construction, real estate, insurance, and finance were on the rise, we have experienced a significant peak in demand by virtue of our legal excellence and professionalism in litigation.

Though Ukrainian law recognizes domestic arbitration and institutional or ad hoc international commercial arbitration, litigation remains the most popular and called-for dispute resolution method in Ukraine. Moreover, pursuant to Ukrainian legislation, certain types of disputes cannot be referred to arbitration.

The most common types of disputes leading to litigation in Ukraine are disputes in banking and financial sectors, tax disputes and corporate disputes, with the banking and financial sectors currently attracting the most cases.

Recent judicial reform in Ukraine introduced strict time limits, within which the courts are obliged to conduct every stage of the proceedings, by shortening (on average by half) current procedural terms.

Company: Serle Court Chambers Name: Richard Walford Email: rwalford@serlecourt.co.uk Web: www.serlecourt.co.uk Address: Serle Court, 6 New Square, Lincoln’s Inn, London WC2A 3QS UK Telephone: +44 (0)20 7242 6105

Company: Maitland Walker LLP Name: Rupert Croft Email: rupert.croft@maitlandwalker.com Web: www.maitlandwalker.com Address: 19 Imperial Square, Cheltenham, Gloucestershire, GL50 1QZ Telephone: +44 (0)1242 285855

There has also been no evident increase in regulation in the financial services sector in Ukraine. On the contrary, the liberalization is taking place, which leads to more autonomy of the financial market players from the state.”

ON A LIGHTER NOTE, FROM GATHERING EVIDENCE TO APPEARING IN THE COURTROOM, WHAT IS YOUR FAVORITE STAGE OF THE LITIGATION PROCESS? “My favorite stage in litigation is presenting the case in the courtroom. This is the place where I can both do my job best and enjoy my genius for acting.”

Company: Vasil Kisil and Partners Name: Andriy Stelmashchuk Email: stelmashchuk@vkp.kiev.ua Web: www.kisilandpartners.com Address: Leonardo Business Centre, 17/52-A, B. Khmelnytskogo Str., Kyiv, 01030, Ukraine Telephone:

March 2012 /

27

SECTOR SPOTLIGHT:

Corporate Imigration Review

CORPORATE IMMIGRATION — Review

The prevailing global economic uncertainty of the past few years has ignited significant debate across the world’s media and political classes on the desirability of bringing foreign nationals into local jurisdictions to participate in local labour markets. Immigration remains at the forefront of political debate across the globe.

London / United Kingdom

The prevailing global economic uncertainty of the past few years has ignited significant debate across the world’s media and political classes on the desirability of bringing foreign nationals into local jurisdictions to participate in local labour markets.

Immigration remains at the forefront of political debate across the globe.

Political campaigns in numerous countries have been dominated by immigration policy.

It is therefore imperative that business professionals seek the right advice from the right people in order to remain informed and updated with current procedures and processes.

Roger Gherson, from Gherson comments on corporate immigration in the UK: “With immigration being a hot political debate the workforces in the UK are largely affected by the policies implemented by the UK Border Agency (“UKBA”). As specialists in corporate immigration to companies within the

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FTSE100 index our day-to-day procedures and instructions to our clients have been tailored to ease the affects of the changes in order to ensure a continued fluidity of recruitment.

“Changes have meant that all jobs offered to non-EEA nationals must be of a Graduate Skill Level, as per the Code of Practice published by the UKBA. IntraCompany Transferees of multi-national companies required for employment beyond 12-months are to earn a salary of at least GBP 40,000 per annum.

Skilled jobs that are filled outside the resident workforce have been annually capped at a current limit of 20,700.

Organisations are required to make a request for a restricted Certificate of Sponsorship (“CoS”) to the Home Office, pending they have complied with the mandatory Resident Labour Market Test; forcing UK employers to advertise the position to the settled workforce for a minimum 28-day period and actively review the short-listings prior to requesting a restricted CoS. Allocation of such requests are assessed on a points based criteria. Exemptions are in-place for salaries of GBP 150,000 but caps remain.

Despite the caps and obstacles that have arisen – changes to other immigration categories have had an inevitable affect on the demand for visas under Tier 2. The closure of Tier 1 (General), plus impending

closure of the Tier 1 (Post-Study Work) route has meant that more UK employers are seeking Sponsor Licenses from the UK Border Agency to enable them to sponsor a migrant from abroad. Demands remain high despite the economical climate therefore investment in the excellent remains priority for UK companies; success for the UKBA. Gherson advises on a wide range of immigration matters, including all points-based applications. The firm has significant expertise in obtaining investor visas and on choosing the most appropriate routes to residence and nationality

Company: Gherson Name: Roger Gherson Email: enquiries@gherson.com Web: www.gherson.com Address: 1 Great Cumberland Place London, W1H 7AL Telephone: +44(0)2077244488

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Corporate Imigration Review

Jim Alexander is a Managing Shareholder at Maggio + Kattar PC. He talks to Acquisition International regarding U.S. immigration law and the issues it faces in the recent economic downturn.

WHO IS MAGGIO + KATTAR AND WHAT DO THEY DO?

Maggio + Kattar represents clients in all facets of immigration law including corporate compliance, employment (non-immigrant and immigrant), family, asylum, naturalization and removal defence in the US and around the world. As a Washington DC based, immigration law boutique, Maggio + Kattar focuses exclusively on immigration law, but works globally through select partners in complimentery areas such as export control, tax, corporate and employment law.

Maggio + Kattar has expertise in complex, sophisticated matters such as employer compliance matters, mergers and acquisitions, as well as the full range of immigration waivers.

We often represent law firms on their immigration matters and receive referrals from other immigration law attorneys throughout the U.S. and around the world where routine representation has failed.

Our excellent client service, our competitive and comprehensive flat fees on high volume corporate immigration matters and our integration of technology into our practice together with the breadth of our expertise makes us unique among immigration law providers.

WHEN SHOULD A COMPANY RE-ASSESS CURRENT IMMIGRATION REPRESENTATION?

Jim believes that there is a trend among companies seeking or re-assessing their immigration representation toward a focus on quality of service and work product over quantity in case processing.

It has been our experience that some immigration firms have focused exclusively on timelines and filing metrics to the detriment of quality, customized legal work.

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WHAT IMPACT HAS A TURBULENT GLOBAL ECONOMY HAD ON GLOBAL MOBILITY?

Practitioners around the country have reported a higher level of scrutiny both at the U.S. immigration agency and at US Embassies and Consulates with respect to eligibility for immigration benefits. This has been within the intracompany transfer category (L-1) as well as for training and short term business visits (B-1 and J-1). Often requests for renewal filed in the U.S. are subject to additional evidentiary requests and copious amounts of time are required to satisfy the agency’s requests on what would previously have been very routine matters.

IN THE CURRENT U.S. ELECTION CYCLE, HOW DO POLITICS AND IMMIGRATION COLLIDE?

Immigration continues to be a political football in the US. There are consistently proposals put before Congress and recommendations made by the current Administration that address specific issues such as status for children brought into the U.S. illegally at a young age, changes to the allocations of immigrant visa numbers, etc. Both parties – Democrats and Republicans – are divided on how to address these issues while maintaining a tough stance on border security.

In the most recent State of the Union speech, the President put forth several important immigrant objectives, however, without Congressional support; there will likely not be any movement on these issues in the near term.

The current Administration has made it difficult for businesses to move employees around on a global scale to meet their on-going employment needs.

This, combined with the additional compliance measures implemented since 2008 has encouraged more businesses to send jobs overseas and new businesses to rethink the timing and scope of their US operations.

WHAT ARE THE U.S. QUOTAS FOR COMMON TEMPORARY AND PERMANENT VISA CATEGORIES?

On the temporary visa side, H-1B visas for professional, specialty workers have an annual quota of 65,000 with allocations for individuals from Chile and Singapore. Also, individuals that have attained a U.S. advanced degree have an additional 20,000 annual quota.

This fiscal year the H-1B quotas were filled in late November and new H-1Bs cannot be filed for the new fiscal year until April 1, 2012 with an October 1, 2012 start date. E-3 visas are reserved for Australian nationals and are limited to 10,000 per year. The E-3 quota has never been reached.

Both H-1B and E-3 visas require that the individual possess a bachelor’s degree (or higher) or the equivalent in the relevant field and that the degree/ education be related to the professional/specialty position.

On the immigrant visa (green card) side, there are annual quotas based on employment based categories (EB-1 through EB-5) and further separated by the prospective immigrant’s country of birth. In the first and fifth preference categories and for many countries in the second preference category (EB 2), there are currently no backlogs or quota limitations; however, for several countries such as India and China there are lengthy delays in both the EB-2 and EB-3 category. The EB-3 category also has a substantial delay for nationals of all countries.

An EB-2 filing generally requires that the position need a minimum of a bachelor’s degree (or the equivalent) followed by 5 years of progressive work experience or a master’s degree in the relevant field.

For the EB-3 category the position must require and the individual being sponsored must have two years of work experience or more (skilled worker) or that the individual have a bachelor’s degree or the equivalent in the field.

Company: Maggio + Kattar Name: Jim Alexander Email: jalexander@maggio-kattar.com Web: www.maggio-kattar.com Address: 11 Dupont Circle, NW, Suite 775 Washington DC 20036 Telephone: 202-483-0053

March 2012 /

29

SECTOR SPOTLIGHT:

Corporate Imigration Review

CORPORATE IMMIGRATION — Review

Katie Malyon is the Principal of Katie Malyon & Associates Lawyers, Australia’s second largest immigration law practice. Here, Katie talks frankly to Acquisition International about it.

WHAT AREAS OF IMMIGRATION LAW DO YOU SPECIALISE IN? AND HOW ARE YOUR SERVICES SUPERIOR TO THOSE OF YOUR COMPETITORS?

“We specialise in corporate immigration law and have won the ACQ Law Award for Corporate Immigration Law Firm of the Year –Australia each year since 2009.

The only Australian immigration lawyer personally referred to in the Asia Pacific 500, I have been recognised by peers as one of the Best Lawyers Immigration 2009/2010, 2010/2011and again 2011/12 in the Australian Financial Review. In 2011, I was shortlisted for New South Wales Woman Lawyer of the Year.

We have over 50 professional staff including lawyers and registered migration agents who are highly experienced and who genuinely care about our clients – as well as each other. This is our competitive advantage. The success of Katie Malyon & Associates, recognised by the Business Review Weekly as one of the fastest growing businesses to have started up in Australia in the period 20052010, is largely due to 2 key factors - engaged staff delivering superior services to our clients, both in Australia and overseas. Using our immiTRAC™ services we keep our clients informed of visa expiry and sponsorship expiries.

Katie Malyon & Associates is also a member firm of the Global Alliance of Business Immigration Lawyers. Through Global ABIL, we have a global reach to partner law firms around to world.”

PLEASE DESCRIBE A TYPICAL CLIENT - I.E. LARGE/MEDIUM SIZE FIRM/INDIVIDUALS AND HOW THEIR DEMANDS HAVE CHANGED OVER THE LAST 12 MONTHS?

“Our clients range from government agencies, large multinationals, offshore enterprises seeking to establish a presence in Australia, Australian subsidiaries of large multinationals and SMEs wanting to facilitate the engagement of foreign workers in managerial, skilled and technical roles.

We also assist individuals wanting to live and work in Australia, high net worth individuals seeking to invest in Australia as well as people wishing to join their family in Australia.

In addition, clients seek our services to assist with compliance monitoring by immigration and workplace regulators. We also assist with applications for merits and judicial review.

The last 12 months have seen steady growth in our experience by comparison to 2008-2009 during the GFC. At a time when many advanced economies

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are struggling to grow at all the Australian economy has gone from strength to strength, particularly in our mining, construction and agribusiness sectors.

There has been increased interest from businesses in China, India and Thailand seeking to establish a presence in Australia.”

WHAT ARE THE ANNUAL QUOTAS FOR EMPLOYMENT BASED IMMIGRATIONS WITHIN YOUR JURISDICTION? AND WHAT REQUIREMENTS DO IMMIGRANTS HAVE TO MEET IN ORDER TO ENTER?

“The temporary residence sponsored employee program is a demand driven program, that is, there are no quotas. Provided a business entity in Australia is lawfully and actively operating and can demonstrate that it has trained its Australian staff by spending a prescribed amount of payroll on training, application can be made to sponsor multiple expatriates in over 600 occupations during the 3 year validity period of the sponsorship approval. Most managerial, professional and trade occupations are included. Foreign workers must be offered terms and conditions of employment that are no less favourable than those offered to an Australian counterpart including being paid the market salary and which, in any event, must be at least A$49,330 p.a.

Businesses that operate overseas can also sponsor foreign workers’ temporary residence in Australia if they intend to establish operations in Australia or if they are needed to fulfill contractual obligations.

By comparison, the permanent entry program has programmed numbers. Planning levels of permanent migration for FY 2011-2012 are 185,000 with nearly 70% (125,850) are allocated for employment based applications.

Under the Employer Nomination Scheme for permanent residence application may be made by an Australian employer to nominate an expatriate for permanent residence in 480 occupations if any one of 3 alternate criteria are met. The expatriate must be paid in excess of A$250,000 p.a. - this is relevant for senior executives. Alternatively, the foreign national must obtain a favourable skills assessment for their nominated occupation from a gazetted ‘skills assessing authority’ and have worked in their nominated occupation for at least 3 years, unless exceptional circumstances apply. And, finally, application may be made by an expatriate who has been in Australia for at least 2 years on a range of visas (including the sponsored employee 457 visa outlined above) and who has worked for their nominating employer for at least than 1 year.

All immigrants are required to meet character and health criteria.”

CAN YOU PLEASE HIGHLIGHT AND EXPLAIN ANY RECENT CHANGES IN IMMIGRATION LAW POLICIES AND PROCESSES?

“Australian immigration authorities have introduced a new online system SkillSelect that will enable skilled professionals and trades people interested in migrating to Australia to record their details in a immigration database. This will enable them to be considered for a skilled migrant visa through an Expression of Interest (EOI). Having made an on-line EOI, intending migrants may be found and sponsored for a skilled visa by an Australian employer or State / Territory Government. Alternatively, they could be invited by the Australian Government to lodge a visa application without the need for sponsorship by an employer or State/Territory Government.

Employers will be able to review an expatriate’s EOI which will set out their occupation, qualifications and experience as well as English language ability, whether or not they are interested in being sponsored by an employer and the regions of Australia where they are willing to live and work. If interested, employers will be able to make contact with the expatriate to discuss employment opportunities with the company and possible sponsorship. There is no obligation to sponsor.

A notable recent development has been heightened monitoring activity with increased numbers of site inspections and audits as well as the issue of Infringement Notices and prosecutions.

Recent decisions in national workplace relations tribunal Fair Work Australia have confirmed that sponsors need to be cautious when considering dismissal of expatriates holding sponsored employee visas, even in circumstances where the dismissal is justified. Like their Australian counterparts, sponsored employees have access to industrial law remedies under the Fair Work Act 2009. If sponsors fail to comply with relevant workplace law, Fair Work Australia may order compensation or, if appropriate, reinstatement. And, such breaches of workplace law could impact on the sponsor’s continued ability to sponsor other expatriates for temporary or permanent residence in Australia.

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Corporate Imigration Review

As part of changes announced mid-2011 the Government has introduced new Enterprise Migration Agreements (EMAs) to allow major resource projects gain access to overseas labour for genuine skills vacancies that cannot be filled from the Australian labour market. Forecasted to streamline negotiation arrangements for access to overseas workers and deliver faster visa processing times, EMAs will be custom-designed, project-wide migration arrangements uniquely suited to the resources sector, ensuring skills shortages do not create constraints on major projects and jeopardise Australian jobs. This recognises the need for labour to support the A$380 billion investments in the pipeline for resources projects. EMAs will be available to projects with capital expenditure of A$2 billion or more and a peak workforce of 1,500 workers.”

HOW DOES YOUR FIRM ASSIST PROSPECTIVE CLIENTS IN ASSESSING THE IMMIGRATION IMPACT ON A CORPORATE REORGANISATION?

“Katie Malyon & Associates assists clients assess the immigration impact of corporate reorganization by understanding the nature the corporate change proposed and analysing the impact of the merger, acquisition or transfer of business on the employment of expatriates and being involved in the due diligence phase to assist resolve any immigration issues that arise.

The immigration impact of a corporate reorganization may take many forms. It may impact on the statutory obligations of existing sponsors to notify immigration authorities of the changes, the need for a new sponsorship application in some cases, possible new nominations for transferring employees, termination of sponsored employees in some cases and review of position descriptions for transferring employees to ascertain if new nominations are required.

In some cases, particularly during the GFC when businesses were right-sizing and redundancies were common, many employers engaged our services to advise sponsored employees of their visa options to remain in, or return to, Australia. This involved our professional staff meeting with a sponsored employee and partner to review their pathways to temporary and permanent residence and then consider the particular circumstances of the family to settle on a strategy to remain in, or return to, Australia.”

WHAT IMPACT HAS THE CURRENT ECONOMIC CLIMATE HAD ON BUSINESS IMMIGRATION PROCEDURE WITHIN YOUR JURISDICTION? AND HOW HAS IT AFFECTED THE NUMBER OF APPLICANTS AND THOSE WHO WERE ALREADY IN POSSESSION OF A VALID VISA?

“As Australia emerges from the GFC and with it ageing population acute skills shortages in some sectors of the economy, particularly the resources, construction and health sectors, is an indication that Australian employers’ reliance on overseas labour will increase. Added to this is interest from

ACQUISITION INTERNATIONAL

China and India in investing in Australia. Once the unemployment rate in Australia falls below 5.2% the number of sponsored employee visa applications lodged increases. The unemployment rate has tacked close to this level since mid-2011.

With the increased number of overseas workers, sponsoring businesses need to be fully aware of Australia’s complex and ever changing visa regime as well as related industrial relations laws.”

WHICH SECTIONS OF YOUR JURISDICTION HAVE EXPERIENCED THE LARGEST INFLUX OF IMMIGRANTS OVER THE LAST 12 MONTHS? AND WHAT ATTENTION HAVE THEY RECEIVED POLITICALLY?

“Australia’s permanent migration intake is fixed at 185,000 for the current year (excluding the Humanitarian program) and some streams within the program have quotas.

In the FY 2010/2011 program year, the largest source of migrants to Australia (36%) was delivered through the Skilled Migration stream. This is a points tested stream where applicants are afforded points on the basis of, amongst other criteria, age, qualifications, work experience in Australia or overseas, sponsorship by a State or Territory Government.

Many of these migrants had obtained professional qualifications in Australia as holders of Student visas and, having assimilated in Australia whilst studying here. The high Australian dollar is impacting on the continued success of the Student visa program and, in response, the Government has recently announced changes to the program to allow international students the opportunity to remain in Australia after university study to work for periods of 2 – 4 years depending on the qualification obtained in Australia.

Employer nominated migration is the second largest category in Australia’s migrant intake (26%). These applicants enjoy the highest processing priority with approvals for migration professional certified applications being approved in less than 1 month.

This is a politically popular migration model. About 25% of permanent visa allocations are for Partner visas, with many Australian partners complaining of the 5 – 9 month processing time.”

WHAT ARE YOUR THOUGHTS REGARDING THE GLOBAL POLITICAL DEBATE OVER THE DESIRABILITY OF BRINGING FOREIGN NATIONALS INTO LOCAL JURISDICTIONS TO PARTICIPATE IN LOCAL LABOUR MARKETS?

“This is not a debate in Australia. It is a necessity.

In 2010 there were 5 working age Australians for each person over the age of 65. Four decades ago there were 7.5. In the year 2050, based on current demographic trends (including immigration trends) there will be only 2.7 working age persons for every person over 65: Third Intergeneration Report Feb 2010. Then Prime Minister Kevin Rudd has warned

of an “ageing population time bomb” Sydney Morning Herald 19 Feb 2010. The message continues to be echoed by groups such as the Business Council of Australia and the Australian Industry Group.

Most economic indicators suggest the re-emergence of serious skills shortages in Australia – not only in the professional, technical and trades categories but also in semi-skilled labour including nursing assistants in aged care facilities, meat workers, truck drivers and, most recently, hospitality and tourism staff. The Resources Sector alone has estimated a shortfall of 39,000 trades people by 2015: Australian Government Resourcing the Resources Sector Employment Taskforce July 2010. And the Australian Computer Society has estimated that an extra 35,000 technology professionals will be needed by during the next 3 years.

This issue in Australia is not whether foreign workers are taking Australians jobs but whether their terms and conditions of employment are no less favourable: in simple terms, they are paid the market salary that counterpart Australians enjoy. Since Sept 2009, this has been the case for all sponsored employees. Other changes worthy of note and impacting on migration.

One issue that is being looked at by the Government is restricting Living Away From Home Allowance (LAFHA) tax benefits for temporary residents from 1 July 2012. The Australian Taxation Office has reported that the total amount of tax-free LAFAA recorded by employers has blown out from $162 million in 2005 to $740 million in 2011.

If proposed changes proceed, most expatriate temporary residents, including those on sponsored 457 visas, will lose their LAFHA entitlements. This will result in reduced take home pay for sponsored employees unless employers increase their gross income to compensate for the last tax benefits.

Employer groups and professional associations have indicated that restricting LAFHA benefits together with the high cost of living in Australia will make it more difficult to attract skills from overseas. They also forecast that the proposed changes will make it more likely that work on existing projects in Australia will be sent overseas.”

Company: Katie Malyon & Associates, Lawyers Name: Katie Malyon Email: kmalyon@malyonlaw.com Web: www.malyonlaw.com Address: Level 18 Australia Square | 264 George Street | Sydney NSW 2000 Telephone: +61 2 8247 8288

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SECTOR SPOTLIGHT:

Doing Business in Mexico

DOING BUSINESS — In Mexico Mexico has recently been noted as the fourth most targeted region in the emerging markets in 2011, when Mexico reportedly grew as much as 4 per cent.

“I believe that as every year our IP will grow and will be very active we will try to get Mexico in the Madrid Protocol and maybe we can finally get that system running in our Mexican system.”

Company: Intellectual Property Guardians Mexico Name: Ed Bourgoing Email: ebourgoing@ipguardians.com Web: www.ipguardians.com Address: Epsilon 181 Romero de Terreros 04310 Mexico D.F. Telephone: 56584724 55544149

Catedral Metropolitana de la Asuncion de Maria / Mexico

It is however predicted that 2012 is unlikely to be more dynamic than last year, with continuing doubts on the international front, in particular from Europe being a major factor in this. However, the better-than-expected news from the US, combined with Mexico’s robust domestic market, will almost certainly mean a more-than-fair year ahead for Latin America’s second-largest economy. Acquisition International speaks to Edgardo Bourgoing.

“I have worked in big law firms in Mexico and, for 12 years, I have been working in my own firm. For International Corporations and law firms we only handle IP issued, we have very specialized personnel in each area and I supervise everything to make a difference in our personal touch.

“A typical client is a corporation wanting protection in Mexico or having an issue of copyright or a new PCT filing. We also receive work from a lot of law firms around the world as we give really good results.”

We are completely different to our competitors, as we do not charge for searches nor opinions for once we usually try to handle the matter with only one fee charge and the rest is our responsibility. We are the most active firm in social media and we try to be ahead of the rest adapting to the new world.

WHAT DOES AN IP ADVISER BRING TO THE DEAL TABLE? I believe the most important thing is not to be able to win cases in courts I believe the important thing is to give results to clients and quick. For example, a client that recently came to us had a previous attorney that won all their cases but the cases continued in the Mexican courts 7 years after that and the client was tired.

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I think the best approach is to get what the client wants and try to avoid conflict and most of all long conflicts that will wear the client out and will eventually become a result the client does not need any longer and has spent a lot of money in.

We should focus in solving problems not creating them.

WHY IS A COMPANY’S INTELLECTUAL PROPERTY SUCH A VALUABLE ASSET? WHAT STEPS SHOULD A COMPANY TAKE IN PROTECTING THEIR IP?

“I believe in these days IP assets are all there is to a good business and good practices I believe that IP is more important nowadays and we should be more protective than aggressive we should register and protect their assets first of all and then maybe see any conflicts and take out any problems but we must try to be more quick solving problems by negotiation and planning.

COMPANIES INVOLVED IN M&A OFTEN OVERLOOK THE INTRINSIC VALUE OF THEIR OWN IP? WHY IS THIS? HOW ARE YOU ABLE TO ASSIST PROSPECTIVE CLIENTS IN THIS WAY?

“Well we are a firm that is really dedicated to not many clients we handle issues with extreme care and trying to give our clients a smile after they have reach and trust any case we keep in mind our client wishes and costs and we do not sacrifice in any manner to make their wishes come true as they instruct in any case.”

WHAT ARE YOU PREDICTIONS FOR IP LAW IN YOUR JURISDICTION OVER THE COMING 12 MONTHS?

Company: BGBG Name: Roberto García Pantoja Bello, Web: www.bgbg.com.mx Address: Gallardo, Bonequi y García, S.C.Agustín Manuel Chávez 1 - 001Centro de Ciudad Santa Fe01210, México, D.F Telephone: +52 (55) 5292-5232 ext. 107

RIVADENEYRA TREVIÑO & DE CAMPO, S.C.

Company: Rivadeneyra Treviño & de Campo, S.C. Name: Fernando A. Treviño, Fernando E. Rivadeneyra Email: ftrevino@rtydc.com Web: www.rtydc.com Address: Mariano Escobedo No. 510 Piso 12 y PH Col. Nueva Anzures Mexico D.F. C.P. 11590 Telephone: +52 (222) 249 8828

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Resolving Disputes in the Construction Industry

RESOLVING DISPUTES — in the Construction Industry Over the past 10 years, disputes in the building, engineering and construction industry have increased in number and become more and more complex.

Construction disputes can be frustrating, upsetting and time consuming; the construction contracts tend to be complex and can have arduous conditions, and projects can be badly managed making delays, additional costs and liabilities unavoidable. Another marked change over the same time span is the complete sea change in the way in which we resolve these disputes, with the traditionally favoured litigation being replaced by arbitration, mediation, adjudication and dispute review boards. The ability to avoid disputes is perhaps even more important than managing them so it is essential to get the best contract arrangements in place. This also makes it easier should any potential problem arise. Along with dispute resolution, advice may include: pre-tender and post-contract advice, risk assessment, delay analyses and final account preparation. This feature invites a number of leading dispute resolution experts who act for a broad range of clients, from private individuals to international property developers to share and promote their expertise. We aim to give our readers a rare opportunity to benefit from the skill of the world’s leading solicitors, mediators and arbitrators and provide a thorough update and insightful commentary on the topics that are currently affecting the industry.

Some of the topics we’ll be touching on include: the practicality of enforcing clauses in cross-border disputes, up and coming arbitration seats, challenging public procurement decisions, how to enforce non-statutory adjudication decisions. Acquisition International speaks to the experts.

The contributors to the Freshfields Bruckhaus Deringer

ACQUISITION INTERNATIONAL

are all members of the Engineering Procurement and Construction Group in London of Freshfields Bruckhaus Deringer, an international magic circle law firm ranked in the top tier in Chambers guide to the legal profession 2012 for construction, procurement, international arbitration and litigation, as well as Corrs Chambers Westgarth, a full service national Australian law firm recognised as having a leading Construction and Major Projects / Infrastructure team (Chambers & Partners Asia Pacific Guide 2012) Jane Jenkins is a partner and head of the Engineering Procurement and Construction Group, she comments: “Our practice offers the “whole of life” service to our clients from the front end structuring, planning, procurement, deal documentation through contract administration and dispute resolution. This is a key differentiator of our practice from our competitors in London and elsewhere. We act on the largest, most complex High Court litigation including the Multiplex claim against Mott MacDonald –the largest case ever before the Technology and construction court in London, reported to be – adjudications before expert panels and dispute review boards and international arbitration.”

Jane Davies Evans is of Counsel and specialises in contentious and non contentious construction with a focus on international arbitration. Jane commented how different the approach towards dispute resolution within the industry now compared to the early noughties? : “There has been a radical shift in the UK away from the lengthy ad hoc arbitration and

litigation cases that dominated the last century. The introduction of fast track compulsory adjudication achieved a step change in the approach to dispute resolution for projects carried out in the UK. The specialist court, the Technology and Construction Court, has demonstrated a continuing determination to manage litigation effectively and impose rigour on the preparation for and conduct of cases. Use of expert panels and dispute review boards has continued as an intermediate step before arbitration on the largest international projects. Arbitration remains the preferred means of dispute resolution over litigation for projects with participants drawn from various jurisdictions largely because of the wish for a neutral forum and enforcement under the New York Convention. As noted above we have seen an increase in disputes being fought as the commercial flexibility and willingness to settle in the face of the global economic downturn has declined.”

Jonathan Brook is a senior associate and specialises in litigation and procurement, advisory and contentious.

Kim Rosenberg is a senior associate and specialises in contentious construction, litigation, arbitration and other forms of dispute resolution they collectively comment on why arbitration, mediation, adjudication and dispute review boards are being favoured over litigation in the construction Industry: “With the exception of arbitration: the reason is the increased speed of resolution. The driver for this is cash flow, which is the life blood of projects. Without cash moving down the payment line, suppliers and subcontractors Continued on next page...

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SECTOR SPOTLIGHT:

Resolving Disputes in the Construction Industry will down tools and the project will grind to a halt, eventually costing far more than anticipated for all participants. This is brought to the fore when a dispute arises as parties cling to whatever money may otherwise owe. Generally speaking, therefore, in giving thought to dispute resolution mechanisms at the time of contract negotiation, participants to construction projects are willing to sacrifice getting the right answer for a quick answer. Inevitably, this will also save on legal spend with clients reporting a significant saving on this head of cost where their disputes are resolved by mediation, adjudication or dispute resolution boards, as opposed to litigation or arbitration. “As to the arbitration vs litigation debate, in England and Wales, arbitration is favoured over litigation for international projects (because of the greater ease in enforcement), but not domestic projects. This is in large part due to the specialised Technology and Construction Court that is available for litigation.While reduced cost is often cited as a factor in choosing arbitration over litigation, in our experience, there is often little to choose between the two. International arbitration will typically involve less cost-intensive document production than litigation, however, this saving is usually offset by the fees payable to the arbitral tribunal, arbitration institutions and the cost of hosting the arbitration itself.”

Joseph Barbaro is a Partner of Corrs Chambers Westgarth, in the Melbourne office Construction and Major Projects / Infrastructure team. He is a Partner of Corrs Chambers Westgarth, in the Melbourne office Construction and Major Projects / Infrastructure team. who works on all aspects of the procurement cycle, from documenting transactions, through to advising on contract and claims management and associated dispute resolution. He is currently advising on contract and claims management issues for one of Australia’s largest desalination projects, and in relation to an international arbitration involving offshore oil activities. Joseph Barbaro comments on Resolving disputes in a fast and efficient way and recent trends in Australia: “The number and complexity of disputes in the construction industry in Australia continues to increase, partly due to the increased scale and value of public infrastructure and energy and resources projects. “Economic and human resource pressures, including the GFC and skilled labour shortage in Australia, have meant that industry participants have a reduced appetite for costly and drawn out disputes.

“Clients are seeking faster and more efficient ways to resolve disputes through the use of alternative dispute resolution methods and “fast track” processes, either prior to or as an alternative to commencing litigation.

“Examples include the use of dispute resolution boards, expert determinations and fast track arbitration of discrete issues, which offer advantages such as: • Assisting parties to resolve large and complex disputes quickly and cost-effectively by using “experts” in relevant technical and legal fields.

• Early intervention by forcing parties to understand and test their case and risks early and do their “due diligence” before they escalate into large complex disputes where positions become entrenched.

This affords parties the opportunity to “break the deadlock”, change behaviour, re-align interests and seek mutually beneficial outcomes for the balance of a project.

• Limiting the drain on key human resources who won’t be tied up on protracted disputes and can

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move to the next profit making project.

• Greater flexibility with rules and process.

“Ultimately, difficult issues arise on projects and litigation or complex arbitration may be inevitable.

From a business perspective, a key is to have taken steps up-front and made decisions on an informed basis rather than to simply “end up” in dispute.

“Corrs works with its clients at the front-end and throughout the project delivery phase to educate and identify options to avoid, mitigate and effectively resolve disputes.

“When drafting contracts, it is important to identify key project features, risks and priorities to select the most suitable dispute resolution mechanisms and tailor the contract to the project.

“Important questions to ask include: • Is the project fast tracked and does it require quick “interim” decisions on procedural or technical issues to allow construction to proceed?

• Are there multiple parties or interfaces which favour common dispute provisions in multiple contracts?

• Are there special relationship or reputation issues which favour private processes such arbitration or expert determination over litigation?

• Do you value finality and cost certainty enough to agree on final and binding outcomes rather than preserving appeal rights?

• Do you have international participants and want to ensure ease of enforceability in multiple jurisdictions by selecting international arbitration?

“The range of options and solutions is broad and varied and Corrs works with its clients to plan ahead and make informed decisions.”

Gregory H. Chertoff is Co-Managing Partner of Peckar & Abramson, PC’s New York City office, in which he actively represents clients in all areas of their construction-related legal matters and jointly manage our office of 17 attorneys. All of the attorneys in our office specialize in construction law and directly affiliated practices. Greg commented on how he can help his clients to draft their contracts and anticipate disputes before they’ve even happened: “We regularly assist clients in reviewing, drafting and negotiating contracts.

The process, when most effectively employed, begins with a clear understanding within the client’s organization of what their risk tolerance is for various key factors. By way of just a few examples, we work with our clients to tailor an organizational risk paradigm related to issues such as delay damages clauses, liquidated damages, consequential damages, indemnity clauses, risk transfer through various insurance products, which party bears the risk of cash-flow issues driven by contested changes in contract scope, design risk transfer, how costs will be established and accounted for, just to scratch the surface. Once the client, with our guidance, establishes its business policies related to the risk factors, we assist them in reviewing proposed contract clauses and operational policies as they conform or deviate from the established paradigm and then work cooperatively to negotiate agreements that conform as closely as possible to the target paradigm. When deviations inevitably occur, those deviations are clearly identified and the clients are then aware that they must manage these risks through other means, such as insurance risk transfer or special operational attention. “Special mention should be made of the risk of contractual notice and waiver provisions, since great litigation expense is often incurred, and many claims are lost,

because contracting parties fail to scrupulously abide by notice requirements. Construction contracts are replete with clauses requiring parties to give prompt and comprehensive notices of events that may impact the schedule or cost of the project, or risk waiver of their claim rights. Knowing such clauses are in the contract, and then scrupulously following the mandated procedures, is the surest way to preserve rights; being ignorant or ineffectively complying is the surest way to lose rights. We have developed a product to assist our clients in this key concern, ProjectNotice©. It is a manual with form notices tailored to each specific contract and is designed to address every potential notice obligation under that contract, including reminders to the project-level user of when follow up notices are required. ProjectNotice© has helped many of our clients preserve their rights and avoid historically problematic disputes by providing a ready and easily employed tool to assist their project-level staff in writing critical notices – a task construction contractors typically do not relish.”

Company: Jane Jenkins Name: Freshfields Bruckhaus Deringer Email: jane.jenkins@freshfields.com Web: www.freshfields.com Address: 65 Fleet Street, London EC4Y 1HS United Kingdom Telephone: +44 20 7832 7280

Company: Corrs Chambers Westgarth Name: Joseph Barbaro Email: joseph.barbaro@corrs.com.au Web: www.corrs.com.au Address: Level 36, 600 Bourke Street, Melbourne, Australia Telephone: +613 9672 3052

Company: Peckar & Abramson Name: Gregory H. Chertoff Web: www.pecklaw.com Address: 70 Grand Avenue River Edge, NJ 07661 Telephone: 201.343.3434

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Resolving Disputes in the Insurance & Reinsurance Industry

RESOLVING DISPUTES — in the Insurance & Reinsurance Industry Over the past 10 years, disputes in the building, engineering and construction industry have increased in number and become more and more complex.

Insurance and reinsurance is one of the most contentious industries out there and the total number of insurance disputes continues to rise year on year. From pre-contractual disclosure and policy drafting, coverage claims, reinsurance disputes, M&A related commercial disputes, political risk, warranty/indemnity/liquidated damages insurance to the mis-selling of policies and claims; there is simply a midfield of potential clashes!

When a problem arises, it’s essential to find an experienced team that can help achieve a pleasing and cost-effective outcome in the shortest timeframe possible. Insurance and reinsurance claims transcend borders so the team must be familiar with international regulation and able to handle complex and sensitive disputes around the world. Further, they involve a whole range of providers - underwriters, claims managers, capital providers, regulators and intermediaries – and technical expertise across the full range of DR and ADR techniques- litigation, arbitration, mediation and adjudication.

Christer A. Holm is a partner at Advokatfirman NorelidHolm in Stockholm with more than 30 years of experience of international business law, often with focus on the insurance sector and related risk management, including tailor made M&A insurance to get a deal through.

CHRISTER WHY IS INSURANCE AND REINSURANCE ONE OF THE MOST CONTENTIOUS INDUSTRIES OUT THERE?

Insurance (and reinsurance) is the basis for all international business conducted worldwide.

It is the ultimate tool for efficiently handling risk.

And there are always risks involved in any commercial transaction.

“It is also the ultimate protection against financial instability and volatility. Therefore insurance is an area of law that will always be of utmost importance in international transactions.”

OVER THE COURSE OF THE LAST 10 YEARS, WHAT FACTORS HAVE BEEN A CATALYST

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INCREASING THE NUMBER AND COMPLEXITY OF INSURANCE DISPUTES? “9/11 is the first factor. It showed the world that anything could happen. In Scandinavia it sharply increased the demand for all kinds of insurance products.

The second factor is the increasing use of defense cost protection in insurance products. This has increased the willingness to litigate since such insurance protection works as a de facto third party financing of litigation/arbitration. It is very common in the D&O-sector.

INSURANCE AND REINSURANCE CLAIMS TRANSCEND BORDERS, HOW DO YOU AND YOUR TEAM KEEP UP TO DATE WITH INTERNATIONAL REGULATION? “We monitor constantly all new legislation coming out of Brussels. Since almost all new laws and regulations originate from EU directives this is the main source of new legislation. We have deep contacts within the London market to keep us up to date with new case law. We are a member of the international insurance specialist law firm group Insuralex. Within this group there is a constant interchange of new laws and case law worldwide.”

Nasri H Barakat is the president of II&RCS, Inc., which is a US corporation. Since 1995 the firm have provided commercial, insurance and reinsurance, domestic and international arbitration and mediation, litigation management and litigation support for complex matters, due diligence, expert testimony, run-off services, collections, commutations and liquidation management. Nasri comments on what factors have been a catalyst increasing the number and complexity of insurance disputes “I believe that the global economic condition and that of some of the parties to arbitration may have contributed to the increase in the number of disputes.

In addition, some of the cases have evolved from court decision in the US such as asbestos, Chinese drywall and environmental losses. Others have evolved from the litigant nature of claimants, which in turn generated more sophisticated claims that reinsurers have questioned or denied. Other factors may have also contributed to this increase in number and complexity and it relates to individual entities.

I don’t believe that the increase can be attributed to one factor or another but rather to several factors or combinations of factors.”

HOW CAN YOU HELP YOUR CLIENTS TO DRAFT THEIR CONTRACTS AND ANTICIPATE DISPUTES BEFORE THEY’VE EVEN HAPPENED? WHAT

OTHER ADVICE DO YOU OFFER YOUR CLIENTS? “I believe that the contracting parties drafting a contract should keep an important thought in mind.

Disputes arise from two main reasons: The first is parties to a contract not saying what they mean and the second reason is parties to a contract not meaning what they say. This is why drafting a contract is important in order to avoid disputes down the road.”

Clearly stating each party’s rights and obligations go a long way towards avoiding disputes generated by misunderstandings.

Poorly written contracts lead to implementation problems, which lead to disputes.

Company: Advokatfirman NorelidHolm Name: Christer A. Holm Email: christer.holm@norelidholm.com Web: www.norelidholm.com Address: P.O. Box 7394, Birger Jarlsgatan 15, SE 107 91 Stockholm, Sweden Telephone: +46 8 463 04 60

Company: II&RCS, Inc. Name: Nasri H Barakat Email: nasrib@nhbarakat.com Web: www.nhbarakat.com Address: 353 East 72nd Street, Apt 4 D, New York, NY 10021 USA Telephone: 646 707 0157

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SECTOR SPOTLIGHT: Aerospace & Defence

AEROSPACE & DEFENCE — M&A Report

2011 proved to be a record breaking year for global aerospace and defence transactions, boasting a 10-year high in both deal volume and value.

341 were announced achieving a massive $43.7 billion in deal volume, surpassing the previous aerospace and defence record of $42 billion in 2007.

The announcement of six mega deals over the course of the year and the increase in deals for aerospace targets were major factors to the recent boom. US deals were at the forefront of A&D activity and crossborder transactions were also on the up.

It is anticipated that M&A activity will be elevated throughout the course of 2012 across many industries, with aerospace and defence deals leading the way, boosted by predominantly defence-oriented companies seeking more exposure to the commercial aerospace business. Acquisition International speaks to the experts.

John Flanigan is a partner in the Corporate M&A practice of Salans based in Paris. He has been advising clients in the Aerospace and Defense industry for many years. He comments: “Doing transactions in the Aerospace and Defence sector involves particular deal making skills including knowledge and experience with the industry and the overarching political and long-term economic implications given the sector’s importance in the industrial strategies of national governments, and Europe as a whole, and the United States.

We have a number of partners working with numerous actors in the industry over the years, in multiple jurisdictions including France, Germany and the UK as well as in Eastern Europe, which gives us a wealth of experience and contacts to draw on for the benefit of our clients.

We have also recently been nominated as a finalist for the France: Law Firm of the Year award to be announced at the Chambers Europe Awards for Excellence in May. (The other finalist firms are Bredin Prat, Gide, Linklaters, Weil Gotshal and White & Case.) We were also nominated for the same award for Poland and for Central and Eastern Europe.”

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WHAT FACTORS HAVE CONTRIBUTED TO THE 10 YEAR HIGH FOR GLOBAL AEROSPACE AND DEFENCE TRANSACTIONS IN BOTH DEAL VOLUME AND VALUE? “The bankers and clients can better respond to this question but two factors we have seen are: The recent financial crisis starting in 2008 created a high level of turbulence (especially in the civil sector) which fragilised a number of programs and participants in the market, and particularly put pressure on the supply chain and on a number of suppliers. The result has been some significant contract renegotiations and also consolidation opportunities (or risks, depending on which side of the consolidation equation you are standing). The mid- and long-term prospects for increased demand also appear quite favourable, in particular in certain emerging countries.”

Sunil Seth is Founding and Senior Partner of Seth Dua & Associates (SDA). SDA is a full service leading law firm centrally headquartered at New Delhi, India with other offices at Mumbai and Bangalore. SDA inter alia specializes in and has rich experience in advising on corporate and commercial laws, foreign direct investments, mergers & acquisitions, joint ventures, technology transfers, offset projects and other infrastructure projects.

mechanisms as compared to the ground or naval defence.”

SUNIL, OVER THE LAST 12 MONTHS, WHICH JURISDICTION HAS BEEN AT THE FOREFRONT OF A&D ACTIVITY? “In the last 12 months, India has emerged as one of the jurisdictions at the forefront of A&D activity due to the signing of the Medium Multi-Role Combat Aircraft (MMRCA) deal by India in favour of the Dassault Rafale.”

This deal is India’s biggest-ever contract for supplying 126 combat aircraft for the air force, edging out European competitor EADS in the multi-billion dollar deal.

WHAT ARE THE KEY STRENGTHS OF YOUR TEAM? HAVE YOU WON ANY AWARDS/ ACCOLADES RECENTLY? “The key strength of the team lies in its extensive experience, practical knowledge and deep insight of the sector which enables them/us to render the best legal solution combined with their deep knowledge of the legal, tax and business environment not only in India, but around the globe. SDA has been highly recommended by all international legal directories (such as Legal 500, Chambers Asia, Chambers Global, Asia Law profile etc.) and rated as a top tier firm in Aviation, Aerospace and Defence areas of practice.”

Company: Salans Name: John Flanigan Email: jflanigan@salans.com Web: www.salans.com Address: 5 boulevard Malesherbes 75008 Paris Telephone: +33 1 42 68 48 00

SUNIL, WHAT FACTORS HAVE CONTRIBUTED TO THE 10 YEAR HIGH FOR GLOBAL AEROSPACE AND DEFENCE TRANSACTIONS IN BOTH DEAL VOLUME AND VALUE? “The major reasons contributing to the 10 year high for the aerospace and defense transactions have been the increase in the terror threat to the sovereignty of a country and increasing claims by countries over the neighboring territories. It is the sovereign function of each country to protect its land and people. Defenceoriented companies have also driven aerospace and defense deals in 2012, as many countries are land locked countries they prefer aerospace defence

Company: Seth Dua and Associates Name: Sunil Seth Email: sunil.seth@sethdua.com Web: www.sethdua.com Address: 601, 6th Floor, DLF South Court, Saket, New Delhi- 110 017 Telephone: 011-41644400

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Transfer Pricing and its impact on M&A Transactions

TRANSFER PRICING — and its Impact on M&A Transactions Mergers and acquisitions raise a whole host of transfer pricing issues from tax regulatory issues and compliance aspects to having influence over evaluation and business structure.

In M&A transactions, the interaction between transfer pricing and purchase accounting can play a critical role in determining the allocation of the purchase price among the target company’s tangible and intangible assets. Transfer pricing can also play an important role in selecting the financing structure of the proposed transaction.

M&A deals can often provide opportunities to harmonize existing policies. In developing consistency across the organization, a number of factors should be considered in determining which policies should be implemented. It can be difficult enough for acquirers to extract value for their shareholders from transactions and is harder still when due account is not taken of transfer pricing issues. It is therefore of the upmost importance for such companies to seek advice from leading experts to advise them best in this way. Acquisition International speaks to experts.

Victor H. Miesel is the Practice Leader, Global Director and Chief Economist in-charge of the Transfer Pricing and Economic Consulting practice at Experis Finance (A Manpower Group Company) based in New York City and with offices in most US, European and Asian cities.

“Our practice specializes in providing an independent alternative to the transfer pricing services provided by big four accounting firms and law firms. A key feature to our service offering and client value proposition is the high experience level of our

ACQUISITION INTERNATIONAL

economist team coupled with a truly global footprint.

We adhere to the US Internal Revenue code Sections 482 and 6662, the arm’s length standard, and when appropriate the OECD Transfer Pricing Guidelines.”

The US regulatory framework for determining arm’s length prices or profits is based on the “best method” concept. A “best method” is usually the method that is the most reliable. Arm’s length prices or profits may be determined using a variety of methods including the use of comparable company profit margins (“benchmarking”), market based prices or comparable third-party transactions.”

WHAT ROLE DOES TRANSFER PRICING PLAY IN SELECTING THE FINANCING STRUCTURE OF A PROPOSED MERGER OR ACQUISITION? “Transfer pricing may impact the financing structure of a proposed merger, but often is left to post merger integration, tax planning and compliance activities. These compliance activities range from purchase price allocation (“PPA”) analysis to multijurisdictional tax compliance and transfer pricing documentation. Valuation of intangibles and their location and ownership are also key issues that should be addressed pre-M&A” HOW DO M&A DEALS HARMONIZE EXISTING TRANSFER PRICING POLICIES? “M&A deals provide an opportunity to streamline, optimize the effective corporate tax rate, and

harmonize existing transfer pricing policies. There are many examples of corporations that use M&A deals to more effectively manage their intellectual property ownership, and optimize their effective corporate tax rate through international tax and transfer pricing strategies that make more efficient use of intangible asset ownership, lending arrangements, debt finance, risk management and efficient business functions. An M&A deal is often the best time to make use of a new corporate operating structure and focus on improving the overall corporate tax position.”

Altus is an independent global service provider of transfer pricing, valuation and business restructuring services. They are specialists are trained in valuations as well as international tax/ transfer pricing. The combination of the above is relevant to achieve the optimal results for their clients. Michel Sijmonsbergen, co-founding partner of Altus International BV. MICHEL HOW CAN M&A DEALS PROVIDE OPPORTUNITIES TO HARMONIZE EXISTING TRANSFER PRICING POLICIES? WHAT FACTORS SHOULD BE CONSIDERED WHEN DETERMINING WHICH POLICIES SHOULD BE IMPLEMENTED? Post acquisition, transfer pricing can prove to be a powerful tool for planning and tax optimisation purposes.

Centralising or de-centralising responsibilities or risks in line with the new Continued on next page...

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SECTOR SPOTLIGHT:

Transfer Pricing and its Impact on M&A Transactions post-acquisition business strategy can provide opportunities to decrease the effective tax rate.

By modelling various transfer pricing scenarios, tax consequences of various tax structures can be mapped and simulated. Such modelling can both facilitate and influence management in deciding what business model to choose and how to implement the new business model in a tax efficient way.

Involving transfer pricing specialists in the due diligence phase can prevent surprises or at least quantify potential transfer pricing risks. Furthermore a due diligence phase provides for an excellent momentum to address potential post merger transfer pricing and tax planning opportunities.

WHY DOES THE INTERACTION BETWEEN TRANSFER PRICING AND PURCHASE ACCOUNTING PLAY SUCH A CRITICAL ROLE IN DETERMINING THE ALLOCATION OF THE PURCHASE PRICE?

Purchase accounting should be based on the ‘arm’s length’ principle. In order to make sure the allocation is at arm’s length a TP study would have to be performed.

“To increase the quality of a purchase price allocation (‘PPA’) study, we strongly advise to benchmark the case at hand with PPA studies performed for similar type of companies under similar type of circumstances. For this purpose, we would always work with PPAnalyser at www.PPanalyser.com HOW CAN THE WORK YOU DO ASSIST ACQUIRERS IN EXTRACTING VALUE FOR THEIR SHAREHOLDERS? “Pre-acquisition the price of the Target can be adjusted downwards in case there are transfer pricing related issues at the level of the Target. Post acquisition the ETR of the newly (to be) integrated businesses can be lowered though tax efficient supply chain management.”

Paulo Bento is Tax Partner at Souza, Cescon, Barrieu & Flesch Advogados, he comments on transfer pricing issues within his jurisdiction: “Brazil first introduced transfer pricing controls in the mid-90’s. Brazilian transfer pricing methods are purportedly similar to the OCDE’s; however, they aren’t consistent with the arm’s length principle.

Rather, they set forth ceilings for deductions and require Brazilian exporters to recognize and minimum income in their cross-border transactions.

Such ceilings and floors are fixed by law and oftentimes are not consistent with the industry’s profit margins.

Another issue that practitioners usually come across is the absence of advance pricing arrangements.

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Taxpayers may file ruling requests to change the fixed profit margins, but none request has been granted to date.

legislation was only introduced in 2009 to give the legal effect of these Guidelines.

“It is not clear whether Brazilian transfer pricing controls apply to M&A transactions. The question mostly stems from the fact that even though transfer pricing rules do not exempt M&A deals, the rules were thought having in mind mostly commercial transactions involving the trade of commodities, manufactured good, as well as the performance of services.

From a TP perspective, my experience is that there remains a lack of awareness among the taxpayers in general, of the implications for not complying with the TP Guidelines. Therefore, increasing the level of awareness of these TP issues is necessary.

If one assumes Brazilian transfer pricing controls apply to M&A transactions, then the task of assessing the fairness of the value of the shares changing hands in light of statutory-fixed profit margins is really challenging requiring a robust knowledge of Brazilian business and tax law to be addressed.

HOW CAN TRANSFER PRICING AFFECT THE FINANCING STRUCTURE OF A PROPOSED TRANSACTION? AND HOW DOES THIS IMPACT THE BUSINESS STRUCTURE OF THE COMPANY? “Even though debt instruments are generally subject to transfer pricing controls, those registered at the Brazilian Central Bank are waived. Furthermore, foreign exchange transactions related to the inflow or the outflow of foreign currency into or from country must be registered at the Brazilian Central Bank. As a result of both rules, debt financing turns out to be exempt from transfer pricing controls.

Nevertheless, a great deal of attention is being given to thin capitalization rules (introduced in June, 2010) that apply to transactions between related parties regardless their registry at the Brazilian Central Bank. Financing through equity is exempt from transfer pricing controls.”

Jack HM WONG is the Founder and Lead Business & Tax Advisor for WHM Consulting Pte. Ltd. He commented on how can transfer pricing can affect the financing structure of a proposed transaction: “Generally, an acquisition of a Singapore target can be financed by either interest-bearing loans or equity or a combination of both. Suppose the transaction is financed by interest-bearing loans. One key issue from a TP perspective is how to determine the arm’s length interest rate and this in turn might affect the determination of the purchase consideration of the Singapore target.

CAN YOU PLEASE DEFINE THE KEY TRANSFER PRICING ISSUES THAT IMPACT M&A TRANSACTIONS WITHIN YOUR JURISDICTION?

Company: Experis Finance Name: Victor H. Miesel Email: victor.miesel@experis.com Web: www.experis.com Address: 99 Park Avenue, Penthouse, New York, NY 10016 Telephone: (203) 536-6598

Company: Altus International BV Name: Michel Sijmonsbergen Email: m.sijmonsbergen@altus-international.com Web: www.altus-alliance.com Address: ITO Toren, Gustav Mahlerplein 60-R 1082 MA Amsterdam, The Netherlands Telephone: +31 (0)20 4040256

“In an M&A involving a change of the functions to be performed by the Singapore target (e.g. the company is made a principal /entrepreneur or it becomes a limited risk distributor), cross-border transactions with its related parties will potentially be exposed to TP issues.”

JACK, WHAT ISSUES HAVE YOU COME UP AGAINST OVER THE LAST 12 MONTHS WITHIN YOUR JURISDICTION AND HOW HAVE YOU OVERCOME THEM? “Although the Inland Revenue Authority of Singapore (“IRAS”) introduced the TP Guidelines in February 2006, the specific TP provision in our income tax

Company: Souza, Cescon, Barrieu & Flesch Advogados Name: Paulo Bento Email: paulo.bento@scbf.com.br Web: www.scbf.com.br Address: Rua Funchal, 418, 11 Floor 04551-060, São Paulo, SP, Brazil Telephone: +353 1 619 2038

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Transfer Pricing and its Impact on M&A Transactions HOW CAN THE WORK YOU DO ASSIST ACQUIRERS IN EXTRACTING VALUE FOR THEIR SHAREHOLDERS? “We can assist acquirers in the various stages of an M&A. However, the earlier we can be involved (e.g. in pre-deal phase), the more input we could provide, for example, to highlight potential key deal issues from a tax perspective (which includes potential TP issues).”

DO YOU HAVE ANY PREDICTIONS FOR THE COURSE OF THE YEAR IN TERMS OF TRANSFER PRICING ISSUES? “We believe that IRAS will continue their examination of taxpayers’ RPTs to ensure that they are in conformity with the TP Guidelines. This includes routine tax queries issued to taxpayers after filing their income tax returns; transfer pricing consultation and audit etc.”

Steven Tseng is Global Leader, Value Chain Transformation and Partner; PwC China.The views expressed in this article are those of the author and not PwC China. Steven comments: “With China’s State Administration of Taxation “SAT” paying more attention to transfer pricing issues surrounding transactions related to restructuring, corporations involved in M&A transactions should expect to face more challenges ahead. SAT’s growing interest in this area has encouraged local tax bureaus to become more sophisticated with identifying abusive tax treatment through the use of corporate restructuring by corporations.

Since this field is relatively new to Chinese tax authorities, several tax regulation updates have been released to fine tune their guidance on the tax treatment of corporate restructuring. In addition, taxpayers should be aware of the uncertainties that still remain with many key aspects yet to be clarified.

The SAT has also released several Circulars as guidance to taxpayers on restructuring. After releasing Circular Caishui [2009] No. 59 in 2009, Public Notice 4 in 2010 provided further guidance in particular on documentation and procedural issues related to corporate restructuring.

These regulations emphasize the use and documentation of “fair value” as determined by a “legitimate qualified asset valuation party.

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A recent case in Dalian, in which fair value was determined using the income approach, provides an example of how these regulations may be implemented in practice, but beyond this, further guidance will be needed on determination of fair value from a tax perspective in China, as so far we know of no other tax circulars which have been released to clarify this point.

in connection to the acquisition the operating model of the target can be restructured via selective acquisition of assets and functions.

“As noted above, Chinese tax authorities are becoming more sophisticated in handling restructuring transactions cases. Local level tax authorities are actively building up their technical competencies for dealing with anti-tax avoidance issues related to corporate restructuring.

Efficient transfer pricing model, planned in connection with the legal and financing structure can provide significant benefits in terms of tax optimization, profit repatriation and cash flow management.

As tax authorities are increasing their focus on corporate restructuring, additional work will be need by corporations to understand and to satisfy these requirements, and restructurings will likely continue to present challenges in this area for years to come.”

Reima Linnanvirta is partner responsible for M&A services at Alder & Sound Ltd. Alder & Sound is the leading Finnish transfer pricing advisor and the only law firm in Finland with its principal focus on international taxation and transfer pricing.

The transfer pricing rules and regulations in Finland are based on OECD Transfer Pricing Guidelines; however, some practices differ from international approaches.

Such structure enables channeling profits into the desired entities and can also be used for creating a profit-lift-up -effect. “

Company: WHM Consulting Pte. Ltd. Name: Jack HM WONG Email: jack.wong@whm-consulting.com Web: http://whm--consulting.com

“Transfer pricing is currently very high on the tax administration’s agenda and the tax administration has in the beginning of this year concentrated all transfer pricing issues to a single unit and increased the amount of tax auditors specialized in transfer pricing.

M&A transactions are typically a trigger for the tax authorities to scrutinize the transfer pricing of the target more closely. Especially, in case the profit level of the target changes after the acquisition the tax authorities may inquire about any changes occurred in the transfer pricing. Also, the tax authorities tend to focus on whether the profit level and the purchase price allocation are in line with each other.

Company: PwC China Name: Steven Tseng Email: steven.tseng@cn.pwc.com Web: www.pwccn.com/gtm Telephone: +86 (21) 2323 2766

In respect of the financial transactions, it should be noted that Finland doesn’t currently have any formal thin capitalization rules (although it is assumed that the government is preparing such rules to be introduced in 2014).

Thus, the tax authorities commonly use transfer pricing principles while challenging the debt-pushdown -structures. In one example, the allocation of acquisition loan into the acquisition vehicle was challenged based on OECD rules.

An M&A transaction may provide great opportunities for transfer pricing planning purposes. For instance,

Company: Alder & Sound Ltd. Name: Reima Linnanvirta Email: Reima.Linnanvirta@aldersound.fi Web: www.aldersound.fi Address: Vuorikatu 6 B 23, FI-00100 Helsinki, FINLAND Telephone: +358 50 538 1606

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SECTOR SPOTLIGHT:

Transfer Pricing and its Impact on M&A Transactions

TRANSFER PRICING

— and its Impact on M&A Transactions

Oliver Wehnert is an international tax partner in the Düsseldorf office of Ernst & Young. He is Ernst & Young’s EMEIA transfer pricing leader and also heads Ernst & Young’s transfer pricing practice in Germany, Switzerland and Austria.

arm’s length comparison is to be applied.

HOW DOES ERNST AND YOUNG DIFFERENTIATE ITSELF FROM THE COMPETITION?

The key transfer pricing issues impacting M&A transactions in Germany are (i) availability of transfer pricing documentation, (ii) treatment of intellectual property within the transfer pricing system, (iii) preacquisition business restructurings and their treatment from a tax perspective, (iv) the existence of cost sharing agreements and (v) any service allocation model in place at the target. A deep understanding of a target’s transfer pricing system is extremely important because it is likely that a target’s transfer pricing policies differ from that of the buyer and post acquisition a harmonization or at least a good reasoning of why differences do not lead to exposure have to be accomplished.

Ernst & Young Germany differentiates itself by taking a holistic approach. This approach focuses on meeting clients’ needs from start to finish, i.e. from concept/solution development, documentation and implementation, to defence and dispute resolution. The holistic approach is demonstrated by closely involving colleagues from other disciplines in tax, like indirect tax, human capital or transaction tax, as well from other service lines, like Transaction Advisory Services or Advisory into the service provision to clients.”

WHAT TRANSFER PRICING GUIDELINES DOES YOUR JURISDICTION FOLLOW? Germany has introduced its transfer pricing regulations since 2003. In that year transfer pricing documentation regulations including penalty provisions (effective 2004) were inserted into German tax law. In 2008 detailed transfer pricing regulations were introduced in the German tax law. In general, the German transfer pricing regulations are consistent with OECD Guidelines on Transfer Pricing for Multinational Enterprises and Tax Administrations. However, the German tax authorities’ detailed interpretation of the widely accepted arm’s length principle gave a lot of room for discussions in expert literature over the last three years. In particular the introduction of regulations on business restructurings making the transfer of functions and risks a taxable event in Germany were subject to controversial discussions. In particular in this respect the German tax law requires the application of the so-called hypothetical arm’s length comparison under which an arm’s length price is determined in general as the midpoint between the profit expectations of transferor and transferee. Thus, Germany taxes 50% of the synergies and benefits realized by the transferee. Future mutual agreement procedures will reveal to which extent this approach is internationally acceptable. Further, the German interpretation of the arm’s length principle foresees that all parties involved in an intercompany transaction have full information about all information and options realistically available to the other parties. A last important peculiarity of the German interpretation of the arm’s length principle is that the application of transfer pricing methods is tied to the availability of comparable data. If fully comparable data exists the traditional transactional methods (CUP, RPM, Cost Plus) are to be applied. If only limited comparable data exists the traditional transactional and the transactional profit methods (Profit Split; TNMM) are allowed. If no comparable data exists the hypothetical

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CAN YOU PLEASE DEFINE THE KEY TRANSFER PRICING ISSUES THAT IMPACT M&A TRANSACTIONS WITHIN YOUR JURISDICTION?

HOW CAN M&A DEALS PROVIDE OPPORTUNITIES TO HARMONIZE EXISTING TRANSFER PRICING POLICIES? WHAT FACTORS SHOULD BE CONSIDERED WHEN DETERMINING WHICH POLICIES SHOULD BE IMPLEMENTED? M&A deals are usually the starting point for a review, revision or redesign of existing transfer pricing policies.

The major factor that needs to be considered in this regard is to what extent such measures lead to changes in profitability of entities belonging to the buyer’s or the target’s group. Such changes will typically trigger scrutiny of the tax authorities and therefore need to be well thought through and documented. Further, if post acquisition business models of the target and/or the buyer are restructured this should be handled very carefully as well to avoid adverse tax consequences due to assumed goodwill or IP transfers triggering capital gains taxation.

WHY DOES THE INTERACTION BETWEEN TRANSFER PRICING AND PURCHASE ACCOUNTING PLAY SUCH A CRITICAL ROLE IN DETERMINING THE ALLOCATION OF THE PURCHASE PRICE? A PPA is usually done based on the profitability of the target’s group entities which to a large extent is influenced by the group’s transfer pricing system. If that was in line with the arm’s length principle the PPA will not cause major problems. However, this is rarely the case in practice which is why transfer pricing experts should be involved in a PPA process. Further, if within a PPA a part of the purchase price is also allocated to IP like technology, brands or customer bases such allocation should also consider the group’s transfer pricing policies to avoid that IP is allocated to entities which were supposedly only carrying out routine type of functions.

HOW CAN TRANSFER PRICING AFFECT THE FINANCING STRUCTURE OF A PROPOSED TRANSACTION? HOW DOES THIS IMPACT THE BUSINESS STRUCTURE OF THE COMPANY? The PLI relevant for transfer pricing purposes is usually the EBIT. Financing transactions are booked below EBIT. Thus careful planning is required post acquisition to ensure that a debt pushdown is aligned with the transfer pricing system and to avoid that an entity gets a debt load that it cannot serve based on its arm’s length EBIT. In general the financing structure of a group entity should be consistent with its functional and risk profile from a transfer pricing perspective.

HOW CAN THE WORK YOU DO ASSIST ACQUIRERS IN EXTRACTING VALUE FOR THEIR SHAREHOLDERS? Transfer pricing is a dominant factor to determine a group entity’s taxable income. Proper transfer pricing planning can therefore be a perfect tool to optimize effective tax rates. The number of options in this regard is wide and ranges from locating key entrepreneurial functions and IP in low tax jurisdictions (after careful planning and implementation of mitigation strategies with regard to business restructuring taxation) through the establishment of certain functions in low tax jurisdictions (procurement, shared services) to the optimization of intercompany financing through in depth economic analyses.

DO YOU HAVE ANY PREDICTIONS FOR THE COURSE OF THE YEAR IN TERMS OF TRANSFER PRICING ISSUES? Transfer pricing is still the hot issue of the German tax authorities and it is expected that their audit activities will increase and will become more comprehensive. Thus companies are well advised to take care of their transfer pricing accordingly and be prepared for such audits by having proper documentation available. For companies transfer pricing can still provide numerous opportunities for optimization.

Company: Ernst & Young GmbH Name: Oliver Wehnert Email: oliver.wehnert@de.ey.com Web: www.ey.com Address: Graf-Adolf-Platz 15, 40477 Düsseldorf, Germany Telephone: +49 211 9352 12396

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Transfer Pricing and its Impact on M&A Transactions

Adv. (Economist) Yariv Ben-Dov is a founding partner and head of the transfer pricing practice at Bar-Zvi & Ben-Dov, Law Offices.

HOW ARE YOUR SERVICES SUPERIOR TO THOSE OF YOUR COMPETITORS? Bar-Zvi & Ben-Dov has an unmatched 100% track record in tax audits worldwide.

As a law firm whose members are both attorneys and economists, Bar-Zvi & Ben-Dov is dedicated to acting as a transfer pricing “one-stop shop”, providing its international clients with country specific preparation of transfer pricing studies, drafting of intercompany agreements, tax planning, economic implementation and the formulation of group-wide transfer pricing policies.

WHAT TRANSFER PRICING GUIDELINES DOES YOUR JURISDICTION FOLLOW? Israel is a member of the OECD. However, its transfer pricing legislation incorporates both the OECD Guidelines and the US Section 482 approaches. In general, the arm’s length prices for intercompany transactions are established by implementation of the “traditional” transfer pricing methods, and although no official methods hierarchy exists, a preference is usually given to the CUP method, if applicable.

The Israeli tax authorities (ITA) have recently published their position with regard to business restructuring and specifically stated that local transfer pricing legislation applies when dealing with any changes to intra-group corporate business structure or IP ownership.

Additionally, the tax system in Israel and the governmental Office of Chief Scientist, offer generous tax exemptions and grants to Israeli companies, based inter alia upon their location within Israel, their industrial nature, and the development of new IP. Such exemptions and grants must be examined, as they may be revoked and/or must be repaid by the company, following an M&A. CAN YOU PLEASE DEFINE THE KEY TRANSFER PRICING ISSUES THAT IMPACT M&A TRANSACTIONS WITHIN YOUR JURISDICTION? The main transfer pricing aspect that effects M&A transactions in Israel is the post factum business restructuring, which generally means the intentional or adjunct migration of IP from the Israeli based acquired companies to the purchaser abroad.

Due to the fact that the Israeli taxation system puts much emphasis on the location of the IP and on the economic ownership of the IP, and based on such information grants Israeli based companies various tax benefits, business restructuring should

ACQUISITION INTERNATIONAL

be conducted at arm’s length and be backed by supporting documentation. Additionally, the ITA has been thoroughly scrutinizing the remuneration received by the Israeli party following an M&A, regardless of the Israeli company becoming a subsidiary or surviving as the parent corporation.

HOW CAN M&A DEALS PROVIDE OPPORTUNITIES TO HARMONIZE EXISTING TRANSFER PRICING POLICIES? WHAT FACTORS SHOULD BE CONSIDERED WHEN DETERMINING WHICH POLICIES SHOULD BE IMPLEMENTED? An M&A, and specifically the due diligence process, allows both the target company and the purchaser, to re-evaluate any outstanding intra-group transfer pricing policy, while rooting out any inefficient or non-favorable practices.

In fact, the due diligence should both inquire whether or not the target company has regulated its internal transfer pricing, and how the forthcoming transactions between the purchaser and the target company will be priced. An M&A transaction which does not take this into account, creates a substantial tax exposure to the purchaser.

WHY DOES THE INTERACTION BETWEEN TRANSFER PRICING AND PURCHASE ACCOUNTING PLAY SUCH A CRITICAL ROLE IN DETERMINING THE ALLOCATION OF THE PURCHASE PRICE?

HOW CAN TRANSFER PRICING AFFECT THE FINANCING STRUCTURE OF A PROPOSED TRANSACTION? AND HOW DOES THIS IMPACT THE BUSINESS STRUCTURE OF THE COMPANY?

Transfer pricing considerations may have a crucial effect on the structure of an M&A. The purchaser should take into consideration transfer pricing compliance and the group’s tax base efficiency, while considering whether to purchase the target company or only its tangible and/or intangible assets.

Additionally, certain transactions may include financing in the shape of inter-company loans and/ or guarantees, and the purchaser should consider whether a local or foreign company, existing or an ad-hoc SPV, should purchase the target company and what is the best way to fund such a purchase.

DO YOU HAVE ANY PREDICTIONS FOR THE COURSE OF THE YEAR IN TERMS OF TRANSFER PRICING ISSUES?

The ITA continues to educate its corporate auditors re the identification and handling of potential intercompany issues, as its dedicated transfer pricing unit is expected to further increase the intensity of its audits and broaden the audited industries.

Naturally, M&A transactions are expected to be scrutinized as part of both the general audits and the specific transfer pricing audits.

The purchase price is generally determined not only by the assets owned or held by the target company, but also by the risks entailed in the prospected M&A and the benefits the purchaser is expected to gain from the target company and interacting with it.

The existing and future transfer pricing implications and tax exposures across various jurisdictions are taken into account as part of the risk factors when determining the acquisition price.

Company: Bar-Zvi & Ben-Dov, Law Offices Name: Yariv Ben-Dov, Adv. Email: yariv@bbl.co.il Web: www.transferpricing.co.il Address: 15 Abba Hillel Rd., Ramat Gan 52522, Israel.

Telephone: +972-3-7522280

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SECTOR SPOTLIGHT:

Doing Business in Uruguay

DOING BUSINESS — in Uruguay

Uruguay, unlike most countries has managed to avoid recession for the most part and keep a positive growth rate during the global financial crisis.

The World Bank’s Global Economic Prospects for 2012 predicts Uruguay’s growth rate will be the 2nd highest in Latin America for the year. With a positive investment climate, strong legal system and open financial markets Uruguay is now attracting significantly more foreign investment than in previous years. Acquisition International speaks to Diego Martinez is co founder and co partner of MMA Consultants, a global firm based in Latin America with offices around the world.

“Our organization was founded in 1995 and provides a full range of services aiming at investing in Latin America: legal, outsourcing, fiduciary, relocation, Private Equity and Private Banking. We have trustworthy experts in all of Latin America to ease every aspect of understanding the region and doing business. We provide our advisory services at very personal level. We serve medium sized companies that cannot face the pricing of big global consulting firms but still need a full service, committed business partner.

Each one of our companies is led by an expert in its area: - MM&A Consultants and ILS Southamerica (fiduciary services) - MM&A Family Office (financial services) - MM&A Corporate Law (legal advice, litigation, contracts, relocation) - MM&A Private Equity (M&A, investment projects, real estate) - MM&A BPO (outsourcing, accounting, tax, administration, payroll) - MM&A Franchising (franchises consultancy and marketing) MM&A provides taylored solutions based on almost 20 years of growth within the Latin American Zone.

We have developed our work with professionals and businessmen from most of the key cities in the region: Buenos Aires, Sao Paulo, Santiago, Lima, Guayaquil, Bogota, Panama, Mexico City, Santa Cruz in Bolivia, Asuncion and Montevideo.

We know the people, the cultures, the biases. We are from here and understand the cultural clash. And know how to find ways to do business and get the best from it. Because we work on a case to case basis. This gives the client a unique response.

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MM&A brings deep understanding of the perspective of both parts. We naturally know the local businessman and where he comes from. And we have dealt with Europeans and Americans for more than twenty years, so we also have an insight of the needs and goals of family companies or multinationals from out of our zone.

To add a couple of examples, we helped one of the biggest global tourism company deal with one of the most important Argentinean Travel Agent. Also, we had a couple of cases of privately owned north european company buying uruguayan and argentinean companies in the services industry. We saw similar cases in Peru and Colombia.

Uruguay has had moderate pro investment socialist governments for the last seven years, that have taken the mission of managing the economy very seriously.

The vast majority of the population is deeply democratic and probusiness. Uruguay has done a great effort to attract foreign and local investment, besides keeping the traditional very stable legal and business environment, easing procedures, welcoming immigrants, providing specific tax cuts, stimulating local financing, and providing access to government officers.

All of this under a very solid non corruption frame.

Uruguay ranks 2 in Latin America and 25 globally, in the Global Corruption Barometer according to Transparency International, above countries like Spain, Portugal or Italy.

Finally, the competitive advantages of Uruguay have allowed a sound development of agribusiness, real estate, tourism, logistics, software and financial services, with Argentineans and Brazilians ranking first as foreign investors.

Looking at 2012, there´s lots of positive things to happen in Uruguay. The world is starting to acknowledge the advantages of this little country and besides the arguments previously referenced, there´s a growing number of immigrants arriving from European and North American countries, looking for the quality of living found here, bringing in entrepreneurial drive and best practices to develop opportunities from Uruguay to the Mercosur (Uruguay, Paraguay, Argentina, Brazil) region and the world. And the government is strengthening its policies to attract foreign investment in an open economy with clear and stable rules.

Due to responding strongly to strict OECD regulations, Uruguay has added the White List of Complying and Cooperative countries, still keeping a strong bank secrecy and a restricted bearer shares regime. This has changed the profile of overseas investors.

Uruguay is a very unique country in Latin America.

Despite the size of its population, some 3.2 million, and without the natural richness of other neighboring

countries (no oil or big natural resources), it has a very well trained labour force due to the need to develop a difference with the giant countries around.

Uruguay is well known for its democratic stability, high quality of living, personal safety, sound and open financial center, the quality of its services, the education of its people and the big similarities to Europe.

It has no racial, social or religious problems and it bears no natural disasters. It is a completely green country no deserts or mountains - and four moderate seasons, without tropical extremes, nor snow.

We have a state of the art privately managed airport and our privately run port is one of the most efficient in all of the Americas. It has the most dense highway network of the continent and is ranked first in South America in Democracy Index (The Economist), Prosperity Index (Legatum), Quality of Living Index (Mercer) and Information and Communication Technologies (International Telecommunication Union).

As in the rest of the continent, we predict a solid growth in M&A operations within Uruguay for the following years. There are lots of opportunities to seize in this part of the world.

Company: MMA Name: Diego Martinez Email: info@mmaconsultants.com Web: www.mmaconsultants.com Address: Paraguay 2141, Of. 1005 Aguada Park 11800 Montevideo Uruguay Telephone: +598 2927 2727

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Maritime Disputes — Selecting an Arbitrator and a Location

MARITIME DISPUTES — Selecting an Arbitrator and a Location The number of disputes in the shipping and international commodity trading industry has always been high; 90% of international commerce travels by sea and with the global financial crises providing an extremely fertile ground for disputes, these numbers have increased noticeably over the last few years.

Unlike most industries, the maritime world has historically embraced arbitration as the preferred method used to resolve disputes and often this takes place in London with English law applying.

The English legal system has a steeped history of dealing with maritime matters and today is home to a developed base of specialist shipping practitioners, lawyers and judges. That said, a number of international jurisdictions have already, and are continuing to emerge as suitable alternative locations to London and it’s now possible to find highly technical individuals with the knowledge, experience and commercial sensitivity to arbitrate maritime disputes in a number of key hubs around the world. Acquisition International speaks to the experts.

Ben Horn is principal of a firm of London lawyers and an arbitrator specializing in the resolution of maritime and trade disputes. He is the Co-Editor of The Arbitration Law Handbook. He is a Chartered arbitrator, a supporting member of the London Maritime Arbitration Association, a member of the panel of arbitrators maintained by the Chinese Maritime Arbitration Commission and Singapore International Arbitration commission. He has broad experience of acting as arbitrator in both ad hoc and LMAA arbitrations concerning disputes arising under all the usual forms of contract in use in the shipping industry and is variously appointed by all stakeholders in the maritime industry, including ship owners, charterer’s, cargo interest, ship yards, buyers

ACQUISITION INTERNATIONAL

and sellers, their underwriters and P and I Insurers.

He comments: “The Global financial crisis has led to an increase of disputes in all areas of commerce and shipping, and the international commodity world is no different. This in part is the result of the increased volatility of the markets leading to charterers experiencing falling demand for shipped goods or owners experiencing collapsing freight rates.

Estimates suggest that London handles around 70 per cent of the world’s maritime arbitrations.

London thus remains the pre-eminent centre for maritime arbitration. It has a proven track record of providing cost effective, impartial and expert decisions, flexible, speedy and private procedures.

Traditionally, most standard forms of contract in use in shipping provide for the application of English law and London arbitration. Indeed the Bimco approved Law and Arbitration clause provides for the applicability of English law and arbitration in London under the rules of the London Maritime Arbitration Association (LMAA).

Members of the LMAA constitute a body of full time arbitrators from a wide range of shipping backgrounds. The LMAA promulgates its own sets of procedural arbitration rules. These procedural rules are applied to most London Maritime arbitrations.

Different procedures are available according to the amount in dispute. Accordingly, if the amount in dispute is less than USD50,000 a documents alone Continued on next page...

Company: Horn & Co. Solicitors Name: Ben Horn Email: ben@hornandco.co.uk Web: www.hornandco.co.uk Address: Gallery 4, The Lloyds Building, 12, Leadenhall Street, London, EC3V 1LP Telephone: +44 207 816 5960

Company: Timagenis Law Firm Name: Gregory J. Timagenis Email: gjt@timagenislaw.com Web: www.timagenislaw.com Address: 57, Notara Str., GR 185 35 Piraeus Telephone: + (30) 210 - 4220001

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SECTOR SPOTLIGHT:

Mediation — The Future for Corporate Dispute procedure before a sole arbitrator is available but where the LMAA terms apply a full oral hearing can take place. The continued evolution of London Maritime arbitration procedures and the desire of London to stay ahead are illustrated by the recent introduction of new LMAA terms applicable to appointments made after 1/1/12.

London is also home to a wide range of specialist lawyers and advocates, consultants and experts; brokers and insurers, ship sale and purchase brokers, claims handlers and adjusters, providing the necessary expertise to support maritime dispute resolution in London. Overseeing the highly developed and sophisticated process of London maritime arbitration is the presence of a highly respected court system, limited recourse to which ensures maintenance of the reputation of London arbitration.

Timagenis Law Firm (www.timagenislaw.com) of Piraeus is specialized in maritime law, including dispute resolution by litigation or arbitration. Senior Partner Gregory J. Timagenis is an experienced maritime arbitrator (member of the Panel of Arbitrators of NEE, founding member of PAMA and arbitrator in ICC arbitrations). He comments: “Piraeus and the surrounding area is one of the largest shipping centers worldwide from the point of view of establishment of shipping companies. However, the arbitration activity is disproportionately low. The preferred arbitration center for maritime disputes is London (long tradition, London arbitration clauses in the standard forms of maritime agreements).

However the excessive cost and delays in London in the recent years have prompted efforts towards the development of other regional maritime arbitration centers. Piraeus has two Organizations under the auspices of which maritime arbitrations are conducted. The older (since 1969) is the “Hellenic Chamber of Shipping” (NEE, www.nee.gr). The second (since 2005) is the “Piraeus Association for Maritime Arbitration” (PAMA, www.mararbpiraeus. eu), a non-governmental non-profit association.

Under the arbitration rules of PAMA, the parties may freely select the applicable law, the language, and the venue of the arbitration and appoint their arbitrator(s), counsel(s) and advisor(s) from all over the world.

Greece has adopted (Law 2735/1999) the UNCITRAL model law (1989) on international commercial arbitration and therefore all international arbitrations are subject to the provisions of the model law. The cost of arbitration in Piraeus is signifigantly lower than in London. In Piraeus there are several law firms and arbitrators experienced in maritime arbitration. A simple clause for arbitration at Piraeus (with two options i.e. NEE or PAMA) may read as follows: “Any dispute arising out of, or in connection with this Agreement shall be resolved by arbitration in Piraeus [at the Hellenic Chamber of Shipping] [in accordance with the Rules of the “Piraeus Association for Maritime Arbitration” in force at the time of the commencement of the Arbitration]”.

Quentin Bargate, Senior Partner of the awardwinning firm of English solicitors, Bargate Murray, he comments on what makes him the right arbitrator for the Maritime and Shipping Industry: “Deep experience and an understanding of the industry, including the commercial as well as legal aspects

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of complex maritime transactions. I have been appointed and have acted as an arbitrator in complex marine and trade arbitrations, but I also act as a solictor for parties involved in arbitrations of all kinds. I think that being a practitioner is of assistance to my work as an arbitrator because I have not lost touch with the day to day commercial imperatives that are important to users of arbitration.”

parties to choose the applicable Law, cost and time issues attract international cases to Hamburg.”

WHY DOES THE MARITIME WORLD HISTORICALLY EMBRACE ARBITRATION AS THE PREFERRED METHOD TO RESOLVE DISPUTES? AND WHY DOES ENGLISH LAW OFTEN APPLY?

“The new environmental legislation in shipping related to air pollution, as well as the initiatives in Europe towards stricter regulations, e.g. the recent discussions in the European Parliament on the amendment of Directive 1999/32 on marine fuels, will definitely impact the relations of various parties. As the environmental legislation becomes more complicated, technical, operational, legal and scientific expertise should be deployed for the resolution of disputes. Germany is among the leaders in this technology and exercises strict practices, so Hamburg might get a benefit as a location for arbitration.”

“Arbitration had many advantages. First, it is private.

Second, arbitrators are chosen by the parties for their experience and knowledge, but you have no choice of judge of you go to court. Third, arbitrators can be nationals of or based in any country, even if English law applies as the seat of the arbitration. Fourth, it has the potential to be quicker and more responsive to the needs of the parties. Fifth, arbitration awards are enforceable under the New York convention in many countries where English or other court judgement may not be. Sixth, there is simply greater choice, with the process and rules being designed for the parties, not the convenience of the State. “

OVER THE NEXT 12 MONTHS, ARE THERE ANY IMPENDING AMENDMENTS TO THE LAW WHICH WILL MAINTAIN OR HELP IMPROVE YOUR STATUS AS AN INTERNATIONAL SHIPPING AND MARITIME ARBITRATION VENUE?

HOW EFFECTIVE IS YOUR LOCATION IN SETTLING MARITIME DISPUTES? AND HOW DOES IT COMPARE TO ENGLISH LAW? “London remains the leading centre for maritime and trade arbitration. One reason is the quality of the experienced arbitrators and supporting professionals who assist in resolving disputes. Another reason is that London arbitration is backed by the English courts and English law, which is respected worldwide.

Even the time zone, GMT, helps, as does the use of the English language which most business people speak.”

Orestis Schinas is the Professor of Shipping and Ship Finance, Head of the Maritime Business School of the HSBA Hamburg School of Business Administration, he comments in what makes him the right arbitrator for the Maritime and Shipping Industry: “I can contribute an interesting mix of experience and education and training. My educational background expands from the specialized fields of naval architecture and marine engineering to ship management, employment and finance, while my business experiences expand from new buildings, business development and large corporate projects to advanced and specialized consulting and management. Moreover, my international business and multi-cultural experiences could benefit the settling of cases.

HOW EFFECTIVE IS YOUR HAMBURG IN SETTLING MARITIME DISPUTES? AND HOW DOES IT STAND OUT AS MAJOR MARITIME HUB? “Hamburg is an attractive and fast growing maritime centre. Arbitration is commonly cheaper, it can be conducted in English and the arbitration awards are enforceable as per the 1958 New York Convention.

The advantages of the German Law over the English Law are discussed in the literature, yet parties can choose the applicable Law. Generally, German arbitration is based on the UNCITRAL model law.

Expertise, both technical and legal, the option of the

Company: Bargate Murray Name: Quentin Bargate Email: quentin@bargatemurray.com Web: www.bargatemurray.com Address: 5th Floor, 20-22 Curtain Road, London, EC2A 3NF Telephone: +44(0)2073751393

Company: HSBA Hamburg School of Business Administration Name: Orestis Schinas Email: Orestis.Schinas@hsba.de Web: www.hsba.de Address: Alter Wall 38, 20457, Hamburg, Germany Telephone: +49 40 36138-738

Company: Omnequip Name: Michael Kavanagh Email: omnequip@btinternet.com Address: P O Box 5272, Hove, BN52 9QF United Kingdom Telephone: + 44 (0)1273 729 742

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Mediation — The Future for Corporate Dispute

MEDIATION — The Future for Corporate Dispute As our global economies have become increasingly intertwined, the number of international commercial disputes has mushroomed and in the wake of the global economic crisis these disputes are more complex than ever. By now we’re all aware of the effectiveness of alternative methods of dispute resolution from both a cost and a time point of view, so why, out of the different alternatives choose mediation?

Mediation is extremely effective early on and usually it is the least costly of the alternatives, often far less costly than going to court. It is extremely effective. Mmost mediation provider bodies that have conducted research on the success ratio of mediation quote an approximately 80% success rate. It has been suggested that this success is down to the fact that all parties feel empowered to negotiate effectively.

Acquisition International speaks to the experts.

Prathamesh D Popat is a Counsel at the Bombay High Court and practices as a Mediator. He is accredited by LEADR and Certified by IMI. He is also the founder of ‘Prachi’. Prathamesh D Popat defines the role of the mediator and highlights the main mediation styles used today: “The Mediator’s foremost task is to establish trust in the participants qua himself as a ‘neutral’ - or, as some prefer, a ‘mutually partial’ - intervener. He simultaneously needs to create a safe space where parties can have a free and frank dialogue. Thereafter, he needs to explain to the parties his role as a Mediator, which is that he is a not a judge or arbitrator nor is he a lawyer. Hence he would not be deciding any issue for them by passing any order, judgement or award nor would he advise any of them on any issue. He needs to get an understanding from the parties that he is in charge of the process and they, the parties, are in charge of the outcome. And this fundamental role of the Mediator does not change irrespective of the style adopted by him.

“There are several Mediation styles or Models available, viz. Facilitative, Evaluative, Transformative and Narrative, which are popularly prevalent, probably in that order. However,it’s the first two Facilitative and Evaluative – which have been found to be effective processes for handling corporate and other commercial disputes.

Mediation as a Facilitative process requires the neutral, the Mediator, to create a safe and respectful space for the participants to engage in an honest dialogue, sharing their concerns as well as their aspirations, and work collaboratively towards a mutually satisfying resolution through integrative negotiations. Conciliation, which is a close cousin of Mediation, is seen as more of an Evaluative process.

Though there is no great difference in the basic structure, the Conciliator, being a person experienced in the field from which the dispute arises or which field has a bearing on the dispute or its outcome, makes a recommendation for settlement of the dispute based on his evaluation of the issues emerging therein. It is for the parties to choose to accept the recommendation made by the Conciliator with such modifications as they mutually agree upon.”

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Judy Weintraub is the President of Accord LLC, a firm offering mediation and arbitration of disputes and co-founder of a dispute resolution consulting and training firm called Advanced Business Law Resources (ABLR). Judy is also certified by IMI, and serves as an arbitrator and mediator with the American Arbitration Association (AAA) as well as its international arm, the International Center for Dispute Resolution (ICDR) and the International Institute of Conflict Prevention and Resolution (CPR). Judy highlights how she can assist business professionals with any corporate disputes they may face: “In addition to my thirty years of legal experience and 10 years of dispute resolution experience, I also bring to the table significant business experience, from my years in senior management at a large corporation, as well as running 4 businesses of my own. Consequently, I have a good understanding of the emotional toll and the loss of productivity that a business dispute can cause. I also have a thorough understanding of contracts, and have the substantive expertise to assist parties in evaluating their risks and identifying creative solutions to resolve their dispute.

“In my view, among the most critical elements of the success of mediation are the parties’ preparation and their trust in the mediator. I highly recommend to the parties whose dispute I am mediating that they meet with me privately in advance of the mediation session. This gives them an opportunity to ask questions of me, and provides me with the opportunity to make sure they understand how to prepare for the mediation, what will happen in the mediation, and the important role they play. This meeting also provides me with a greater understanding of the whole situation than I can gain from reading pre-mediation submissions, and enables me to start building trust and rapport with the parties. During the mediation, I view my role as facilitating the parties’ efforts to resolve the dispute.

I primarily use private caucuses, during which I probe the parties for the strengths and weaknesses of their positions, identify their underlying interests and needs, help them assess the risks presented by the dispute and the full consequences of failing to reach resolution, and guide them toward developing creative solutions to resolve the dispute.”

Judith Meyer is the founder of and principal in JPMeyer Commercial Dispute Solutions and she serve as an arbitrator and mediator of commercial disputes. Judith is a member of many neutral panels, professional associations, and provider organizations, eg. CPR, AAA, FINRA, AHLA, CCPIT, ADROptions and she Chairs the Independent Standards Commissions of the International Mediation Institute. Judith defines how she encourages participation and the importance

of inserting mediation clauses into contracts: “I encourage deal-makers to insert mediation clauses into contracts. There is no downside to requiring parties to a deal to first negotiate directly, and, then, if direct negotiations impasse, to retain a mediator to break the log jam.

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Company: Prachi Name: Prathamesh D Popat Email: prachi@prachi.me Web: mediate.com/prachi Address: 701, Rehman House, Nadirsha Sukhia St., Fort, Mumbai, 400001 INDIA Telephone: +919820073367

Company: ACCORD LLC Name: Judy Weintraub Email: judy@accordllc.com Web: www.accordllc.com Address: 1723 Hamilton Drive, Valley Forge, PA 19481-0352, USA Telephone: 00+1-610-783-4519

Company: JPMeyer Commercial Dispute Solutions Name: Judith Meyer, Esq. Email: judith@judithmeyer.com Web: www.judithmeyer.com Address: 150 Rose Lane, Haverford, PA 190411618 USA Telephone: (215)563-1480

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SECTOR SPOTLIGHT:

Mediation — The Future for Corporate Dispute The worst that can happen is that no resolution is reached, but even in that event, the parties understand – if the mediator is worth her salt – what the immovable object is between them.”

SO WHAT ROLE DOES THE MEDIATOR PLAY IN DEALS WHERE THERE IS NO DISPUTE? “The mediator can help the parties define what is essential to them in the deal and prioritize deal terms by their importance. The mediator can assist the parties in recognizing what is – and is not – really important to them in an agreement they wish to reach, and then trading priorities with the other side, based on their relative importance. Please highlight your answer with examples. An executive transport service requires a fleet of Mercedes to transport executives from the EU who are temporarily in NYC. The service wishes to stay within a limited budget because it cannot estimate costs of maintenance and repair for the fleet. Mercedes, wishing to book a sale and not worried about maintenance and repair, offers a higher price than the transport company wishes to pay, but offers discounted pricing for maintenance and repair, with free maintenance and repair if any vehicle exceeds a certain amount of service/repair.

The removal of the risk of unknown maintenance fees makes the deal doable.”

Brigitte Irene KEHRER is an Executive Director for the Mediation Center EU in Switzerland and she ahs worked in commercial mediation for mid-sized companies in Geneva, Paris, Barcelona, Heidelberg and London. Brigitte comments: “I am independent and this is paramount for my mediation services!

My services are usually engaged through the State of Geneva where I am listed as a certified mediator who has been sworn in by the Government engaging in confidentiality and impartiality and code of honor. Or I am hired through the publicity in my local newspaper where I am known as a professional social and commercial mediator, belonging to the Swiss chamber of commercial mediation, or through Linked in and the Internet and my books.

BRIGITTE, WHAT ROLE DOES THE MEDIATOR PLAY IN DEALS WHERE THERE IS NO DISPUTE? AND HOW HAS THE GLOBAL DOWNTURN IMPACTED BOTH THE TYPE AND THE VOLUME OF WORK IN YOUR JURISDICTION? “The mediator can act as conflict prevention and contribute to structural, communications and delegation and facilitation skills. For example I have contributed to improve meetings (so that they are not so boring and participative) or to organize conferences that are interactive… or contribute in discussions to make the positions of all sides clearer and more acceptable.

The global turndown obliges mediators to be more proactive but gives at the same time opportunities for more mediation options. I would say the word spreads out slowly but surely.”

Mercedes Tarrazon is an arbitrator and mediator, founder of DISPUTE MANAGEMENT SL a Barcelona-based firm that specializes in international business advice and including dispute resolution and conflict management services. Mercedes is a Fellow of the Chartered Institute of Arbitrators for both Arbitration and Mediation and a Distinguished

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Fellow of the international Academy of Mediators, (IAM). These are institutions of great prestige that are recognized as having conferred upon their members high standards of excellence and professionalism for those that have acquired these fellowships.

“They are valuable fora as they permit me to meet and exchange “best practices” with leading mediators around the world. These opportunities allow one to continue to study and exchange ideas to be able to remain on the cutting edge of the mediation field. To me it is very important that mediators continue to educate themselves not only in mediation but in the related fields of their expertise so that once selected the parties are ensured of having a mediator with top qualifications and expertise.”

SO WHAT ARE THE PRIMARY LAWS OR REGULATIONS THAT GOVERN MEDIATION IN SPAIN? AND WHAT ARE YOUR PREDICTIONS FOR THE NEXT 12 MONTHS REGARDING THE USE OF MEDIATION OVER OTHER TYPES OF ADR IN YOUR JURISDICTION? “Up until last week in Spain there were no specific regulations for business mediation. The European Directive on certain aspects of Mediation in civil and commercial matters of 2008 has been at last transposed on the 5th of March of this year. It would be premature though to go into the full details of the law since the current text may not be the final one. It seems that the Government intends now to submit the bill for review so that the issue can be debated in the Congress.

Regarding predictions for the next 12 months, undoubtedly the recent changes in the law are going to lead to an increase in the use of mediation in Spain.

The fact that the law now articulates the process in which the judges may refer matters to mediation opens the door to a greater transfer of matters from the courts to mediation.

As in all those European countries that have transposed the Directive with no previous tradition of business mediation in their jurisdiction, I do not believe that the number of cases will be significant early on, but when the bar and the judiciary familiarize themselves with the process, the cases resorting to mediation will increase. Immediate increases of cases are only seen in those countries, such as Italy, where mandatory mediation has been introduced.”

Richard H. Silberberg is a partner at the international law firm of Dorsey & Whitney LLP, where he serves as the Partner-In-Charge of the Global Litigation and Advocacy Group and a member of the Management Committee.

“Over the course of approximately thirty (30) years, I have mediated a wide variety of commercial

disputes, taught courses in mediation advocacy, and served on various faculty panels concerning the mediation process. The mediator is a neutral thirdparty whose role is to facilitate a mutually acceptable resolution of a dispute. Individual mediators have their own personal styles and philosophies. In my role as mediator, I attempt to create a constructive and respectful environment that is conducive to enabling the parties to achieve a mutually acceptable resolution of their dispute.

I adapt the logistics and procedures of the mediation to accommodate the unique facts, circumstances and dynamics of the matter at hand in order to maximize the likelihood that the parties can achieve their respective goals. I require the attendance of party representatives having authority to settle the dispute and I strongly encourage the active participation of the parties during the mediation process. I think it is critically important that the decision maker(s) for each party have an opportunity to hear the other side’s concerns directly from their counterpart(s)

Company: Mediation Center EU Name: Brigitte Irene KEHRER Email: brigitte.kehrer@gmail.com Web: www.songlines.ch Address: PO Box 1290 Versoix Geneva Switzerland Telephone: +41 79 734 30 62

Company: DISPUTE MANAGEMENT, SL Name: Mercades Tarrazon Email: mercedes.tarrazon@disputemanagement.es Web: www.disputemanagement.es Address: Provenza, 242 O8OO8 Barcelona, Spain Telephone: +34.934.513.315

Company: Dorsey & Whitney LLP Name: Richard H. Silberberg Email: silberberg.richard@dorsey.com Web: www.dorsey.com Address: 51 West 52nd Street, New York, New York 10019 Telephone: (212) 415-9231

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Mediation — The Future for Corporate Dispute so that both parties can better understand and appreciate the potential vulnerabilities of their respective positions and the risks of having their dispute resolved through the litigation or arbitral process rather than by settlement. I am an active hands-on mediator, and I try to generate options for resolution that will enable each party to walk away from the process feeling that it has been heard and that its interests and needs have been reasonably accommodated by the other. As a member of the Panel of Mediators of the American Arbitration Association (“AAA”) and its International Centre for Dispute Resolution (“ICDR”), I am appointed by those organizations to serve as a neutral mediator of commercial disputes. I am also a member of the Panel of Mediators for the United States District Court for the Southern District of New York, and in that capacity, I am appointed by the Court to serve as a mediator of disputes that are the subject of lawsuits filed in the New York federal court.

By drafting and inserting an appropriate mediation clause in a contract, the contracting parties can assure themselves that in the event a dispute arises, they will be able to resort to an alternative dispute resolution process which potentially will enable them to obviate the expenditure of substantial time, cost and expense that would otherwise be necessary to litigate or arbitrate the dispute.

Through prudent drafting, the parties can also ensure that the dispute is mediated by an individual having the relevant experience and skill.”

Klaus-Olaf Zehle is an experienced mediator and I have responsibilities in two companies offering services in and for mediation. On the one hand with his partnership EQUIDIS GmbH as founder and the managing partner on the other hand with Mediation GmbH the operator of the leading German directory of mediators as founder and managing director.

“During the 8 years of my practice as a mediator, I mainly resolved conflicts between management and shareholders as well as in management teams. My professional training as Coach and certified Mediator of the International Mediation Institute (IMI) together with studies in economics, engineering, law and mediation combined with my personal background as former executive manager and owner of midsize service companies helps me to reflect these kinds of conflicts.

ACQUISITION INTERNATIONAL

In corporate conflicts I see the mediator in the role of a moderator facilitating communication, helping to improve common understanding together with actively supporting the finding of sustainable solutions.

Corporate Clients asks for an active role of the mediator therefore the evaluative approach is very often used in corporate environment. Conflict situations between shareholders, shareholders and the management team and in management teams are often visible for finance institutions like banks, professional advisors like lawyers, tax advisors and M&A consultants and for family offices. They see that only a third party who is not involved in any aspect of the conflict can bring the parties together for a solution. All of them in the meantime learned about the chance to solve conflicts with mediation and therefore very often recommends mediation and also mediators. Together with these advisors we define the individual format or concept fitting to the special situation, covering aspects like kind of conflict, escalation level, availability of parties, location, time frame etc.”

Barney Jordaan and Ulrich Stander are both lawyers by training, and respectively hold a PhD and Master’s degree in law. They are founders and directors of Maserumule Consulting, a boutique firm that specializes in organizational growth, workplace relations and dispute resolution. They serve a large corporate client base across different sectors. Barney Jordaan has been in the mediation field since 1989 and currently acts as mediator in workplace and commercial disputes.

He is accredited with the ADR Group (UK).

Ulrich Stander has been a workplace and civil and commercial mediator since 2008. He is also accredited with the ADR Group. Mediation provides a superior form of dispute resolution in most dispute situations, particularly workplace and commercial disputes. It is cost effective, quick, leads to better solutions and provides an opportunity for disputing parties to re-establish and continue with their business relationship.

“Our services are engaged either via mediation service providers on whose panels we serve, or directly by disputing parties. The key benefits of using a commercial mediator include confidentiality; speed; an opportunity to manage the risks inherent in the dispute; cost effectiveness; and maintenance of important business relationships. We offer not only services as mediators, but also act as conflict coaches; assist in the preparation of clients for a mediation; and in the preparation for important negotiations.

Our philosophy is to advise all our clients in any contractual dealings to include a stepped dispute resolution clause in their contracts with an emphasis on consensual dispute resolution, primarily through mediation. Deal-making mediation assists parties in negotiation to arrive at an agreement that is mutually

beneficial and to avoid unnecessary deadlocks.

Mediation can also be used as a conflict prevention mechanism, e.g. where two organizations with different corporate cultures amalgamate, or as a relationship-building mechanism e.g. where there is conflict between a company and a trade union.

South Africa has 42 pieces of legislation providing for mediation. The primary ones death labour relations; family and divorce disputes; environmental disputes; consumer disputes; retirement fund disputes.”

Company: EQUIDIS GmbH Name: Klaus-Olaf Zehle Dipl.Ing.Oec. LL.M. (Com.) M.A. Email: zehle@equidis.de Web: www.equidis.de Address: Schlüterstraße 14, D-20146 Hamburg Telephone: +49 40 600 928 43

Company: Mediation GmbH Name: Klaus-Olaf Zehle Dipl.Ing.Oec. LL.M. (Com.) M.A. Email: zehle@mediation.de Web: www.mediation.de Address: Waldreiterweg 23, D-22927 Großhansdorf Telephone: +49 4102 69 19 157

Company: Maserumule Employment Consultancy (Pty) Ltd Name: Barney Jordaan & Ulrich Stander Email: info@masconsulting.co.za Web: www.masconsulting.co.za Address: P.O. Box 3272, Tyger Valley, 7536 Telephone: +27(0)21914-3211

OFFICES OF MR CHRISTIANRADU CHEREJI

Company: Offices of Mr Christian-Radu Chereji Name: Christian-Radu Chereji Email: cchereji@gmail.com

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SECTOR SPOTLIGHT:

Mediation — The Future for Corporate Dispute

MEDIATION

— The Future for Corporate Dispute

Bradley Chenoweth is a consultant-lawyer in a private practice, a nationally accredited Advanced Mediator with LEADR and Director of the Australasian division of global consulting firm, Dialogos International.

PLEASE GIVE A BRIEF SYNOPSIS OF YOUR EXPERIENCE IN RESOLVING CONFLICTS THROUGH MEDIATION?

I took up mediation and dispute resolution at the very beginning of the movement in Australia. At that time it was relatively unknown to lawyers and not, for example, taught in Law faculties (where I now teach mediation and negotiation to under- and post-graduates). I’ve been an accredited mediator for 20 years and mediated complex commercial, crosscultural, and organizational disputes. Beyond dispute and conflict management I also work internationally on proactive strategic engagement, for example, I’ve facilitated stakeholder consultation in multi-billion dollar capital investment projects etc.

PLEASE DEFINE THE ROLE OF THE MEDIATOR AND HIGHLIGHT THE MAIN MEDIATION STYLES USED TODAY?

The simplest definition of a mediator is a third party neutral who assists a negotiation. One main difference between styles in the commercial context is whether or not the mediator provides advice and/or solutions. While parties can feel reassured by a mediator who will offer solutions there can be great power in holding back from that function, leaving that to the other expert advisers and parties themselves, while the mediator focuses on assisting effective negotiation and communication between parties.

In my view, the real value of mediation is the capacity of the mediator to create a negotiation context where more becomes available to parties than standard positional jostling or commercial compromises.

While adversarial stances are a natural part of negotiations, the skilled mediator is able to shift these dynamics to a more productive conversation, one that breaks through deadlocks and generates creative solutions.

The real value-add of an effective mediator is their skill at transforming stuck dynamics into conversations that create of more value than would otherwise have been available to a typical commercial ‘compromise’. This takes a lot more than the classic skills of adversarial lawyering. In choosing a mediator, it’s crucial that parties have a mediator who is comfortable with the positional gamesmanship, but who can actually shift the game to a more productive field of play and create powerful outcomes neither party would have conceived possible at the outset.

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WHAT ROLE DOES THE MEDIATOR PLAY IN DEALS WHERE THERE IS NO DISPUTE?

Beyond dispute and conflict resolution I also work internationally on dispute prevention. Facilitation of stakeholder consultation in multi-billion dollar capital investment projects is an example of the kind of proactive engagement that multinational clients have requested. The proactive role for mediators and interveners in complex negotiations, project management, mergers and acquisitions is presently underutilized by companies. Historically, I find my mediation skills have been requested to assist resolution of problems rather than to enable strategic acceleration toward a goal, though this has changed in recent years.

One example of a successful innovation in this domain is the rise of Dispute Boards in construction and other major projects. Such Boards assist major capital investment projects to be delivered on time and within budget. One well known public example is the 16km Øresund Link, a bridge between Denmark and Sweden completed in 2000, 3-6 months ahead of schedule and within budget, and where each of the three contracts had a Dispute Review Board which visited the site at least 3 times per year.

This example highlights the benefits of creating structures that proactively manage the risk of conflict escalating to dispute, both in projects and negotiations generally. However, creation of these kinds of structures is not in itself sufficient. The real edge comes from establishing the quality of collective leadership that is needed between those who take on roles in such structures. Success in complex negotiations is an act of innovation and leadership – individual leadership of the parties and collective leadership of the whole group engaged in negotiation and deal creation. Like all leadership challenges, a complex negotiation is not a business-as-usual event.

It is a context where adaptive leadership is needed and development of that capability is essential to the mix. This enables a group engaged in negotiations and the structuring of a complex deal to have the hard conversations and come out with value.

WHAT ARE THE BENEFITS OF BEING A MEMBER OF AN ASSOCIATION SUCH AS LEADR? I’m a member and Advanced Mediator with LEADR (a non-profit membership organization for mediators created in 1989 by senior partners from the major Australian law firms). I’m also accredited under the National Mediator Accreditation Scheme

in Australia and internationally through the International Mediation Institute based in The Hague. The advantage of these memberships is the critical guarantee if offers clients regarding quality of mediation services.

WHAT ARE YOUR PREDICTIONS FOR THE NEXT 12 MONTHS REGARDING THE USE OF MEDIATION OVER OTHER TYPES OF ADR IN YOUR JURISDICTION?

My direct experience is mirrored by research I’ve been reading re parties perception of and needs for procedural justice. Mediation is one of few processes that, when conducted well, meets not only the substantive issues regarding the deal but also the procedural and psychological interests of parties as well as. There’s more going on in the dynamics of negotiation (and more that can break a deal) than price. Mediation attends to these matters as well, yielding value at all levels for clients.

Mediation is at the beginning of a strong growth curve – this is both my prediction and experience so far. As an innovation in legal practice and negotiation, it offers value and meets the real needs and commercial goals of clients.

Company: Bradley Chenoweth, Consultant Lawyer and LEADR Advanced Mediator Name: Bradley Chenoweth Email: office@bradleychenoweth.com Web: www.bradleychenoweth.com Address: GPO Box 1384, Sydney NSW 2001, Australia Telephone: +61 (4) 1963 4513 (Australia) +1 (617) 792 0567 (USA)

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Relocation, Relocation, Relocation

RELOCATION

— Relocation, Relocation

In 2011 cross-border activity rebounded strongly, representing 41.5% of all global M&A activity. Triggered by the increasing internationalisation of markets and industries, the international relocation of top management team members, and core functions like finance and R&D is happening more and more.

Relocating individuals and departments can be extremely strategically beneficial, essentially people are moving to have better access to knowledge and improve relationships with stakeholders abroad.

Moving however, is a costly and complicated process and one that warrants support from the best in the industry to make the transition as smooth as possible.

Barriers can include personal ties, functional interdependencies and fiscal and legal constraints at the individual, organizational and country level.

Some firms may have had to cut relocation spends due to market pressures but budgets are returning and sometimes geographic talent imbalances make relocation an absolute necessity whatever the cost.

Acquisition International speaks to the experts.

GAC Oman established in 1971 as a shipping agent to handle vessels at Port Sultan Qaboos. Since then it has developed extensive expertise and local knowledge to become one of the leading shipping and forwarding agents in the country today. Acquisition International speaks to Patrik Halldén is General Manager at Gulf Agency Company (Oman) LLC. With operations spanning from its own purpose-built office in Muscat to branches in Muscat International Airport and the main seaport of Port Sultan Qaboos in the capital areas as well as in Salalah, industrial city of Sohar and Sur, GAC provides complete coverage across the country. GAC Oman is the only FAIMISO certified Moving company by FIDI the International Association of Furniture Movers.

“In Oman we have witnessed downsizing in relocation

ACQUISITION INTERNATIONAL

budgets again due to the global economic recession.

But to have their relocation process in-house will be to cater to a small portion of the whole requirement like settling-in programme. The actual movement of physical effects from one location to another is still being catered to globally recognized organizations.”

PATRICK, WHAT ARE THE CURRENT KEY BARRIERS THAT COMPLICATE THE RELOCATION PROCESS? “A relocation process at times does have situations which are quite inconvenient to the transferee and totally beyond the control of all the parties involved.

Weather conditions, political situations, economic changes etc. Again it depends on how well you define the process and duration to the transfree while conducting your move management meetings.

A well defined and transparent process does help the transfree to be prepared for any eventualities.”

WHAT FACTORS HAVE DRIVEN THE STABILIZATION OF THE CORPORATE RELOCATION INDUSTRY IN OMAN? “Oman has a very stable economy which is growing on a yearly basis. In addition our economy depends on revenues from our Oil & Gas exports and the price of oil has been reasonably high for the last four years which contributed to this healthy business environment.

Alfa Group was established in 1995 by 4 industry leaders, and today Alfa Group consist of 450

specialists handling more than 11.000 assignments annually across the globe, with a Nordic design in mind. The group provide total services within removal, relocation and mobility services. Heidi Rasmussen is a Global Mobility Director, Alfa Relocation Global Services. An Alfa typical client is a Nordic headquartered company with global offices. ”Alfa’s advantage is Alfa’s people and their ethics and moral. Our pride is to hire and maintain the foremost industry experts in or region, and place them within expert process groups. As a group, we invested correctly in process management already in 2006, which have been paid off long ago. On top of this, we do have a group of senior experts that meet our clients at their decision points, and thereby we create very fast action and compliance methods. Plus, our financial strengths enabling constant investments for our customers.

We also guarantee and delivery the needed capacity, matching customer cycles. This is more and more important as customers organisations are changing constantly.

As a company we learn that customers reach out to support and build their processes in connection with total costs of ownership mappings, ie we work on a sustainable partnership platform.

The Key barriers to a relocation process can be the timeline expectations and link from hire manager to information to HR operators, and compliance to host country immigration rules. The relocation market has stabilized in the Nordic regions due to policy compliance and we are currently seeing an increasing Continued on next page...

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SECTOR SPOTLIGHT:

Relocation, Relocation, Relocation

demand for our services in 2012, with an estimated rise of 5-7% compared to 2011.”

Home Hunters Relocations was founded over 15 years ago. Since this time, Home Hunters Relocations has been one of Australia’s leaders in national and local relocations. Hundreds of successful relocatees can testify that we have the knowledge and experience required to manage any move. Sarah Kenaly is the Relocations Manager with Home Hunters Relocations in Australia.

“Our boutique agency dedicates itself to providing a personalized service for all relocation requirements.

As a family owned and run agency, we take each successful relocation personally.

All our Relocation Consultants & supporting staff understand the stresses of relocating themselves, having lived either in metropolitan or regional areas of Australia, as well as internationally. Overall, our empathy with our clients contributes to our enthusiasm into settling executives and their families into a new community.

SARAH, WHERE ARE MOST OF YOUR CLIENTS RELOCATING TO AND FROM? AND WHAT ARE THE MAJOR BENEFITS OF OUTSOURCING RELOCATION NEEDS TO YOUR COMPANY? “There is an increasing trend of young professional couples moving to Australia, especially from the UK, Europe and the USA. The current economic climate is definitely effecting the development of this relocation section as people struggle to find work in their homeland; especially in the finance and law sectors.

There is also an obvious demand for skilled labourers in Australia due to the mining boom, and we have seen an increase in clients from these areas. These clients are mostly from New Zealand, PNG and Europe & many of them are relocating with their entire families.

Regarding the benefits, we are un-bias experts in our field. This means we are constantly aware of the real estate marketplace and how to ensure a smooth and relatively stress-free more. We see & experience market trend first hand & therefore give the best advice to our clients during the relocation process.

Utilizing our signature search, select, secure method, the relocation is smooth, timely and cost effective.”

Rushbrook and Rathbone are specialist corporate relocation partners providing modular relocation and tenancy management services for organisations, families and individuals. Sarah Rushbrook is Managing Director of Rushbrook and Rathbone Ltd. Our business was started in 1988, initially providing property management services to outgoing expatriates. Our property based services include finding homes to rent or buy for incoming expats or UK domestic assignees. A comprehensive tenancy management service was also developed to ensure the wellbeing of the tenants who were unfamiliar with the UK rental market and all the legislation that

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went with it. Looking after the needs of corporate assignees relocating to the UK, and managing the UK homes of those who are leaving to work abroad is our business.

Rushbrook and Rathbone’s typical client is someone who operates at a senior level and therefore their relocation package is dealt with on a more individually negotiated basis, meaning they are not bound by the same contract conditions as those less senior. We tailor our service to meet the individual assigness needs, be that a managed service, vacant management because they are returning every three months to their property, or helping to find someone coming to the UK a suitable place to live with their family which matches their individual criteria in terms of location, schooling, size, budget etc.”

Most of our clients are relocating to Russia, China, India, and the Far East, some to the Middle East and a few to America. With travel much more accessible these days, those working in Europe tend to work away during the week and travel back at weekends.

Clients relocating to the UK from abroad come more often from European countries and some from Australia and America.

The economies are the major push and pull factors for these major destinations, as nowday’s people have to move wherever the work is and cannot afford to swap jobs if they don’t want to relocate. However, relocation has changed completely. Gone are the days where this automatically involves picking up the family and moving altogether. Now companies are coming up with more innovative and cost effective ways of moving individuals which often means they can return at weekends and this flexibility has transformed the relocation market.”

Alejandra Arellano has been working for Trafimar Relocation Services for the past 8 years. His expertise and experience in the relocation has continually grown from participating in all the strategic areas of the company such as Global Business Development, Customer Service, Operations, Claims and Quality Departments. After more than 25 years in the International Relocation Business, Trafimar Relocation Services has become the leader in the Mexican Market, offering the most complete range of services to their clientele who require dependable assistance for their moving to and from Mexico.

Company: GAC Oman Name: Patrik Halldén Telephone: +968-9521-5700

Company: Home Hunters Relocations Name: Sarah Kenaly Email: sarah@homehunters.com.au Web: www.homehuntersrelocations.com.au Address: 191 Rocky Point Rd Ramsgate, NSW 2217 – Sydney Australia Telephone: +612 9583 9055

Company: Trafimar Relocation Services Name: Alejandra Arellano Email: a.arellano@trafimarrelo.com.mx Web: www.trafimarrelo.com.mx Address: Ferrocarril Acámbaro 77, Col. San Luis Tlatilco CP 53630 Naucalpan, Estado de México Telephone: 52 55 5312 9939

Thanks to its renowned network of International Agents and as member of OMNI, FIDI, LACMA, IAM, PAIMA AND BAR (Organizations which gather over 200 of the best Professionals in the World.) Trafimar Relocation Services guarantees the best quality in service all along the Logistics Chain.

“In order to assist its clients to cope with the profound and stressful changes associated with the relocation process, Trafimar Relocation Services has invested and is proud to be the first company in our country and business sector to have applied and fulfilled the complete process of the latest ISO Certifications.

Company: Quintessential Relocation Consultants Name: Jo Stoddart Email: jo@quintessential-relocation.com Web: www.quintessential-relocation.com Telephone: +44 (0) 1481 257200

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Relocation, Relocation, Relocation

Nowadays, Globalization has played an important role in the market. Most of the relocation decisions are now taken in the headquarters. An in-house relocation department may save costs at the beginning, but in the end, the financial costs usually are higher. Firms must place the transferee into the hands of someone they can trust, a known professional who can handle all the details of the relocation process.

Western World are also likely to see an increase of African nationalities returning to their home countries, attracting talent with higher wages, but with lower relocation costs.”

We greet this 2012 in the same vein, confident that through hard work, understanding, total commitment, enthusiasm and dynamism of our people, we will continue to strive for excellence, meeting the challenges of the Relocation Industry, as well as the ever changing expectations of our customers.

Today, East & West Express (EWE) stands proud of its achievements and employs over 350 dedicated professionals throughout Dammam, Jubail, Riyadh, and Jeddah & Yanbu offering multi-modal logistics, transportation & house-hold removals worldwide.

EWE is operated and managed by a team of highly experienced and dedicated personnel, and an equally committed network of agents and affiliates to provide a highly effective and cost efficient shipping and logistic service to its customers worldwide.

On a lighter note and if the situation would present itself, I am happy to know that Trafimar Relocations would help my family move abroad for years, and I rest assured that It would greet me with the same professional and personalized service back to Mexico, the country of my heart!”

Natascha Clark is VP Business Development HCR USA and has worked for HCR Group for six years.

Acquisition International asks Natasha where most of your HCR clients relocating to and from and what are the current push and pull factors for these major destinations. Moves from the US and EU to all continents of the world are still domineering the relocation industry.

“However, companies across China, Russia, India and the Middle East have acquired large stake holds in the “Western World” as a result of mergers, acquisitions and organic growth. Consequently, we are seeing a marked increase in mobility from these countries, which are internationally seen and managed.

However, some challenges (such as low to high wage moves) are yet to be overcome. Repatriations back to these areas will clearly be a challenge, although at this stage accurate data on statistics is not available - it is too early in the game to tell. Regional moves (i.e. within APAC or Middle East) will also play an important role over the next 5 years.

The Next Eleven (or N-11) are eleven countries identified by Goldman Sachs as having a high potential of becoming, along with the BRICS, the world’s largest economies in the 21st century. They are Bangladesh, Egypt, Indonesia, Iran, Mexico, Nigeria, Pakistan, Philippines, South Korea, Turkey, and Vietnam.

These emerging countries (especially the African states) are quickly becoming future expat locations.

This growth will see an increase in Knowledge Exchange going both ways, with a marked increase of African nationalities benefitting from education and training in the West, and consequently ‘importing their know-how’ back home. Recruiters in the

ACQUISITION INTERNATIONAL

East & West Express, a part of the ATCO Group, became a house-hold name since its foundation in 1962, as a specialized international freight forwarder and removals company throughout Saudi Arabia.

HCR is an independent global Relocation Management company with a UK HQ, a US branch in Florida and a network of World Connect partners providing relocation services in 149 countries worldwide. Since 1982 HCR has been helping corporations and government departments to successfully relocate their employees. Acquisition International speaks to Fadi Khoury, the Customer Service & Quality Assurance Manager, why relocation budgets are still under pressure. “We could say that this applies to office relocation, but not to personal removals. Also, there are no self service removals companies where you can rent trucks and cartons yourself to pack and move your stuff by yourself.

Companies that have laborers could relocate their office themselves, but not on relocation of house hold goods. For companies relocating their office, it would be cost effective, but this does not affect our business. Saudi Arabia is a service oriented country and relocation services have a huge demand, so there is no danger in losing jobs.”

WHAT BARRIERS COMPLICATE THE RELOCATION PROCESS IN TERMS OF YOUR EXPERTISE? “Language barriers, new customs regulations, lengthy customs process and requirements and complicated VISA issues often complicate international moves.”

Company: Alfa Quality Moving & Relocation Name: Heidi Rasmussen Email: heidi.rasmussen@alfarelocation.com Web: www.alfamoving.com/en/

Company: HCR Group Name: Natascha Clark, GMS Email: nclark@hcr.co.uk Web: www.hcr.co.uk Address: 239 E Lakewood Road, West Palm Beach, Florida 33405, USA Telephone: +1 561 429 5480

Company: Rushbrook & Rathbone Name: Sarah Rushbrook Email: SarahRushbrook@rushbrookrathbone.co.uk Web: www.rushbrookrathbone.co.uk Address: Portmill House, Portmill Lane, Hitchin, Hertfordshire, SG5 1DJ Telephone: 01462 420 201

WHAT FACTORS HAVE DRIVEN THE STABILIZATION OF THE CORPORATE RELOCATION INDUSTRY IN SAUDIA ARABIA? “The competition for employees increased between employers, and the relocation benefits offered by companies to attract the best candidates increased and the industry became more sophisticated to help companies determine the most competitive yet cost effective means to develop a relocation benefit.

As the employment market became more global, relocation benefit policies became comprehensive Continued on next page..

Company: East & West Express Name: Fadi Khoury Email: f.khoury@atco.com.sa Web: www.atco.com.sa Address: P.O. Box 718 Dammam 31421 Saudi Arabia Telephone: +966 3 834 7892

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SECTOR SPOTLIGHT:

Relocation, Relocation, Relocation

as companies began to offer destination services and temporary assignment benefits in addition to the traditional household goods benefits. Thus the relocation industry continues to flourish in Saudi Arabia.”

As leaders in the specialised field of global mobility, IPM offer everything from top line strategy through to detailed practicalities to keep what are often complicated matters simple for our clients.

IPM’s reputation is built on transparency of costs, professionalism and a friendly, personal service.

By acting as an extension to an HR department, we enable our clients to focus on their core competencies by removing the stress often associated with the complexities of global mobility.

IPM offers policy review and development, assignment remuneration, payroll, taxation and benefits, assignment management and vendor management services (including immigration and destination services, freight, culture and language training), all underpinned by on-going consultancy and a comprehensive support service.

Extending the integration into our clients’ businesses further, we then work directly with our clients’ assignees, providing each individual with customised support services to meet their personal needs whilst ensuring they are happy with - and fully understand – the assignment process and expectations. offers policy review and development, assignment remuneration, payroll, taxation and benefits, assignment management and vendor management services (including immigration and destination services, freight, culture and language training), all underpinned by on-going consultancy and a comprehensive support service. Extending the integration into our clients’ businesses further, we then work directly with our clients’ assignees, providing each individual with customised support services to meet their personal needs whilst ensuring they are happy with - and fully understand – the assignment process and expectations.

Global mobility is our business, our specialism and our passion. Our team of technical experts come from a wealth of backgrounds to offer a diverse range of skills and experience to our clients, and to deliver an exceptional bespoke service with holistic support.

To service our expanding Scandinavian client base, we have now established a subsidiary company in Copenhagen. IPM was awarded ‘Runner-Up’ for the ‘Relocation Company of the Year’ in the 2011 European Expatriate Management Mobility Awards from the Forum for Expatriate Management. At client level, the following is typical of how IPM can drastically impact on efficiencies in real financial

SECTOR SPOTLIGHT:

Relocation, Relocation, Relocation

terms: A recent review of assignees’ remuneration and taxation for a global logistics client revealed many discrepancies. When 50 assignee files were audited, IPM revealed the company’s tax exposure: • Assignees overpaid by £102,590 • N.I. owed to HMRC £70,390 • Pension owed to provider £14,547 • Refund of income tax due £10,705 Quintessential Relocation Consultants (QRC) provides bespoke relocation services to private individuals and companies moving their home, staff or business to Jersey, Guernsey and Alderney.

“Although geographically close to Britain and culturally similar, each island has its own housing laws as a means of controlling inward migration, so the services of a local expert with in-depth knowledge and understanding of the markets and regulations is invaluable to our clients. Our network of contacts, which includes private landlords and developers as well as estate agents, means that we are often able to get our clients in to view properties before they go on the market – an enormous advantage in a housing market where competition for suitable properties is fierce.

Our clients are an eclectic mix of HNW individuals and entrepreneurs who can see the many advantages of doing business on the islands as well as corporate assignees on fixed-term contracts. In order to ensure that assignments get off on the best possible footing, it is important that newcomers work with someone who can manage their expectations and help them to understand what their new life might be like, what differences to expect and which are the areas where they may have to be willing to compromise.

The Principal and all our consultants have lived through international relocation themselves and their in-depth understanding of relocation issues from the assignee’s perspective is one of the many factors which make our company stand out from the crowd.

Working with someone who cares about the small details makes a big difference to any assignee and our follow-up programme for spouses is greatly appreciated. Although many new residents arrive from Britain, attracted by the quality of life and similarity to the mainland in terms of language, education and culture, the islands are also very popular with South Africans, New Zealanders and Australians who appreciate the fantastic work-life balance and outdoor lifestyle on offer.”

Kathy Nunn, Director, has been providing destination services since 1995 and Elite was established by her in 2001. The organization specializes in the relocation of national and international executives to their required destination. Elite has grown exponentially on the back of its service and dedication to the successful relocation of all its clients and in particular the personal caring approach to all assignments however big or small.

ACQUISITION INTERNATIONAL

“Elite’s point of difference reflects our value proposition. Our family of consultants has all relocated personally ensuring empathy and understanding. Many of our consultants have worked as teachers who can provide valuable insight to clients regarding education. We ensure that all members of the relocating family assimilate into their new local community which allows the executive to focus on their work commitments.

We continue to support the executive and family long after the relocation service has been delivered.

Elite’s excellent reputation has been earned by providing personal tailored services to meet each individual’s requirements.

We pride ourselves on our unsurpassed responsiveness in communicating to the company engaging our services and the executive.

Elite do not have a ‘typical’ client.

We provide extensive global destination services to blue chip executives through to individuals requiring assistance to facilitate a sea change. Our clients are as diverse as our tailored solutions. A high percentage of our clients are relocating to Australia, predominantly Melbourne, Sydney and Perth from the UK and Asia Pacific. The push is lifestyle and remuneration, and the pull is employees with a greater depth of experience.

Over the last few years we have noticed that firms have been absorbing the management and facilitation of their global mobility requirements into the functionality of their Human Resource departments.

Due to the fluctuating demand for destination services it has proven more cost effective for companies to engage external specialists as required.

As specialists, Elite are across property market trends and tenancy requirements, changes in legislation that impact remuneration, maintain an extensive network of contacts within education, are sensitive to cultural diversity, and actively connect our clients within a corporate and social environment.”

Company: Elite Executive Services Name: Kathy Nunn Email: kathy.nunn@eliteexecutiveservices.com.au Web: www.eliteexecutiveservices.com.au Address: 42/296 Bay Road, Cheltenham, Melbourne, Victoria - Australia Telephone: +613 9583 5388

Company: IPM Email: info@ipmglobalmobility.com Web: www.ipmglobalmobility.com Address: 43 Tyndall Court, Commerce Road Lynch Wood, Peterborough, Cambridgeshire PE2 6LR Telephone: 0845 458 5643

March 2012 /

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SECTOR SPOTLIGHT:

Doing Business in Croatia

DOING BUSINESS — In Croatia

Croatia’s economy is likely to be pushed into another recession in 2012. 2009-10 saw a serious contraction with a brief recovery in 2011 and the forecast for 2012 suggest a contraction by between 0.5% and 2.1%.

During the previous decade the economy had grown on average between 4 and 5%annually on the back of tourism, services, consumption and infrastructure investment. The largest threat facing Croatia moving forward is its exposure to the crisis in the Eurozone. The IMF regards Croatia as having significant vulnerability to the crisis due to its strong financial and trading links in Europe. Croatia will need to look at how to improve the competitiveness of its economy to combat the downturn caused by the situation in Europe. Acquisition International speaks to the experts…

Infokorp, established in 1996, is the leading company on the field of accounting, audit, payroll and management consulting in Croatia and the region.

“We are oriented on foreign markets so we are closely monitoring accession process of Croatia into EU as well as government new policies and decisions.

Infokorp has been operating on European market for several years now and we are looking forward to all opportunities of bigger market because we are prepared to compete in all fields mentioned above.

Croatia’s government submitted its 2012 budget draft to the Parliament, which includes 4 billion HRK ($700 million) in proposed cuts to narrow the deficit and to bolster the country’s credit ratings.

The government revised its budget gap forecast for this year to 3.8 percent of gross domestic product, less than a previous forecast of 4.2 percent and from 5.5 percent in 2011. The cost-cutting should affect all branches of the public sector as budget spending is cut to 118.8 billion HRK, from last year’s 122.3 billion HRK. Croatia, which is set to become the European Union’s 28th member in 2013, is facing a review of its credit rating as it needs to service a growing external debt and revive its faltering economy. The government expects to gain 2 billion HRK from selling state assets this year. The budget deficit in 2013 is forecast to narrow to 3.3 percent of GDP and to 2.6 percent in 2014. The government projects expenditures at 120 billion HRK in 2013 and 122.6 billion HRK in 2014. The IMF said in a Feb. 6 statement that “with current policies” the economy will probably decline by 1 percent this year and urged the government to continue with spending cuts and reduce the number of employees and benefits in the public administration. The government plans achieve economic expansion of 0.8 percent by boosting competition and domestic demand, rather than exports, to limit the effect of the foreign debt crisis in the euro area, where Croatia exports 42 percent of its products. Oikon Ltd, Institute for Applied Ecology, (“Oikon” or the “Company”) is a limited liability company registered in 1997 in the Trade Registrar of the Court in Zagreb with MBS number 080183498 and located in Zagreb, Croatia. Since its foundation Oikon has emerged as a leading licensed and accredited environmental consultancy/research institute in Croatia (research based SME).

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Dalibor Hatić is General Manager, he comments: “The Company’s main strength lays in its ability to leverage its credentials in the region, as well as their employee’s technical competencies. Oikon has the technical expertise and experience to cover overall project management services, advisory and technical support for private sector, EU and globally funded projects. Professional services delivered by Oikon include:

DOWNTURN CAUSED BY THE SITUATION IN EUROPE.

For its work and results Oikon has received awards and recognition, both locally and internationally (3 times Gazella Company, two CSR rewards by Croatian chamber of commerce, membership in KIS club established by Europa Innova, etc.). Oikon operates under ISO 9001, ISO 14001 and OHSAS 18001 standards.

HOW IS THE REGION PLANNING TO INTEGRATE ITSELF INTO THE EU IN 2013? AND WHAT IMPACT WILL IT HAVE ON HOW BUSINESSES OPERATE WITHIN THE JURISDICTION?

“Croatia will become a new member of EU in 2o13 and to the most of companies it is a big unknown how will that affect their business. Certain percentage of private companies is actively working towards adaptation to the changes that they expect. Public companies have very poor understanding of what is to come and they feel fear of it. Business is hoping that the level of rights will increase when Croatia becomes part of EU and that the legal protection will increase.”

DALIBOR , WHY HAS CROATIA’S ECONOMIC PERFORMANCE DETERIORATED IN 2011?

“2011 was just continuation of the trends from 2010 and 2009. Since 2000 Croatian economy growth was stimulated though public infrastructural projects and consumption. Croatian industrial activity suffers continuous decline since the recent wartimes through the direct destruction of capacity and the loss of ex-Yugoslav markets. 2011 was particularly hard because: all focus and effort of the populist, but right wing government, was directed towards EU accession activities and protection of rights and benefits of the public sector without any willingness to share the cost of economic crisis with private sector; upcoming election activities that paralyzed economy; “witch” hunt against the corruption that paralyzed public procurement and corroded business relationships between and among the business sector; public and private sector refrained from investments.”

WHAT METHODS HAS CROATIA PUT IN PLACE TO IMPROVE THE COMPETITIVENESS OF ITS ECONOMY? AND THUS, COMBAT THE

“Maybe the most important “method” was the election of new coalition government with absolute majority in the recent elections. Further to that there is a lot of talk about reestablishment of the old “markets” in Russia and countries of non-allied movement where Croatian companies have traditionally good profile and standing.”

Company: Infokorp d.o.o.

Name: Danko Sučević Email: danko@infokorp.hr Web: www.infokorp.hr Address: Savska cesta 64/III, 10000 Zagreb, Croatia Telephone: +385 1 2221 200

Company: Oikon Ltd. Name: Dalibor Hatić Email: dhatic@oikon.hr Web: www.oikon.hr Address: Trg Senjskih uskoka 1-2, 10000 Zagreb, Croatia Telephone: +385 91 236 3280

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing Business in Romania

DOING BUSINESS — in Romania After two years of recession and cutbacks it was welcome news at the end of last year that the Romania’s economy grew by 4.4% year-on-year in the third quarter of 2011.

Obviously Romania is not out of the woods but the recent economic turmoil has had a positive impact on business practice with many firms cutting costs, becoming increasing efficient and creating growth.

As a result Romanian companies are becoming increasingly competitive in Europe. The outlook for small and medium sized enterprises is looking positive for 2012 with 85% of the Romanian managers believing SMEs are the engine of Romanian economy.

Compared to other EU members Romania is getting a better than average return for every euro spent on employment, indicating that the cost of the workforce relative to its output could be a competitive advantage for the country. Combining the benefits of the low cost workforce with efficient business practices is a key success factor driving many businesses towards success. More and more businesses are also cashing in on technology in order to advance and this has helped Romania stay competitive throughout Europe and has makes the region an attractive place for investment in 2012. Acquisition International speaks to the experts…

Mihail Stan is Head of Methodology & Shareholding in the Accounting & Reporting Department of UniCredit Tiriac Bank. He commented: “The main factors which have contributed to Romania’s growing economy were agriculture (+22.1%yoy, 2.3 pp contribution to annual growth), industry (5.9%yoy, 1.5 pp contribution) and construction (6.9% yoy, 0.5 pp contribution) on the supply side and consumption (up 3.1%yoy due to good crops – households own 53% of total farm land) and investment (+11.4%yoy) on the demand side. Adjusted for bumper crops, the economy grew 1.7% - 1.8% in 2011.

After recession struck Romania in 2009, a strong adjustment in unit labour costs improved the competitiveness of manufacturing branches, explaining the good export performance. Romania is now a strong supplier of intermediate goods for European industries (especially the German one), small-size plants adapting rapidly to the requirements of external partners. Romania supplies energy goods, food and machinery to non-EU countries, where exports grew 28.7% yoy in the first 11 months of 2011.

“The technological investments done by automotive and IT&C companies operating in Romania have decisively contributed to the increase of their revenues from exports, translated further in the reduction of commercial trade deficit by 11.7% in the period Jan – Nov 2011 compared to the same period of 2010 according to the NBR reports (nota bene: NBR – National Bank of Romania). This proves that investment in Romania can be profitable, fact outline by the decision of international companies as DeLonghi and Bosch to open new production facilities in 2012.

ACQUISITION INTERNATIONAL

Ioana Hategan is Managing Partner of Hategan Law Firm. A boutique firm that has been active on the Romanian market for eight years, she comments: “Romania is not necessarily competitive due to its technological advancements, although there are international companies that use their subsidiaries in Romania intensively for R&D. Romania is a country that attracts investors because of its potential in the exploitation of natural resources, because of the agricultural potential and the significant potential in terms of investments needs in the infrastructure.

“Romania is part of the European Union and very much linked also economically to the European Market. The most important international banks that are know suffering in different parts of Europe are represented in Romania, so their national branches are affected accordingly.

On the other hand, Romania is not yet part of the Euro-Zone, so this may prove an advantage at this point in time. And the structural reforms that were taken in the year 2010 helped rebalancing the national macroeconomic situation. The most alarming effect of the euro-zone crisis is in my view the drastic decrease of foreign investments throughout the past 3 years, and this effect is strongly felt also by the law firms that work intensively on international clients in Romania.”

Gabriel Sidere is Managing Partner of CMS Cameron McKenna in Romania. Established in 1999 the law firm is now one of the largest international law firms in Romania. Gabriel commented: “One challenge close to my heart as a dispute resolution specialist is ensuring efficient and functioning dispute resolution machinery. This is paramount - Romania has been an attractive option for investors for some years now, and membership to the EU in 2007 has deepened its trade and capital market integration.

However, in order to sustain and promote investment, it is imperative for Romania to have systems in place which create a business environment conducive to corporations seeking to invest and protect investors.

A fully functioning securities-specific arbitration chamber is crucial in order to encourage investment and protect investors. Such a dispute resolution body is a guarantee to investors that their rights will be protected by a highly-specialised authority and that they will be allowed a fair, equitable and knowledgeable trial.

Moreover a fully functioning specialised chamber will educate the market and set standards. Having a consistent and stable practice is a benefit not only for investors but all those involved in the field - brokers, market players and regulating bodies – in that

benchmarks are established as to how certain actions are dealt with. While some steps in the right direction have already been taken, there is still much progress to be made in order to develop existing functions and establish an effective functioning securities-related arbitration chamber in Romania. The existing theoretical body does not by any means provide the institutional umbrella necessary to bring discipline to the market.”

Company: UniCredit Tiriac Bank Name: Mihail Stan, FCCA Email: mihail.stan@unicredit.ro Web: www.unicredittiriac.ro Address: 15, Charles de Gaulles Square, Floor 3, RO-011857, Bucharest-1 Romania Telephone: +40 21 201 8492

Company: Hategan Law Firm Name: Ioana Hategan Email: ioana.hategan@hategan.ro Web: www.hategan.ro Address: 11 Ady Endre street, Timisoara, Romania Telephone: +40.256.430454

Company: CMS Cameron McKenna Name: Gabriel Sidere Email: gabriel.sidere@cms-cmck.com Web: www.cms-cmck.com Telephone: +40 21 407 3800

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SECTOR SPOTLIGHT:

Doing Business in Romania

DOING BUSINESS — in Romania

Acquisition International speaks to Enrique Centelles Echeverria, Chairman and Founder of the GED Group about doing business in Romania.

Bucharest / Romania

“Set up in 1996 GED is one of the leading midmarket Private Equity firms operating in South West and South Eastern Europe. With a diversified investment strategy, the firm currently manages around Euro 350M, through 4 different funds. Since inception GED has invested in 45 companies plus 17 add-ons, and has divested 17 companies including Artic, Sicomed and Continental. The current portfolio of GED is made up of 28 companies.

As one of the first private equity firms to establish itself in the Romanian market, GED has a respected track record and good reputation amongst the local community. Additionally, GED has 15 years experience investing growth capital in developing economies, and a senior multicultural team which is complimented by an extensive network across industries.”

WHAT ARE THE PRIMARIES CHALLENGES FACING CLIENTS IN YOUR JURISDICTION TODAY? HOW HAVE YOU ADAPTED YOUR SERVICES TO MEET THESE NEEDS?

“The most important impediment to growth is the lack of bank finance. In Romania, although the banks claim to be lending, it is mainly to public institutions, other banks, or blue chip clients. Although the informal economy (black market) has been reduced in the last few years, in some sectors it is still difficult for private equity players to compete.”

WHAT FACTORS HAVE CONTRIBUTED TO ROMANIA’S’ ECONOMY GROWING BY 4.4% YEARON-YEAR IN THE THIRD QUARTER OF 2011?

harvest as well as a good year for automotive exports.

The EBRD is now projecting less than 0.5% growth for 2012 due to the economy’s reliance on western Europe markets –many of which are in recession. At GED we do not consider the 10% or so labour cost advantage which still exists to be a major driver of economic growth. Further improvement of business practice is the cornerstone to a comeback of strong growth.”

HOW HAVE ROMANIAN COMPANIES BECOME INCREASINGLY COMPETITIVE IN EUROPE? AND HOW WILL THEIR IMPROVED EFFICIENCY MAINTAIN A COMPETITIVE EDGE THROUGHOUT 2012?

“ Those companies which are owned by multinationals have shown very good productivity growth and are now favourably compared with the likes of UK. and Germany. The greater incidence of a grey/ black market in Romania, compared to other larger European economies, makes it somewhat difficult to interpret published statistics on productivity and service industry productivity.”

WHICH DEVELOPING INDUSTRIES AND SME’ HAVE DEMONSTRATED THE MOST GROWTH OVER THE LAST 12 MONTHS AND HOW HAVE THEY HELPED PLACE ROMANIA AT THE FOREFRONT OF EFFICIENT BUSINESS PRACTICES? “Health care, food retailing and renewable energy are areas in which private equity has been particularly interested.”

HOW HAS ROMANIA’S INVESTMENT IN TECHNOLOGICAL ADVANCEMENTS HELPED THE COUNTRY STAY COMPETITIVE THROUGHOUT EUROPE AND MADE THE REGION AN ATTRACTIVE PLACE FOR INVESTMENT IN 2012?

“So far it has helped rather little. The output of graduates from technical universities is high, and their education is relatively competitive, but the government could still do more to promote this asset.”

HAS ROMANIA SEEN ANY KNOCK-ON EFFECTS OF THE EURO-ZONE CRISIS, THE ON-GOING BANKING SQUEEZE AND LOAN REPAYMENTS THAT ARE DUE TO THE IMF DUE NEXT YEAR? “Yes, the reliance on Greek , Portuguese, and Austrian banks for a vast majority of Romanian banking has caused the freeze presently being felt.”

Company: GED Name: Enrique Centelles Echeverria Web: www.gedcapital.com Address: Strada Frumoasa 42 A Bucharest (Sector 1), Romania Telephone: +40 2130 50 100

“Growth last year was mainly due to an excellent

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ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing Business in Macedonia

DOING BUSINESS — in Macedonia

Aleksandar Pop Ristov is Executive Manager of InterWorks, an IT company located in Bitola, Macedonia. He talks to Acquisition International about business in Macedonia and how it has recovered well following the turbulent financial situation of the last few years.

Aleksandar Pop Ristov / Executive Manager

ALEKSANDAR, PLEASE TELL US A LITTLE BIT ABOUT YOUR BACKGROUND.

“This is my second private company that I have been a manager of in my 30 year long career. My professional background is electrical engineering but in last 30 years I’m all the time in the IT industry. In this period I experienced all the positions connected to software development working for a diversity of industries and clients.”

PLEASE PROVIDE A BRIEF HISTORY OF YOUR FIRM AND OUTLINE YOUR MAIN PRACTICE AREAS.

“InterWorks started eight years ago with five professionals. Today we are close to the number of 60, and we are looking forward to growing more very soon. InterWorks was founded as a private company with 100% Macedonian capital. It is a software development company, selling its products and services on the world most competitive markets USA (80%), EU and regionally (20%). This fact is something we are very proud of, since to grow in these markets, there is no doubt one has to be of highest quality.”

HOW DID THE ECONOMIC CRISIS AFFECT BUSINESS FOR INTERWORKS?

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“There were two big milestones which became very important points of our development process both happened 2009. That year we became ISO-certified on two standards, Quality and Environment Care and we became TIBCO certified partner. That year was also the explosion of the World economic crisis which affected our company as well. In the middle of the crisis we managed to keep all the staff together and unchanged. Even more, we managed to sustain the salaries of the employees. I’m especially proud of that moment since we showed another, social component of our corporate culture, showing in practice that our staff are critically important and the most valuable part of the company. A kind of pay back for our hard work was last year’s reward for InterWorks which was listed in the top 100 most successful Macedonian companies.”

TELL US ABOUT MACEDONIA’S DOMESTIC ECONOMY GROWING BY 3.3% IN 2011?

“Real GDP increased by 1.8% in 2010 following the moderate drop by 0.9% in 2009. In 2011 domestic investment consumption and increased production of new industrial capacities, in conditions of gradual recovery of export demand and favorable trends in prices of metals on the global markets, contributed for continuation of the trend of economic recovery.

Thus, the first three quarters of 2011 were characterized with average GDP real growth of 4.1%, i.e. growth rate of 5.3% in the first, 5% in the second and 2.3% for the third quarter driven mainly by investments and private consumption. Analyzed from the expenditure side of GDP, in the first three quarters of 2011, final consumption increased by 4.2% in real terms. Thereby, growth was to a great extent driven by the gross investment, increasing by 24.7%.

Growth of the gross investment was concentrated in Q1 and Q3 when they increased by impressive 59.4%, i.e. 42.5% respectively, while in Q2 they declined by 7.9%. Personal consumption increased by 4.5% in real terms, while public consumption dropped by 4.7%. Export of goods and services increased by 16.2% in real terms; there was a certain slowdown of growth which in the Q3 of 2011 amounted to 3.4% (following the growth of 37.9% in Q1 and 13.9% in Q2). Such dynamics at export was also accompanied by the import of goods and services, which following the growth of 38.1% in Q1, increased by 7.3% in Q2, i.e. 12.3% in Q3, by which average growth rate amounted to 17.7%. According to the production side of GDP, highest increase of the activity in first three quarters of 2011 was seen in the construction

sector by 18.3%. High performance of budget capital expenditures had significant contribution to growth of the activity in the construction. During 2011, higher utilization of the capacities of business entities in the industry resulted in growth of industrial production, amounting to 9.4% in the first three quarters of 2011, being driven by manufacturing. As for the services sector, highest increase in the first half of 2011 was seen in the sector - trade, increasing by 8.2%.

Agriculture experienced growth of 4%.”

WHAT IS YOUR MESSAGE TO THE POTENTIAL INVESTORS IN MACEDONIA AND TO THE READERS OF OUR MAGAZINE?

“I can’t resist telling an anecdote I’ve heard on training for Leaders a couple of years ago and I would like to share it. There was once a famous shoemaker who had already conquered the entire World, except one country. He decided to send his best two salesmen over there. A couple of weeks later both returned back and embarrassingly admitted that they didn’t sell a single pair of shoes. The reason was – “people in this country walk barefoot.”

Three years later, there was still one flag on the World map missing. Since the shoemaker was a very persistent person, he decided to send another expedition with two new guys to the “barefoot” country. At the end of the first week, one of them called his boss asking him to immediately send two trucks full of shoes because they sold everything they carried along with them. “What is the reason? What happened?” the astonished shoemaker asked. “Boss,” one salesman said, “People in this country walk barefoot”. The moral of this story is that the business opportunity is a matter of individual perception and leadership instincts, so I encourage your readers to follow their instincts.”

Company: Interworks Bitola, Macedonia Name: Aleksandar Pop Ristov Email: interworks@interworks.com.mk Web: interworks.com.mk Address: Pitu Guli 59, 7000 Bitola, Macedonia Telephone: +38970269289

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SECTOR SPOTLIGHT:

Doing Business in Macedonia & Estonia

DOING BUSINESS — in Macedonia & Estonia

MENS LEGIS LAW FIRM is the First Law Firm in the Republic of Macedonia with proven success and experience record having provided in-depth services within the traditional areas of law as well as staying current with the changing Macedonian legal environment with focus on Foreign Direct Investments and M&A. Acquisition International speaks to Jana Nikodinovska, Junior Partner at MENS LEGIS LAW FIRM about the factors that have contributed to Macedonia’s domestic economy growing by 3.3% in 2011.

The capital investments of the Government of Republic of Macedonia in the domestic economy were at the highest level in 2011 implying increased economic activity in the construction sector and related industries.

“The Government’s focus was also infrastructure and energy sector. Reconstruction of Corridor 8 and Corridor 10 were on the top priorities of the Government for 2011 that would enable better connectivity of the country in the region and broader. A requirement to attract large international companies as partners in these sectors whenever based on public-private partnership or concessions, is providing quality, precise, reliable and transparent tender procedure and tender documentation.

Mining industry was also on the agenda of the Government in 2011 and this trend continues. Well recognised international players have shown interest in the mineral resources sector.

In order to develop this sector, the first requirement is to establish a consistent database of existing and potential mineral deposits and made it available and transparent to the interested investors in a simple way.

Certain measures can be designed to support local businesses’ competitiveness in providing services to foreign investors, in particular in the mining sector as this sector entails highly specialised services, enabling domestic companies to respond to the standards of big international investors, such way implying increase of employment and income, while reducing costs on the side of the investors.”

Attorneys at Law Borenius is one of the largest law firms on the Estonian legal market, established in 1998. We are a member of the Borenius Group, which consists of approximately 200 lawyers offering integrated high level legal services in four jurisdictions in the Fenno-Baltic area. Acquisition International speaks to Priit Pahapill partner and Attorneys at Law BORENIUS about doing business in Estonia.

“The office provides a full range of legal assistance based on local law as well as focusing on international transactions and contentious litigation.

The firm has gained wide-ranging expertise in counselling entrepreneurs operating in various activity areas including banking, financing, media and communications, IT.

“Borenius is a strong group of first tier law firms present in Finnish and Baltic legal markets. Each year we have advised numerous outstanding M&A and financing transactions and we therefore believe our advantage is a good track record, experienced team as well a good reputation among the local business community and excellent knowledge of the Estonian business environment.

HOW WILL THE PREDICTED DOWNTURN IN THE GLOBAL ECONOMY AND THE FINANCIAL TROUBLES IN EUROPE AFFECT EXPORT AND TRADE IN ESTONIA? HOW WILL THE GOVERNMENT AND BUSINESS OWNERS RECOVER AND PROTECT THE ECONOMY?

“Due to its skilled labour, relatively low labour costs as well as a favourable tax environment (no corporate income tax, relatively clear and simple regulative environment) Estonia has for a long time been a favoured place for Scandinavian investors seeking to expand their activities or moving their production to more effective environment.

“Politically stable environment, relatively effective control of public sector expenditures and the low debt burden of the state have all contributed to Estonia gaining further in international competitiveness during the otherwise turbulent times in the EU financial sector.

“In recent years more attention has been paid to rising in the value chain. By using Skype’s success story our IT sector has gained a good international reputation and during the past years numerous investments have been made to well established local IT companies, as well as to start ups.

Learning from our neighbours (Finland), who have very actively supported their start- up communities (e.g. by establishing government financed venture funds) also Estonian start- up communities are getting more international attention and the state is rather actively trying to support these movements by establishing similar venture capital initiatives (eg Estonian Development Fund).”

Name: Priit Pahapill Email: priit.pahapill@ borenius.ee

MENS LEGIS LAW FIRM

Company: MENS LEGIS Law Firm Name: Jana Nikodinovska Email: mlegis@t-home.mk Web: www.menslegis.com.mk Address: St.Kliment Ohridski No.54-3/2, 1000 Skopje, Macedonia Telephone: +389 2 3126462

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Company: Attorneys at Law Borenius Web: www.borenius.ee Telephone: +3726651888

Name: Peeter Kutman Email: peeter.kutman@ borenius.ee

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT: Doing Business in Serbia

DOING BUSINESS — in Serbia

Compared with the majority of Eastern Europe Serbia is expected to make the biggest improvements to the business environment. PricewaterhouseCoopers ranked Serbia as the 3rd most attractive manufacturing and 7th most attractive services FDI destination among emerging economies.

The latest European Union Scoreboard report shows Serbia as the country with the highest growth in public R&D expenditures in 2011, Serbia increased budgetary R&D expenditures by 22% in the last five years which is more than all other countries in Europe. Serbia’s labour force combines exceptional working efficiency with sizable labour supply. With a unique combination of high-quality and low costs, it is one of the key factors in reaching a strong business performance. Acquisition International speaks to the expert…

Stefan Dobrić is an attorney at law at Janković, Popović & Mitić law firm from Belgrade, where he work a as a senior lawyer in the corporate department. He is a member of the Belgrade Bar Association and his key qualifications are Corporate Law and M&A, Energy and Commercial Law (with narrow specialization in Travel and Tourism Law and Law on Games of Chance). Stefan comments on what factors have contributed to Serbia being ranked 3rd most attractive manufacturing and 7th most attractive services FDI destination among emerging economies.

“Serbia being ranked so high among emerging economies is strongly associated with several factors which can also be highlighted as the main economical determinants of the country. The high level of employees’ professional education and skills coupled with relatively low salaries could be perceived as one of the main reasons for the business attractiveness of Serbia. Other factors include the fairly positive micro economic situation, geographical proximity of the EU and the existing economical treaties, all of which have contributed to Serbia’s level of “economical desirability. One of Serbia’s great advantages over other emerging countries lies in human resources.

With 27,000 university and 2 – year college graduates and 75,000 high school graduates per year, Serbia offers extensive availability of highly qualified staff with strong command of the English language.

Labor costs in Serbia are comparable to those in the countries of Southeast Europe; compared with Eastern European countries that are members of the EU, labor costs are 50% lower. The number of college graduates is growing by more than 15% annually and Serbia proportionally has the largest number of people with a fair knowledge of spoken English in Eastern Europe. On the other hand, tax incentives, such as a 10 – year corporate profit tax holiday for investments of over 8 million EUR which employ at

ACQUISITION INTERNATIONAL

least 100 workers, corporate profit tax reduction up to 80% of annual investment in fixed assets and a 5 – year corporate profit tax holiday for concessions, are also factors contributing to the attractiveness.

Regarding commercial treaties advantages, Serbia can serve as a base for duty – free exports to markets totaling 1 billion people, including: EU (preferential trade regime), U.S.A. (Generalized System of Preferences), Russia (Free Trade Agreement), Southeast Europe (CEFTA), Belarus (Free Trade Agreement) etc.

Furthermore, large investments have been made in Serbia in the recent past and such a tendency should be continued, regardless from significant decrease which was inevitable. According to OECD data, Serbia boasted the biggest Greenfield projects in South East Europe for three consecutive years (Ball packaging in 2004, Metro Cash & Carry in 2005 and Airport city in 2006).

Moreover, Belgrade, as the capital city, has been acclaimed the City of the Future for Southern Europe 2007 by the FDI Magazine, regarding economic potential, cost effectiveness, human resources, IT and telecommunications, transport, quality of life, and FDI promotion as selection criteria.”

Gakovic ltd is an accounting and consulting company established in 2004, which has established a broad client base (with over 100 satisfied clients) and have participated in several large projects. Darko Gakovic is partner of the firm, he comments on what is Serbia currently doing to improve its business environment in 2012: “The new Strategy for regulatory reforms 2011-2014 is a prerequisite for the continuation of reforms and completion of processes that are currently underway, and a clear indicator that the Government of the Republic of Serbia is working to improve the business environment. While the new Strategy was being worked on, it was concluded that a whole set of innovative measures would be needed, some of which required the existing legal framework to the changed.

“The new Strategy places a special focus on small and medium companies that are affected more deeply by the inadequate legislation. An impact analysis for small and medium companies will be instituted in accordance with the recommendations of the European Commission in order to avoid burdening this sector with additional unjustified obligations,

because this sector is already sustaining the huge load imposed by the economic crisis. To track the success of implementing this new Strategy, the administrative costs incurred by the economy will be measured in regular intervals. Furthermore, the most important legislation will be followed up by a timely ex post effect analysis.”

CAN YOU EXPLAIN WHY STRONG FOREIGN INVESTMENT AND THE CONTINUED RESTRUCTURING OF THE SERBIAN ECONOMY ARE SO IMPORTANT TO THE REGION? “Foreign investments are one of the key factors necessary to jump-start Serbia’s productivity as well as to increase the employment rate. The inflow of foreign investments also affects the dinar exchange rate which has a bearing on the stability of Serbian economy. Additionally, FDI have an impact on the former state-owned companies, and raising the company efficiency levels indirectly adds to the efficiency of the entire economy.”

Company: Janković, Popović & Mitić law firm Name: Stefan Dobrić Email: stefan.dobric@jpm.rs Web: www.jpm.rs Address: Vladimira Popovica 6, Belgrade Telephone: +381112076850

Company: “GAKOVIC” d.o.o.

Name: Darko Gakovic Email: darko.gakovic@gakovicdoo.com Web: www.gakovicdoo.com Address: Gorana Kovacica 10/3, 11080 Belgrade,Serbia Telephone: +381 11 316 86 83

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SECTOR SPOTLIGHT:

Doing Business in Bulgaria

DOING BUSINESS — in Bulgaria

Founded in Sofia in 1996, Arsov Natchev Ganeva (ANG) is a leading Bulgarian law firm. Helping local and foreign companies to fulfil their investment projects in Bulgaria has been our focus since the very establishment of the firm.

Acquisition International speaks to Dessislava Lukarova, Attorney-at-law, Senior Associate in Arsov Natchev Ganeva Law Firm about doing business in Bulgaria.

“Over the last decade, Arsov Natchev Ganeva has developed one of the leading business law practices in Bulgaria, covering all areas of the business law.

We advise and assist clients in business operations such as mergers and acquisitions, corporate reorganizations, bankruptcy proceedings, financial agreements and commercial contracts.

We further provide a full spectrum of legal services to major businesses in the field of energy, power and utilities, real estate, telecommunications, public procurement and privatization. The firm often serves renewable and alternative energy industry clients.

ANG has extensive experience in PPP, infrastructure and natural resource projects, with special emphasis on water and transport. Our PPI / PPP project and concession expertise was further strengthened with the firm active involvement into several of the biggest concession and infrastructural projects in Bulgaria, including: the Sofia waters concession and the Concession of Varna and Bourgas international Airports.

ANG enjoys the reputation of being among the few leading business law firms with strong litigation focus and outstanding litigation capacity. Our litigation practice includes clients’ representation in court, domestic and international ADR proceedings.

ANG has an impressive list of international clients which includes major financial institutions, including lenders and investment funds, multinational corporations, leading international law firms and high net worth individuals. We maintain a broad network of working relationships with reputable law firms from Europe and North America.

ANG assists the Bulgarian government and a number of state authorities in the course of harmonization of the Bulgarian legislation with the European Union law, as well as consults domestic and foreign clients on the effects of the EU law on their commercial activities.

“Arsov Natchev Ganeva is never satisfied with the status quo and we constantly strive to become a better, stronger company. Our mission is to consistently deliver service at the highest levels of quality and

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reliability and to exceed the expectations of clients.

We believe that the most successful strategy which ensures the delivery of the highest standards is to incorporate our values in the daily work.”

The business regulation in Bulgaria has undergone serious reforms aiming at enhancing its efficiency and transparency.

However, the investors still encounter challenges like: a sluggish government bureaucracy; poor infrastructure; corruption; frequent changes in the legal framework; and pre-determined public tenders.

In addition, a weak judicial system limits investor confidence in the courts’ ability to enforce ownership and shareholders rights, contracts, and intellectual property rights.

We render legal advises to our clients with a deep understanding of their business, objectives and respective political and economic context. We do our best to protect their interests by all legal means available. The integrity between high level of personal input in our relationship with the clients and the proactive position to lobby for their legitimate business interests and improvement of the legal and business environment in Bulgaria helps our clients in overcoming the negatives of the Bulgarian business environment.”

WHAT ARE YOUR PREDICTIONS REGARDING BULGARIA OVER THE NEXT 12 MONTHS?

“Sound economic performance and political stability have enabled Bulgaria to attract leading foreign investors. Gradual convergence with the EU common market, fiscal prudence and a national currency pegged to the Euro, have provided stability and incentives for increased trade and investment.

After several years of solid growth, the global financial crunch is being felt in Bulgaria through decreasing levels of foreign direct investment and a lowered international credit rating.

It is highly expected that as long as the Eurozone faces recession, the country is likely to achieve modest economic growth in 2012.

The domestic specifications expected to influence the 2012 business environment can be associated with processes of intensive ownership reorganization such as sale of assets of existing or already bankrupted businesses.

The overindebtedness of the local companies and the contemplated simplifications in the insolvency and bankruptcy regulation will most likely result in serious reduction in the number of locally based undertakings.

The amateur entrepreneurs will step aside for professional market players from abroad.

In the meantime, foreign investors having encountered the incapabilities of their countries to ensure stable business growth can be attracted by the Bulgarian strategically situated market, with underpriced real estate and industrial assets, poor competition, low tax rates, highly skilled, multilingual work force and investors friendly environment.”

Company: Arsov Natchev Ganeva, Law firm Name: Dessislava Lukarova Email: lukarova@anglaw.com Web: www.anglaw.com Address: 36 Shipka Str., fl. 3, 1504 Sofia, Bulgaria Telephone: +359 2 943 40 66

ACQUISITION INTERNATIONAL

SECTOR SPOTLIGHT:

Doing Business in Bosnia and Herzegovina

DOING BUSINESS

— in Bosnia and Herzegovina

After several years of strong economic growth, Bosnia and Herzegovina’s economic performance has deteriorated, in part due to the global economic slowdown.

The economic crisis in Europe could see economic growth in Bosnia slide from a previously predicted 3.0% to 0.7% in 2012 according to the international monetary fund.

deteriorated due to Large and useless administration (state constitution has to be revised-modified), Political parties self interests, Corruption, Weak government, judgement, police, etc.

The delayed formation of a central government for more than a year has hindered European integration, stopping the flow of EU funds and has led to a collapse in foreign investment. Political instability has impacted on economic policymaking and the drafting of the budget for 2012 and a fiscal framework for 2012-14 has suffered. Improving the business environment needs to be at the top of policy makers agendas. Acquisition International speaks to the experts.

In response to the above, Bosnia and Herzegovina have established a new government after last election, which is hoped to resolve the current issues and improve the business environment.

CET Energy has been established in June 2009 in Sarajevo. Armin Selimic is founder of CET Energy Ltd, he comments: “Our main practice areas are: Consulting, Engineering and design, Testing Commissioning, in electric energy industry.

We are also specialized in protection, control and automation of electrical switchgears and SCADA systems. Our engineers are familiar with products of SIEMENS, ABB, AREVA and other world brand name manufacturers.

“My 17 years experience in Bosnia and Herzegovina and abroad coupled with our engineers being certified in different kind of equipment, software and communication protocols is our main advantage over our competitors.

After several years of strong economic growth, why has Bosnia and Herzegovina’s economic performance

ACQUISITION INTERNATIONAL

Law Firm “Sajic“ was found by lawyers Stojanka Sajic and Aleksandar Sajic in 2003. It originates from the joint Law Office of Stojanka Sajic and Aleksandar Sajic, which was established in 2000 as continuation of attorney practice that Stojanka Sajic started in 1989 in her independent Law Office. Aleksandar Sajic is Managing Partner of Law firm SAJIĆ o.d.

Banja Luka, Bosnia and Herzegovina.

“In this moment we have 22 employees: seven lawyers, one expert associate, ten apprentices and four administrative employees.

Our main practice areas are: commercial disputes, M&A, corporate law, labour law, banking &finance, insurance law, real estate, foreign investments, etc We are the biggest local law firm. Strategy of our business activities is directed toward constant improvement and development of services, cooperation and preservation of good business relations with clients and hiring of young highquality cadre. Good business relations with clients are based on permanent communication, knowledge and long-standing practice in performing attorney

tasks. All our employees are focused on achieving and maintaining high quality provision of attorney services.”

AFTER SEVERAL YEARS OF STRONG ECONOMIC GROWTH, WHY HAS BOSNIA AND HERZEGOVINA’S ECONOMIC PERFORMANCE DETERIORATED? “The main reason is economic crisis in the European countries which were the biggest foreign investors in Bosnia and Herzegovina.”

CAN YOU PLEASE DEFINE THE KEY STRENGTHS AND WEAKNESS OF THE REGION ENTERING 2012?

“The key weakness are uncompetitive industry, corruption and political instability.The key advantages are cheap but educated and skilled workers, energy sources and predicted increase in the tourism.”

HOW WILL THE PREDICTED 2012 SLOW DOWN AFFECT DEAL FLOW AND DEMAND FOR YOUR SERVICES? AND HOW DO YOU INTEND TO ADAPT YOUR SERVICES / TARGET MARKETS? “For the last couple years we have significant increase of new clinets mostly in commercial litigation area.

We expect more foreign investors, especially in energy and mining sector, so we are planning to develop that areas of our services.”

Continued on next page..

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SECTOR SPOTLIGHT:

Doing Business in Bosnia and Herzegovina

Amila Eterović, attorney at Law and senior partner and owner of the LAW OFFICE ETEROVIĆ, she comments on the history of the firm: “For decades now we have been offering successful legal services to our clients which make us an Office worth of being chosen for a partner.

We are neither the biggest nor the oldest but we are proud and privileged to represent some of the most important companies on the territory of Bosnia and Herzegovina offering them all legal services they need in their businesses. Our goal is to maintain maximal expert knowledge and information in order to permanently realise the best results for our clients.”

Amila Eterović comments on the deteriorating performance in the region: “In our opinion, the main reason for the slowdown of economic growth is the lack of foreign investment and job creation.

“At the end of the nineties, foreign investments in Bosnia and Herzegovina were at their highest peak.

We directly point the reasons of slow development out to the official statement that there was only one agreement on foreign investment in Bosnia and Herzegovina in the last year. Of course, the fact that Bosnia and Herzegovina, to this day, has not fulfilled many of the points that were imposed for membership in the European Union does not help to this slowdown.”

HOW WILL THE PREDICTED 2012 SLOW DOWN AFFECT DEAL FLOW AND DEMAND FOR YOUR SERVICES? “Since the beginning of the crisis until today, this office, due to lack of projects and investments, had turned to the quantity of clients, life cases and projects. Thus, this office now has over 7,000 clients, with over 1,000 life cases, mediation and arbitration in progress.

Our goal for 2012 is to retain existing projects and to finally turn to business sphere providing legal services in the sphere of high and low construction, exploitation of natural resources, tourism and every other high value foreign investment” For many years, Karanovic & Nikolic has been positioned as one of the leading corporate law firms in Serbia with a strong and long standing client base.

In Bosnia & Herzegovina, apart from the Banja Luka office of Mr. Stevan Dimitrijevic where assistance is provided by four local associates, Nihad Sijercic and his team are based in the Sarajevo office. Today with offices in B&H, Macedonia, Montenegro and Serbia the firm offers unrivalled regional and sector specific coverage to investors.Their comment on the key strengths and weakness of the region entering 2012:.

Stevan Dimitrijevic is Attorney at Law in cooperation with Karanovic & Nikolic, Partner Nihad Sijercic, Attorney at Law in cooperation with Karanovic & Nikolic, Senior Associate. They collectively comment on the key strengths and weakness of the region entering 2012.

“Some of the key strengths of B&H would be: relatively stable microeconomic climate (characterized by sustained stable currency and low inflation); stable

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banking sector; geographical position (we are close to the EU and Mediterranean market); excellent natural resources and a significant amount of unused resources; well-positioned basic transport and energy network; employment legislation that is in accordance with gender equality and other ILO standards, etc. B&H has excellent resources for using the wind power and that is one of its chances to attract foreign investments, generate jobs and increase GDP. Its hydropower potentials are among the leading ones in Europe. Certainly, the political and legal instability represent some of the main disadvantages of B&H entering 2012. Some of the weaknesses are also relatively high level of public spending and slow acceptance of the EU standards.

When it comes to unemployment, official ratings are approximately 40%, but “unofficial” that include the large gray economy are approx. 18%-22%. We have a lot of educated young people waiting for job opportunities and it is necessary to exploit their potential. Country’s most immediate task remains economic revitalization. We need meaningful progress in structural reforms to strengthen the basis for sustained, private sector-led growth.

WHAT IS BOSNIA AND HERZEGOVINA CURRENTLY DOING TO IMPROVE THE BUSINESS ENVIRONMENT? HOW DOES THE COUNTRY INTEND TO RESTORE GROWTH TO THE REGION?

Company: CET Energy Ltd. Name: Armin Selimic Email: armin.selimic@cet-energy.com Web: www.cet-energy.com Address: Trg Barcelone 2, 71000 Sarajevo, Bosnia and Herzegovina Telephone: +387 61173 233

Company: Law Firm SAJIC Name: Aleksandar Sajic Email: aleksandar@afsajic.com Web: www.advokatskafirmasajic.com Address: Knezopoljska 10, 78000 Banja Luka, Bosnia and Herzegovina Telephone: + 387 65 530 541

BiH’s top economic priorities are: acceleration of EU integration, strengthening the fiscal system, public administration reform, World Trade Organization (WTO) membership and securing economic growth by fostering a dynamic, competitive private sector.

“In 2009, B&H undertook an International Monetary Fund (IMF) standby arrangement, necessitated by sharply increased social spending and a fiscal crisis precipitated by the global economic downturn.

The program aims to reduce recurrent government spending and to strengthen revenue collection.

In order to improve the business climate, private sector growth, especially small and medium enterprises (SMEs) and foreign direct investment (FDI) acceleration are needed to spur increased economic growth and job creation. Creating a single economic space will be key to attracting increased foreign investment.

HOW WILL THE PREDICTED 2012 SLOW DOWN AFFECT DEAL FLOW AND DEMAND FOR YOUR SERVICES? AND HOW DO YOU INTEND TO ADAPT YOUR SERVICES / TARGET MARKETS? “Even in time of crisis there is still a demand for our services, even more in areas such as mergers and acquisitions, liquidation procedures, disputes; in financing companies, restructuring, etc.”

Company: LAW OFFICE ETEROVIĆ Name: Amila Eterović Email: info@aketerovic.com Web: www.aketerovic.com Address: Ul. Branilaca Sarajeva br. 10/III Telephone: + 387 33 /215-430

Name: Stevan Dimitrijevic Email: stevan.dimitrijevic@ karanovic-nikolic.com Telephone: +387 51 250 001 Name: Nihad Sijercic Email: knbosnia@ karanovic-nikolic.com Telephone: +387 51 250 001

Company: Karanovic & Nikolic Web: www. karanovic-nikolic.com Address: Gunduliceva 4, 78000 Banja Luka, Trg djece Sarajeva 1, 71000 Sarajevo

ACQUISITION INTERNATIONAL

DEAL DIARY: Deal Index

DEAL DIARY — Deal Index 64

3I’S INVESTMENT OF $16 MILLION IN SINHPL

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MARSHALL MOTOR GROUP ACQUISITION OF F CROSS & SON LTD.

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PHOTOMEDEX INC/ RADIANCY INC MERGER

64

ACIBADEM DISPOSAL

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CM TELECOM ACQUISITION OF MOBILEWEB NV

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GARDNER DENVER INC. ACQUISITION OF ROBUSCHI SPA

64

ACTOM ACQUISITION OF SAVCIO

72

NEW WAVE GROUP AB ACQUISITION OF PARIS GLOVE OF CANADA LTD.

80

€12M EQUITY INVESTMENT FOR SIRA GROUP SPA

65

WATERLAND ACQUISITION OF ACTUERA

73

PETROFAC ACQUIRES KW LIMITED

81

K+S AKTIENGESELLSCHAFT ACQUISITION OF SOLNÉ MLÝNY A.S (SMO)

65

A-MEA INFORMATIK AG ACQUIRED

73

MARWYN EUROPEAN TRANSPORT ACQUISITION OF PUBLICEXPRESS

81

DEUTSCHE BETEILIGUNGS AG ACQUISITION OF SPHEROS GMBH

65

AMPLITUDE RAISES 30M IN A TRANSACTION STRUCTURED BY CATHAY CAPITAL

73

SCHUBERT GROUP ACQUIRED

81

DUTCH VC PRIME VENTURES HAS INVESTED €13M IN TAKEAWAY.COM

66

METLIFE BAGS EASTERN EUROPE AVIVA

74

NANOHALE AG ACQUIRES R&D AND SERVICE UNITS OF SCIL TECHNOLOGY GMBH

82

STIRLING SQUARE CAPITAL PARTNERS ACQUISITION OF VISCOLUBE SPA

66

A&A GROUP COMPLETES MBO

74

£16.3M INVESTED IN THE ARENA GROUP

82

EADS ACQUISITION OF VIZADA

66

DUROBOR AND SOBODEC MERGER

74

68 GROCERY STORES IN FINLAND ACQUIRED

67

DYNACO ACQUIRED

75

TESEQ HOLDING AG ACQUIRES MILMEGA

67

RUSSIA’S MICEX-RTS STOCK EXCHANGE STAKES ACQUIRED

75

AURELIUS GROUP ACQUISITION OF THALES INFORMATION SYSTEMS S.A.U.

67

CRÉDIT AGRICOLE PRIVATE EQUITY AND EDITH LETOURNEL ACQUISITION OF E-FRONTECH

75

TRISTAR WORLDWIDE CHAUFFEUR SERVICES ACQUISITION OF M7 WORLDWIDE TRANSPORTATION

68

AFRICAN IRON LIMITED TAKEOVER BID IMPLEMENTATION AGREEMENT

76

KBC SELLS WARTA TO GERMANY’S TALANX FOR 770 MILLION

68

ACQUISITION OF MYLNER

76

ROODEPOORT AND BANKFONTEIN ACQUIRED

68

FUSION BPO SERVICES ACQUISITION OF O’CURRANCE INC.

76

FUSION BPO SERVICES ACQUISITION OF O’CURRANCE INC.

69

GABBRO PRECISION ACQUISITION OF MIDLAND PRECISION FOR £10M

77

READSOFT ACQUISITION OF FOXRAY

69

GETRONICS ACTIVITIES ACQUIRED

77

GRAHAM WHITE MANUFACTURING COMPANY ACQUIRED

69

GODFREYS EQUITY SWAP

77

AMPLITUDE RAISES 30 M IN A TRANSACTION LED BY CATHAY CAPITAL

70

BAVARIA INDUSTRIEKAPITAL ACQUISITION OF FRENCH GRISET SAS

78

NOVELIS INC ACQUISITION OF OUTSTANDING MINORITY INTEREST IN ITS KOREAN SUBSIDIARY

70

GOLF CAPITAL ACQUISITION OF A 82.7% STAKE IN SAKR ENERGY SOLUTIONS FZCO

78

MAC STATION TECHNOLOGIES INC SHARES ACQUIRED

70

AUTOLOGIC DIAGNOSTIC LIMITED £46 MILLION MANAGEMENT BUY-OUT

78

CSL DUALCOM £32 MILLION MANAGEMENT BUY OUT

71

DNV ACQUISITION OF KEMA

79

CORE MEDIA GROUP ACQUISITION OF MEDIAWORKS

71

PERTEMPS LIMITED AND NETWORK GROUP MBO

79

DIAGEO ACQUISITION OF META ABO BREWERY SHARE COMPANY

71

BACTEST LTD £900K FUNDING ROUND

79

REPLIGEN CORPORATION ACQUISITION OF NOVOZYMES BIOPHARMA SWEDEN AB

ACQUISITION INTERNATIONAL

March 2012 /

63

DEAL DIARY:

Transactions from Around the World 3I’S INVESTMENT OF $16 MILLION IN SIBHPL Private equity major 3i India is investing around $61 million (Rs.306 crores) for a minority stake in SIBHPL, a portfolio of BOT (build, operate and transfer) road projects of Supreme Infrastructure India Ltd (SIIL), a mid-size EPC contractor. The investment has been done through 3i’s $1.2 billion India Infrastructure Fund.

Founded by Bhawanishankar H. Sharma in 1983, Supreme Infrastructure (formerly Supreme Asphalts) undertakes engineering works with most of the government departments, public and private sector organisations.

The firm has developed over 400 km of highways and currently has an order book of Rs.5700 crores, of which the unexecuted order book stands at Rs.3750 crores.

Rajani Associates assisted Supreme Infrastructure India Limited on the deal. The team for this transaction was led by our Managing Partner, Prem Rajani (pictured) and Associate Partner (Projects), Shisham Priyadarshini (pictured). Prem Rajani commented: “We have a long standing relationship with Supreme Infra and we have in the past on a continuous basis assisted them with some of their major projects.”

As the Transaction consisted of individual projects (each project besides the concession agreement has equity, loan and project documents), the main challenge was to streamline the expectations of all the parties with the limitations and requirements of each individual project. The objective was to ensure that the Transaction, besides being feasible to all the parties involved, would be acceptable to the concerned authorities.

Deal contact: shisham@rajaniassociates.net

ACIBADEM DISPOSAL

ACTOM ACQUISITION OF SAVCIO

Abraaj Capital, a leading private equity manager investing in the rapidly growing economies of the Middle East, Turkey, Asia and Africa has announced the successful completion of its agreement to divest its entire 50% shareholding in Acibadem Saglik Yatirimlari Holding A.S. and affiliated companies (“Acibadem”) to Integrated Healthcare Holdings Sdn.Bhd (“Integrated Healthcare”) and Khazanah Nasional Bhd (“Khazanah”).

Savcio, the largest privately owned provider of maintenance and repair services for motors and transformers in Africa, has been sold to ACTOM, a company focused on manufacturing, distributing and contracting in the electrical engineering sector.

Under the terms of the agreement, Integrated Healthcare and Khazanah have acquired a combined 75% shareholding in Acibadem from Abraaj Capital and the Aydinlar family through a combination of cash payment and the exchange of newly issued Integrated Healthcare shares.

With the conclusion of this transaction, Abraaj Capital emerges as a shareholder in Integrated Healthcare which will become one of the largest private healthcare providers in the world, with a broad footprint of assets in Malaysia, Singapore, India, Turkey and an operating presence in China, Brunei, Abu Dhabi, Central and Eastern Europe.

Freshfields were international counsel to a major client of the firm, and Mr Mehmet Ali Aydinlar, a very highprofile entrepreneur and his family from Turkey on the sale. The Freshfields team was led by partner Pervez Akhtar (pictured) and senior associate Rob Cant. Mr Altitar commented: “We were delighted to have been chosen to lead the team on such a signifiacnt transaction, both for our clients and for private equity in the region. This was a truly international deal that made headlines across the globe.”

Over the past six years the shareholders have grown Savcio by refocusing on the core elements of the business, diversifying revenue streams, refinancing bank debt and maximising operational efficiencies.

Savcio and ACTOM are highly synergistic businesses: together they create a full service electrical-mechanical engineering business of considerable value which will manage assets from original procurement through to the lifespan of asset. The merger represents a tremendous natural fit between two South African champions with strong, complementary management teams and a common culture. As a consequence the current management team will remain in place.

Webber Wentzel acted as legal, tax and competition adviser to Savcio and its shareholders, including long-standing clients OMLACSA, Actis and Ethos Private Equity Fund IV. The team was led by John Bellew (pictured) (co-head of Private Equity), Mark Linington (tax) and Robert Wilson (competition). The merger was challenged and required hearings before the Competition Tribunal before obtaining final competition approval.

Herguner were Turkish counsel to the sellers led by corporate partner Ms. Senem Ismen, she commented: “The transaction was more challenging than an average acquisition due to the two-way share acquisition, since the consideration payable to Aydinlar and Abraaj for the Acibadem HoldCo shares was in the form of both cash and newly issued IHH shares.”

3I’S INVESTMENT OF $16 MILLION IN SIBHPL

HEALTHCARE HOLDINGS SDN.BHD ACQUISITION OF ACIBADEM SAGLIK YATIRIMLARI HOLDING A.S

ACTOM ACQUISITION OF SAVCIO

Financial Adviser to the Investor

Legal Adviser to the Purchaser

Debt Provider

RMB & NEDBANK Legal Advisers to the Purchaser Legal Adviser to the Vendor

Financial Adviser to the Purchaser Legal Advisers to the Debt Provider

Investment Banker to the Vendor

Legal Adviser to the Vendor

Tax Adviser

Financial Adviser to the Vendor

Risk,Insurance& Environmental Due Diligence Provider

Vendor Due Diligence Provider

Legal and Tax Adviser to the Vendor

Financial Adviser to the Vendor

Vendor Due Diligence Providers

Tax Adviser Tax Adviser

Commercial Due Diligence Provider

BURLINGTON

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ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from Around the World WATERLAND ACQUISITION OF ACTUERA

A-MEA INFORMATIK AG ACQUIRED

AMPLITUDE RAISES €30M IN A TRANSACTION STRUCTURED BY CATHAY CAPITAL

Main Capital Partners (Main Capital) in The Hague has sold its majority stake in Actuera, leading supplier of policy administration systems, to Waterland Private Equity Investments (Waterland).

Kraków-based IT Company Comarch has spent zł.7 million on purchasing Swiss A-Mea Informatik, despite the franc’s record-high value.

Amplitude, leading player in the ultra fast laser sector, has raised nearly €30 m in a financing structured by Cathay Capital Private Equity. Bringing together several co investors around the founding management team, the financing will give the group the necessary financial resources it needs to pursue its strong growth. Over the last ten years, the Amplitude group, created on the initiative of Gilles Riboulet and Eric Mottay, has emerged as a global leader in the design and manufacture of ultrafast lasers intended for a clientele of industrial companies (Amplitude Systems) and major research laboratories (Amplitude Technologies).

Go4Venture was sole financial adviser to the Company and its shareholders. Jean-Michel Deligny (pictured), Managing Director, Justin Stebbins, Director and Oliver Staves, Analyst. Jean Michel commented: “Go4Venture used its specialist expertise to run a thorough selection process.

“The Investors approached included venture as well as private equity funds, reflecting the mix of Amplitude’s activities: well-established, profitable business selling equipment for research and eye surgery applications; and a venture opportunity around high power laser sources used in proton-based cancer therapy. “The process generated close to ten detailed offer letters, which were narrowed down to three negotiated termsheets, which was the basis to decide on the investor syndicate. This resulted in outstanding terms for Amplitude’s shareholders, hence existing financial investors eventually deciding to exit their position entirely.” KBRC & Associés acted on behalf of the target companies, consisting of Amplitude Technologie, Amplitude Systèmes and Phase, the holding company, on the deal. Philippe Bédard led the team, he commented: “KBRC has accompanied Phase-Amplitude for ten years, actually from the beginning of this success story. “During this long term relationship it always has been a great pleasure to work with and for the extremely competent and friendly team: obviously Gilles Riboulet and Eric Mottay but also all the other founders and shareholders of Amplitude group, “the colleagues” as they call themselves.”

In recent years, Actuera, based in Capelle aan den IJssel (near Rotterdam) has developed into a market leader in the area of total software solutions for insurance companies, pension funds and pension providers in the Netherlands.

Since private equity fund Main Capital II invested in the management buy-out of Actuera in 2006, the company has shown strong growth. Currently a European expansion is scheduled, also prompted by the new European regime for Premium Pension Institutions (PPI). For Main Capital this divestment means a good contribution to the return for the fund participants.

Mike Hinchliffe, Regional Director for Merrill DataSite, supported Actuera in completion of this transaction through provision of a virtual data room (VDR).

As Merrill DataSite is accustomed to working with the advisors involved on this deal, the process was managed flawlessly from start to finish.

Used throughout the due diligence process, the online solution facilitated exchange and review of circa 15,000 pages of confidential information related to the divestment to expedite deal closure.

Merrill DataSite was introduced to the transaction through their strong relationship with KPMG in the Netherlands.

The Dutch mid-market is a key area of focus for the Merrill DataSite team and they have a very strong presence there.

A-Mea Informatik specializes in enterprise resource planning (ERP)-system implementation and financial and accounting programing.

“This is a big step in improving Comarch’s situation on the Swiss IT market,” Konrad Tarański, the firm’s vice president and financial director, told Puls Biznesu.

One hundred percent of A-Mea’s stocks are now controlled

by CASA Management and consulting, a company controlled

by Comarch. A-Mea’s clients include Victorinox and Wenger, a renowned company producing Swiss army knives and army accessories. The latter company will be provided with the Comarch ERP system. odlaw ltd acted as Swiss legal advisor to the client on the deal.Patrik Odermatt, partner and attorney at Law, Public Notary, M.A HSG in Law led the team, he commented: “We had to focus on getting the deal done in a timely short period, so I supported my client with a business-minded and solution oriented approach and with his profound legal knowledge.”

TEAG Advisors AG representing the buyer side, CASA Management and Consulting Sp on the deal, with Dr. Christian Eggenberger (pictured), Senior Advisor & Partner TEAG Advisors AG leading the team, he commented: “We have carried out the due diligence and accompanied our client with specific advisory services focussing on employment law, taxation and finances. As part of his risk considerations, for our client it was crucial to understand the applicable domestic law and all the relevant regulations.”

Deal contact: www.advisors.ch

WATERLAND ACQUISITION OF ACTUERA

COMARCH ACQUISITION OF A-MEA INFORMATIK

Legal Adviser to the Purchaser

Legal Adviser to the Purchaser

AMPLITUDE RAISES €30M Adviser to the Target Companies

Sole Financial Adviser to the Company

Financial Adviser to the Purchaser Legal Adviser to the Equity Provider Financial Adviser & Due Diligence Provider Legal Adviser to the Vendor Legal Advisers to the Debt Provider Financial Adviser to the Vendor

Tax Adviser Financial Due Diligence Provider

Vendor Due Diligence Provider Deal contact: philippe.bedard@kbrc.juriteam.com Tax Adviser

Virtual Data Room Provider

ACQUISITION INTERNATIONAL

Deal contact: jean-michel.deligny@go4venture.com

March 2012 /

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DEAL DIARY:

Transactions from Around the World METLIFE BAGS EASTERN EUROPE AVIVA

A&A GROUP COMPLETES MBO

DUROBOR AND SOBODEC MERGER

MetLife Inc. has acquired life insurance and pension businesses of London-based Aviva plc in Hungary, Romania and Czech Republic.

The A&A Group, consisting of High-performance and The A&A Group Limited, previously Allen & Allen, has completed a management buyout (MBO) with funding from Darwin Private Equity. The MBO was led by A&A Group chief executive Tony Allen and the senior management team. As part of the deal, Ian Chippendale will be joining as chairman. Previously Chippendale was chief executive of DirectLine and Privilege Insurance, as well as chairman of RBS Insurance. Allen & Allen was founded in 1968 as a broker specialising in niche motor risks. It has more than 500 staff and had around £140m gross written premium last year. Allen said: “We are a close-knit team, who have worked together for a long time. Over the past two years, we have got to know the Darwin team extremely well. They have good experience and knowledge of our industry and their plans to invest and build the business were very much in line with our own.”

H2 Private Equity Partners has acquired and merged Durobor and Sobodec GroupH2.

While the terms of the deal remain undisclosed, the transaction is expected to culminate some time this year, once the regulatory approvals required are fulfilled. Besides, Metlife took the advisory services of Deutsche Bank AG (NYSE:DB - News), while HSBC Holdings plc (NYSE:HBC - News) advised Aviva about the deal.

Since last year, Aviva has been strategically channelizing its resources in the markets where it already holds a strong footing. Consequently, Aviva vended its Investors’ Australian business and ended its business alliance with United Arab Emirates’ National General Insurance Co., in October and December 2011, respectively. Aviva had also significantly contracted its stake in Dutch insurer Delta Lloyd.

Hence, the decision to sell the eastern European assets is the outcome of Aviva acknowledging these three regions as low on its priority scale. The three European units up for sale had total assets of €57 million ($75 million) and accounted for less than 0.5% of total profits of Aviva at June 2011-end.

On the flip side, post its business restructuring into three geographical regions - The Americas, Asia and EMEA (Europe, Middle East and Africa) - MetLife is now keen on firming its footprints in EMEA as this region has ample scope for exploration of new business opportunities.

Darwin Private Equity partner Jonathan Kaye said: “We see great potential for the business and are looking forward to working with Tony and his team to help them extend their market position in non-standard motor insurance. The deal needs FSA approval.”

Richard Hall (pictured), Chief Executive and founder of CloudOrigin led the IT Due Diligence of The A&A Group in their first assignment for Darwin Private Equity. CloudOrigin assessed the current IT operations and strategic change programmes underway with a view to the future needs and growth potential of the whole business post transaction.

Richard Hall commented: “We delivered a detailed picture of the IT investment options to achieve increased operational controls from day one, and incremental improvements over the next eighteen months. All while supporting different commercial and compliance models across Europe in the most efficient fashion, and building upon best practice within the various business units.”

Equity Partners (H2) is an independent private equity firm founded in 1991, with offices in Amsterdam, Munich and London, whilst Sobodoc Group is a glass decoration company and Durobor is a glass manufacturing company.

The group Durobor – Sobodec realizes sales of 50 million and employs more than 300 assistants in Belgium and in France.

ABV Environment is an environmental consulting firm, based in Brussels who acted on behalf of H2 and Sobodec on the deal.

The project was led by Jean-Marc Lambert (pictured), Head of Department at ABV Environment, he commented: “As part of the due diligence in this transaction, ABV Environment analyzed the level of soil contamination and the costs of its remediation, and advised on the environmental arrangements to the transaction. The engagement was carried out successfully in a highly compressed time frame, thanks to the strong commitment of ABV Environment team, and a swift co-ordination of the field teams. It was the first time that ABV Environment acted for H2 and Sobodec.”

Deal contact: www.abv-environment.eu Deal contact: els.dumortier@kbc.be

METLIFE ACQUISITION OF EASTERN EUROPE AVIVA

A&A GROUP MANAGEMENT BUY OUT

H2 PRIVATE EQUITY PARTNER ACQUISITION OF DUROBOR AND SOBODEC

Legal Adviser to MetLife

Debt Provider

Debt Provider

Legal Adviser to the Equity Provider

Legal Adviser to the Purchaser

Financial Adviser to MetLife Legal Advisers to the Debt Provider Financial Due Diligence Provider Financial Due Diligence Provider Tax Adviser Financial & Tax Adviser to the Vendor

Commercial Due Diligence Provider

Environmental Due Diligence Provider

IT Systems Due Diligence Provider

Deal contact: www.CloudOrigin.com

66

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ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from Around the World DYNACO ACQUIRED KBC Private Equity and the other shareholders of Dynaco Group NV (“Dynaco”) have reached an agreement with Assa Abloy AB (“Assa Abloy”) regarding the acquisition of Dynaco. The transaction is expected to close during the first half of 2012 after relevant regulatory approvals. Dynaco is a leading European and North American producer of highspeed doors. Over the last years Dynaco has demonstrated significant growth both in terms of sales and profitability thanks to the expansion of its geographical reach and distribution channels, as well as to the introduction of new and innovative products and solutions. Dynaco has 140 employees with production facilities in Moorsel (Belgium) and in the Chicago region (USA). Sales are expected to reach 51 million EUR in 2012. Assa Abloy (www.assaabloy.com) is the global leader in door opening solutions with sales of around 37 billion SEK (4,2 billion EUR). Assa Abloy is headquartered in Sweden and has 37 000 employees. For KBC, the transaction ties in with the divestment of KBC Private Equity’s portfolio as part of the KBC group strategic refocus agreed with the European Commission. The deal will not have any material impact on KBC’s profit and capital.

White & Case acted on behalf of Assa Abbloy on the deal. The team was led by Dries Hommez and Stefan Odeurs (M&A partners) and consisted of senior associates Nele Govaert and Nicolas Dupont and Caroline Kindermans and Louis Hoet (junior associates). Dries commented: “The process was complicated as our client only joined the auction at a later stage, which increased the time pressure. Moreover, the other candidate acquirers were financial investors who take in general a different and more flexible approach as to the contractual documentation. However, we managed to work together with the sellers and their advisors in a very constructive and deal-oriented way, so that the deal could be negotiated and signed within a very short timeframe.”

RUSSIA’S MICEX-RTS STOCK EXCHANGE STAKES ACQUIRED

CRÉDIT AGRICOLE PRIVATE EQUITY AND EDITH LETOURNEL ACQUISITION OF E-FRONTECH

The EBRD and the Russian Direct Investment Fund (RDIF) have agreed to acquire 6.29 % and 1.25% stakes respectively in Russia’s MICEX-RTS stock exchange. The investment is part of a long-term strategy to promote the development of local capital markets in Russia and broaden the regional and international appeal of this recently unified exchange.

Crédit Agricole Private Equity has joined forces with Edith Letournel, who is acquiring e-Frontech, an IT consulting and Services Company specialised in integrating Oracle’s Customer Relationship Management (CRM) & Business Intelligence (BI) applications. The existing management team is also participating in the deal, with Pascal Lepicard, e-Frontech’s founder, ensuring that the change in ownership of the business takes place smoothly.

The EBRD and RDIF’s equity investments support Russia’s goal of transforming Moscow into a globally important and competitive international financial hub. This investment breaks new ground for the Bank as this is the first time the EBRD has invested in a trading exchange in one of its 29 countries of operation. For the RDIF, the transaction represents its first investment only six months after being established.

Bernardo Mariano (pictured), managing director at Equity Research Desk Int. (ERDesk), conducted due diligence and valuation analysis that led EBRD to acquire a 6% stake in the integrated Russian exchange MICEX-RTS. He commented: “I am delighted that my contribution to the project brings the Russian Exchange a shareholder of the caliber of EBRD who will contribute to the development of Moscow as a Financial Center alongside Sao Paulo, New York, London, Frankfurt and Hong Kong”

Founded by Pascal Lepicard in 2000 and based in Paris, the business supports its clients over the long term by offering them a full range of expertise, consulting, functional assistance and integration services covering the entire life cycle of their Oracle CRM and BI applications.

A longstanding Oracle partner, e-Frontech has achieved Platinum Partner status. This accreditation puts it among the leading players in integration services and expertise related to Oracle applications.

The company, which has grown steadily for 11 years, employs close to 60 consultants and generated 2011revenues of €6.8 million.

Its objective is to reinforce its leading position in the market for integrating the software solutions sold by Oracle. In particular, it aims to broaden its range of services to include other solutions from Oracle’s range and step up its sales and marketing drive targeting businesses, public-sector organisations and local authorities.

DIKAIOS is a Law Firm specialized in small cap LBO and Mergers & Acquisitions for small companies, who assisted Edith LETOURNEL all along her acquisition process for two years. The team was led by founder Marielle POISSON, Partner Lawyer, she has thirty years’ experience in Acquisitions in Europe.

Ernst & Young Transaction Advisory Services (TAS) Belgium provided financial and tax vendor due diligence services to the sellers for the benefit of Dynaco’s purchaser. The team was led by Frank Lapeirre, partner at Ernst & Young TAS in Brussels and Nick Van Gils, Executive Director Transaction Tax.

ASSA ABLOY AB ACQUISITION OF DYNACO

THE EBRD AND THE RUSSIAN DIRECT INVESTMENT FUND ACQUISITION OF 6.29 % AND 1.25% STAKES IN RUSSIA’S MICEX-RTS STOCK EXCHANGE

CRÉDIT AGRICOLE PRIVATE EQUITY AND EDITH LETOURNEL ACQUISITION OF E-FRONTECH

Debt Provider

Legal Adviser to the Purchaser

Debt Provider

CLIFFORD CHANCE CIS LIMITED

Legal Adviser to the Purchaser

Legal Adviser to the Equity Provider

Legal Advisers to the Debt Provider

DIKAIOS Financial Adviser to the Purchaser & Systems Due Diligence Provider

Legal Adviser to the Equity Provider

Financial Due Diligence Provider Vendor Due Diligence Provider Legal Adviser to the Vendor

TDC AVOCATS

ACQUISITION INTERNATIONAL

March 2012 /

67

DEAL DIARY:

Transactions from Around the World AFRICAN IRON LIMITED TAKEOVER BID IMPLEMENTATION AGREEMENT Exxaro Resources Limited (JSE: EXX) and African Iron Limited (ASX: AKI) (“African Iron”) have announced that African Iron and a wholly owned subsidiary of Exxaro Resources Limited, Exxaro Australia Iron Investments Pty Ltd (“Exxaro”) have commenced the process for compulsory acquisition of the outstanding issued shares and listed options in African Iron. African Iron is an Australian-listed and domiciled iron ore development company working on the exploration and evaluation of the Mayoko and Ngoubou-Ngoubou projects, located in the Republic of Congo (“RoC”) in central West Africa. African Iron’s projects are located in the Niari Prefecture approximately 300km north-east of Pointe-Noire on the Atlantic Ocean. African Iron’s key asset is its 92% interest in the Mayoko iron ore project (“Mayoko” or “Mayoko Project”). The Mayoko Project represents a near term development opportunity in an emerging iron ore province in central West Africa with an existing underutilised, heavy haulage mineral railway passing within 2km of the main prospect and terminating at the port of Pointe-Noire. African Iron’s second iron ore opportunity is its 85% interest in the 944km2 Ngoubou-Ngoubou Authority to Prospect, which is contiguous with Mayoko.Exxaro Resources Limited is a diversified South African-based mining company, listed on the JSE Limited (JSE: EXX) with a market capitalisation of approximately R61.8 billion. Exxaro mines, extracts and processes a range of minerals and metals, including coal, mineral sands and base metals primarily in South Africa, Australia and China. As one of the largest South African coal producers, with capacity now approaching 48 million tonnes per annum and the third-largest global producer of mineral sands products, Exxaro is a significant participant in the coal and mineral sands markets. Exxaro has a 20% interest in the Sishen Iron Ore Company, a subsidiary of JSE listed Kumba Iron Ore Limited, which operates the Sishen and Thabazimbi mines in South Africa. The acquisition is consistent with Exxaro’s stated objective of expanding into the iron ore sector. Exxaro believes the fundamentals of iron ore are positive in the medium- to long-term and has in-house expertise and experience in mining bulk ore commodities. Exxaro has been actively pursuing opportunities to increase its exposure in iron ore and believes this operation in the RoC, an iron ore development frontier, provides an attractive platform for further growth in the commodity.

Sipho Nkosi, the CEO of Exxaro, said: “African Iron’s assets provide an excellent match to Exxaro’s stated objective of gaining operational exposure in iron ore. African Iron represents a reasonably sized opportunity, which will allow Exxaro to leverage its bulk commodity and iron ore expertise.”

ACQUISITION OF MYLNER Frutarom Industries Ltd has signed an agreement, through its subsidiary in Brazil, to acquire 100% the share capital of Mylner Industria E Comercio Ltda, a Brazilian Flavors company, and its Brazilian mother company, Vila Osorio Participacoes s/a (the companies together shall hereafter be referred to as: “Mylner”), in return for approximately US$ 15.7 million (approximately 27.1 million BRL).

Mylner’s sales turnover in 2011 came to US$11.4 million (approximately 19 million BRL) a growth of some 8% compared to 2010, when sales turnover came approximately US$10 million (approximately 17.5 million BRL).

Mylner, founded in 1974, develops manufactures and markets flavor solutions, focusing mainly on sweet flavors for beverages and baked goods, natural plant extracts and natural flavor products. Mylner has a modern development, production and marketing site near Sao Paulo, Brazil, including land for future expansion,and employs some 70 workers. Mylner’s wide customer base includes leading food and beverage manufacturers in developing countries in Latin America and mainly Brazil.

José A. Miguel Neto, founding partner of law firm Miguel Neto Advogados Associados led the deal team, assisted by Decio Andrade, Esq. (MNA’s partner as well) and Liliane Saito, Esq. José A. Miguel Neto commented: “Frutarom was already our client, therefore, this was not our first operation with them. We really had a great experience, of course implying certain challenges - such as the European crisis and the difficulty in negotiating with non compete clauses with the sellers and their tax planning. However, we negotiated a lot and looked for solutions that could accommodate all parties to overcome these challenges.”

FUSION BPO SERVICES ACQUISITION OF O’CURRANCE INC. Fusion BPO Services has acquired O’Currance Inc., a portfolio company of Riverlake Partners. O’Currance is one of the leading providers of Direct Response marketing telesales services in the U.S. The terms of the transaction were not disclosed.

O’Currance is based out of Draper, Utah. Founded in 1994, it has over 300 employees. O’Currance Inc. has a proven model of both work-at-home and brick-and-mortar agents who have provided flexibility in delivering reliable call handling capabilities and proven results for its teleservices clientele.

The acquisition will strengthen the marketing foothold of Fusion BPO Services in the U.S with a broad client-base spanning multiple verticals including customer service, infomercials, telecommunications, etc.

Ted L. Hill (pictured), Lake, Hill & Myers partner, has been providing auditing, accounting and tax services to O’Currance Teleservices for several years. Ted worked mostly with the buyer in facilitating this transaction.

African Iron is being advised by Freehills as legal adviser. Exxaro is being advised by Investec Bank (Australia) Limited and Investec Bank Limited, financial adviser, Gilbert + Tobin as legal adviser and PwC as its tax advisor. David Lewis (PwC Tax Partner) commented: “We are very privileged to have such a long standing relationship with Exxaro and are pleased we were able to work with Exxaro to achieve their goal of securing an iron ore project in this region”.

AFRICAN IRON LIMITED TAKEOVER BID IMPLEMENTATION AGREEMENT

FRUTAROM INDUSTRIES LTD ACQUISITION OF MYLNER INDUSTRIA E COMERCIO LTD

FUSION BPO SERVICES ACQUISITION OF O’CURRANCE INC.

Legal Adviser to the Purchaser

Legal Adviser

Financial Due Diligence Provider

Legal Adviser to the Equity Provider Legal Adviser to the Vendor Legal Advisers to the Debt Provider

Financial Adviser to the Vendor Financial and Tax Due Diligence Provider

Tax Adviser

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ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from Around the World GABBRO PRECISION ACQUISITION OF MIDLAND PRECISION FOR £10M Sheffield-headquartered Gabbro Precision, the engineering services provider to the oil and gas industry, has acquired Midland Precision for £10m. The acquisition comes as Gabbro invests in its precision engineering division to support a pipeline of international growth.

Chris Gregory (pictured), Partner in the Birmingham office of Orbis partners led the sale of Midland Precision to Gabbro. Chris was approached by the Shareholders of Midland in Q1 2011 to advise on the sale of the company.

Orbis undertook a review of the business and, along with its worldwide Partners in Clairfield International , identified several strategic buyers for the business both in the UK and overseas.

Chris Gregory commented: “Midland supplies complex components in exotic materials to leading international companies in the Oil &Gas sector. We needed to find a buyer which would be both acceptable to the Midland key customers and which could also benefit from these relationships to further enhance its own business. We presented the business to several companies and decided that Gabbro was the company which best met these criteria. The sale of Midland to Gabbro produced an excellent result for both the Shareholders and also the company as it will now continue to grow and develop as part of a much larger group.”

PKF (UK) LLP acted for Gabbro Precision Limited (“Gabbro”) and its funders Baird Capital Partners Europe (“BCPE”) and Yorkshire Bank by providing due diligence in respect of the acquisition of Midland Precision Limited. The team was led by Corporate Finance Partner, Patrick Abel supported by Andrew Ryder, Director and Helen Milnes, Executive. Abel commented: “This is the third transaction that PKF has been involved with for Gabbro, PKF originated the institutional buy-out of Gabbro, formerly known as ESS and introduced BCPE to the deal in 2007. PKF subsequently assisted BCPE with due diligence support in its acquisition of Nexus in Scotland. Gabbro is a full service client of PKF’s Sheffield office.”

GETRONICS ACTIVITIES ACQUIRED

GODFREYS EQUITY SWAP

AURELIUS and Royal KPN (The Hague, Netherlands) intend to enter into a transaction regarding the acquisition of the Getronics activities in Europe and APAC (hereafter “Getronics Europe and APAC”). Getronics Europe and APAC is an IT service provider offering innovative solutions in the fields of workspace management, data management and hosting, as well as consulting services.

Private equity owners of vacuum cleaner retailer Godfreys are in the process of finalising a debt equity swap to stop the business entering voluntary administration.

AURELIUS will acquire Getronics Europe and APAC with operational units in seven European and five APAC countries, with a total of 2,900 staff members and a turnover of approximately 450 million euros in 2011. KPN will remain a long-term strategic partner via a minority stake in Getronics Europe and APAC. The intended transaction is subject to customary closing conditions and the relevant antitrust authorities will be notified. The intended transaction is expected to be completed during the course of the second quarter.

Haver & Mailänder advised Aurelius AG on competition on the deal. Dr. Ulrich Schnelle led the team.

Deal contact: us@haver-mailaender.de

After purchasing Godfreys for more than $300 million in 2006, Pacific Equity Partners (PEP) and Unitas Capital have settled on a restructure of debts to trade through tough retail conditions, after failing to sell business this year.

PEP and Unitas have consented to the syndicate of lenders advised by Ashurst Australia swapping their debt for equity. The syndicate includes Nomura International plc, hedge fund Orchard Capital and fund manager, Challenger among others.

The Ashurst Australia debt capital markets and securitisation team has recently acted on other transactions for Coca Cola Amatil, ANZ and NAB, the Newcastle Coal Infrastructure Group and ANZ and Westpac.

Freehills has also advised PEP on its 50/50 joint venture with consumer brand SCA. SCA manufactures brandsincluding Sorbent, Purex, Tena, Libra Handy and Tork & Treasures Sims Metal Management acquisition of 20 pct stake in Chiho-Tiande.

Michael Ward (Partner, Corporate Team) supported by Andrew Cowan (Associate, Corporate Team) lead the Gateley team, who represented the sellers on the deal. Ward commented: “It was important to work with the Buyer and its funders in order to ensure availability of the relevant facilities. “In summary, it was a pleasure to be involved in the transaction and we wish Deane well in his new role with Gabbro as it works to fulfil its growth plans.”

Highwire Consulting advised Baird Capital Partners with whom they have a longstanding relationship providing management due diligence on a number of their deals. Sandra Aldridge and Annie Gray Directors of Highwire Consulting led the team. They commented that, from a management perspective, Deane would add significant value to Gabbro and his skills and experience would compliment the existing team.

GABBRO PRECISION ACQUISITION OF MIDLAND PRECISION

AURELIUS AND ROYAL KPN ACQUISITION OF GETRONICS

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Transactions from Around the World BAVARIA INDUSTRIEKAPITAL ACQUISITION OF FRENCH GRISET SAS

GOLF CAPITAL ACQUISITION OF A 82.7% STAKE IN SAKR ENERGY SOLUTIONS FZCO

AUTOLOGIC DIAGNOSTIC LIMITED £46 MILLION MANAGEMENT BUY-OUT

BAVARIA Industriekapital AG has taken over the business operations of French Griset SAS with immediate effect.

Based in Villers St.-Paul, Griset is a leading European producer of milled and hammered multi-gauge strips made from copper, copper alloys and aluminium.

Golf Capital, one of the largest and most active private equity firms in the Middle East has acquired an 82.7% stake in Sakr Energy Solutions FZCO (SES), a leading provider of temporary power generation, to capitalise on the growing need for power across the Middle East, Africa and South East Asia.

WK Corporate Finance LLP has completed a £46m Management Buy-Out of Autologic Diagnostics Limited, backed by ISIS Equity Partners. WKCF acted as lead advisers to the shareholders of Autologic and introduced the deal to ISIS.

Its high-quality products are used in the manufacture of power transistors and other electronic devices, such as connectors, contacts, switches and relays. The major markets for the products of Griset’s main factory and its subsidiary in Malaysia are the automotive, entertainment electronics and telecommunications industries. Griset produces around 16,000 tonnes of rolled products every year and employs 185 people. In 2011, its turnover totalled around € 130 million.

BAVARIA Industriekapital AG’s Director of Mergers & Acquisitions, Dr. Philipp Gusinde, commented: “We are very pleased to be taking over Griset, which is our eighth acquisition in France. We recognise that the company has interesting potential not only in terms of international sales development and production flow optimisation but also for us to deploy our BAVARIA Operating System. We are particularly proud that this latest acquisition by the BAVARIA Group once again has the backing of the works council at Griset.”

SES operates in a growing region with a booming population, yet with inadequate power generation infrastructure and deep structural power supply/demand imbalances.

Marsh conducted risk and insurance due diligence on the deal and have provided such for Gulf Capital for the past 5 years. The work was project managed by Dominic Moody, Senior Vice President of Marsh based in Dubai and the MENA Regional Leader for Marsh PEMA. Dominic commented: “Marsh were able to assist Gulf Capital to understand the key risks facing the operations of SES in the territories they operate in the MENA region and identify how SES have insured these risk exposures.

“Management at SES were very helpful in providing the data we requested to carry out our due diligence. We were pleased to have the opportunity to work with Gulf Capital on their investment into SES and offer our congratulations on their successful investment into the business and wish them and SES every success for the future.”

Autologic is a fast growing provider of dealer-level diagnostic solutions for leading car brands to independent workshops and WKCF has acted for the company since advising on the £8m Management Buy-In / Buy-Out of the business in 2009, which was backed by Foresight Group and Octopus Ventures.

Andy Coghlan (Director of WKCF) commented “This is a fantastic business, with a unique product and superb management team and we are delighted to have advised them on this and previous transactions. We are sure the company, partnered with ISIS, will go from strength to strength” Kevin Finn (Chairman of Autologic) commented “Andy Coghlan and the WKCF team have helped to deliver an exceptional deal for all parties. Their experience has had a huge influence on our strategic path and decision process through the initial negotiations, to ultimate completion.”

GE Capital’s Director of Structured Finance department, T.Martet, commented: “We are very happy to assist Bavaria and Griset in this particular moment of the company’s development. We are committed to be the right partner to bring the required financial resources to fuel the future growth of the company. I am convinced that Bavaria is a strong and reliable shareholder with a specific expertise in carve-out businesses from industrial corporates.”

Deal contact: www.gecapital.eu

BAVARIA INDUSTRIEKAPITAL ACQUISITION OF FRENCH GRISET SAS

GOLF CAPITAL ACQUISITION OF A 82.7% STAKE IN SAKR ENERGY SOLUTIONS FZCO

AUTOLOGIC DIAGNOSTIC LIMITED £46 MILLION MANAGEMENT BUY-OUT

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ACQUISITION INTERNATIONAL

DEAL DIARY:

Transactions from Around the World DNV ACQUISITION OF KEMA

PERTEMPS LIMITED AND NETWORK GROUP MBO

DNV has acquired KEMA, forming a world-leading energy consulting, testing, and certification company that can drive the worldwide transition towards a safe, reliable, efficient and clean energy eco-system .

The Boards of Pertemps Limited ( Pertemps) and AIM-listed Network Group Holdings plc (Network) have completed a planned management buy-out of both businesses by a joint management team.

DNV KEMA Energy and Sustainability will consist of all 1,800 KEMA employees and 500 employees from DNV”s renewable energy and sustainability activities.

The management buy-out brings together Pertemps and Network into the UK’s largest Independent provider of specialist outsourced recruitment services and temporary employment solutions.

The new company will be led by Thijs Aarten, CEO of KEMA, and will be headquartered in Arnhem, the Netherlands. Mr. Aarten will report to a Supervisory Board chaired by DNV CEO Henrik O. Madsen.

Greenhill acted as exclusive financial adviser to DNV on this transaction, with Philip Meyerhorn from the Frankfurt office leading the team. Philip commented: “We have known DNV’s senior management for a number of years and are proud to be associated with such a high quality enterprise which dates back to 1864. The Greenhill team enjoyed supporting DNV on this important, visionary milestone.”

Willem de Nijs Bik (partner) and Baukje Dreimuller (associate) led the Houthoff Buruma team that represented new client DNV. Willem commented: “It was a very competitive process and arrangements had to be made with Alliander and Cogas the remaining shareholders.

DNV put in a good bid and we found a creative solution for the remaining shareholders.”

The combined business, has been rebranded PertempsNetwork Group (“PNG”) with immediate effect, and will have a combined turnover in excess of £425 million.

The transaction consolidates Pertemps and Network into a unified business, allowing for more effective marketing and delivery of its combined capability and facilitating the new Group’s planned growth and acquisition strategy.

Greg Hall (pictured) led the Mazars LLP financial due diligence team, supported

by David Preston, which advised NGH Topco Limited and Lloyds TSB Development Capital on the transaction.

Mr Hall, a Transaction Services Partner, commented, “In recent years the combined Pertemps Network Group has achieved notable growth despite the challenging economic climate. With its established track record, LDC appears an ideal partner to deliver the group’s future growth strategy.” In addition, Mazars Corporate Finance Limited advised NGH Topco Limited on its offer for Network Group Holdings PLC. On the Pinsent Masons side, the transaction was lead by Corporate Partner David Stevenson and Corporate Senior Associate Michael Lakin, with assistance from Elizabeth Corser (Corporate) and Kate Featherstone (Tax).

BACTEST LTD £900K FUNDING ROUND UK based BACTEST Ltd, has closed a £900kfunding round led by the Low Carbon Innovation Fund (LCIF), managed by Turquoise International, which invested £300k. The round was completed by existing investors and a syndicate of business angels that included Minerva (Warwick), London Business Angels, Finance East and a number of high net worth individuals. The funding will be used to bring to market the company’s in-situ and mobile products that monitor and manage bacterial activity in waste water and other applications that include general laboratory, health and consumer products. Turquoise International is the manager of the Low Carbon Innovation Fund which makes early stage investments in low carbon and resource efficient businesses located in the East of England region. The application of Bactest’s bacterial respirometry technology to the water industry was key to LCIF’s involvement.

Ian Thomas (pictured), Managing Director at Turquoise International, commented: “This deal provides a very good example of the benefits of combining a professional investor, LCIF, with a pool of individuals/angels, allowing Bactest to raise sufficient capital to fund its business plan and avoid the distraction of on going fundraising.” Isle Utilities (pictured) completed the commercial due diligence on behalf of Turquoise International, the investor on the deal. Monica Infante, Principal Consultant at Isle Utilities led the team, she commented: “The objective of the commercial due diligence was to validate the market need, competitive strength and estimated time to market for Bactest’s respirometers. The due diligence was focused on the UK municipal wastewater market, with the market intelligence gathered through direct client interviews with four UK water companies. The responses were consistent across the four interviewees and good conclusions were drawn upon completion.”

Deal contact: www.lowcarbonfund.co.uk/LCIF/

DNV ACQUISITION OF KEMA

PERTEMPS LIMITED AND NETWORK GROUP MANAGEMENT BUY OUT

BACTEST LTD £900K FUNDING ROUND

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Transactions from Around the World MARSHALL MOTOR GROUP ACQUISITION OF F CROSS & SON LTD.

CM TELECOM ACQUISITION OF MOBILEWEB NV

NEW WAVE GROUP AB ACQUISITION OF PARIS GLOVE OF CANADA LTD.

Marshall Motor Group has acquired family-owned F Cross & Son Ltd. based in North Lincolnshire and South Yorkshire, as well as the Scunthorpe Kia franchise. Under the deal Marshall, number 11 in the Motor Trader Top 200, will represent VW in Grimsby and Scunthorpe where it will also represent VW commercials. Around 120 F Cross & Son Ltd. staff have transferred to Marshall under the terms of the agreement. Marshall were advised by Alastair Gunn (pictured left) and Karin Horsley from Greenwoods Solicitors LLP

CM Telecom has acquired 100% of MobileWeb NV from the Group E-Zone NV. The deal will strengthen CM Telecoms leading position in Belgium and will be expanding service offerings to both existing and new customers.

New Wave Group AB (NEWAb.ST), headquartered in Sweden but with significant interests in the United States, has acquired Paris Glove of Canada Ltd.

Daksh Gupta, Marshall’s chief executive, commented: “We are excited to be partnering Volkswagen, both with passenger cars and with light commercial vehicles, at these new businesses. Since we started out with our new strategy in 2008, we have been very keen to partner with both brands and build on our existing relationship with the wider Volkswagen Group. Volkswagen is one of the most highly respected automotive brands globally and we are looking forward to building a strong relationship with them in the coming months and years. This acquisition is consistent with our strategy to grow nationally to minimise our over exposure to East Anglia and grow with scalable businesses as well as to build depth to our relationships with key brand partners like the Volkswagen Group.”

Paul Janssens or Danny Lein, managing directors of MobileWeb commented: “This association is part of a broader international consolidation already underway for some time. We founded and developed MobileWeb into one of the leading players on the Belgian market. We are confident that the CM group will give an additional impulse to the growth of MobileWeb on the Belgian market, with additional opportunities for both the customers and employees”.

Jeroen van Glabbeek, director of CM Telecom commented: “The association of MobileWeb and CM Telecom is part of our strategy to further strengthen our business in the SMS market and is a good addition to the international growth that we experience”.

AKD’s Matthijs Ingen-Housz provided legal assistance to CM Telecom. He commented: “CM Telecom’s founders Jeroen van Glabbeek and Gilbert Gooijers are very successful entrepreneurs. Under their guidance, CM Telecom has an admirable long term focus and strategy. It is inspiring to work with them”.

The addition of Paris Glove (http://www.parisglove.com ) enhances the New Wave Group corporate portfolio, which is the parent company of Cutter & Buck, Ahead, Clique, Craft, Orrefors and Kosta Boda, among other brands.

Terms of the acquisition were not disclosed. New Wave purchased 100 % of the ownership of Paris Glove.

Paris Glove’s 90 employees and the current ownership, with operations in both Canada and New York, have become employees of new wave.

Paris Glove is the only glove company delivering products to all markets – sports, fashion, and industrial gloves for men and women, adults and children. The company also sells a line of men and women’s scarves and headwear and distributes a limited selection of other products to its customer base on behalf of other brands.

Forrester Boyd advised the owner of F Cross & Son Ltd in the transaction, with the team being led by Mike Beckett (pictured), corporate finance partner. He commented: “The main challenge was the tight timetable to the original date of completion, although this was later delayed for four weeks. The due diligence process conducted by the Buyer was comprehensive and we assisted our client in providing responses to the financial, tax and in some cases the legal due diligence questions. The deal included the hive out of a business division of F Cross & Son Ltd. which was not part of the sale which we also advised on.”

By joining forces, current and new MobileWeb’ customers will directly benefit from the services of CM Telecom, in addition to the specialized expertise and reliable infrastructure of MobileWeb.

MARSHALL MOTOR GROUP ACQUISITION OF F CROSS & SON LTD.

CM TELECOM ACQUISITION OF MOBILEWEB NV

NEW WAVE GROUP AB ACQUISITION OF PARIS GLOVE OF CANADA LTD.

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Transactions from Around the World PETROFAC ACQUIRES KW LIMITED

MARWYN EUROPEAN TRANSPORT ACQUISITION OF PUBLICEXPRESS

Petrofac, the international oil & gas service provider, has acquired the entire share capital of KW Limited (KW).

Based in Fetcham, near Woking, with an office in Aberdeen, KW is a high-end subsea pipeline consulting and engineering services business with an established reputation in the subsea pipeline market. As at 31 March 2011, KW had gross assets of 2.7 million. The business and its 56 employees will become part of Petrofac’s Engineering & Consulting Services business.

Marwyn European Transport has acquired Publicexpress, the German intercity express bus business.

Kevin Williams, technical director of KW Limited, commented: “KW has built a strong reputation as a provider of high value subsea pipeline consulting and engineering and our strong technical and engineering capability provides a solid foundation for future growth.

We are excited by the opportunities that being part of Petrofac brings and look forward to playing our part in the development of the business.”

PX currently operates a single licenced route connecting cities in Northern Germany with The Netherlands. In the year ended 31 December 2010, PX generated unaudited revenue of circa €0.8m.

Rhone Energy Advisors was retained by Engineering Investments Ltd and management following a competitive selection process. Rhone Energy Advisors was selected thanks to its significant Energy M&A expertise, its senior resource dedication and its strong relationships with potential buyers. The team was led by Andreas Zapf, Managing Director and owner of Rhone Energy Advisors.

He commented: “Offers were received from international trade buyers and from private equity investors.

Engineering Investments successfully negotiated the final deal with Petrofac, who put forward the winning offer and were awarded a period of exclusivity.”

The total consideration of €280,000 is payable by the issue of 190,000 MET ordinary shares and €50,000 in cash. On completion MET also assume net debt of circa €205,000.

Christoph Marquardt, the founder of PX, will retain a 5% equity ownership in the PX holding company.

Caroline Teo, Director, Truly Excellent Outcomes Ltd, advised MET on the state of readiness for growth, of PX’s online sales platform on the deal, she explains: “This involved evaluating the website and booking engine, understanding likely commercial and revenue management strategies, researching customer booking behaviour, assessing emerging technologies and market testing.

SCHUBERT GROUP ACQUIRED WISAG Dienstleistungs-Holding GmbH & Co. KG, headquartered in Frankfurt and also among the leading German service providers has acquired Schubert Group, headquartered in Dusseldorf and one of the leading providers of personnel-intensive and integrated services. meyerlustenberger represented the Schubert family (sellers) alongside Beiten Burkhardt with respect to Swiss law issues and Schubert Holding AG, the Swiss group company of the Schubert Unternehmensgruppe, including corporate law matters, structuring of the company for sale, preparation of the data room and drafting of the purchase agreement.

The meyerlustenberger team was led by partner Wolfgang Müller (pictured) (Corporate | M&A) and included associates Heike Schulz and Silvia Margraf (all Corporate | M&A).

Deal contact: www.meyerlustenberger.ch

“It was a collaborative effort which went smoothly, thanks to timely and pertinent contributions throughout from Publicexpress and MET representatives in Germany and London.”

Deal contact: dakrueger@deloitte.de

PETROFAC ACQUIRES KW LIMITED

MARWYN EUROPEAN TRANSPORT ACQUISITION OF PUBLICEXPRESS

WISAG DIENSTLEISTUNGS-HOLDING GMBH & CO. KG ACQUISITION OF SCHUBERT GROUP

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DEAL DIARY:

Transactions from Around the World NANOHALE AG ACQUIRES R&D AND SERVICE UNITS OF SCIL TECHNOLOGY GMBH Nanohale AG and Scil Technology GmbH has announced that Nanohale has acquired the entire R&D, contract development and manufacturing organization of Scil Technology GmbH in an asset deal, effective December 31, 2011.

Employees and inventory of Scil Technology GmbH have become part of Formycon GmbH, a fully-owned subsidiary of Nanohale AG. The rights to the tissue regeneration projects, which were out-licensed by Scil Technology to Medtronic, Inc. and Sanofi, will remain with Scil Technology GmbH, which will be sustained as an independent company to manage its existing collaborations. Financial details have not been disclosed.

The team at Raupach & WollertElmendorff (“Raupach”) representing Scil Technology GmbH (“Scil”) in this transaction was led by Peter Homberg (pictured), partner and head of the Frankfurt office. Other team members were Dr. Stefanie Greifeneder, Senior Associate, and Andrea Veh, Associate.

This was the second transaction for Scil within a few month time. However, Raupach has a longstanding relationship with BioNet Holding, the shareholder of Scil.

This transaction comprises the sale of Scil’s research and development department as well as the capacities for contract manufacturing to Nanohale. The parties have agreed not to disclose any financial details of the transaction.

Deal contact: phomberg@raupach.de

£16.3M INVESTED IN THE ARENA GROUP MML Capital Partners LLP and Sports Investment Partners has invested £16.3m in The Arena Group The new investment will fund the future development of the Arena Group, particularly in the Far East; but was also used to repay a significant portion of the group’s bank debt to allow some shareholders to realise their investment and to acquire the balance of Harlequin Marquees and Event Services Limited, which the Arena Group did not already own.

Deloitte provided financial, commercial and tax due diligence and tax structuring advice for MML Capital and Sports Investment Partners on their investment in the Arena Group. Sarah Sturt, Partner, Corporate Finance led the team, she commented: “Deloitte has an in-depth knowledge of the sports sector through its Sports Business Group and its role as Official Professional Services Provider to the Olympic and Paralympic Games, enabling the firm to assist MML and SIP on this transaction.”

Speechly Bircham acted as the legal adviser to long standing client the Arena Group on the private equity fundraising by MML Capital Partners LLP and Sports Investment Partners.

Chris Putt, corporate finance partner, led the firm-wide team at Speechly Bircham providing the Arena Group with corporate, banking, employment, tax and anti-bribery advice. Chris commented: “Part of the new investment was used to repay a significant portion of the Arena Group’s bank debt to allow some shareholders (of which there were many) to realise their investment and to acquire the balance of Harlequin Marquees and Event Services Limited, which the Arena Group did not already own.”

68 GROCERY STORES IN FINLAND ACQUIRED Sveafastigheter’s third fund, Sveafastigheter Fund III, has signed its sixth acquisition in Finland. The portfolio comprises 68 grocery store properties around Finland and is acquired together with new local asset management partner Capitol Asset Management. The transaction is financed by Aareal Bank.

Sveafastigheter Fund III (”Sveafastigheter”) has together with Capitol Asset Management (”CAM”) signed the acquisition of a grocery stores portfolio consisting of 68 properties. The properties are small and mid-sized grocery stores (i.e. in the neighbourhood-store and supermarket segments) located all around Finland. The properties are acquired from Niam for a purchase price well above EUR 100 million.

The total leasable area amounts to approximately 80,000 m2 and all properties are leased to Kesko Food. Sveafastigheter’s and CAM’s business plan is to develop the properties and invest in them according to the tenant’s needs. The aim is to create a balanced grocery stores portfolio, with long and stable cash flow and well diversified lease maturity.

Chartis Europe’s team was led by the Nordic M&A Manager, Mr. Fredrik Forsström who was working closely with Mr. Tommi Suikki, the Financial Lines Manager of Finland and the Baltic States. Fredrik commented: “Due to the circumstances the funds party to the transaction wanted to use warranty insurance. The buyer wanted to get comfort that there was financial backing of the warranties given and the seller was ready to find a suitable solution, which Chartis was able to offer. Chartis provided a representation and warranty insurance.

“Using insurance has not been a traditional option in the Finnish M&A market. In the end all parties were pleased – and the insured was satisfied by the fact how smoothly the process to obtain the insurance policy went. The insurance helped the parties to overcome an underlying issue which could have been difficult to solve in other ways.”

NANOHALE AG ACQUISITION OF SCIL TECHNOLOGY GMBH

£16.3M INVESTED IN THE ARENA GROUP

68 GROCERY STORES IN FINLAND ACQUIRED

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Transactions from Around the World TESEQ HOLDING AG ACQUIRES MILMEGA Teseq Holding AG, a leading developer and provider of instrumentation and systems for EMC emission and immunity testing , has acquired UK-based MILMEGA, Ltd. , a leading specialist in the design and manufacture of solid state, high-power microwave and RF amplifiers. The acquisition strengthens Teseq’s capabilities in commercial, industrial, automotive, military and communications applications, further positioning the company as a global leader in immunity testing. Johannes Schmid, President of Teseq, said, “When we began Teseq a mere five years ago, after a management buyout from leading developer and provider of instrumentation and test systems for EMC emission and immunity, Schaffner, our vision was to provide the best in testing solutions. Our acquisition of MILMEGA is a testament to that forward thinking strategy and builds upon the half-century of EMC experience with which we were founded.”

SCH SGH Martineau ‘s corporate team, led by corporate partner Rishi Malliwal, advised Teseq Holding AG in its successful acquisition of Milmega Limited. Rishi Malliwal commented: “We were delighted to advise Teseq on this opportunity to strengthen and expand their business in the UK. This involved working closely with other international lawyers and other advisors on aspects of the deal, and we are proud of how our team provided the dedication and commercial awareness necessary to deliver the expert service Teseq required. Teseq has a strong reputation in their field, and we are looking forward to continuing our close working relationship with them in the future.”

PKB’s Business Development team, led by corporate partner Don Blackwell, (pictured) advised Teseq Holding AG in it’s successful acquisition of MILMEGA. “The PKB team were pleased to be part of the Teseq advisor group which assisted them with their successful acquisition of MILMEGA. This required very close cooperation with the UK and International lawyers, and the Directors of the Teseq Group, to help achieve the required outcome. Our team demonstrated the skills, commercial awareness, experience and business acumen to assist in the financial evaluation regarding this truly positive acquisition for the Teseq Group. We have ensured that we have delivered a high quality of timely service as required by all parties involved.

PKB’s audit team currently audit Teseq’s UK subsidiary and we look forward to continuing our work and assistance with the development within the group in the future.”

AURELIUS GROUP ACQUISITION OF THALES INFORMATION SYSTEMS S.A.U.

TRISTAR WORLDWIDE CHAUFFEUR SERVICES ACQUISITION OF M7 WORLDWIDE TRANSPORTATION

AURELIUS Group (ISIN: DE000A0JK2A8) has acquired Thales Information Systems S.A.U. (thereafter: Thales CIS), a subsidiary of Thales España. Thales CIS is a key player in the IT market in Spain and Argentina, providing a range of IT services which include development, installation and support of software and software tools to support clients in the management of their day-to-day business. Furthermore the company provides technical assistance and maintenance services, along with specialist advice and services in areas such as IT security and IT mobility as well as process consulting in targeted key sectors. Thales CIS generated revenues of roughly 45 million euros in 2011. Gallego, Martos & QuadraSalcedo acted as Legal adviser on behalf of Aurelius on the deal. Mr. Rodrigo Martos Prat (pictured), Partner and co-founder of the Firm led the team, he commented: “We provided legal advice in preparation of a “red flag” due diligence report based on Spanish Law covering corporate, tax and labour issues, direct analysis and draft of the corporate report and coordination and supervision of the tax and labour issues of the report, coordination and supervision of an Argentinean equivalent due diligence carried out with the assistance of a firm based in Argentina part of the Firms trust (Errecondo, Salaverri, Dellatorre, González & Burgio, led by its Partner Mr. Saturnino Funes), assistance in the legal issues connected with the future operation of the target companies, in the swift negotiation and in the execution of the SPA which was subject to the fulfilment of certain closing conditions, and to the former closing of the transaction.” ERRECONDO | SALAVERRI | DELLATORRE | GONZÁLEZ & BURGIO advised in all Argentine legal matters related to the acquisition of the Argentine subsidiary of the Target. The team was led by partner Saturnino Funes, and included associates Victoria Hitce and Luciana Parada Villar. Saturnino Funes commented: “We represented Aurelius Group. ESDG&B conducted a limited legal due diligence review and advised on several legal issues, including, certain foreign exchange and tax matters related to the structuring of the transaction, as well as general corporate advise in connection with the closing and acquisition of control of the subsidiary.”

TriStar Worldwide Chauffeur Services has acquired M7 Worldwide Transportation, a premium ground transportation company, based in Burlington, Massachusetts. The combined entity further enhances TriStar’s leadership position in the meetings and roadshow segments while providing an enhanced platform for the growth and diversification of TriStar’s business globally.

Thames Valley KPMG acted on behalf of the Board of TriStar on the deal, with Adrian Dray, Partner, and Head of KPMG Corporate Finance in the Thames Valley, leading the team, assisted by Ed Wirgman, who has previously advised the management team and has known them since 2007. KPMG are also the Company’s auditors. Ed commented: “TriStar is now a long-standing, important client of KPMG and we were delighted to be able to assist the Board on this transaction. We look forward to supporting TriStar in the future as they continue to grow what has become a truly global business and brand.”

KPMG also led the tax due diligence and tax structuring portions of the deal, with Richard Geoffroy (pictured), Partner, KPMG Mergers & Acquisitions Tax leading the team, he commented: “Our tax due diligence efforts focused identifying and mitigating any historical tax liabilities that may have carried over to TriStar. Our tax structuring efforts focused on balancing TriStar’s business needs with tax efficiency.

Of particular interest to TriStar was the location of the new U.S. assets within the existing TriStar U.S. group.” William R. Chaff, Partner of Lopez, Chaff & Wiesman Associates, Inc. for 26 years led the team, assisted by Catherine Gable, Principal and Brenda J. Soucy, Senior Accountant. Chaff commented: “Our firm played a key role on providing due diligence and guidance on the structure and terms. Our representation was on both side of the transaction. We have had a business relationship with M7 Transportation for over 5 years TriStar Worldwide Chauffeur Services for over 6 years. We look forward to continuing to provide our services to TriStar in the years to come”

TESEQ HOLDING AG ACQUISITION OF MILMEGA

AURELIUS GROUP ACQUISITION OF THALES INFORMATION SYSTEMS S.A.U.

TRISTAR WORLDWIDE CHAUFFEUR SERVICES ACQUISITION OF M7 WORLDWIDE TRANSPORTATION

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Transactions from Around the World KBC SELLS WARTA TO GERMANY’S TALANX FOR 770 MILLION

WENTWORTH HAS ACQUIRED COVE ENERGY’S 100% OWNED SUBSIDIARY, COVE ENERGY TANZANIA MNAZI BAY LIMITED

ROODEPOORT AND BANKFONTEIN ACQUIRED

German insurer Talanx has agreed to acquire Belgian KBC Group’s Polish insurance unit TUiR Warta for €770 million, subject to closing adjustments. The transaction is expected to be finalized in the second half of 2012, following regulatory approval.

The Mnazi Bay Concession Area is located in coastal, south-eastern Tanzania in the Rovuma (Ruvuma) Basin.

The area lies between Aminex and Tullow Oil’s Ruvuma Concession Area and Ophir Energy and BG Group’s offshore Block 1. Ophir and BG Group’s Chaza-1 gas discovery lies just northeast of Mnazi Bay’s marine border. The 756 km concession area contains two discovered Tertiary aged gas fields (Mnazi Bay and Msimbati) and holds additional Tertiary, Cretaceous and Jurassic hydrocarbon potential.

Four wells have been drilled to date: MB-1, MB-2, MB-3 and MS-1X, and all four wells encountered hydrocarbons. MB-1 is currently producing gas at a rate of 1.7-2.0mmscf/d and this gas is transported via an 8”, 27 kilometre pipeline to the Mtwara Power Plant where it generates electricity for numerous local communities.

The Transaction is subject to pre-emption rights. The preemption period is 30 days from the issuance of the preemption notice. Notice was given to the remaining partners on January 30, 2012 and therefore the pre-emption period ends on February 29, 2012. The Transaction is expected to close immediately following the pre-emption period or sooner if both partners notify Wentworth of their intent in writing prior to the end of the pre-emption period but could extend beyond that date depending upon Government approvals.

South African government has approved the acquisition of a 70% interest in each of Roodepoort and Bankfontein thermal coal projects received.

TAXLANX ACQUISITION OF WARTA

WENTWORTH ACQUISITION OF COVE ENERGY’S 100% OWNED SUBSIDIARY, COVE ENERGY TANZANIA MNAZI BAY LIMITED

ACQUISITION OF ROODEPOORT AND BANKFONTEIN

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Once the transaction is completed Talanx will control the second-largest insurance group in Poland, according to Financial Supervision Authority data.

Aon Benfield Securities Limited was the sole financial adviser to Talanx International AG and Meiji Yasuda Life Insurance Company. After closing of the transaction Meiji Yasuda, Talanx’s Japanese joint venture partner, will acquire 30 per cent of the Warta shares from Talanx International.

The ABS team was led by Ross Milburn (pictured) (Managing Director) together with Paul Rayner and John Rowlands. The ABS team worked closely with Marc Beckers of Aon Benfield (Head of Analytics, EMEA) throughout the transaction.

Ross commented: “The sale of Warta by KBC was a relatively high profile and public process. The target represented an attractive strategic opportunity with a strong market position (being the second largest Polish insurance company) in a growing market. ABS drew on local Polish market expertise within the Aon Group together with specialist skills of the ABS team itself to provide timely advice to its clients.”

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Drilling undertaken by Xceed on these projects as part of the Company’s due diligence confirms potential for export grade resources to be developed.

The acquisition of the Roodepoort and Bankfontein projects maintains the Company’s focus on the Witbank/Ermelo coalfields with the intention that a number of mutually supporting coal mining operations can be established in future.

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Transactions from Around the World READSOFT ACQUISITION OF FOXRAY

GRAHAM WHITE MANUFACTURING COMPANY ACQUIRED

AMPLITUDE RAISES 30 M IN A TRANSACTION LED BY CATHAY CAPITAL

ReadSoft, the world leader in Document Process Automation solutions, today announced the acquisition of privately held foxray AG, a leading developer of Business Process Automation platforms and solutions. foxray employs 40 people and their main market is Europe. The revenues for 2011 was approximately 7 MEUR and with a positive EBITresult.

On February 3rd 2012, Faiveley Transport has successfully completed its acquisition of 100% of Graham White Manufacturing Company, a leading designer and manufacturer of compressed air drying technology and brake components for locomotives and rail transit markets.

Graham-White’s annual sales reached more than $70 million in 2011, of which 90% was generated in the USA.

ReadSoft offers market leading solutions for Document Process Automation and is the largest vendor for automated invoice processing solutions globally. The ambition is to grow organically and via acquisitions of companies that have complementary technology and distribution power in areas that fits the strategic roadmap of ReadSoft.

Concerning this operation, 209,441 new Faiveley Transport shares, representing 1.45% of the group’s share capital, have been issued to former Graham-White shareholders.

Amplitude, leading player in the ultra-fast laser sector, has raised nearly €30 m in a financing led by Cathay Capital Private Equity, together with Mérieux Développement, FCID, the SME fund financed by FSI France Investissement and managed by CDC Entreprises and Auriga. Bringing together several co investors around the founding management team, the financing will give the group the necessary financial resources it needs to pursue its strong growth. Over the last ten years, the Amplitude group, created on the initiative of Gilles Riboulet and Eric Mottay, has emerged as a global leader in the design and manufacture of ultrafast lasers intended for a clientele of industrial companies (Amplitude Systems) and major research laboratories (Amplitude Technologies). Go4Venture was sole financial adviser to the Company and its shareholders with a team composed of Jean-Michel Deligny, Managing Director, Justin Stebbins, Director and Oliver Staves, Analyst. Jean Michel commented: “Go4Venture used its specialist expertise to run a thorough selection process. The Investors approached included venture as well as private equity funds, reflecting the mix of Amplitude’s activities: well-established, profitable business selling equipment for research and eye surgery applications; and a venture opportunity around high power laser sources used in proton-based cancer therapy.

“The process generated close to ten detailed offer letters, which were narrowed down to three negotiated termsheets, which was the basis to decide on the investor syndicate.

This resulted in outstanding terms for Amplitude’s shareholders, hence existing financial investors eventually deciding to exit their position entirely.”

KBRC & Associés acted on behalf of the target companies, consisting of Amplitude Technologie, Amplitude Systèmes and Phase, the holding company, on the deal.

Philippe Bédard led the team, he commented: “KBRC has accompanied Phase-Amplitude for ten years, actually from the beginning of this success story.

“During this long term relationship it always has been a great pleasure to work with and for the extremely competent and friendly team: obviously Gilles Riboulet and Eric Mottay but also all the other founders and shareholders of Amplitude group, “the colleagues” as they call themselves.”

The main business of foxray is to develop and market their software product suite xbound, a highly sophisticated Business Process Automation platform. The main market focus of foxray has been Europe and foxray has recently expanded in to Asia. foxray’s specific expertise lies in high volume document production sites for larger organizations such as banks, insurance companies, government, service centers/bureaus and outsourcing companies, but foxray is also a strong contester for general BPO (Business Process Outsourcing) solutions, especially in high volume areas.

This operation will reinforce Faiveley Transport’s position in the US and both companies will benefit from significant new opportunities thanks to an enlarged product range and complementary customer bases.

xbound will be integrated into the ReadSoft Capture technology stack. The sales and delivery organizations of both companies will be combined. Jointly, it is intended to achieve a substantial leap in technology leadership, to strengthen the competitive power and the global market lead of ReadSoft considerably. It will also enable ReadSoft to draw on a broader base of highly skilled people, increase its sales power and expand the target market into more Business Process Automation related solutions. foxray AG and its shareholders were advised by Board Advisors AG, Switzerland.

READSOFT ACQUISITION OF FOXRAY

FAIVELEY TRANSPORT ACQUISITION OF GRAHAM WHITE MANUFACTURING COMPANY

AMPLITUDE RAISES €30M

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Transactions from Around the World NOVELIS INC ACQUISITION OF OUTSTANDING MINORITY INTEREST IN ITS KOREAN SUBSIDIARY Novelis Inc, the world’s leading provider of aluminium rolled products, has acquired the outstanding minority interest in its Korean subsidiary.

Novelis previously announced that it would purchase 31.2 percent of the outstanding shares in its Korean Subsifiary for $350m, raising its ownership to more than 99 percent.

Novelis has borrowed $225m through a secured term loan and plans to fund the remaining purchase price with existing liquidity sources.

Phil Martens, president and CEO of Novelis, commented: “Our decision to buy out the minority shareholders in Novelis Korea represents another key step in Novelis’ strategy to prepare for future growth in Asia.

“We believe this transaction will provide Novelis with greater control of our manufacturing assets in the region while at the same time helping to drive our ongoing initiatives for globally integrated operations.”

Shin & Kim assisted in the transaction advising the sellers on, among other things, the structuring of the deal, negotiation of the share purchase agreement and other transaction documents, and closing.

The team was led by Beomsu Kim, Tong-Gun Lee, Myong Hyon (Brandon) Ryu, and Tae-Yong Seo. Tong-Gun Lee commented: “Various transaction structures were considered and our firm was proactive in devising and proposing creative deal structures to accommodate the parties’ differing needs.”

MAC STATION TECHNOLOGIES INC SHARES ACQUIRED

CSL DUALCOM £32 MILLION MANAGEMENT BUY OUT

Glentel Inc has completed the purchase of 80% of the outstanding common shares of Mac Station Technologies Inc, based in Vancouver. The purchase price is undisclosed.

Mac Station is an authorized Apple Retail Specialist and has three stores in Vancouver, Burnaby and Abbotsford, British Columbia. The company has been an exclusive Apple dealer since 1993 and offers business and consumer sales and services of Apple Mac, iPod, iPad and iPhone products by its 45 Mac Station team members.

UK Mid-market private equity firm Bowmark Capital has backed the £32m management buy-out of CSL DualCom , Britain’s largest provider of dual-signalling products and services for intruder alarms, from Octopus Ventures.

Glentel is a leading provider of innovative and reliable telecommunications service and solutions in Canada and the USA. Founded in 1963, and headquartered in Burnaby, the company comprises three operating divisions that service thousands of consumers and commercial communications.

Cary Skidmore, Glentel’s Executive vice President and CEO, commented: “We look forward to exciting growth as we partner with, and benefit from, the 18 years of Apple expertise.”

Harald Sinow, Mac Station’s President, added: “We now have the ability to grow our Mac Station store network showcasing the ultimate in Apple products and user experience with excellence.”

CMW Insurance Services Ltd assisted in the transaction, representing Glentel, with whom it has a long-standing relationship.

Tracy Hayes (pictured), CMW Account Executive, commented: “There were no major challenges in completing this deal. The Mac Station Technologies Inc property and liability insurance coverage was rolled into Glentel’s current general insurance program.”

CSL pioneered dual-signalling technology, whereby signals are transmitted over both a traditional fixed telephone line and a wireless network, in the late 1990s. This is now regarded as the standard format for alarm signalling and is specified by all leading insurance companies.

The company has grown rapidly over the past five years.

Today, CSL manages the signalling for over 125,000 intruder alarms located in commercial, retail and residential premises across the UK. These are connected to alarm receiving centres via its proprietary communications network, which it has developed in partnership with Vodafone.

Bowmark Capital provided £13m of equity to finance the transaction, acquiring a majority interest in the company.

Octopus extended its debt facilities to £10m, thereby further supporting CSL’s future growth, having crystallised its equity investment through the sale, the firm said in a statement.

Bowmark investment director Paraag Davé commented: “CSL has an outstanding reputation based on its strong product suite and excellent customer service. We are delighted to be backing such an experienced team in the next phase of development of the business.”

NOVELIS INC ACQUISITION OF OUTSTANDING MINORITY INTEREST IN ITS KOREAN SUBSIDIARY

GLENTEL INC ACQUISITION OF OUTSTANDING SHARES IN MAC STATION TECHNOLOGIES INC

CSL DUALCOM £32 MILLION MANAGEMENT BUY OUT

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Transactions from Around the World CORE MEDIA GROUP ACQUISITION OF MEDIAWORKS

DIAGEO ACQUISITION OF META ABO BREWERY SHARE COMPANY

NOVOZYMES BIOPHARMA SWEDEN AB ACQUIRED

With combined billings in excess of €160 million per annum, the deal will secure Core Media Group’s position as the largest media buyer in the Irish market. Core Media Group is majority Irish owned and the acquisition of Mediaworks brings staff numbers in Core Media Group to 116 in Ireland.

Diageo has concluded the acquisition of the Meta Abo Brewery Share Company in Ethiopia with the purchase of the entire share capital for $225m.

Repligen Corporation has acquired the business of Novozymes Biopharma Sweden AB, the Swedish unit of Novozymes Biopharma, a company focused on the manufacture and supply of growth factors used in mammalian cell culture and Protein A affinity ligands used in the production of monoclonal antibodies. The transaction was an all-cash transaction.

Whilst the day to day running of Mediaworks will operate as is, this development allows Mediaworks access to additional research tools and resources to further strengthen our offering, to the ultimate benefit of our clients.

Alan Cox, chief executive, Core Media Group, said: “Mediaworks is a highly respected company and a very successful business with a similar culture and approach to our own. This deal is the latest in a series of investments that we are making in our business to grow our market share and expand our service offering. In addition to our acquisition plan, we are continuing to invest heavily in developing our digital and research divisions which will account for 31% of our revenues this year.”

Paul Moran added: “The acquisition of Mediaworks by Core Media is great news for both our staff and our clients.

We are delighted with this development which allows Mediaworks to maintain close personal client contact while benefitting from the buying power, resources and tools behind Ireland’s largest media communications group.”

The acquisition gives Diageo direct access to the Ethiopian beer market and complements Diageo’s existing premium spirits business in the country.

Meta Brewery is the second largest beer company in Ethiopia with a volume share of approximately 15%. From its brewery near Addis Ababa it produces and distributes its flagship national lager brands, Meta and Meta Premium.

Nick Blazquez, President Diageo Africa, commented: “Gaining access to this exciting beer market is part of our strategy of participating at scale in beer and spirits growth in Africa, and I am delighted that we are able to announce the completion of this acquisition. Meta is a strong national brand that has great heritage in Ethiopia. We will invest behind this sustainable growth of the brand, the business and the wider communities in Ethiopia.”

Ernst and Young participated in the transaction, representing Diageo.

Zemedeneh Negatu (pictured), who is the Managing Partner for Ethiopia and the Head of Transaction Advisory Services (TAS) for Ernst & Young Eastern Africa was the overall global team leader which included 17 professionals.

Negatu commented: “Diageo won a hard fought deal for Meta Brewery against several of its global competitors including SABMiller and Heineken to enter one of the fastest growing economies in the world, Ethiopia, which is also the fourth largest economy in Africa.”

This transformative acquisition elevates Repligen to a world-leading supplier of products for manufacturing biologic drugs and provides the path to sustainable growth and profitability. The combined company is expected to generate total revenue of approximately $50 million in calendar year 2012.

The Novozymes Biopharma Sweden AB acquisition diversifies and expands Repligen’s product offering and customer base while doubling the company’s manufacturing capacity.

The business is located in Lund, Sweden and operates a 45,000 sq. ft., c-GMP capable production facility which was recently renovated with an investment of $25 million.

The products acquired in this transaction are anticipated to generate $16-$17 million in revenue in 2011, and are sold primarily under long-term supply agreements with major life sciences companies including EMD Millipore, SigmaAldrich Corporation and GE Healthcare.

Walter C. Herlihy, President and Chief Executive Officer of Repligen Corporation, said: “We are very pleased to have achieved our goal of creating a path to sustainable profitability for the Company through the acquisition of the business of Novozymes Biopharma Sweden AB. We look forward to quickly integrating our Swedish colleagues, leveraging the synergies within the combined organization and to continuing to supply premium products for the manufacture of biologic drugs.”

CORE MEDIA GROUP ACQUISITION OF MEDIAWORKS

DIAGEO ACQUISITION OF META ABO BREWERY SHARE COMPANY

REPLIGEN CORPORATION ACQUISITION OF NOVOZYMES BIOPHARMA SWEDEN AB

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Transactions from Around the World PHOTOMEDEX INC/ RADIANCY INC MERGER

GARDNER DENVER INC. ACQUISITION OF ROBUSCHI SPA

€12M EQUITY INVESTMENT FOR SIRA GROUP SPA

PhotoMedex Inc, a producer of laser, LED light systems and skin care products for dermatological applications, and leading aesthetic and dermatological device manufacturer, Radiancy Inc, have merged, with Radiancy becoming a majority-owned subsidiary. Founded in 1998, Radiancy Inc is a leading developer, manufacturer and seller of home-use and professional aesthetic and dermatological use devices under its proprietary brand, no!no!, for various indications including hair removal, acne treatment and skin rejuvenation (which addresses acne clearance, skin tightening, psoriasis care and hair removal ). Many of Radiancy’s products are sold to physician clinics and spas.

Radiancy’s products are supported by two core proprietary technologies known as LHE (Light Heat Technology) and Thermiconcost performance. LHE combines allows very large treatment spot sizes with less discomfort without the requirement of skin cooling.

Gardner Denver Inc. has acquired 100% of the outstanding shares of Robuschi SpA, a manufacturer of blowers and pumps, from Aksia Group SpA, a private equity firm, for €152 million.

Sira Group SpA, a manufacturer of radiators for heating based in Italy, has received €12m equity investment from Fondo Italiano di Investimento.

Fahn Kanne & Co. Grant Thornton Israel is one of the six leading accounting firms in Israel and assisted in the transaction providing PhotoMedex Inc with a highly experienced team led by Ilanit Halperin (pictured left) partner in charge for the technology industry practice, and assisted by Nir Yenni (pictured left), our firm’s new audit partner. Halperin commented: “Our firm has a longterm relationship with the Radiancy group, being the independent public accountants firm since 2005, of a successful private company. It is always a challenge to lead a cultural change where companies transform from private to public. Meeting tight deadlines of issuing consolidated financial statements was certainly a foremost challenge during the process. Countless technical skills were demanded, especially when dealing with technical issues which derived from the reverse merger acquisition.

Working together with the company as a team, unleashing their potential for growth, was a long and challenging journey on the road to success.”

Deloitte Financial Advisory Services Spa provided financial due diligence services on the deal.

PHOTOMEDEX INC/ RADIANCY INC MERGER

GARDNER DENVER INC. ACQUISITION OF ROBUSCHI SPA

FONDO ITALIANO DI INVESTIMENTO INVESTMENT OF 12M OF EQUITY IN SIRA GROUP SPA

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Robuschi has annual revenues of approximately €70 million.

The acquisition involves a strategic addition to the Gardner portfolio and is an excellent fit with its Industrial Products.

The acquisition will allow Gardner to provide significant cost synergies as the company continue to optimize its European manufacturing footprint supported by the principles of the Gardner Denver Way. Baker & McKenzie is acting as legal advisor to Gardner Denver, while Robert W Baird & Co Incorporated is acting as financial advisor and Dewey & LeBoeuf is acting as legal advisor to Robuschi.

Fondo Italiano will own a minority stake in the group, which was founded from the Gruppioni family in 1959. Today the company, employs approximately 800 people in its facilities in Italy, China, Romania and San Marino Republic, and has a turnover of €46m.

The investment is expected to help Sira grow both organically, to increase its current capacity, and through acquisitions, to expand its product offerings and customer base.

The company recently bought certain assets of Faral SpA, which manufactures radiators, and has already started talking to acquire a business active in the field of die-casting in aluminum.

Fondo Italiano di Investimento in this acquisition was supported by MeA Consulting, a management consulting company based in Bologna. The team, led by Massimo Milan (pictured), partner of MeA Consulting, performed a business due diligence.

MeA Consulting has worked with Fondo Italiano di Investimento since their birth, assisting them in the assessment of the attractiveness of a few potential deal targets.

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Transactions from Around the World K+S AKTIENGESELLSCHAFT ACQUISITION OF SOLNÉ MLÝNY A.S (SMO)

DEUTSCHE BETEILIGUNGS AG ACQUISITION OF SPHEROS GMBH

DUTCH VC PRIME VENTURES HAS INVESTED €13M IN TAKEAWAY.COM

Esco (european salt company GmbH & Co KG) a wholly owned subsidiary of K+S Aktiengesellschaft has acquired Czech salt processing company, Solné Mlýny a.s (SMO), from Czech trading group EQUUS for an undisclosed sum.

Deutsche Beteiligungs AG has acquired a majority shareholding in Spheros GmbH as part of a management buy-out from Baird Capital Partners Europe and CAPCELLENCE Mittelstandspartner GmbH.

With the additional capital, the Dutch company behind the food ordering service aims to continue its international expansion, after starting local websites in a number of European countries (including Belgium, Austria, the UK and Germany).

SMO is a major supplier of salt products in the Czech Republic and also operates in other European markets.

The remaining shares remain in the possession of the Spheros management. This transaction marks the withdrawal of Baird Capital Partners Europe and CAPCELLENCE Mittelstandspartner GmbH, two financial investors who have successfully supported the company since the management buy-out six years ago.

The company has been operating the salt processing business in the eastern Czech city of Olomouc since 1921 and currently employs about 70 people. Particularly in the table salt segment, the company has a brand that is well known nationwide and enjoys a high level of recognition, and is established in the market with a wide product range of food grade, industrial and de-icing salts.

With Deutsche Beteiligungs AG the Spheros management has acquired a strong partner who, for the past 45 years, has been one of Germany’s leading private equity companies.

In a normal year, SMO sells around 100,000 tonnes of its various salt products and has until now been one of Esco’s customers in the important Czech market.

Alfery Hrdina Advokati and WTS Alfery assisted in the transaction with Dr. Pavel Alfery-Hrdina (pictured) leading the project. The legal part of the transaction was covered also by JUDr. PhDr. Vladimir Brejcha and Mgr. Bc. Roman Knedlhans. The financial and tax due diligence was covered by Ing. Jana Alfery, LL.M. and Ing. Josef Mašek.

Takeaway.com enables people order food from vetted restaurants online – from websites like Pizza.co.uk and Thuisbezorgd.nl, or even from mobile apps which can be downloaded for use with iPhone and Android handsets.

So far, the company has partnered with more than 9,000 restaurants and claims to generate more than €100m in annual order revenues (serving over three million customers).

T akeaway.com was founded in 2000 by Jitse Groen, and competes heavily with Just-Eat.com, a company which provides a similar service and which claims 20,000 restaurant partners as well as four million monthly orders across Europe.

Norton Rose advised Prime Ventures with the deal being led by Amsterdambased partner Marcel van de Vorst (pictured) assisted by Coen Barneveld Binkhuysen. The notarial part of the transaction was handled by Geert-Jan van Rijthoven (partner/notary) assisted

by Pauline Margry.

Dr. Pavel Alfery-Hrdina commented: “The owner of the shares in Solné mlýny, a.s. was in insolvency proceedings and the insolvency administrator having the right of disposal over the shares opened a tender for the best potential buyer of shares of the owner`s bankruptcy estate. Therefore, as a potential buyer we had to comply with many obligations and conditions laid down by the administrator and accept a variety of restrictions when processing the legal, financial and tax due diligence (such as e.g. limited access to all documents).”

K+S AKTIENGESELLSCHAFT ACQUISITION OF SOLNÉ MLÝNY A.S (SMO)

DEUTSCHE BETEILIGUNGS AG ACQUISITION OF SPHEROS GMBH

DUTCH VC PRIME VENTURES 13M INVESTMENT IN TAKEAWAY.COM

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Transactions from Around the World STIRLING SQUARE CAPITAL PARTNERS ACQUISITION OF VISCOLUBE SPA Stirling Square Capital Partners, the leading pan-European private equity firm, has acquired a majority interest in Viscolube SpA, the Italian leader in the used oil recycling sector. The stake is being acquired from Mr Giorgio Carriero and his family, who will retain a minority interest. Mr Carriero, who had previously acquired a minority stake owned by ENI S.p.A., will continue as President of Viscolube.

Established at Pieve Fissiraga in 1963, Viscolube has grown as demand for the regeneration of used motor oil has grown. The company transforms collected used motor oil originating from both automotive and industrial uses into regenerated base oil whose properties, thanks to Viscolube’s state of the art technology, are of equivalent quality to virgin base oil. Stirling Square plans to grow Viscolube through further capital investment in its plants, most immediately with the development of a pre-treatment facility in Pieve Fissiraga and the enhancement of the hydrogen and hydrotreating units in Ceccano. Terra Nova Advisers has been the financial advisor to the sellers. Stefano Devescovi, who is founder and managing partner of Terra Nova Advisers, led the execution team and commented: “We guided Mr. Carriero through the various possibilities and introduced him various potential parties. As a matter of fact he wanted to continue being involved in the company and therefore he found in Stirling Square the ideal partner for the next development phase of the company.”

ENVIRON Italy has been advisor for the environmental matters to Stirling Square in the deal, with the team being led by Andrea Campioni (pictured left), Principal, and Roberto Salvati (pictured left), Manager. Campioni commented: “ENVIRON support was functional to help identifying the vending parties responsibility profiles and the associated costs for the identified environmental liabilities, challenging with time and regulatory complexities.”

EADS ACQUISITION OF VIZADA EADS has acquired Vizada, a leading independent provider of global satellite communications services, for its Astrium Services division. The company will be integrated into Astrium Services and contributes to EADS’ strategic Vision 2020.

Vizada is a leading independent provider of global satellitebased mobility communication services, serving customers across sectors including maritime, aero, land, media, NGO (non-governmental organizations) and government/ defence. Via all satellite network operators, it offers mobile and fixed connectivity services both directly and through a distribution network of over 400 re-sellers.

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Vizada has over 200,000 users around the world. Vizada is present in five continents with over 700 employees. Vizada expects to generate around $660 million in revenue and $95 million EBITDA in 2011.

Astrium Services covers Telecom Services, Secure Satcom Systems, and Geo-Information Services. Vizada will become a fourth business line within Astrium Services enabling the continued diversification of Astrium’s customer base, and providing a complete range of fixed, handheld and mobile solutions across both secure commercial and military-hardened satcom networks. Astrium Services and Vizada teleport infrastructures will be combined to serve all customers in the most remote areas, offering a global coverage and seamless connectivity.

Eric Béranger, CEO of Astrium Services, said: “Vizada being a world leader in commercial satcom services is the perfect complement to our existing satellite communications portfolio which is heavily focused on governmental and secure civil satcom. Bringing Vizada together with Astrium will enable us to be more innovative, diversifying our range of services and providing our customers with greater flexibility”.

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ACQUISITION INTERNATIONAL