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
Financial Adviser to the Vendor
Legal Adviser to the Purchaser
Debt Provider
GODREYS EQUITY SWAP
Legal Adviser to Syndicate of senior lenders to the Godfreys Group
Financial Adviser to the Purchaser
Legal Adviser to the Purchaser & Equity Provider Legal Adviser to the Vendor Financial Due Diligence Provider
Legal Adviser to the Vendor
Legal Adviser to the Equity Provider
Tax Adviser
Risk & Insurance Due Diligence Provider M&A Adviser to the Sellers
Lead Legal Advisers to the Syndicate of Senior Lenders
Environmental Due Diligence Provider
RPS Management Team Due Diligence Provider
ACQUISITION INTERNATIONAL
March 2012 /
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