Acquisition International February 2014

February 2014 /

32 38 50 60 67 71

IN THIS ISSUE/ Tanzania: Land of Vast Opportunities: EcoBank explain why Tanzania is increasingly becoming a smart investment choice.

Spain: In the Spotlight: Montero Aramburu Abogados talk to us about Spain’s recent upsurge in economic growth.

Is a Captive the Ideal Insurance Solution to Finance Your Risks?: Acquisition International put’s the question to FiscalReps.

Germany: The Road Ahead: ERM tell us why Germany presents an ideal location for trading goods and services.

2014: All Eyes on Brazil: We discuss how business is set to soar this year with Toron, Torihara e Szafir Advogados.

Paraguay: Introducing the Next Global Boom: A.I. speaks to experts Peroni, Sosa, Tellechea, Burt & Narvaja.

YILDIRIM Group’s Acquisition of Mechel`s Chrome Assets After a very competitive international tender among eight bidders, YILDIRIM is now the owner of Mechel Chrome’s vertically integrated Voskhod Mining Plant in Kazakhstan and Tikhvin Ferroalloys Plant (TFP) in Russia / 10

Deals of the month:

Euronav Acquisition of Maersk VLCC fleet /26 WPCS International Acquisition of BTX Trader /27 Birlasoft Acquisition of CRM Cloud partner /28

Deals of the year

A.I. 2013 Legal Awards AI speaks to NZP Nagy about their German Cross Border Law Firm of the Year award. / 13

Fonds Cauris Croissance II invests in Azalaï Hotels regional expansion / 14 Sovcombank’s acquisition of GE Money Bank / 16 Winn secures significant investment for expansion / 18 Amethis Finance’s investment in Kenya’s Chase Bank / 20 Waters acquisition of Nonlinear Dynamics Ltd / 22 Ant Capital acquisition of Moonstar / 23 Dealmaker 2013: De Gaulle Fleurance & Associés / 24

2014’s Pipeline to Success Experts from New Zealand, DLA Phillips Fox and The DRC, Etude Kabinda explain more. / 79

Meet the winners...

www. ACQUISITION-INTL .com

Effectively Resolving IP Disputes in the Pharmaceutical Industry Head of the science group of LexOrbis, Mr Rajeev Kumar considers how effectively IP disputes are resolved. / 56

FATCA: Are you Prepared?

We find out what to expect from Ibrahim AlBassam of UHY AlBassam CPAs & Consultants. / 92 Forming an SME & Trading in... Ghana Acquisition International talks to the Law Offices Of Kwame Agati. / 100

DEEP & FAR Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country.

The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/ or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate.

The fascinating rise of this firm begins from the founder of Deep & Far attorneysat-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law.

The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm.

Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.

We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries.

This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals. We strongly believe that we will win more applause from clients all over the world.

www.deepnfar.com.tw

CONTENTS: February 2014

Editors Comment In January 2014 we saw the return and domination by large merger and acquisition (M&A) deals, as the volume of announced worldwide M&A transactions during the first month of the year exceeded $355 billion. According to data from the S&P Capital IQ database, this robust start to the year was more than double the volume of announced worldwide deal activity in January 2013 ($155.6 billion), and was the strongest start to a year for M&A transactions since 2000 when $431 billion in deals occurred.

The deals that contributed to this year’s strong start include Charter Communications Inc.’s offer to purchase Time Warner Cable Inc. in a transaction valued at $62.6 billion including assumed liabilities, and Japan’s Suntory Holdings Ltd.’s purchase of U.S.-based distiller Beam Inc. for nearly $16 billon. Those two transactions accounted for 29% of worldwide M&A proceeds volume last month. In terms of European deals, the largest announced transaction last month was Liberty Global’s offer to acquire the remaining 71.5% stake in Netherlands-based media firm Ziggo N.V. for $11.3 billion on Jan. 27, 2014.

Regarding Asian M&A, the largest announced deal last month involved Swan Fiber Co. Ltd. agreeing to acquire a 60% stake in Jilin Jiyan High-Tech Fibers Co. Ltd. from Shenyang Zhongheng New Materials Co. Ltd. For $7.33 billion on Jan. 3, 2014.

CONTENTS — February 2014

Yildirim Group’s Latest Acquisition is Mechel’s Chrome Assets: After a very competitive international tender among eight bidders, YILDIRIM is now the owner of Mechel Chrome’s vertically integrated Voskhod Mining Plant in Kazakhstan and Tikhvin Ferroalloys Plant (TFP) in Russia. /10

This month the trend continues with an energetic buoyant market full of deal of activity across globe - those who can still remember the good of days (pre 2008) I am sure are making comparison and indeed getting excited for what the future brings. Although we are still a long way off the deal volume of pre crunch, it’s nice to see the market finally going in the right direction!

News: /4

Enjoy the issue!

Powered by Zephyr/ Bureau van Dijk.

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

How to get in touch AI welcomes news and views from its readers.

Correspondence should be sent to; Address/ Acquisition International, Unit 10 Barton Marina, Barton Turn, Barton Under Needwood, Burton on Trent, Staffordshire, DE13 8AS. Tel/ +44 (0) 1283 712447 Email/ reception@acquisition-intl.com Website/ www.acquisition-intl.com Find us on/

The Latest News Stories From Around The World.

Sector Talk: /8

Deals of the Year: /14-24 Meet the winners.

Deals of the Month: /26-28 Our regional round-up travels the globe to bring the experts’ view.

Deal Diary: /102 @acquisition_int

Introduced

by Zephyr/ Bureau van Dijk.

9/ 13/ 30/

Dealmaker of the Month 2013 Legal Awards Dealing Effectively with the Challenges of Transfer Pricing 32/ Tanzania: Land of Vast Opportunities 36/ Indonesia: Emerging Economic Giant 38/ Spain: In the Spotlight 40/ Gambia: An Investment Haven 41/ A Healthy Future for Egypt’s Economy 42/ Assett Finance 43/ Japan: An Irresistable Location for Foreign Investors 44/ Scotland: Looking Ahead to 2014 46/ The AIFMD: Six Month’s On 48/ The Offshore Recovery 50/ Is a Captive the Ideal Insurance Solution to Finance Your Risks 52/ Managing Wealth 56/ Effectively Resolving IP Disputes in the Pharmaceutical Industry 60/ The Road Ahead 67/ 2014: All Eyes on Brazil 71/ Introducing the Next Global Boom 75/ Arbitration Seats 76 Arbitrating Maritime Disputes 79/ 2014’s Pipeline to Success 89/ Introducing 2014’s Most Regarded Litigators 92/ FATCA: Are You Prepared 94/ 2013 Q4 Year-End Review 96/ Bahrain 97/ Leading Adviser: UAE 97/ Romania: On the Rise to Economic Recovery 98/ Investment From Around the World 100/ Global Expertise Directory 102/ PlayHard

Acquisition International | February 2014 |

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NEWS: from around the world

News: from around the world Appointments Tungsten Corporation plc strengthens management team with three key appointments Heavy-weight talent extends the group’s marketing and operational leadership Tungsten Corporation plc (TUNG), the company that accelerates global trade by combining the OB10 e-Invoicing network with spend analytics and supply chain financing, has made three senior-level additions to its executive team.

Lincoln Jopp has joined Tungsten as chief operating officer, while David Newberry and John Hall have joined as chief marketing officer and head of major accounts EMEA respectively. These appointments support the organisation’s ambition to become the number-one global trading platform.

As COO, Lincoln Jopp is responsible for ensuring the stability and security of the OB10 e-Invoicing network, and integrating it with Tungsten’s supply chain finance and analytics operations. A former career soldier, Lincoln has a wealth of experience in running international operations across the globe and led the 1st Battalion Scots Guards in Afghanistan. After command he became assistant head of the UK Ministry of Defence’s Strategy Unit. Lincoln joins Tungsten from Truell International Permit Systems where he was CEO. He is also a non-executive director of Impellam plc.

David Newberry comes to Tungsten from Pitney Bowes, where he was chief marketing officer for its $800m software division. His resume includes 20 years at British American Tobacco in various business development roles; co-founder of a marketing procurement software firm; and CMO leadership positions in the B2B technology space.

Commission Crowd: An Innovative New Approach for Sales Growth in an Age-Old Industry New digital marketplace to help companies find, manage and learn to work with commission-only sales agents As a business owner you may have wondered if you could utilise professional commission-only sales agents to grow or expand your business into new or existing territories. But like many companies, you may not be sure where to look for sales agents or even how to present your opportunity so that it attracts the right people.

The pay-on-performance sales industry has been around for well over a hundred years and is popular across many industries as a cost-effective alternative to hiring in-house sales staff. “Companies are willing to outsource their back office operations. So, why not the salesforce?” Says Steven Hamm from Bloomberg’s Businessweek.

An independent sales rep, also more commonly known in the US/Canada as a manufacturer’s rep, or in the UK as a self-employed sales agent or commercial agent, is essentially a self-employed individual who provides sales as a service on a commission-only basis. The sales rep will usually represent at least two related but non-conflicting product lines in a welldefined territory where agents tend to have pre-existing contacts.

John Hall has extensive industry experience in rolling out shared services and outsourcing programmes for organisations such as DHL, DSM and American Standard. He brings with him skills in change management and leadership, and is responsible for managing and expanding the team of strategic account relationship owners who help customers achieve their long-term e-Invoicing goals.

There are many reasons why a company would want to partner with independent sales agents. These may include: • Lower overheads and financial risk associated with taking on employees • Entering broader or international markets • Expansion of local markets or territories

“It’s essential that we have the best talent to evolve our business and build strong relationships with customers,” says Edmund Truell, Group CEO at Tungsten Corporation. “I’m delighted to welcome Lincoln, David and John to the team, and I look forward to working with them closely as we grow Tungsten Corporation and deliver our vision.”

Ryan Mattock, co-founder of CommissionCrowd, explains: “companies tend to realise the advantages of partnering with self-employed sales agents but many struggle to find this type of sales professional as well as manage multiple remote working relationships with ease. At one stage we were company principals ourselves and found it extremely difficult, so CommissionCrowd was born out of our own need to simplify and update an age old industry by providing modern functionality to both sides of the market.”

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| Acquisition International | February 2014

NEWS: from around the world

Experienced commission-only sales agents tend to have many contacts within a particular target market and are looking for new additional noncompeting products or services to add to their existing portfolio. Essentially this means a company can tap into a sales rep’s existing network and expand their reach very quickly. In-fact, Intel bought Digital Equipment Corp’s semiconductor business and used outside sales professionals to sell three lines of products in markets where its normal salesforce had no experience and few contacts. The result was a fast take-off and a strongly growing business.

Bob Alesio, sales director of AMCI, a global US based manufacturer of industrial control systems whose company outsources their entire sales function, says “Our decision to outsource our sales and use independent reps was based on our goal of establishing a sales force in an effective but efficient fashion. Contracting independent manufacturers’ reps allows us to manage our salesforce costs in relationship to growth vs significant upfront costs associated with employed sales representatives.”

Companies are also starting to realise that sales outsourcing falls in line with other more commonplace outsourcing activities such as accounting, legal, and HR. Mattock also suggests that many businesses make the mistake of ‘hiring’ and ‘managing’ commission-only sales agents in the way they would an in-house employee. “Wise companies approach commissiononly sales partnerships in the same way they would any other relationship with an external contractor who is paid upon completion of services, an accountant or lawyer for example.”

Keith Crispin, who has been a self-employed sales agent for over 30 years, explains the main reason for deciding to become self-employed was; “the desire to use my professional contacts to earn more, but also I like the freedom to be in charge of my own destiny.”

Understanding how to work effectively with an independent sales rep is one of the key things sales agents look for when considering your company’s opportunity, explains Laura McGregor, co-founder of CommissionCrowd: “We’ve spent a lot of time talking with self-employed sales agents and one of the most consistent messages we hear is that they want to work with companies who understand how to do business with them.”

CommissionCrowd are currently taking applications for early access to their platform via lifetime VIP founding membership and running a series of free webinars to help companies better understand how to build profitable partnerships and shape opportunities around the key factors that commission-only sales agents are looking for.

The free webinars are scheduled during February and March 2014 and are aimed at company owners, HR managers and sales directors interested in learning more about the self-employed sales industry. Full details and registration can be found by visiting: commissioncrowd.com/companies/

Acquisition International | February 2014 |

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NEWS: from around the world

Appointments Reed Smith continues its finance expansion Leveraged finance partner joins team in London Global law firm Reed Smith has announced the appointment of leveraged finance partner Ben Davis to its UK finance practice. Ben, previously at Travers Smith, will join the firm’s London office on 18 March.

Ben’s practice focuses primarily on leveraged finance; he also advises on corporate facilities, refinancings, debt restructurings and general banking matters. His clients have included private equity sponsors, corporate borrowers, financial institutions and alternative lenders.

His recent representations include a number of debt funds and alternative lenders participating in the leveraged finance market (involving senior, unitranche, mezzanine and PIK facilities). Ben will draw on Reed Smith’s full-service capability in London, including strong corporate, private equity, tax and regulatory teams. The London finance team, part of the firm’s global financial industry group, regularly represents banks, sponsors, alternative lenders and corporations. More broadly, the firm’s finance practice is a major player in the US and has strong offerings in France, Germany, the Middle East, as well as across the Asian markets.

Reed Smith has made significant strides in recent years to grow its global and Europe, Middle East and Asia finance practice, an ongoing strategic priority. In 2012, the firm launched its structured finance practice with the arrival of partner and head of structured finance Tamara Box, who now heads up a 25-strong team of lawyers based in London. 2012 also saw the launch of the firm’s Europe and Middle East private equity group with the arrival of partner and head of EME private equity Perry Yam. Transactions on which the team has recently advised include: • Representing Siemens plc, Siemens Financial Services and Siemens AG in the completion of the £1.6 billion Thameslink transaction. The largest contract ever awarded to Siemens plc.

• Advising CBPE Capital on its £100 million acquisition of award-winning restaurant group Côte Restaurants.

• Advising ICICI Bank UK PLC as Mandated Lead Arranger and Bookrunner on its syndicated loan facility to Hope Construction Materials Limited, a portfolio company of Mittal Investments.

Nola Beirne, vice chair of Reed Smith’s financial industry group for EME, commented: “Ben’s arrival will ensure we continue to be closely aligned with the needs of our clients.

He is very well regarded in the market and will complement our growing EMEA and US finance practice, as well as support the continued development of our UK and panEuropean private equity practice.’’

Ben Davis (pictured right) commented: “Reed Smith’s investment in its London financial industry group is clear: the team has grown by 60% in the last three years. The firm’s global platform provides me with a new and exciting challenge, where I can continue to develop my leveraged finance practice.”

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| Acquisition International | February 2014

30% of Companies Ceased Doing Business with a Partner Due to Possible Bribery Africa and Russia Pose the Biggest Bribery and Corruption Threats, According to AlixPartners Survey 70% of companies have not avoided a region despite potential corruption risk; 15% pulled out of an M&A deal due to possible risk In spite of efforts by many companies around the world to adopt compliance measures aimed at preventing corrupt activities, bribery and corruption risk remain widespread, posing both competitive and regulatory threats to businesses. In fact, 30% of companies in North America, Europe and Asia report that they ceased doing business with a partner due to possible corruption risk, with Africa and Russia being perceived as the areas representing the greatest risk. That’s according to a survey of general counsel and compliance officers at companies in North America, Europe and Asia released today by AlixPartners, the global business advisory firm.

The poll also found that 70% of companies have not avoided doing business in a region or country despite possible exposure to corruption risk.

The survey in addition revealed that 15% of executives say their companies pulled out of an acquisition as a result of possible corruption at the target company.

“This research highlights the fact that despite continued efforts by companies to address anti-corruption, these risks remain pervasive – risks that are of particular concern given recent increases in cross-border enforcement,” said Harvey Kelly, global leader of AlixPartners’ Financial Advisory Services unit and Corporate Investigations Practice.

Despite More Compliance Programs, Challenges Persist Eighty-five percent of respondents indicated that their companies have formal, written anti-bribery and anti-corruption policies. According to the survey, company-established hotlines represent an effective tool to identify compliance risks, and 22% of respondents said they received a tip related to bribery or corruption through their company’s hotline during the past

NEWS: from around the world

12 months. Respondents pointed to internal audits, employee training and greater oversight of books and records or internal controls to identify potentially improper payments as practices that have been the most effective at reducing risk.

The surveyed executives said that the biggest challenges in their anticorruption and anti-bribery efforts were staffing constraints, the need to develop policies that are tailored to the countries in which the companies do business and pressure to deliver operating results.

“Growth internationally is strategically imperative for many companies; however, tougher enforcement of anti-bribery regulations has added a layer of complexity to decision-making,” said Kelly. “Effective anti-corruption compliance programs can enable companies to continually assess risk exposure and address potential problems early on.”

Perception Gap between U.S. and European Companies Although a majority of respondents at US and European companies (92% and 65%, respectively) indicated that corruption risk is present across a wide range of industries, there was a perception gap between the two when it came to the severity of that risk. Only one in five respondents at European companies said their industries are exposed to significant corruption risk, compared with 40% of respondents from US companies saying that. European respondents stated their companies were also less likely to perform due diligence on prospective employment candidates on a regular basis, as just 29% of European respondents said they did so, compared with 63% of US respondents, the survey noted.

The survey found that a significant majority of US companies have anticorruption policies, and nearly all (98%) of these policies are designed to

address the US Foreign Corrupt Practices Act (FCPA). These respondents also reported that internal audits and ‘setting a tone at the top’ have been effective in reducing risk.

Asian Companies Perceive Risk across Industries According to the survey, 80% of executives at Asian companies said their industries are exposed to significant corruption risk. A majority of these respondents (54%) said corruption risk is unavoidable in Southeast Asia (Indonesia, the Philippines and Vietnam). According to the survey, 63% of companies in Asia have whistleblower hotlines. Among the measures taken to reduce risk, respondents said they placed the most emphasis on employee training, internal audits and training-measurement systems.

“This research shows that bribery and corruption are on the radar at many Asian companies and that they are implementing into their compliance programs tools such as reviews of accounting books to identify illegal payments,” said Mike Murphy, managing director at AlixPartners and leader of the firm’s Asia-Pacific Restructuring and Financial Advisory Services Practice.

About the Survey The AlixPartners Global Anti-Corruption Survey was conducted in November 2013. It polled general counsel, compliance officers and other related company executives about their companies’ anti-corruption efforts, compliance policies and at identifying and mitigating corruption risk. The survey group consisted of executives at international companies with annual revenues of $150 million or more in a broad range of industries based in North America, Europe and Asia.

Acquisition International | February 2014 |

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SECTOR TALK: Powered by Zephyr/Bureau van Dijk

Sector Talk: Real Estate The real estate sector has started 2014 promisingly, already notching up a decent level of investment even though the year is only just a month old. In January there were a total of 276 deals worth an aggregate USD 10,439 million.

The last six months of 2013 saw things go up a notch for the industry, as both volume and value increased considerably on H1, according to Zephyr, the M&A database published by Bureau van Dijk.

Aggregate value climbed from USD 55,119 million to USD 85,342 million over the period, helped by the increase in volume from 1,682 to 2,263 over the same timeframe. This represented the best result by both volume and value since H2 2009, when there were 2,039 transactions worth a combined USD 91,481 million. In addition, the positive result recorded in the last six months of 2013 represents the third consecutive period of growth in terms of value.

Although it is still too early to say how the opening half of 2014 will ultimately shape up for the industry, indications so far are good. There has already been investment of USD 10,439 million into real estate companies in January. Although this is still some way behind the figures recorded for the last six months of 2013, it does represent a good start, especially considering lower levels recorded in recent years (H2 2011: USD 45,205 million; H1 2012: USD 44,191 million). Many will be hoping that investment levels will be able to continue rising as they have for the

NUMBER AND AGGREGATE VALUE (MIL USD) OF REAL ESTATE DEALS GLOBALLY: 2006-2014 YTD (AS AT 31 JANUARY 2014) Deal half yearly Number value (Announced of deals date)

Aggregate deal value (mil USD)

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 H2 2012 H1 2013 H2 2013 H1 2014TD

67,831 103,756 166,164 127,848 87,724 60,618 61,390 91,481 55,920 50,798 54,591 45,205 44,191 53,708 55,119 85,342 10,439

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1,403 1,554 1,775 1,804 1,811 1,669 1,820 2,039 1,856 1,649 1,606 1,805 1,505 1,718 1,682 2,263 276

last few periods and that the positive signs are an indication the market is edging its way closer to levels recorded prior to the global financial crisis and resultant economic slowdown.

Although there have not yet been any recordbreaking blockbuster deals in 2014, January’s showing is far from insignificant as there have already been two transactions worth in excess of USD 1,000 million. The highest consideration recorded in the period under review involved a USD 1,356 million rights issue by Spanish non-residential real estate developer Immobiliaria Colonial. The move has been approved by the company’s investors and will involve the issue of up to 4,000 million shares to a range of buyers, which may include Grupo Villar Mir, the Santo Domingo family and Amura Capital, among others. January’s secondlargest transaction took the form of an acquisition in which Hyundai Engineering bought residential construction firm Hyundai Amco for USD 1,348 million. The deal remains subject to approval by the relevant regulatory bodies and shareholders. Other countries being targeted in the month’s top ten deals by value include Germany, Russia, Malaysia, the British Virgin Islands and China.

The region which has brought in the most investment in 2014 to date is Western Europe, which has been targeted in deals worth USD 4,022 million so far. However, the region could only place third by volume on 75, coming in behind Eastern Europe with 90 and the Far East and Central Asia with 82. This suggests that on average, deals targeting Western European companies had higher considerations. Second place by value was taken by the Far East and Central Asia with USD 3,743 million.

Western Europe’s positive showing by aggregate consideration may be somewhat surprising given that of the month’s top ten deals, only three of the targeted companies are based there, although these did include the month’s highest valued transaction.

In conclusion, 2014 has come out of the blocks strongly as a decent level of investment has been recorded in January. However, it is still too early to tell whether this level of activity can be sustained throughout the year, but after an impressive display in the second half of 2013, eyes will be trained on the industry to see if yet another period of consecutive growth can be recorded.

NUMBER AND AGGREGATE VALUE (MIL USD) OF REAL ESTATE DEALS GLOBALLY BY DEAL TYPE: 2006-2014 TO DATE (AS AT 31 JANUARY 2014) Deal type

Number of deals

Aggregate deal value (mil USD)

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

14,183 13,545 221 139 1 126 94 5

609,564 582,692 53,617 4,453 676 286 84 0

AGGREGATE VALUE (MIL USD) OF REAL ESTATE DEALS BY REGION: 2006 - 2014 YTD (AS AT 31 JANUARY 2014) World region (target) Western Europe Far East & Central Asia South & Central America Eastern Europe North America Oceania Africa Middle East

| Acquisition International | February 2014

2006

2007

2008

2009

2010

2011

2012

2013

2014 TD

101,426 133,826 50,746 44,344 32,242 29,598 37,428 30,969 4,022 26,105 62,908 42,423 66,026 44,105 42,354 35,147 66,924 3,743 6,705

14,923

12,705 13,426 11,003 12,994 11,280 8,963

1,235

3,617 22,524 4,362 1,748 4,970

37,152 24,125 11,440 4,043 4,794

16,450 9,065 2,790 5,671 4,365

1,124 172 116 20 5

5,630 11,944 7,537 1,273 2,072

2,442 11,428 3,284 705 1,606

3,084 4,234 1,705 644 4,221

3,496 8,471 1,981 151 481

10,687 17,163 2,458 355 2,610

DEALMAKER OF THE MONTH: EQT acquisition of stake in BackWerk Group

Dealmaker of the Month EQT acquisition of stake in BackWerk Group

Georgieff Capital, led by Alexander Georgieff and Frank Bretag, acted as exclusive sell side advisor to the founders of BackWerk Group on the sale of the company to EQT Mid-Market fund.

BackWerk is Europe’s leading and fastest growing self-service bakery chain with more than 300 stores in five European countries. The business is operated as a capital efficient, pure play franchise system with franchisees operating single or multiple stores. BackWerk is also one of the best known bakery brands in the DACH region.

THE DEALMAKERS: Alexander Georgieff and Frank Bretag THE CLIENT: The Founders of BackWerk Group THE DEAL: Sale of BackWerk Group to EQT

the light of BackWerk’s continuing favourable business prospects and EQT’s strong reputation for contributing to the successful development of the businesses it invests in, the selling shareholders decided to retain a significant ownership interest and to continue to run the business.

Alexander Georgieff said: “Sellers expected a tightly managed, competitive process for which they relied on Georgieff Capital’s independent advice and its partners’ professional and experienced judgment.”

The owners of BackWerk decided to appoint Georgieff Capital, a leading independent investment banking boutique in the DACH region with offices in Frankfurt and London, on the strength of a recommendation they had received from a business partner.

Georgieff Capital is a specialized independent investment banking firm which provides highly customized and complementary strategic financial services to both corporate and investor clients.

Georgieff Capital conducted a highly focused and competitive auction process by utilizing its strong network of industry contacts and advisors, and its deep knowledge of the relevant investor community. It screened a large universe of potentially qualifying strategic and financial investors, including family offices, but approached only a limited number of potential buyers.

GeorgieffCapital

The overall process was tightly managed and adhered to an ambitious schedule. It generated significant competitive interest which led to a highly satisfactory outcome for the sellers. In

Company: Georgieff Capital Advisors GmbH Names: Alexander Georgieff or Frank Bretag Address: Herzog-Adolph-Straße 4, D-61462 Königstein i.T. Email: advisors@georgieffcapital.com or f.bretag@georgieffcapital.com Web: www.georgieffcapital.com Telephone: +49-6174-24960-10 Fax: +49-6174-24960-19

Acquisition International | February 2014 |

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ON THE COVER: YILDIRIM GROUP’s Latest Acquisition is Mechel`s Chrome Assets

YILDIRIM GROUP’s Latest Acquisition is Mechel`s Chrome Assets Turkish conglomerate YILDIRIM GROUP’s latest acquisition is Mechel Chrome, the chrome division of Russian Mechel. After a very competitive international tender among eight bidders, YILDIRIM is now the owner of Mechel Chrome’s vertically integrated Voskhod Mining Plant in Kazakhstan and Tikhvin Ferroalloys Plant (TFP) in Russia.

Located in northwest Kazakhstan, the Voskhod chrome ore mines and chrome concentrate plant, which began production in July 2009, feature an underground state-of-the-art mine and a modern ore processing plant. The mine has total reserves of 21 million tons of chrome ore. The plant’s chrome ore boasts one of the highest Cr/Fe ratios in the world, at 3.5-3.8.

Voskhod is also responsible for sourcing chrome concentrate for TFP. The plant currently has an annual beneficiation capacity of 1 million tons of raw ore, which can be increased up to 1.5 million tons.

Meanwhile, TFP, which is located 200km southeast of St. Petersburg in Tikhvin, is one of Russia’s largest producers of high-carbon ferrochrome (HC FeCr) with a chrome content of 69.5%, accounting for 22% of the country’s production volume. As a relatively young plant that began production in April 2007, TFP is also renowned for being the most modern ferroalloy plant in the

Company: YILDIRIM GROUP Web: www.yildirimgroup.com Email: info@yildirimgroup.com Address: Meydan Sokak No:1 Beybi Giz Plaza Kat: 3 - 4 34398 Maslak, Istanbul, TURKEY Telephone: +90 212 290 30 80 Fax: +90 212 290 30 81

CIS, with advanced facilities like a gas cleaning system for the furnace, briquetting line and slag processing unit, as well as one of the lowest power consumption per ton rates in the CIS. Combined, Voskhod and TFP’s assets supply the ferrochrome, chrome chemicals, alloy steel, foundry and stainless steel markets of Russia, Europe, US, China and Far East Asia.

“After the acquisition of Mechel’s chrome division, YILDIRIM GROUP reached a consolidated 520,000-ton production capacity for highquality high carbon ferrochrome (HC FeCr) in Turkey, Sweden and Russia,” said Robert Yuksel YILDIRIM, president and CEO of YILDIRIM GROUP, about the investment. “Therefore, YILDIRIM GROUP is the only global high carbon ferrochrome producer in three different countries in order to hedge the political, economic and other risks for its global long-term stainless steel customers. In addition, YILDIRIM GROUP’s total annual chrome ore production will now reach 2.5 million tons in Turkey and Kazakhstan for its internal ferrochrome production and chrome ore exports.”

As the owner of Eti Krom Inc. in Elazig, Turkey, as well as Vargön Alloys AB in Vargön, Sweden, YILDIRIM GROUP is already the world’s largest hard lumpy chrome ore producer and the second biggest high-quality HC FeCr producer, after Eurasian Natural Resources Corporation (ENRC).

YILDIRIM GROUP is also active in port, shipping and shipbuilding, fertilizer, coal and coke, energy, real estate development and private equity businesses.

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ON THE COVER: YILDIRIM GROUP’s Latest Acquisition is Mechel`s Chrome Assets

Acquisition International | February 2014 | 11

| Acquisition International | February 2014

2013 LEGAL AWRADS: German Cross Border Law Firm of the Year

German Cross Border Law Firm of the Year NZP Nagy Law Firm NZP Nagy Law Firm, located in Nuremberg, Germany, provides legal assistance in the fields of both German and international corporate, commercial law and in the field of international arbitrations.

Acquisition International talks to Laszlo Nagy about their recent award German Cross Border Law Firm of the Year.

Talking on advantages of the firm has Mr Nagy commented: “Our main advantage is our wide range of international know-how combined with a manageable firm size. Therefore we are able to quickly satisfy individual requests of our clients.”

“Our attorneys also practice lifelong learning” he continued. “Therefore I have achieved the quality award of the German Federal Bar Association since our attorneys systematically develop their knowledge, inter alia, by participating in trainings for specialist attorneys, such as specialist attorney for corporate and commercial law and specialist attorney for international economic law”.

Some of the areas the company focuses on include: • Drafting of contracts for both German and international business • Shareholder disputes in Germany • Company claims, claims for compensation in company law, representation out of court, in court proceedings, Germanyand Europe-wide • Arbitration, both in Germany and internationally • Trademark, copyright and competition law • Company insolvency law, representation of creditors, representation in insolvency proceedings, restitution proceedings • Hungary, local legal representation, commercial law • Hungary, land plot transaction, successions and subsidiaries, also in the framework of foreign insolvency proceedings • Representation of the Hungarian Economic Chamber in Germany

When asked about the client loyalty tested by the company’s competitors Mr Nagy said: “Outstanding quality is the best protection of our firm. As long as our clients keep getting the same high quality which they have been got used to, they also keep choosing our firm”.

“Changes are entirely normal in our fields of activities as well. One can only anticipate that one will not survive if one is not able to adjust to the continuous changes. Precisely for this reason, we develop ourselves systematically.”

Company: NZP Nagy Law Firm Name: Laszlo Nagy Email: nagy@nzp.de Web Address: www.nzp.de Address: Theresienstr. 9, D-90403 Nuremberg Telephone: 49 911 93 600 90

Acquisition International | February 2014 | 13

DEALS OF THE YEAR: The Best Deals of 2013

Azalaï Hotels: Mali Grand Hotel, Bamako HHHH Hotel Salam, Bamako HHHHH Hotel Nord Sud, Bamako HHH Burkina Faso Hotel Independance, Ouagadougou HHHH Guinée Bissau Hôtel 24 Septembre, Bissau HHHH Bénin (pictured) Hotel de la Plage, Cotonou HHHH

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DEALS OF THE YEAR: The Best Deals of 2013

Deals of the Year 2013 Fonds Cauris Croissance II invests in Azalaï Hotels regional expansion The end of 2012 saw Fonds Cauris Croissance II invest 4 billion FCfa into funding the Azalaï Hotels. Azalaï Hotels have an ambitious expansion progam into new countries, mainly Côte d’Ivoire, Guinea Conakry and Senegal. The construction phase of a hotel in Côte d’Ivoire began in January 2013, for an opening planned for later this year.

This is not a first investment Cauris Management has made into Azalaï Hotels. Cauris Investment, the first fund managed by Cauris Management, invested in the hotel group in 1998, to finance the construction of a hotel in Mali as well as starting Azalaïs regional expansion. Cauris Investment exited in 2006.

Commenting on this new investment, Mr Mossadeck Bally, founder and CEO of Azalaï Hotels said: “The partnership between Cauris and Azalaï Hotels is a sign of mutual respect between our institutions. Cauris is the private equity institution that best understands the specificities of local entrepreneurs, while following its own requirements for commercial returns. After a first mutually beneficial partnership, it is with pleasure that we will enjoy again Cauris experience both in hotels and in other sectors.”

Mr Noel Yawo Eklo, CEO of Cauris Management added: “After a first positive experience, we think it is important to support Azalai Hotels in its development program, especially now that it is about completing the regional mapping and strengthening the profitability of a group composed of very seasoned professionals. The hospitality sector is a difficult one to operate in globally, but it is rewarding as it also creates much needed jobs, notes.”

About Azalaï Hotels Azalaï Hotels operates six hotels in Benin, Burkina Faso, Guinea Bissau and Mali and is the first locally owned hotel chain in West Africa to offer services at international standards.

Since its inception in 1994 in Mali, the group has expanded its presence into four countries through the opening or acquisition of three to five star hotels.

Azalaï Hotels: Our Social Commitment The Azalaï hotel group has made a social commitment to fighting malaria in West African populations through; educating and protecting its work force; providing support to malaria and HIV programs through donating conference rooms for meetings; participating in the United Against Malaria Campaign, an initiative using football to bring malaria messages to important audiences; and selling the United Against Malaria beaded bracelets in all Azalai Hotels.

Further work will be carried out through the newly created AZALAI Foundation which will conduct and implement the Groups social program, raise funds for larger programs, while implementing social partnerships with other companies.

About Cauris Management Cauris Management is a West African private equity fund manager that has been active in mainly Francophone for over 15 years. Cauris Management has invested in 42 companies and exited 35 in its target region. The investment portfolio has included sectors as diverse as agribusiness, financial services, hospitality, telecoms, consumer goods, and downstream oil and gas.

Company: Azalaï Hotels Name: Seydou Sidibe Web: www.azalaihotels.com Email: rmc.mali@azalaihotels.com Telephone: 00 223 75 72 56 85 Fax: 00 223 20 22 36 37

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DEALS OF THE YEAR: The Best Deals of 2013

Deal of the Year Sovcombank’s acquisition of GE Money Bank The ability to expand its customer base to become a nationwide player, credit cards and gaining access to state-of-theart banking technology were behind Sovcombank’s acquisition of GE Money Bank (GEMB). Sovcombank’s chairman Dmitry Gusev explains more…

What is the agenda behind the GEMB acquisition?

Sovcombank is Russia’s top privately owned retail bank in the retired and senior customer segment. Our strategic objective is to establish a nationwide bank for the middle-aged and senior citizens. Our aim is to provide 90% of Russia’s population, primarily in small cities, towns and villages, with access to state-of-the-art banking services.

With that in mind, GEMB is a fantastic platform for Sovcombank’s transformation from a multiregional bank to a fully-fledged nationwide player. Through the GEMB acquisition, Sovcombank can significantly expand its customer base and access state-of-the-art banking technology used by GEMB worldwide.

Among the many potential acquirers of GEMB, you were the preferred choice. Why? Sovcombank is a strategic acquirer with a solid vision for business development. We believe that this is what sets us apart from most potential buyers who saw this asset purely as a financial investment or a prospect for restructuring.

How do you rate GEMB’s profitability?

Due to its size, GEMB’s business was never going to make money in Russia’s current market. GE reigned in the bank’s development ambitions over the last few years; however, when a bank’s growth is sluggish, it has the best quality assets and superior customers.

Company: Sovcombank Name: Dmitry Gusev, Chairman Web: www.sovcombank.ru

The top quality portfolio that we’ve inherited is an exciting target for development. By being integrated into a larger bank, GEMB can get a major boost to its consolidated financial results.

We believe that the only value-add scenario for GEMB is to ally themselves with a retail market leader with one million customers or more.

Otherwise they will never get over their already evident size issue.

the seniors and the middle-aged, while the bank we’ve acquired used to focus on the younger customers through to the middle-age group.

In other words, we’ll retain the middle-aged segment and drop the younger age group as it’s currently not encompassed by our strategy.

How will Sovcombank’s product line change and evolve?

During the first six months, we will transfer all of the GEMB branches to the single Sovcombank brand. Sovcombank’s strategy will remain unchanged – we are committed to building a nationwide bank for the middle-aged and senior citizens. Our brand has been tried and tested under this strategy, and we are confident in its success.

Personal deposits and cash loans (about 80% of our loan portfolio) constitute our core business, and this is how it will remain. Following the GEMB integration, we aim to be more active in the credit card segment. While we are strong in cash loans, credit cards are currently our weakness, held by less than 20% of our one million customers. GEMB is stronger in the credit card segment, and we will use it to our advantage, pushing for higher penetration of credit cards through our sales network.

For the time being, they will remain a sideline product – at the end of the day, our practice shows that credit cards are far less popular than cash loans, especially in Russia’s smaller cities and towns. This is largely due to underdeveloped infrastructure to cater for card users.

What are the implications for GEMB customers?

Our objective is to convince GEMB customers that with us, they are in safe hands. A bank that takes good care of the older generation is bound to excel at customer service and put every customer first. To succeed in delivering this message, we are getting ready to shower our new customers with exciting offers, bonuses, discounts and various nice little touches. We will let our excellent customer service do the talking, so that people see that with us, they won’t lose out – in fact, they will be even better off.

Moreover, one must remark that our and GEMB’s target audiences overlap. Sovcombank targets

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With the deal approved in late December 2013, what is your short term action plan?

The consolidated team of the two banks is integrating the best and most advantageous features to form a new, powerful banking player.

We also believe it is critical to preserve the key competencies of both banks during synergy implementation.

What is the growth outlook for Sovcombank’s geographic coverage and customer base?

We will get about 50 new branches on top of our existing 300, along with just over 100 new points of sale in addition to our current 2,000. As for our customer base, 300,000 GEMB customers will join our present 1.1 million. Their branches will form the basis for our ‘light’ retail network, with outlets potentially manned by just one employee – this is another aspect of our vision, enabling us to be present in smaller towns, on our customers’ doorstep.

Looking ahead to the rest of 2014, we are planning to open around 250 new points of sale and branches, expanding our current network by 10%. On top of that, the business we are about to acquire will push the size of Sovcombank’s network close to 3,000 outlets.

DEALS OF THE YEAR: The Best Deals of 2013

Acquisition International | February 2014 | 17

DEALS OF THE YEAR: The Best Deals of 2013

Support Services Deal of the Year - UK Winn secures significant investment for expansion ONE of the UK’s most successful solicitors firms has received a massive investment to fuel growth in the company.

International investment companies JZ International (JZI) and Souter Investments have acquired a 60% shareholding in Winn Solicitors Ltd, On Hire Ltd and On Medical Ltd (Winn Group).

Winn’s core management team, led by Jeff Winn, Dawn Winn and Ghazala Bashey, will retain a 40% stake in the company. All the directors and owners are staying with the business and, together with the investors, are committed to

the long-term future of the company. Members of both JZI and Souter Investments will sit on the parent company board alongside Winn’s directors.

The Winn Group is a leading player in the insurance legal service processing market and provides an innovative ‘one-stop’ shop for its customers. It provides an entire accident management process. This includes the integrated provision of legal services, replacement car hire and credit repair services as well as medical treatment services to its customers. In the year to March 31, 2013, the Winn Group generated revenues of

from l-r: Chris Birkett, Dawn Winn, Martin Wright, Jeff Winn, Andy Macfie, Ghazala Bashey and Iain Richardson

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approximately £40m and it employs over 290 people at its Newcastle headquarters.

The accident management outsourcing market is undergoing significant consolidation, driven by regulation and the ability to provide low-cost processing. Recoverable costs for low-value claims have recently been fixed by government at £500, a reduction from £1,200.

The Winn service proposition and trusted name uniquely enables the Group to benefit significantly from this consolidation. The investment will allow Winn to continue to expand its one-stop shop for accident

DEALS OF THE YEAR: The Best Deals of 2013 management nationally and demonstrates the strength of Winn’s business and its model.

Jeff Winn, a founder of Winn Group, said: “This investment, from JZI and Souter Investments, is recognition of the excellent business we have built up and confidence that Winn Group will further develop its offering.

“We aim to expand the business significantly in the next few years and this investment gives us the backing to do that.

“Winn Group is dedicated to offering the best service for its clients and the best working environment for its employees.”

JZI specialises in investing in and developing small to medium-sized businesses in partnership with founders and entrepreneurs. JZ International has invested in over 30 companies across Europe in all types of business and financial service industries.

JZI’s senior partner Martin Wright, said: “The combination of the excellent management of the Winn Group and the operational and financial assistance of the JZI management group will enable Winn to further consolidate its position as one of the leading providers in the outsourced accident management sector in a short period of time.”

Souter Investments is the private investment office of transport company Stagecoach’s founder Sir Brian Souter. In recent years, Souter Investments has been active in investing in a range of businesses, all of which share similar characteristics to Winn, such as strong management teams, good growth prospects and a high degree of integrity.

Souter Investments’ managing director, Andy Macfie, said: “We are delighted to be backing Jeff and his management team and investing in such an exciting business. The accident management sector is undergoing a period of significant

change at present and we are confident that Winn Group is well placed to grow strongly in this new environment.”

H.I.G. WhiteHorse and Barclays provided debt financing for the acquisition and JZI and the Souter Group have provided growth capital facilities for the development of the Group. The terms of the transaction were not disclosed. The investment has received approval from both the Solicitors Regulatory Authority and the Financial Conduct Authority.

Company: JZ International Web: www.jzieurope.com Email: martin@jzieurope.com Address: 17a Curzon St, London W1J 5HS Telephone: + 44 (0)207 491 3633

Acquisition International | February 2014 | 19

DEALS OF THE YEAR: The Best Deals of 2013

Financial Services Deal of the Year - Middle East/Africa Samy Ghannam is an Associate Director - Corporate Finance at Genghis Capital Ltd.

Chase Bank (K) Limited is a privately owned commercial bank incorporated in Kenya in November 1995 through the acquisition of a distressed local bank.

The bank currently offers a full range of corporate, retail and business banking products and services, with a particularly well-established positioning within the SME market (transport, construction, education, manufacturing and real estate amongst other sectors).

Clientele enjoy exceptional customer service via the highly successful ‘relationship banking’ model which provides for assigned banking officers as the preferred point of contact. The banks staff abides by the banks core values which are passion, innovation, engagement and social responsibility.

By fostering and rewarding innovation, the bank has ensured that its products and delivery channels remain responsive to the rapidly changing and competitive environment.

To effectively deliver on its promise of providing ‘one-stop financial solutions’, the group has actively grown its product offering over the past couple of years via its associate companies: l

In 2011, Chase Bank became the first commercial bank to own a Deposit Taking Microfinance Institution (Rafiki DTM) which significantly widens the scope of banking services provided. l In 2008, Chase Bank created an in-house sharia compliant window (Chase Iman), dedicated entirely to provide a fully-fledged Islamic banking offering.

l

Chase Assurance was set up in order to provide the Group’s clients with attractive general and life insurance packages. l This year (2013), saw the Bank launch Servlease to offer operating leases to corporates and small medium enterprises in Kenya. l Since 2008, Chase Bank has enjoyed strategic partnerships with Genghis Capital - a corporate finance and investment banking firm, and Winton Investment - a wealth management and offshore investment firm.

Over the past 5 years, the bank has managed an impressive compound annual balance sheet growth of 50%. This sustained growth has seen the Bank awarded the title of ‘Fastest Growing Bank’ at the 2009, 2010 and 2012 Kenya Banking Awards.

Additional accolades include ‘Best SME Bank’, ‘Lead Custodian’ and ‘Best in Customer Satisfaction’ (2012, Think Business - Banking and CMA Awards).

The group consolidated balance sheet is in excess of USD 780m.

Founded in 2008, Genghis Capital is the associated Investment Banking platform to Chase Bank (Kenya) Ltd. Aside from providing stockbrokerage, fund management and unit trust investment solutions, as well as research services, the firm offers extensive corporate finance advisory services to East African companies .

In only two years of operation the corporate finance team has raised over USD 165m on behalf of Kenyan entities, via various placements of debt and equity securities to institutional and individual investors. Success has been in part attributable to:

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l

The firm’s ability to attract, develop and retain the best minds in the industry. Experience, expertise and professionalism are the qualities you can expect from the Genghis team.

Placement activities are supported by an award winning research team (‘Research Team of the Year’ – 2013 Capital Markets Awards). l Superior placement capabilities further enhanced via access to the larger Chase Group network and key stakeholders. In addition, Genghis maintains in-house familiarity with leading financiers in the local and international financial markets which further reduces the lead times to successful execution. l Genghis maintains a partnering mind-set, providing end to end solutions and maintaining association with the client long after the initial engagement is complete. A better understanding of the client’s background and strategic objectives allows for informed subsequent fund raising efforts. l Group synergies with Chase Bank (a leading SME-centric bank), allows Genghis to provide potential investors with opportunities into high-yield securities and unique investment opportunities into high growth businesses.

Chase Bank is about to embark onto an ambitious expansion strategy both in the local Kenyan market and within sub-Saharan Africa.

The anchor shareholders decided to partner with a pool of global institutional investors who have developed significant expertise in supporting family-owned financial institutions throughout this transformation process. In view of the respective experience of the partners, Amethis definitely

DEALS OF THE YEAR: The Best Deals of 2013

qualified and promptly positioned themselves as a preferred strategic partner in order to address immediate strategic initiatives.

Mr Ghannam commented that it took ‘around nine months from initial contacts to completion’ of the acquisition.

Furthermore discussing on the challenges the company met in the process Mr Ghannam explained that the overall capital requirement was in excess of US $25m and the bank decided to syndicate it to various institutional subscribers who demonstrated core expertise in critical future growth drivers for the Chase Bank Group (retail banking, microfinance, regional expansion via external growth opportunities, etc).

However, timing was a critical issue because of the underlying consequences on the applicable entry price and prevailing legal frameworks at each closing. For instance, it took more than 8 months from the first Amethis closing (US $10m investment completed in March 2013) to the latest DEG closing (US $0m investment completed in November 2013).

Genghis Capital, alongside the legal advisors (Mboya Wangong’u & Waiyaki Advocates) designed a program that would streamline each subscriber’s investment process with an enhanced subscription mechanism to reward the early investors.

“We also have to comment on the efforts deployed

by Amethis, but also responsAbility and DEG in order to align their investment process with this specific funding process, especially in a volatile and uncertain environment,” he said.

Moreover Samy explained the affect the investment will have over the company and its customers “The funds will be used to consolidate and cement the Bank’s positioning within the SME market segment as well as develop the Bank’s local retail footprint through an enhanced branch network.

This should result in significant improvements to the clients overall experience,” he said.

He also revealed that besides the Kenyan banking industry being substantially driven by short-term deposits, an equity investment by Amethis will enhance the debt raising profile of the bank, and increase its ability to source long-term liabilities in order to diversify its lending offering. Chase has already leveraged the recent transactions by sourcing more than US $50m long-term senior financing to be channelled into mid to long-term lending solutions to SMEs and Corporate clients.

Amethis’ participation at the board level will further strengthen the Bank’s internal structures. This is in addition to making available the Amethis teams’ international networks and their wealth of expertise in the banking, SME and microfinance industries.

Amethis investment is really informed by a longterm strategy which should not be assessed over a 12 months window. However, Chase bank is already demonstrating an extremely sound financial performance for the FY 2013, despite the general elections which were conducted earlier this year in March. Year on year growth rates shall exceed 60% and the overall profitability underpins additional economies of scale. “These indicators should give certain comfort to the recent investors,” he said.

Mr Ghannam suggested that the future looks bright for the company. “Chase Bank’s mid-to-long term strategy paper outlines a shift from second tier classification into a first tier classification (as defined by market share). Heavy investment will go into growing the Bank’s branch network and in providing clients with optimized distribution channels. This is with the aim of securing a countrywide presence, growing brand recognition and imposing “Chase” as a leading Kenyan player,” he said.

It is worth noting that the bank has heavily invested in IT infrastructure which gives the institution substantial leverage to drive the expansion strategy without heavy profitability burden.

Lastly he suggested that “product diversification and innovation will continue to be leading growth drivers. Associate companies will assume a pronounced role within the group and actively participate in the ‘one-stop financial solutions’ model.”

Company: Genghis Capital Ltd. Name: Samy Ghannam Email: sghannam@genghis-capital.com Web Address: www.genghis-capital.com Address: Riverside Mews, Riverside Drive – PO BOX 66049 – 00800 Nairobi Telephone: +254-712-211-017

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DEALS OF THE YEAR: The Best Deals of 2013 Detail of the Millenium Bridge across the River Tyne between Newcastle and Gateshead, England.

TMT Deal of the Year - Americas Waters acquisition of Nonlinear Dynamics Ltd Waters Corporation has announced the acquisition of Nonlinear Dynamics Ltd, a world leader in proteomics and metabolomics analysis software.

Nonlinear Dynamics Ltd (NLD) is based in Newcastle upon Tyne (UK), and is best known for its highly-acclaimed progenesis software which offers researchers unique ways to analyse and visualise the raw proteomic data.

Mr Duncan Barrie, NLD’s general manager who has responsibility for the day-to-day operations in Newcastle upon Tyne, said: “NLD develops proteomics and metabolomics analysis software that is different, ground-breaking and above all designed to help users generate reliable conclusions that are reproducible within and across labs.”

He added: “Proteomics, metabolomics, and lipidomics hold vast potential in the understanding of the mechanism of disease, the development of innovative therapeutics and providing putative biomarkers for translational research.”

Company: Waters Corporation Name: Duncan Barrie Email: Duncan.Barrie@nonlinear.com Web Address: www.waters.com

Waters acquired NLD because its products, employees and culture are world-class.

Progenesis™ is a class-leading informatics platform for proteomics, metabolomics, and lipidomics analysis. The opportunity to combine the expertise of NLD with Waters worldwide leadership in chromatography and mass spectrometry creates significant benefits for omics-focused scientists and laboratories.

Waters consistently seeks to advance the frontiers of discovery research as a global market leader in Omics data analysis software.

“NLD distinguishes itself as an industry leader and pioneer of analytic science data analysis and interpreting, particularly for ion mobility mass spectrometry technologies,” Mr Barrie said.

Dr Rohit Khanna, vice president of informatics and worldwide marketing for the Waters Division, said: “The opportunity to combine NLD informatics expertise with Waters’ worldwide leadership in chromatography and mass spectrometry will continue to create significant benefits for omics-focused scientists and laboratories. Proteomics, metabolomics, and lipidomics hold vast potential for understanding the mechanisms of diseases, the development of innovative therapeutics, and discovering biomarkers for translational research.”

Waters and NLD have a long, collaborative

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history based on the development of Waters’ TransOmics™ informatics, a scalable solution for proteomics, metabolomics, and lipidomics analysis that has seen excellent market acceptance since it was first introduced at the American society of mass spectrometry conference in 2012. It is down to the depth and strength of this relationship that the acquisition process progressed as smoothly as expected.

Waters plans to invest in the Progenesis product line and bring new capabilities to researchers.

NLD’s dedicated customer care team, known for its expert advice and responsiveness, will continue to support Progenesis users.

Mr Barrie said: “We believe this acquisition is a positive development for both Waters and NLD customers. The combination of NLD’s expertise in informatics and Waters expertise and worldwide reach in chromatography and mass spectrometry technologies will promote broader customer access.”

For Waters and NLD customers, stability and continued growth of NLD’s technology innovation is key to short and long term success of this acquisition. Waters is committed to supporting NLD employees, maintaining the Newcastle location, and nurturing the NLD culture whilst aligning to Waters’ business practices.

DEALS OF THE YEAR: The Best Deals of 2013

AI Deal of the Year Ant Capital acquisition of Moonstar

Ryosuke Iinuma is Representative Director & President of Ant Capital Partners Co., Ltd. and Group Leader of Private Equity Investment Group.

----------------------------------------------------------------Mr. Iinuma leads 14 professionals in their investments and hands-on support activities, with a focus on Japanese SME. Since the 1st fund established in 2001, the group has invested 23 companies across 4 buyout funds with 19 exits to date. The group is the first fund in Japan, to achieve the cross boarder exit‘’ to Chinese company.

Ryosuke Iinuma has many successful deals on his record such as CAA to Toyota Motors, Golf Partners to Xebio, Miyano to Citizen. He has also served as a director for portfolio companies; CASA and MoonStar Company.

Ant Capital Partners Co., Lid. (‘ACP’) has a long and successful history in making small-to mid-cap focus investment firm across Private Equity Investment Group (buyout) and Secondary Investment Group.

Ant Private Equity Investment Group is true operational investment team and has outstanding, local reputation and ability to leverage strong financial and operational pedigrees with deep, broad and complementary skill sets.

Ant focuses on SME, which is the right sector for the buyout market in Japan, having a strong track record improving the EBITDA of portfolios including blue-chip companies such as Toyota Motors, Citizen, Morinaga, Toho Cinemas and Nagatanien, having two cross boarder exits to Chinese related entities.

Moonstar is a well-established Brand and #3 Market position in Japanese Shoes Sector (especially in children shoes market, their brand is prominent and #2 Market position in Japan). Currently over 4,000,000 pairs of shoes, named ‘super star’ are

sold a year in Japanese child shoes market. Even in decreasing birth-rate and aging population, child shoes segment keeps 1.2% growth in last five years.

Pottery achieved 5% growth in that segment.

Nevertheless Mr Iinuma commented that despite the lacking of sophisticated marketing knowledge and developing oversea market experience; “Moonstar still have potential to expand their market share and grow overseas.”

He further explained that Pottery had manufactured and wholesale exclusively ‘Converse’ and ‘New Balance’ in Japanese market. “When ‘Converse Japan KK’ and ‘New Balance KK’ established, unfortunately they lost exclusive rights,” he added.

“Then they had to shift to develop private brand, but, this shift of business model successfully revived Pottery and turned it into profitable company.”

“Pottery has more than 140 years history, started the producer of ‘Tabi (Japanese traditional footwear which is like a five-fingered sock with a rubber sole),” he outlined.

As they have cultivated technology and experience in rubber sole shoes manufacturing for their long history, they have been recognized as #1 quality producer. For example, prominent brands such as Miki House and Burberry use MoonStar for their high quality child shoes. Furthermore, more than half of Japanese has enjoyed the experience to wear MoonStar for school shoes in their elementary school days. According to market research, the key point by parents to buy children’s shoe is ‘right fitting’ = quality. However, we can’t say MoonStar can always let consumer understand its comfort.

Commenting on potential improvements Mr Iinuma said that; “Ant believes, due to lacking of concrete marketing strategy in domestic market and poor experience of global business, still remains EBITDA

improvement opportunities. In fact, our operating profit on sales is lower (3.8%) than those of the competitors like Achilles, Asics, and Regal (~7%).

“Ant approached Pottery in 2004, since then Ant has developed trust relationship with Pottery’s CFO and the main bank. Both of them strongly expect Ant to support the company, stabilise and expand the business,” said Mr Iinuma discussing on the timespan of the acquisition.

Discussing the challenges met as part of the acquisition he said: “There were more than 100 shareholders before investment took place. It took almost one year to contact and negotiate with them to sell their share to us, in the cause of MBO. Among them, as some knew Ant quite well, they decided not to sell by expectation that the stock price would rise in future. However most of them could not find out the opportunities to liquidate their shares because each has a very small share of approximately 1%.”

Discussing on the acquisition Mr Iinuma said: “MoonStar is the largest company and the longest corporate history we have invested. It may be more difficult to handle operation than the past deals, but if we make good improvements on that company, we expect our reputation will increase more and more.”

Company: Ant Capital Partners Co., Ltd. Name: Ryosuke Iinuma Email: riinuma@antcapitl.jp Web Address: www.antcapital.jp Address:1-2-1 Marunouchi Chiyoda-ku Tokyo Telephone: 81-3-3284-1716

Acquisition International | February 2014 | 23

DEALS OF THE YEAR: The Best Deals of 2013 William Perugini / Shutterstock.com

De Gaulle Fleurance & Associés is an integrated full service law firm, offering both transactional and litigation services, which today includes more than 100 fee-earners, including 30 partners, in both Paris and Brussels. Partners Stéphanie Roy and Vincent Schmitt, and senior counsel François Couhadon explain more…

-------------------------------------------------------------De Gaulle Fleurance & Associés advised Andromède with the takeover bid initiated by the latter on the shares and convertible bonds issued by Oeneo, a major player in the wine industry specialising in cask and barrel-making, as well as cork-based closure systems among others.

Pursuant to this takeover bid opening on 4 June 2013 and closing after reopening on 6 August 2013, Andromède’s shareholding in the capital and voting rights of Oeneo rose from 37.92% to 62.73%.

“We were in charge of the bidders’ interests and as such structured the deal and its financing, drafted the documents required under stock market regulation (including information note and regulated press releases) and liaised with Oeneo and its counsel, the financial advisor of Andromède (DC Advisory) and the two sponsoring banks (Crédit du Nord and Société Générale)” explains Stéphanie.

Firm: De Gaulle Fleurance & Associés Lawyers: Stéphanie Roy, partner - Vincent Schmitt, partner - François Couhadon, senior counsel Email: contact@dgfla.com Web Address: www.degaullefleurance.com Address: 9 rue Boissy d’Anglas, 75008 Paris, France Telephone: +33 (0)1 56 64 00 00

Dealmaker 2013 De Gaulle Fleurance & Associés

Stéphanie and François acted with respect to structuring, corporate and stock market regulation while Vincent acted with respect to structuring and tax aspects.

Other major achievements this year have been assisting a listed group, specialising in the production, sale and marketing of spirits, eaux-de-vie and liquors, with the sale of their Cognac production and activity to a foreign state-owned company that specialises in the production and sale of alcoholic beverages.

De Gaulle Fleurance & Associés also represented a privately owned holding in the sale of the shares of a listed national spirits producer via an accelerated book building transaction, amounting to US$128 million.

Both of these cases were complex due to their legal structure, timing and the current economic climate.

De Gaulle Fleurance & Associés has managed to maintain its growth trend despite the frequently distressed economic environment. This has given us increased opportunities to work with listed groups which appreciate our team organization and strategic approach with regard to the vigilance and reactivity they require for their M&A transactions.

As part of the growing activity of the firm at a European level, in October 2012 de Gaulle Fleurance & Associés established a fully owned subsidiary in Brussels, with three new partners. The firm has strengthened its practice in European competition law, among other complementary practices, as well as in state aid issues and has the capability to: • Assist clients in investigation, pre-litigation and litigation matters before the European Union Commission and courts of justice • Assist clients in EU regulatory matters and policy, as well as with lobbying strategies in a wide range of areas, and • Assist clients in France-Belgium cross-border and economic investment activities.

De Gaulle Fleurance & Associés is organized around two main divisions: a Corporate Structure Division and a Corporate Operations Division, in order to better align with its corporate clients’ own organizations and meet their needs.

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Rather than being organized in vertical teams or department based, the firm favours an integrated and cross-practice approach to client assignments with the implementation of virtual teams of experts on a project-by-project basis, to foster strategic goals with regard to the legal concerns of the matters at hand.

Our human resources management strives to ensure excellent harmony between our teams, which is reflected by the stability and low turnover of team leaders and the reinforcement of the firm’s knowhow with strong dynamism illustrated by in-house promotions and external hiring. Its ability to mobilize, pool talent and tap synergies allows the firm to ensure the delivery of a first-class service and the availability of its teams.

Looking to 2014 we have noticed that even M&A deals are more frequently dealt with in a litigious context resulting in the appointment of an ad hoc agent (mandataire ad hoc) or a judicial proceeding.

We think such negotiations with the firms’ litigation practitioners will become more crucial in future years.

Moreover, the French Stock market regulations should be heavily simplified and significantly accelerated (for private placement for example) so France will become one of the most competitive financial markets in Europe.

Stéphanie Roy, partner Stéphanie has developed highly specialized expertise in the context of mergers and acquisitions, capital markets and capital ventures in various fields such as finance, real estate, industry or services. She particularly appreciates large-scale projects involving intricate structures or complex technical issues.

Vincent Schmitt, partner Vincent’s area of practice covers tax advice and tax litigation regarding both corporate and private clients.

He is mainly involved in international operations and complex corporate structuring, and domestic and cross border mergers and acquisitions.

François Couhadon, senior counsel François is involved in mergers and acquisitions, securities law and private equity and advises a variety of listed and unlisted companies and investment funds on domestic and cross-border transactions.

Acquisition International | February 2014 |

DEAL OF THE MONTH: Euronav Acquisition of Maersk VLCC fleet

AI Deal of the Month Euronav Acquisition of Maersk VLCC fleet

Paddy Rodgers is the Chief Executive Officer of Euronav NV. -------------------------------------------------------------Euronav is an owner operator and manager of crude oil tankers. The company saw the acquisition of Maersk VLCC fleet as a transaction that would transform the company and provide the first step towards a wider consolidation of the world tanker fleet.

Company: Euronav NV Name: Paddy Rodgers Email: admin@euronav.com Web Address: www.euronav.com Address: Belgica House, De Gerlachekaai 20 2000 Antwerpen - Belgium Telephone: +32 3 247 44 11

Euronav has consistently employed European crew officers and is proud to boast that the average time in service with the company or its predecssors in business is 18 years.

Mr. Rogers commented that; “This traditional and yet modern combination ensured that in this transaction, we were able to express years of experience and boast good relationships with banks and others who supported us in acquiring and financing this billion dollar deal in three weeks over Christmas and New Year.”

Commenting on the acquisition Mr. Rodgers said; “In both the bulk tanker market and the equity capital markets size and age matter. The fleet offered for sale is both, large and young meeting the requirements of Euronav to enhance its position in both markets.”

The deal took just over three weeks from inception to public announcement, which by

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itself speaks of the tempo at which the company operates.

Discussing the challenges during the process Mr Rodgers said; “Timing represented the most significant challenge as the acquisition turned into a contract race.”

The acquisition turned out to be of great importance to Euronav as it will allow the company to serve its customers more completely by providing a large stable platform in what has always been a market characterised by fragmentation of ownership and weak counterparties.

“Success however would be assessed in the future through the liquidity of stock,” he added.

Mr Rodgers concluded by giving a positive prediction for 2014 stating; “Acquisitions will continue if the timing and the target is right.”

DEAL OF THE MONTH: WPCS International Acquisition of BTX Trader

AI Deal of the Month WPCS International Acquisition of BTX Trader

Sebastian Giordano is the Interim Chief Executive Officer of WPCS International Incorporated.

----------------------------------------------------------------WPCS International Incorporated (the Company or WPCS) is a publicly-traded NASDAQ company, that has been providing low voltage communications infrastructure contracting services to the public services, healthcare, energy and corporate enterprise markets worldwide since 2002.

In December 2013, the Company added a Bitcoin business segment, by acquiring BTX Trader LLC (BTX Trader).

Now a wholly-owned subsidiary of WPCS, BTX Trader’s current business strategy is to implement advanced trading algorithms for Bitcoin traders. BTX Trader expects to launch its platform in the second quarter of 2014 and generate revenue from the trading systems by offering users advanced Bitcoin trading algorithms and strategies that are not currently available, although the precise revenue model has not yet been announced.

The trading system is a cloud-hosted service that is in beta stage. It incorporates some high-end features traders may be familiar with from other asset classes, including advanced charting, trading blotters, and consolidated level 2 order books. BTX Trader’s future strategy includes the possibility of creating a Bitcoin exchange to allow low-latency execution of trades in Bitcoin, where it would expect to generate revenue on the inflows and outflows of Bitcoin trading.

Discussing the Company’s main advantages, Mr. Giordano said: “In its communications infrastructure segment, the principal competitive advantage in these markets has been by establishing a reputation of delivering projects on time and within budget.” Further he explained that other factors of importance include: “accountability, engineering capability, certifications, project management expertise and industry experience.”

“We believe that the ability to provide comprehensive communications infrastructure design-build services including wireless communication, specialty construction and electrical power continues to give us a competitive advantage. We maintain a trained and

certified staff of engineers that have developed proven methodologies for the design and deployment of communications infrastructure,” he added.

In addition the Company offers both a union and non-union workforce that allows it to bid on either labor requirement, creating yet another competitive advantage. “However, our ability to compete effectively also depends on a number of additional factors that are beyond our control. These factors include competitive pricing for similar services and the ability and willingness of the competition to finance projects on favourable terms,” Mr. Giordano summed.

Commenting on their Bitcoin segment, Mr. Giordano outlined that BTX is the first trading platform to enable Bitcoin traders and investors to access market data as well as execute orders for the top six Bitcoin exchanges in a single application. What further differentiates BTX from any other product in the market is the opportunity to be the premier algorithmic trading platform for digital currencies, allowing traders to execute orders and trading strategies not available on other exchanges, such as “stop limit”; which BTX already offers. “We believe this is a feature not available on any other current software,” he added.

In connection with the transaction itself, Giordano indicated that there weren’t any significant challenges in the process of the acquiring BTX Trader. However, he suggested that “Some challenges arose afterwards, as we faced some criticism for venturing into the Bitcoin space and for the subsequent conversion by the bondholders of a large portion of their existing debt and the resulting shareholder dilution,” he added. In response, Mr. Giordano said the Company believes that most of the criticism was ‘misguided and shortsighted’.

Elaborating, Mr. Giordano said that some of the considerations behind the acquisition were “to seek a transaction that: (i) the Company could afford to acquire, given its inability to access financing in the near term; (ii) it could grow, despite its limited financial resources; (iii) by acquiring it, would not severely dilute existing shareholders; (iv) would have significant growth potential; (v) could position the Company as an industry leader; and (vi) the Company could leverage our position as a publicly-traded company.”

In addition, he backed his position about having a long-term view about WPCS by pointing out some of Company’s results for the past five months, such as turning a severe negative cash position into a positive one, increasing stockholders’ equity from a deficit of approximately $6,000,000 to positive equity of over $4,000,000, securing over 27% more in customer contracts in its domestic operations over the past four months of calendar 2013 as compared to the same period in the prior year, and more.

“We will continue to allow results such as these to speak for themselves,” he added.

Moreover, he added that “We believe that the BTX Trader acquisition will positively affect the Company as it provides us the opportunity to be a leader in an emerging and growing market, while we continue to improve performance on the main business segment.”

Lastly, Mr. Giordano shared his views for the future stating that “We want to continue the turnaround of WPCS, by continuing to strengthen our balance sheet. In addition, we see BTX Trader, as not only the acquisition of a ‘platform’, but as a ‘platform acquisition’, meaning that we hope to leverage this acquisition to become a leader in this sector. While we feel that there is significant potential in the Bitcoin space, we make no predictions about the future, nor do not have any other expansion plans to discuss at this time.”

Company: WPCS International Incorporated Name: Sebastian Giordano Email: sebastian.giordano@wpcs.com Web Address: www.wpcs.com Address: 600 Eagleview Boulevard, Suite 300, Exton, PA 19341 Telephone: 484-359-7229

Acquisition International | February 2014 | 27

DEAL OF THE MONTH: Birlasoft storms into $75 Billion market by acquiring CRM Cloud partner

Birlasoft storms into $75 Billion market by acquiring CRM Cloud partner Company to deliver enhanced “end customer experience” by acquiring premium Salesforce.com partner

Birlasoft, the IT services arm of the CK Birla group and a global Information Technology Services provider present across US, UK, Europe and APAC, has announced the acquisition of EnablePath, a fast growing CRM solutions provider and Salesforce.com Gold Cloud Alliance Partner based in Atlanta, US. With this acquisition Birlasoft aims to drive specialized expertise in strategic high-end business consulting, cloud transition, implementation, integration and app exchange services developed on the Salesforce.com platform to provide full-suite of solutions around sales, service, marketing and related cloud environments value chain, in the enterprise and commercial midmarket segments.

This acquisition is a part of larger strategy of Birlasoft to leverage the shift in enterprises from ‘build model’ to business process led ‘consume model’ and a focus on ‘IT outcome’ to ‘business outcome’ based services enabled by technology disruptions like cloud, analytics and mobility.

Amita Birla, Chairman, Birlasoft said; “There has been a significant advancement in the technology world with new, disruptive technologies available not only to enable but to drive businesses in today’s rapidly changing market environment. Even at the CK Birla group companies, we see the need for cost optimization, faster time to market, improved post sales service and enhanced analytics for planning and execution. These insights have given Birlasoft, our IT arm, a headstart in identifying these trends ahead of time and I see great value in its solution portfolio, customer engagement model and acquire & align strategy.”

Company: Birlasoft Name: Tanuj Kumar Singh Email: tanuj.singh@birlasoft.com Web Address: www.Birlasoft.com Telephone: +91 8800503444

While Birlasoft has been serving top Fortune clients in the sales to post sales service value chain around business applications like CRM, SCM, ERP and related solutions around HCM, QA and Analytics, the company formulated the strategy to enable clients with best-ofthe-breed new generation technology solutions across business value chain from enquiry to order to cash to customer service. With CRM needing to be integrated in the sales to service value chain, cloud being one of the disruptive technologies and Salesforce.com being the frontrunner as the integration platform, Birlasoft has decided to make first investment in this space.

Commenting on the acquisition Preeti Das, CEO, Birlasoft said; “Delivering enhanced end customer experience with ‘Speed and Predictability’ is a chosen path for Birlasoft. The acquisition of premium Salesforce. com partner EnablePath by Birlasoft brings together strengthened solution capabilities, high end consulting expertise and channel management expertise.” She further added “Birlasoft would continue to innovative and strengthen solution capabilities through acquisitions and alliances to address the burgeoning demand of specialized solution expertise by different industry segments.”

Commenting on the acquisition Birlasoft Chief Financial Officer, Mr. TSC Easwaran said; “We are excited to align a fast growing organization to Birlasoft. The commendable commercial and operational construct of this alignment enhances Birlasoft value in the ever growing market synergizing the Birlasoft scale of operations and EnablePath core expertise in Cloud CRM.” Elaborating on the acquisition Ernie Riddle, President, EnablePath said, “This uniquely positioned entity will provide significant added capabilities in all aspects of Cloud Computing Consulting and Services. Birlasoft’s elite customer base, global footprint, ability to scale and financial strength would allow us to address larger opportunities and capitalize on this fast growing market. Customers will benefit from the combined value of high-end Cloud consulting services from EnablePath along with strong global delivery and support capability from Birlasoft.”

Birlasoft is an established global technology solution provider catering to Fortune customers. Leading industry analysts like Forrester and Gartner have recognized Birlasoft’s capabilities and mentioned

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Birlasoft in their industry reports. Industry associations recognized Birlasoft in the global top 100 club of IT solution providers twice in the year 2013 - Global Services 100 and Global Outsourcing 100 list. In 2013, Birlasoft has also been certified as ISO 27001:2005 for best practices in Information Security.

Capability through EnablePath acquisition • Premium Salesforce.com Gold Cloud Alliance Partnership • Strong vertical alignment in similar industries • Long term customer relationship through robust quality and processes • Specialized solutions capabilities in Marketing, Sales, Service Cloud and adjacencies like ServiceMax, CPQ, Chatter • High-end architects and developers About Birlasoft Birlasoft, part of 150-year-old multi-billion dollar CK Birla Group, enables clients in Manufacturing, Banking & Financial Services, Insurance, Media & Healthcare industry, to become competitive in their business by providing value-based information technology services, in onshore, offshore and near-shore models.

Birlasoft’s portfolio of services includes Enterprise Application Services, Custom Application Services and Specialized services like Testing, Analytics and Mobility.

Birlasoft’s robust delivery processes embrace digitized project management methodologies, embedded within proven practices of Six Sigma, SEI CMMI Level 5 and a secure services framework. Birlasoft has presence across US, UK, Europe, APAC including India. For further information, visit http://www.Birlasoft.com About Enablepath Headquartered in Atlanta GA, EnablePath is a Salesforce.com Gold Cloud Alliance Partner that was founded in 2006. EnablePath focuses exclusively on the Cloud Computing marketplace and the SFDC Ecosystem, and has served customers across US across industries including Financial Services, Healthcare, Manufacturing, Media and Technology. EnablePath has an experienced team of SFDC Certified Consultants and focuses on providing specialized, quality oriented consulting services and support for its clients in the Sales, Service, Marketing and related Cloud environments, in the Commercial Mid-Market & Enterprise segments. For further information, visit http://www.enablepath.com

Acquisition International | February 2014 |

SECTOR SPOTLIGHT: Dealing Effectively with the Challenges of Transfer Pricing

Dealing Effectively with the Challenges of Transfer Pricing

Marc Veuillot is the managing partner of CMS Bureau Francis Lefebvre Maroc. The 20-strong team he leads provides assistance to international groups in terms of transfer pricing policies, and drafts transfer pricing documentation for Moroccan entities which perform intercompany transactions.

As one of the leading legal and tax advisory firm in Morocco, CMS Bureau Francis Lefebvre Maroc negotiates tax settlements with the Moroccan tax administration that include transfer pricing issues.

-------------------------------------------------------------In Morocco a company faces transfer pricing issues during pre-acquisition tax audits, during the defence of the interests of a taxpayer in the framework of a tax audit and during negotiation with the Moroccan

Company: CMS Bureau Francis Lefebvre Maroc Name: Marc VEUILLOT Email: marc.veuillot@cms-bfl.com Web Address: http://www.cms-bfl.com/Maroc Address: 7, rue Assilah, Casablanca 20000 Telephone: +212 5 22 22 86 86

Other experts in this region

Company: Deloitte Brazil Name: Carlos Eduardo Ayub, Leading Partner of Transfer Pricing Email: carlosayub@deloitte.com Web Address: www.deloitte.com.br Address: Rua Henri Dunant, 1383 – 4º ao 12º andares, 04709-110 – São Paulo/SP Telephone: +55 11 5186 1227

tax administration. CMS Bureau Francis Lefebvre Maroc provides assistance on all of these issues.

Article 7 of Finance Act 40-08 for the fiscal year 2009 introduced an obligation for businesses which are taxable in Morocco to supply the tax authority with documents and information relating to transactions between a Moroccan entity and a non-resident entity of the same group. This obligation is now provided in article 214 (III) of the Moroccan Tax Code. Nonetheless, such documents and information need only be remitted to the tax authority on its express request.

Article 213 (II) of the Moroccan Tax Code also refers to the possible transfer of profits realized by two associated companies located in Morocco. In this context, we recommend justifying the prices applied between two affiliated companies located in Morocco in the transfer pricing documentation.

In Morocco, the definition of ‘dependent businesses’ is very wide in scope, and the Moroccan tax authority considers that transfer pricing control applies both to transactions between parent companies and subsidiaries (ie direct connection) and to transactions between sister companies (ie indirect connection).

The Moroccan tax administration can require a Moroccan entity to provide transfer pricing documentation, even if the latter is not subject to a tax audit. Under article 214 (III) of the Moroccan Tax Code, documents relating to transfer pricing must be sent at the request of the authority (in the form of a given notice) within 30 days of receipt of that request.

The documentation must be consistent and meet the Moroccan tax requirements in terms of transfer pricing. The Moroccan Tax authorities are entitled to adjust taxable profits by bringing in the profits it considers to have been indirectly transferred by means of increases or reductions in purchase prices or sales prices.

In its Circular Note n°717, the Moroccan Tax Administration refers to the OECD principles

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to explain the concept of “transfer of profits”.

Therefore, a transfer pricing documentation must prove that the prices are consistent with the arm’s length principle as described by the Moroccan tax administration and the OECD. In this context, CMS Bureau Francis Lefebvre Maroc has advised clients concerning (i) the content of a transfer pricing documentation to be delivered to the Moroccan tax administration and (ii) the transfer pricing impacts of group’s reorganization operations.

Transfer pricing issues impact Mergers and Acquisition operations, especially when those operations concern two Moroccan entities of the same group. Indeed, transfer pricing documentation requirements for associated companies only concern transactions performed between a Moroccan entity and an affiliate located abroad.

However Article 213 (II) of the Moroccan Tax Code refers to the risk of transfer of profits between associated companies located in Morocco.

In this context, the Merger of two Moroccan companies of the same group will lower the transfer pricing risks as the transactions performed between both companies (if any) would disappear.

We advise Moroccan businesses which have relationships of dependency with businesses established outside of Morocco or in Morocco, and enter into transactions with them, to prepare documentation in advance.

CMS Bureau Francis Lefebvre Maroc is the leading tax advisory firm in Morocco (legal 500; Chambers; IFLR 1000). It also benefits from the expertise and support of CMS Bureau Francis Lefebvre in Paris and may at any given time rely, when handling cases that require specific expertise, on one of the members of the CMS network, consisting of major European commercial business and tax law firms.

Through the CMS network, CMS Bureau Francis Lefebvre has the expertise to work on the transfer pricing documentation for international groups involving entities located in several countries.

We believe sound tax advice is more important than ever.

It requires not only professional expertise but above all insight into our clients’ wishes and goals. Our personalized commitment adds real value to our tax advice, which is reflected in the C&B More motto: ´Connect to add value´.

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SECTOR SPOTLIGHT: Tanzania: Land of Vast Opportunities

Tanzania: Land of Vast Opportunities written by Daisy Mumbi Tanzania has emerged as the destination of choice for investors across the globe. Fuelling this exodus are Worldclass natural gas discoveries off the Tanzanian coast, that are set to transform East Africa into one world’s largest sources of liquefied natural gas (LNG), combined with findings off the coat of Mozambique amounting to more than 100 Tcf.

32 | Acquisition International | February 2014

SECTOR SPOTLIGHT: Tanzania: Land of Vast Opportunities Traditionally known for its iconic tourist destinations, Tanzania has emerged as the destination of choice for investors across the globe. The recent natural gas findings off the coast of Tanzania are set to catapult the EA region into one of the largest sources of liquefied natural gas (LNG) in the world, with reserves currently valued at USD $430 billion. Receiving heavy investment from some of the global giants in the Oil and Gas sector such as the BG Group, Statoil, ExxonMobil, Ophir Energy and Tullow Oil, it is estimated that the sector will attract between USD $10-20 billion for exploration and production in the coming decade. Growing investment opportunities in the country are continuously receiving attention from international investors as demonstrated by recent high level investment delegations from the UK, Canada, Norway, Brazil, China and the USA.

For most pundits touting Tanzania’s investment potential in recent years, a lot depends on the country’s growing and proven gas reserves.

However, there is more to Tanzania than meets the eye. With a population of almost 50 million, Tanzania has enjoyed consistent political stability since its independence in 1961.The country is well endowed with valuable natural resources including gold, coal, diamonds, uranium and tanzanite, a gem found only in Tanzania.. A strategic gateway to EAC and SADC regions of Africa, Tanzania boasts of a deep water-port serving its land-locked neighbors Rwanda, Malawi, Uganda, Burundi, Zambia and DR Congo. With a landmass greater than Nigeria; Africa’s most populous country, Tanzania has swathes of fertile lands for agriculture alongside some of the most iconic tourist destinations in the world. With such endowments, it comes as no surprise that Tanzania played host to presidents of the two most powerful nations in the world in 2013 - the USA and China. .

“As an investment destination, Tanzania is ripe till kingdom come,” says Enoch Osei-Safo, the Managing Directorof Ecobank Tanzania Limited.

“Despite the effects of the global financial crisis in 2008/2009, many African countries have managed to hold their own, registering significant real GDP growth rates reminiscent of that of the Asian tigers of the 1990s. With real GDP growth forecasted at 7% for the next five years, Tanzania is the pride of the emerging African lion economies.

However, to harness the burgeoning opportunities in Tanzania, investors need to associate with a bank that understands the terrain and how to navigate its unique challenges and risks. This is the return you are assured of getting from a relationship with Ecobank Tanzania, drawing from the Group’s experience of investing in and supporting investment initiatives for more than 25 years across 35 African countries.”

Incorporated in Tanzania in 2009, Ecobank started operations in Tanzania in 2010 as a full service bank, offering both retail banking and corporate banking to a broad spectrum of customers including individuals, multinationals, SMEs, regional corporates, parastatals, international organizations and financial institutions. Ecobank Tanzania (ETZ) also enjoys support from centralized product and support specialists at the Group level in areas such

as investment banking, asset management and research.

By virtue of Ecobank Group’s superior footprint complimented by a subsidiary in France and active representative offices in London, Beijing, Johannesburg and Dubai, Ecobank is emerging as the preferred financial gateway to EAC, SADC and Africa at large. For instance, the Ecobank Nedbank Alliance allows the Group to service the needs of South African corporates doing business in the rest of sub-Saharan Africa. In Tanzania, ETZ is uniquely positioned to facilitate end-to-end trade and investment activities across the Sino-Tanzanian corridor via the Ecobank representative office in China and the Chinese desk in Tanzania.

Ecobank’s presence in Tanzania is a blessing to all categories of foreign direct investors as well as their employees in Africa and beyond. Most investors want a bank that can cater to their diverse banking needs as well as those of its stakeholders including staff and suppliers/distributors because it is cost-effective. ETZ is one bank in Tanzania that offers customers the luxury of ‘one-stop shop’ banking solutions. “At the corporate level, we have the capacity to adequately address traditional banking needs including advisory services, trade finance, lending and treasury solutions as well as investment banking and cash management solutions.” Says Enoch Osei-Safo. Through a single point of contact, Ecobank can coordinate offerings and provide integrated solutions for companies that operate across multiple geographies in Africa. For instance its world-class e-banking platform, Omni, empowers corporates to view and transact on their accounts in multiple languages and currencies across different countries in real time.

Among ETZ’s compelling value propositions is the Group’s suite of offerings. For instance, Rapidtransfer, the fast, reliable money transfer solution facilitates transactions across 34 African countries through the Group’s market-leading 1,226 branches across Africa. Regardless of one’s country of origin the Ecobank Regional Card is accepted in all ATMs within the Group’s network across Africa; this enables travelling account holders access their funds in the host country’s currency.

Finally, holders of the Ecobank Diaspora Account in Tanzania have the luxury of combining their home country account with their host country account thus enjoying transparent, convenient and seamless control over all their finances.

Ecobank Group Ecobank Transnational Incorporated (ETI) was created in 1985 in Lome, Togo and commenced operations in Togo in March 1988. In 2005, Ecobank enjoyed a precense in 13 African countries, where between 2006 and 2009, Ecobank invested over $122 million to implement an aggressive growth plan and increased its presence to 30 countries.

Today, with total assets in excess of $20 billion, more than 24,000 employees and over 10 million customers, Ecobank is present in 38 countries including a presence outside Africa, where the Group has a subsidiary in France, EBI SA in Paris as

well as representative offices in Dubai-United Arab Emirates, London-UK and Beijing-China. In Africa, Ecobank is unique among international banks by virtue of its unparalleled footprint, which cuts across 35 countries.

With more than 650,000 individual and institutional shareholders including the International Finance Corporation (IFC), Government Employees Pension Fund (PIC), Social Security and National Insurance Trust (Ghana), Africa Capitalization Fund and Asset Management Corporation (Nigeria), the Group has a well diversified ownership structure and is listed on three African stock exchanges in Lagos, Accra and Abidjan.

The Group has a dual objective of building a worldclass pan-African bank, contributing to the socioeconomic development and financial integration of the African continent. ETI has institutionalized the “One Bank” concept through common policies, standards and processes across operating entities, which enforce a strong compliance culture.

Ecobank is focused on optimizing the Group’s intrinsic value, which hinges on 3 strategic pillars, namely: enhancing customer service excellence, being the employer of choice and delivering shareholder value.

The Ecobank Group has reinforced its brand through the pursuit of diverse corporate social responsibility activities. The Group has institutionalized ‘Ecobank Day’, which dedicates the first Saturday of every October to community and social work activities by the various affiliates in their respective countries. As a Group, Ecobank’s 25-year journey has been very rewarding reflected in the multiple awards and plaudits in recent years, most notably: • The African Banker’s award for The Most Innovative Bank – 2013 • Most sustainable bank - Africa • Best African Research Team - 2011, 2012, 2013 • Global Best Frontier Market Bank 2013 • Best Regional Bank in Africa 2012 & 2013 • Employer of the Year Awards – Ecobank Tanzania 2013 • Global Finance Best bank in Africa - 2012 • Euro Money Awards for Excellence Best Bank in Africa – 2012 • EMEA Finance Achievement Award –2011

Company: Ecobank Tanzania Limited Email: ecobanktz@ecobank.com Web Address: www.ecobank.com Address: Karimjee Jivanjee Building Plot Nº 19, Sokoine Drive, P.O. Box 20500 Dar es Salaam – Tanzania Toll free line: 0800 110 021 Fax: +255 22 213 7446

Acquisition International | February 2014 | 33

SECTOR SPOTLIGHT: Tanzania: Land of Vast Opportunities

Ruaha University College (RUCO) is a private and secular institution of higher learning that is open to all regardless of their faith or religious affiliation.

It was established by the Tanzania Episcopal Conference under its trust deed of the registered trustees of Ruaha University College who are the trustees of St Augustine University of Tanzania (SAUT), through the generous support of wellwishers; friends of RUCO, both within and outside the country.

The college is governed and administered in accordance with the Catholic Church policy on Higher Education Institutions Ex Corde Ecclesia and the provisions of the constitution establishing a constituent college of SAUT. RUCO is conveniently located centrally within Iringa Municipality along Uhuru Avenue on the Great North Road to Dodoma, at what used to be Dr Amon J Nsekela Bankers Academy, in the Wilolesi area. Its central location and picturesque environment makes it an attractive ornament and centre of meetings in the municipality. The main entrance is next to the National Microfinance Bank (NMB) Mkwawa Branch.

The vision of RUCO is to be a hub of educational excellence and moral finesse and the mission is to be a committed institution of higher learning. It meets its vision and mission by providing demand driven quality education to students enabling them to become responsible professionals with moral and ethical values. Education is delivered through quality teaching, research and consultancy with quality manpower output for service and leadership.

In achieving its vision and fulfilling its mission, the University will constantly subscribe to the values of academic excellence, freedom, quality service and leadership, good governance ensuring transparent decision making, innovation and creativity, moral integrity and equal opportunities In May 2005, RUCO attained a letter of interim authority, following a possible recommendation by a technical evaluation team dispatched by the Tanzania Commission for Universities (formerly the higher education accreditation council). By October 2005, RUCO attained the status empowering the college to recruit students for approved programmes in law and ICT. It also made it possible to recruit the first intake of students for bachelor of science in computer

34 | Acquisition International | February 2014

science (BSc in CS) and bachelor of laws (LLB) and RUCO is proud to have since received the certificate of full registration. It is working towards becoming a fully-fledged university in the near future.

The college is currently offering programmes that specialise in three professional areas: information and communication technology, law, arts and social sciences, business administration and health sciences leading to the Ph.D degree, masters degrees, postgraduate diplomas, bachelors degrees, diplomas and certificates. It also provides short courses, seminars, consultancy and research.

Company: Ruaha University College Name: Ladislaus Kaijage Address: P.O.Box 774, Iringa Email: ruco@ruco.ac.tz Web: www.ruco.ac.tz Email: rwezaula@gmail.com Telephone: 00255 143906 or 00255 262 720 505 Fax: +2552702563

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SECTOR SPOTLIGHT: Indonesia: Emerging Economic Giant

Indonesia: Emerging Economic Giant Indonesia has enjoyed an economic boom created by its exports of raw materials to China, India and other growing economies. But commodity prices are notoriously volatile and the world’s fourth largest nation needs to create a more stable economy as it expands even further and urbanises rapidly. International investors are queuing up to exploit this major market. And the country may soon be considered among the leading developing nations in the world.

One of the economic policies to be released by the Indonesian Government to support growth in Southeast Asia’s biggest economy is the revision of the negative investment list. In general, it would be less restrictive and more investment friendly.

It reflects a series of efforts by the government to attract foreign direct investment, reduce capital outflows, boost exports and reduce imports. The new list would be effective in early 2014.

The government permits higher percentage of foreign ownership or even open the previously closed business field for foreign investors in certain business fields, including construction of land terminal for public purpose (49%), pharmaceutical (85%), advertising (51%) and venture capital (85%).

The new policy would also simplify for foreign investment with the higher percentage of ownership, such as in fixed telecommunication network and multimedia fixed telecommunication

network to become 65% from previously only 16%.

Certain business fields are still quite restrictive, e.g. distribution, warehousing, and cold storage for the certain areas in Indonesia. Maximum foreign ownership is 33%.

In an effort to show the serious commitment in developing the infrastructure, the government facilitates the foreign investment in the privatepublic cooperation projects (PPP). In the business of harbor facility – PPP, the foreign participation could be up to 95%. This is significant increase from 46% previously. The similar approach is also applicable on the power industry. The government allows foreign investors to hold 100% for PPP and maximum of 95% for non-PPP for the 10MW scale or above.

Our firm has substantial experience and influence to help various international clients in doing

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business in Indonesia and in broad range of transactions. Our practices captures in each practice the dynamism and experience to deliver real business results. BE Partners’ experience has been endorsed by various recognized international publications.

Company: BAGUS ENRICO & PARTNERS Name: Bagus S D Nur Buwono Web Address: www.bepartners.co.id Address: DBS Bank Tower 17th Floor, Ciputra World I, Jl. Prof. Dr. Satrio Kav 3-5 Jakarta 12940 Indonesia Telephone: 62 21 2988 5959 Fax: 62 21 2988 5958

SECTOR SPOTLIGHT: Spain: In the Spotlight

Spain: In the Spotlight Spain boasts one of the most significant economies in the world. After having such a phenomenal turnaround from the double-dip recession, confidence is being put back into Spanish businesses, which has provided a monumental inflow of foreign investment into the region.

Acquisition International speaks to experts in the region, Montero, Aramburu Abogados.

‘The party is over’ became a common expression to describe the Spanish economic situation in 2008, when more than a decade of persistent growth suddenly came to its end. An economic model too much based on the real estate and construction sectors, alongside with a perverse system of incentives in the financial and political arenas, happened to be the perfect breeding ground for the disaster: the blast of a huge asset bubble that was previously fed by a loose monetary policy uninterruptedly implemented by the main central banks in the Western world and a consequent unrestricted credit availability.

It has been six painful years and the Spaniards are still suffering. More and more indicators show, however, that the Spanish economy is turning around to a new pace of modest but solid and stable growth. Households and enterprises have reduced their indebtedness significantly. The country as a whole is also benefiting from the current calm in the sovereign debt markets after the turmoils of recent years. The international competitiveness of the surviving Spanish businesses has surged, due not only to a widespread reduction of costs, wages and prices but also to hard work and imaginative solutions resulting from the need to cope with difficult times, leading to a robust increase of exports and a diversification of the economy, where SMEs are taking the lead. Entrepreneurship is blossoming as it never did: startups by highly educated youth, most of them with international projection and based on smart ideas and state-of-the-art technology, are emerging from the ashes. Schumpeter’s spirit seems

Company: MONTERO | ARAMBURU ABOGADOS Name: Ignacio Gordillo - Adv LLM - Director International Tax Department Email: igf@montero-aramburu.com Web Address: www.montero-aramburu.com Address: Velazquez 18, 4º Izq. 28001 Madrid (Spain) Telephone: +34 954 99 02 58

to be guiding the Spanish civil society through its transformation and runaway from a rotten public sector that used to take up all aspects of economic life. A reform of the labor market and certain measures to achieve uniformity between the different regional legislations have been implemented and approved, respectively. Another comprehensive reform regarding the tax system has been recently announced, the government having committed to reduce individuals’ tax burden as of fiscal year 2014.

Relevant challenges are certainly ahead: it remains to be seen whether or not the new pace of growth will get robust enough to bring down the disgraceful unemployment rates; further structural reforms, including a truly rationalization of the public sector, are still needed to boost the economy; credit must still flow into the real economy; the new tax system to be implemented should focus on the hidden economy and make it emerge; the deep generational unbalances should be fixed so as to close the unfair and inefficient gap between the comfortable and privileged parents in their 50s and 60s and their exploited or idle sons.

But, despite certain dark clouds still remaining in the Spanish sky, a new wave of rising confidence has emerged among businessmen and is starting to pierce the consumers’ mood. The engine of the Spanish economy has been re-started and, although still slowly, the wheel is moving again.

Beyond the promising prospects regarding a Spanish recovery, the current existence of opportunities for acquisitions and foreign investment in general is a fact. According to the forecasts, real estate prices are hitting bottom in 2014, but for certain regions and types of immovable property indicators show that prices have already started to rise. Indeed, foreign funds have been acquiring massive real estate stockage during the last months. Wealthy foreign individuals are buying luxury villas throughout the Spanish seaside and fancy apartments in the center of the main cities at very convenient prices. Foreign direct investment is also pouring in to acquire and invest in profitable Spanish SMEs, which have become a natural target having regard to the fall in salaries, wages and other costs, thus filling in the liquidity shortage of local investors in the aftermath of the

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crisis and their difficulties to borrow from the still convalescent domestic banks.

Spanish public companies and large corporations are not an exception either: relevant stakes have been acquired by foreign capital during the last year and the stock markets seem underrated according to the analysts, who have predicted a wave of BIDs and mergers for the coming months. Last but not least, the recovered competitiveness and the improvement of the business climate are attracting MNEs to set up new industrial plants or to resume and encourage their previous operational activities in Spain.

In order to grant comfort to foreign investors, a flexible legal system is key. Spanish law is adapting to modern times, providing for sensible solutions to cross-border transactions. In particular, several tax benefits and ad hoc provisions exist for foreign collective investment vehicles, for foreign capital invested through Spanish collective vehicles with underlying movable and immovable property, R&D and IP management activities. But the Spanish tax system not only provides efficient solutions for foreign investors as regards their interests in Spain, but also with respect to their investments worldwide. The Spanish ETVEs regime and tax treaty network have respectively been remodeled and enlarged, so that Spanish holding structures are channeling more and more investment from and to Europe and LatAm countries, usually supplemented by efficient financing and IP structuring; moreover, new amendments have been implemented in Spanish law to encourage international trading activities that may be efficiently structured through certain Spanish territories.

With more than 40 years of expertise, MONTERO ARAMBURU ABOGADOS puts at the disposal of foreign investors 170 professionals, out of which over 120 are lawyers, and its six offices in Spain to provide fully fledged Spanish legal advice, particularly as regards cross-border transactions where our international team, being composed of attorneys with international academic and working backgrounds, may guide the client to find the best solutions in tax, corporate, labor, IP or any other field of Spanish law. Our hallmark and seal of guarantee: the client and his foreign counsel will be always assisted by our senior lawyers.

SECTOR SPOTLIGHT: Gambia: An Investment Haven

Gambia: An Investment Haven AI talks to Farage Andrews Law Practice about the countries expected growth and Gambia as a destination for foreign direct investment.

Farage Andrews Law Practice, a limited partnership law firm set up in the Gambia in 2011, by two lawyers who had each previously worked for competing legal practices. Its primary aim is to provide quality, efficient and modern legal services to both international and domestic clients. The Practice believes that each client is different and thus, tailors its approach to the client’s individual needs ensuring the client receives an expeditious yet economic result. It focuses on general business matters, international investment arbitration, commercial and criminal law including litigation and administrative hearings in these areas. The practice also believes that every person should have access to the legal system by supporting the local community through pro bono activities and charitable organisations.

Firm: Farage Andrews Law Practice Address: 78 Atlantic Boulevard, Fajara, Kanifing Municipality, The Gambia Contact details: info@farageandrews.com; www.farageandrews.com; +220 4495837 Partners: Loubna Farage and Victoria Andrews

Africa remains attractive to global investors and its economy is growing rapidly. With globalisation and increasing foreign direct investment (FDI), lawyers’ insular view of the law and the conditions under which they practice must evolve. There is an increasing need for competent international legal services, from providing advice to negotiating contracts or trade agreements involving investors or Governments.

The Gambia, though a small country in terms of population, land mass and natural mineral resources, boasts of an economy which is under visible, positive transformation in several ways including the rapid rate of major infrastructure development coupled with huge, sustainable growth of FDI and domestic investment. It is largely considered to be politically stable with a free-market economy complemented by the government’s creation of an enabling environment, offering incentives in areas such as agriculture, fisheries, tourism, forestry, manufacturing, energy, skills development, selected services and mineral/petroleum exploration. The regulatory framework ensures transparency and efficiency in certain sectors while the Gambia Investment Promotion & Export Agency (GEIPA) coordinates access to the various incentives offered to investors. Foreign companies

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are required to incorporate their businesses in the Gambia or register a local branch and the system of incorporation has been simplified with recent legislation relating to the Companies Act and Single Window Business Registration Act 2013. Foreign companies can fund investments subject to anti-money laundering measures and there are no foreign exchange controls. Foreign ownership of land is encouraged with some restrictions on residential beachfront properties in the form of proximity to the sea and maximum land area; subject to investments in the tourism development areas by tourism developers.

With all investments there are risks but investors in The Gambia should focus on the conducive environment, proper regulatory framework and business-focused economic policies. The legal system in The Gambia presents challenges, but being based on common law it has been guided in its evolution. The labour market continues to improve in terms of skills whilst the labour laws try to strike a balance between the employer and the employee. Government also focuses on education and skills training to upgrade labour standards. These issues can all be mitigated tapping the relevant expertise of lawyers, tax consultants and industry specialists.

SECTOR SPOTLIGHT: A Healthy Future for Egypt’s Economy

A Healthy Future for Egypt’s Economy Acquisition International speaks to Maher Milad Iskander & Co, profiling what they have to offer for those doing business in Egypt.

Top of Cairo City from tv tower, Panorama - Egypt Maher Milad Iskander & Co was established in 1985 by the managing partner Mr Maher Milad Iskander. The Cairo-based law firm specialises in commercial matters together with a number of related criminal issues.

• • •

The firm provides high-quality legal services with prompt and effective assistance, via 14 specialized consultants and lawyers and 50 professional assistants. Throughout its history it has acted in some of the most complex commercial litigation in Egypt, working to offer added value to clients. Maher Milad Iskander & Co are listed in international legal directories including Legal 500, Martindale , HG.org and Global Law Experts.

Areas of practice include: • • • •

Contracts – from negotiation to drafting, including pre-contract advice Employment law M&A operations, both sale and purchase Company incorporation, including providing antibribery and corruption programmes

•

• •

Companies Law – providing consultation and representation in disputes Tax – providing assistance in tax inspections and representation in tax procedures Commercial and civil litigation – providing representation in cases such as anti-monopoly and IP infringement Criminal litigation – relating to business and employment, such as IT crime, commercial counterfeiting and criminal use of trademarks IP disputes – advice and representation in cases such as violation of copyright Customer protection law related disputes.

Cases Maher Milad Iskander & Co has been successful in include the Empain Palace case, where they represented the grandson of Baron Jean Empain, who built the Heliopolis district of Cairo, and revoked the decision to seize properties worth millions of pounds.

In addition, Milad Iskander & Co’s lawyers proved the Law of Service Tax, which imposed a 3% tax on imports,

was unconstitutional; they also represent one of Egypt’s biggest banks on the issue of restructuring clients’ distressed debts. During the past two years the team has settled 18 default cases by striking a precise and fair balance between guaranteeing the bank’s rights and enabling the debtor to work under new conditions.

Company: Maher Milad Iskander & Co Email: info@mahermiladiskander.com Web Address: www.mahermiladiskander.com Address: 46 Thawra Street, Sodic Tower, Heliopolis, Cairo, Egypt Telephone: +202 22911276 - 24189028 +202 22912036 - 222911349 Fax: +202 24592659

Egypt’s prestigious law firm providing first class service to clients around the globe...

Maher Milad Iskander & Co. is a law firm that was established in 1985 in the most prestigious areas of Cairo, Egypt .Our Firm is specialized in commercial matters in general, besides a number of relating criminal issues.

We advise and defend Egyptian and foreign listed and unlisted companies operating in a wide range of sectors, including, but not limited to, automobiles manufacturing, telecommunications, pharmaceuticals, food, housing, ceramic, building materials, tourism, aviation, yarn & textile, banks and financial institutions and energy

46 Thawra Street, Sodic Tower, Heliopolis, Cairo, Egypt Telephone: (+202) 22911276 - 24189028 (+202) 22912036 - 222911349 Fax: (+202) 24592659 Email: info@mahermiladiskander.com

mahermiladiskander.com

Acquisition International | February 2014 | 41

SECTOR SPOTLIGHT: Asset Finance: Spurring Corporate Growth in 2014 - the UK

Asset Finance: Spurring Corporate Growth in 2014 - the UK Internationally businesses are still suffering the effects of cutbacks in traditional forms of financing; loans are hard to access, overdrafts have been reduced and credit is a thing of the past. These pressures have created unnecessary stopping blocks and many firms have been forced to put a stop on their growth ambitions.

Despite working in these conditions for a sustained period of time, many key decision makers are still ill informed about non-traditional funding options. Whether you’re growing your business or simply maintaining it, let us provide a summary of the vast options available when your bank is unable to help.

SKM Asset Finance Ltd (SKM) was formed in June 1997 and specialises in the provision of asset finance to the SME sector, predominantly to the construction industry. It distinguishes itself from competition because the directors and sales team have a wealth of experience financing construction plant and equipment.

-----------------------------------------------------------------Steve Moody, director at SKM believes that SME decision makers should consider asset finance rather than more traditional finance methods, because he sees demand increasing from SMEs as they take advantage of growth opportunities

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

in 2014 and beyond. In order to do that they will need to borrow and there is still little evidence that high street lenders have an appetite for helping the construction sector.

Although the funding for lending scheme remains in place, it seems that very little of that funding has so far reached the companies at which the initiative was aimed and who would truly benefit from it. In Mr Moody’s view, ‘this presents a great opportunity for SKM to provide asset funding solutions’.

He adds: “Currently most SME decision makers are choosing hire purchase as their funding option of choice. Within the construction sector, hire purchase has historically been the most popular type of asset finance, mainly due to full title being passed to the SME at the end of the agreement. I expect operating lease, whereby the assets are taken off balance sheet, will start to become more popular with larger SMEs who will see ‘profit from usage’ rather than ‘profit from ownership’ as their main objective.”

The government launched the annual investment allowance (AIA) tax incentive in December 2012, however many businesses are still not aware of this, despite it allowing 100% tax relief in the first

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year. Depending on the SMEs’ rate of tax it is an open invitation to invest in plant and machinery and secure the equivalent of a 20-45% subsidy.

Mr Moody explains: “We are ensuring that as many of our existing and potential customers as possible are made aware of this incentive. There are several challenges that lay ahead for SKM and the asset finance sector and we have already begun steps to address these areas for example; improving our internal and reporting systems; making great efforts ensuring our presence is known within the SME construction sector; writing hire purchase agreements on fixed rates which assist in clients cash flow projections in the years ahead.”

SKM saw business levels increase by 20% in 2013 and over 30% of this business came from new SME customers. Mr Moody said: “We have targeted ourselves with a further 20% increase in new business in 2014, and with the support of over 20 asset finance funders, we believe this is very achievable. Our hope for 2014 is that funders, brokers and organisations such as the national association of commercial finance brokers (NACFB) continue to spread the word of the importance and availability of asset finance for SMEs.”

SECTOR SPOTLIGHT: Japan: An Irresistible Location for Foreign Investors

Japan: An Irresistible Location for Foreign Investors Japan is proving an alluring country for investors this year, despite the economic crisis six years ago. Japan is set to bounce back at a remarkable pace with the country proving itself to be one of the best performing stock markets in 2013 as well as recently winning the right to stage the Olympic Games in 2020.

Robert Crane is the founder and managing director at Solid Japan KK, a full-service provider of advisory, back office and outsourced financial control services for foreign companies in Japan. Solid Japan works closely with foreign firms and new market entrants to ensure their Japanese subsidiary is running smoothly and optimally.

------------------------------------------------------------------Speaking of the current business climate in Japan Mr Crane says: “There is a lot of positive energy and sentiment out there right now; the most I have seen in years. This may be the result of a combination of ‘abenomics’, a booming stock market, and optimism surrounding the 2020 Olympic games.”

To maintain Japans recent growth prime minister Abe’s economic agenda is centred on a 3-point plan; • Expand the monetary base • Massive fiscal stimulus • Structural reforms and boosting wages There has been a tremendous amount of investment in clean energy and specifically solar power generation in the last couple of years. Solar related companies have been pouring into Japan in order to take advantage of government subsidies and a real demand for clean energy following public nervousness over nuclear power.

“Other hot sectors providing investment opportunities include; social media, gaming, and software as well as e-commerce. Japan is always a great market for health care products and services, and companies catering to the needs of seniors,” explained Mr Crane.

Japans reputation as a leading centre for innovation has a really big impact in attracting foreign investment firms in key industries, such as software, electronics, biotechnology, automotive and aerospace. Mr Crane added: “Japan is still a world leader in these fields.”

The biggest challenge facing the Japanese economy is shifting demographics. Like most mature economies it sees the ageing and declining population as a potential challenge to future growth. Mr Crane believes these challenges can be overcome by adopting family-friendly policies that allow women to have both a career and a family and should go a long way to help increase the birth rate.

In comparison to its neighbouring countries Mr Crane said that the biggest advantage that Japan has is stability. He added: “We offer a mature, stable, democratic economy, and Japan also has solid infrastructure, strong investor protections, and rule of law.”

Company: Solid Japan KK Name: Robert Crane Email: info@solidjapan.com Web Address: www.solidjapan.com Address: Takanawa White Mansion #1006, 2-15-11 Takanawa, Minato-ku, Tokyo 108-0074 Telephone: 81-3-4577-3514

Acquisition International | February 2014 | 43

SECTOR SPOTLIGHT: Scotland: Looking Ahead to 2014

Scotland: Looking Ahead to 2014 2014 looks very bright indeed for the currently expanding Scottish economy. GDP is set to grow at 1.8% in 2014 and to further expand to 2.8% in 2015. Over the course of 2013 the economy grew faster than the UK as a whole and employment levels are now at a fiveyear high. Acquisition International meets some of the experts to discuss whether Scotland really is a European Region of the Future…

Legal and Legal Solicitors and Notaries are based in Glasgow where Asif Jilani Hussain is principal solicitor. The firm distinguishes itself from the competition by, being a sole practitioner firm, available to the community at a moment’s notice, dealing with a variety of areas of law and specialising in immigration, asylum and human rights issues. In addition having a very experienced solicitor at its helm, and having multi-lingual staff are additional benefits. Clientele vary from all different parts of the UK and world.

Legal and Legal Company: Legal and Legal, Solicitors & Notaries, Glasgow Contact: Asif Jilani Hussain, principal solicitor Email: info@legalandlegalsolicitors.com Web: www.legalandlegalsolicitors.com Address: 62 Nithsdale Road, Glasgow, G41 2AN

----------------------------------------------------------------Mr Hussain continues: “Not only do our legal team have many years’ experience specialising in various areas of law, but we make it our priority to ensure each and every client is provided a quality service.

Confidentiality and tact are second-nature to us and we take great care to ensure that whatever legal issues you are faced with we will advise and guide you every step of the way.”

Looking ahead to 2014 Mr Hussain thinks: “prospects for the business environment are very good and the year ahead will be a very interesting and exciting time for Scotland. We have the independence vote, the results of which will determine our whole future, as either an independent nation, or as part of the UK. Change is a good thing and I believe that things can only get better.

“I think one of the biggest challenges facing the economy would have to be the uncertainty about the independence vote; no one really knows which way the vote will go, and I predict interesting times

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if there is independence. So many details will have to be worked out; currency, border control, and how we operate without Westminster; all very interesting. I think these challenges can be met by being honest, open and up front about the facts.”

Mr Hussain believes the biggest pull factors and opportunities for investors include the robust Scottish economy and the Scottish people; “We are hardworking and used to adversity, being robust and hardy; a nation that will face any hardships and fight them head on. I believe that Scottish employees are the hardest working in the UK. “I think the advantages of investing in Scotland are that our economy is fairing much better than the rest of the UK, coupled with our vibrant, hardworking and sturdy workforce, we can face and overcome any obstacle that is placed in front of us. We are a nation with fire in our bellies! There are also very attractive government incentives for anyone wanting to invest in Scotland; I believe this makes us a very valuable country with bright and promising times ahead of us.”

SECTOR SPOTLIGHT: The AIFMD: Six Months on…Has a Single European Market Been Created?

The AIFMD: Six Months on…

Has a Single European Market Been Created?

The Alternative Investment Fund Manager’s Directive (AIFMD) was put in force on 22 July 2013 with the rationale to provide a regulatory regime for managers of non-UCITS funds and to create a single European market in this area. With only six months to go until full implementation of the AIFMD on July 22 2014 it is estimated that around only 20 per cent of fund managers have submitted an application to their local regulator for AIFMD authorisation.

Within this report we invite some of the leading players in the alternative investment arena to offer their thoughts and comments on how successful the directive has been in creating a single European market.

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SECTOR SPOTLIGHT: The AIFMD: Six Months on…Has a Single European Market Been Created?

Rothstein Kass, a premier professional services firm, discusses the European Securities and Markets Authority’s (ESMA’s) recently issued final guidance for Alternative Fund Investment Managers (AIFMs) on Annex IV regulatory reporting.

-----------------------------------------------------------------------The Alternative Investment Fund Managers Directive (the AIFMD or the Directive), which took effect on 22 July 2013, imposes significant regulatory reporting obligations on certain fund managers marketing their alternative investment funds (AIFs) in the European Union (EU). The EU’s regulatory reporting template, known as Annex IV, is similar to what most US registered investment advisers are familiar with under form PF reporting.

Annex IV reporting requirements are considerably more extensive (for more details, see Rothstein Kass’ February 2013 EU Wall Street Argus, EU AIFMD Creates New Marketing Challenges and Regulatory Burdens for US Investment Managers).

The ESMA recently issued final guidance for AIFMs, including AIFMs based outside the EU, on various aspects of regulatory reporting under Annex IV. Both EU and non-EU AIFMs may be required to complete the Annex IV risk disclosure report required under Articles 3 and 24 of the Directive. Specific reporting requirements depend on, among other things, the jurisdiction and member state in which the AIFMs conduct business activities with EU investors.

Impact on US AIFMs The AIFMD generally has direct implications for US alternative fund managers if they: • Are authorized to conduct business as an AIFM in the EU (not available for non-EU managers until 2015)

Austrian law firm Brandl & Talos Attorneys-at-Laws (Brandl & Talos) partner Ernst Brandl considers the impact of the alternative investment fund manager’s directive (AIFMD) on his firm. As the effective date draws nearer, the AIFMD is growing more important by the day. Even though preparations for its implementation in Austria have been anything but a success, the scope of the adopted law and many of its provisions are still unclear and ambiguous ----------------------------------------------------------------More and more of Brandl’s clients are realizing that the AIFMD affects them, resulting in the increasing need for support and advice. As the adopted law contains many strict requirements for future AIFM, a core question is how to operate within the confines of the law in order to find alternative investment models and, in some cases, restructure investment models.

Mr Brandl says: “The biggest challenge was, and still is, to understand the scope of the adopted law.

The Austrian legislature has not just implemented the wording of the AIFMD, but also tried to clarify the scope by adding several clauses, which have brought more confusion than clarification.”

Several references to existing laws and provisions have created particular bewilderment and raised the question whether the law fulfils the constitutional requirements. The Austrian financial market authority (FMA) has tried to close the gap by publishing several guidelines. Unfortunately

• •

Manage & market an EU-based AIF to investors in the EU Manage & market a non-EU AIF to investors in the EU.

Reporting obligations under Annex IV still apply to non-EU/non-authorized managers marketing AIFs in the EU under Article 42 of the directive. Based on the final guidelines from ESMA, non-EU managers will be required to provide Annex IV information only for their AIFs that are being marketed in the EU area. As a result, non-EU managers with multiple funds can focus their regulatory reporting obligations on those specific entities that are marketed in the EU. In addition, ESMA’s final guidance provides that feeder AIFs are to be reported separately from their master fund entity. This is a key difference between Annex IV and Form PF, on which many managers chose to aggregate feeder funds up to their master for more streamlined reporting. Master AIFs whose feeders are marketed in the EU may also be required to be reported separately from their feeder funds, regardless of whether the master fund itself is being marketed in the EU. Information Reported Under Annex IV Annex IV requires AIFMs to report detailed information, including the: • Breakdown of investment strategies • Principal markets/instruments traded/geographical exposure • Total value of assets under management • Turnover and transactional data • Principal exposures and most important portfolio concentration (i.e. the main instrument in which the AIF is trading) • Financing and collateral • Schedule of investments • Liquidity profile.

Next Steps for US AIFMs US managers who are conducting business in the EU, either by managing an EU-based AIF or by marketing a non-EU AIF, should begin identifying the scope of their AIFMD obligations if they have not already done so.

Aside from regulatory reporting, US AIFMs subject to the Directive will need to: • Plan for the annual report requirements, and • Review their disclosures to investors to ensure they are in compliance with the requirements of the Directive.

Once EMSA’s guidance on Annex IV has been translated into the official languages of the EU, each national authority will have two months to confirm whether or not they will approve the guidelines and include them in their national law.

Company: Rothstein Kass Name: Brandon Caroprese, CPA, and Erik Edson, CPA Email: bcaroprese@rkco.com Web Address: www.rkco.com Telephone: 212.739-6320

they have added more questions than they answered, especially because the FMA has taken the position that every case must be considered individually, leaving fund managers with little helpful guidance.

Considering AIFMDs impact for the rest of 2014 Mr Brandl says: “We assume that the adoption of the complex compliance and disclosure requirements will pose a major challenge for the formerly unregulated industry.”

Mr Brandl believes that as the AIFMD is not effective yet; it is still too early to evaluate the situation. “In our opinion the AIFMD contains many good ideas for a single European market, especially the passporting system, but it remains to be seen how aggressively this system is implemented. While this topic has only recently become of interest to our clients, we are sure that it will continue to rise in importance as the initial confusion surrounding it is resolved.”

“Regulatory uncertainty in this area will keep the industry and its advisors busy after the fund managers have submitted their applications for a license. Furthermore, it will be especially interesting to see how the FMA reacts to the applications and whether the FMA fulfils the expectations of the industry with respect to the regulation of AIFM. However, the FMA proceeds, the AIFMD will definitely keep us busy for 2014 and beyond.”

It is estimated that only 20% of fund managers have submitted an application to their local regulator for AIFMD authorization and Mr Brandl assumes that in Austria it will be even less than this, believing the main reason is that the FMA has announced that it will need up to three months to process an application.

“In our opinion many fund managers are still evaluating their options; thinking about alternative concepts for their enterprises. We believe that at the latest four months before the effective date most fund managers will decide, whether they need a license or not, and start the application process accordingly,” he explains.

Brandl & Talos Attorneys-at-Law Company: Brandl & Talos Attorneys-at-Law Name: Ernst Brandl Email: office@btp.at Web Address: www.btp.at Address: Mariahilferstraße 116, 1070 Vienna, Austria Telephone: +43 1 522 5700

Acquisition International | February 2014 | 47

SECTOR SPOTLIGHT: The Offshore Recovery

The Offshore Recovery It’s no secret that some of the world’s major offshore locations have experienced a number of turbulent years, however 2013 was encouraging for many and there have been some positive signs of recovery in the key hubs.

Beyond the huge regulatory changes that international governments and financial services firms have either implemented or adhered too, many regions and specialists have gone beyond this to ensure that they remain an attractive location to undertake business. Acquisition International talks to the experts about the steps that have been taken.

Cayman Islands Rolf Lindsay joined Walkers in 2005 and is a partner in the firm’s Global Investment Funds Group, based in the Cayman Islands. His practice focuses primarily on private equity funds and their activities, and encompasses the structuring of fund sponsor vehicles, the formation of alternative investment funds and the consummation of transactions undertaken by them.

Walkers focuses principally on corporate and international finance law with an emphasis on

Company: Walkers Name: Rolf Lindsay, Partner Email: rolf.lindsay@walkersglobal.com Address: 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, KY1 9001 Telephone: +1 345 914 6307

investment funds, private equity and capital markets and structured finance. Our firm delivers clear, concise and practical advice based on an in-depth knowledge of the legal, regulatory and commercial environment in the British Virgin Islands, the Cayman Islands, Ireland and Jersey.

Whatever the rhetoric in the popular press: regulators in the developed world now understand that the Cayman Islands is not the opaque villain of popular legend. The robust anti-money laundering legislation that has been in place in Cayman for many years is far more stringent than in many onshore financial centers, and any analysis of the international co-operative agreements in place demonstrates why jurisdictions such as the Cayman Islands are so highly regarded by international bodies such as the OECD, FATF and IMF. The shift in the discussion to the real issues of transparency, regulatory cooperation and the management of systemic risk has been welcomed.

Whilst private actions remain unequivocally private, the commitment of the Cayman authorities to transparency and to the exchange of information for tax and regulatory purposes is

48 | Acquisition International | February 2014

genuine: Cayman has agreed to join the G5 pilot scheme for multilateral automatic exchange of tax information, the Cayman government has executed over 30 Tax Information Exchange Agreements; and the Cayman Islands Monetary Authority (CIMA) recently announced a bold new initiative to enhance the jurisdiction’s corporate governance regulatory framework.

These are just recent developments that are part of Cayman’s long history of regulatory transparency. For more than a decade, Cayman has been actively involved in the OECD’s work on standards for the exchange of information for tax purposes and has played a significant role in the OECD’s Global Forum in this regard.

From a private equity standpoint, the Cayman Islands offer a well-developed legal structure under a flexible statutory regime and within a common law system renowned for its sensible approach to commercial disputes. Affording investors the ability to raise capital efficiently in a tax neutral environment, and to structure complex acquisition vehicles with infinite flexibility, the benefits to investors and the jurisdictions in which they deploy their capital are significant.

SECTOR SPOTLIGHT: The Offshore Recovery Fireworks at Douglas Bay on the Isle of Man

Isle of Man In 2008, the financial world as we knew it ‘broke’ and whilst there is good reason for cautious optimism we are still seeing sluggish growth and inconsistency of data both in the developed economies and the developing markets.

These successes are however against some tough times in our industry and the Island’s role as an international financial centre, with consistent challenge from the G8 countries around tax take, the moral code adopted by the international press around tax planning and a general approach from our bigger relations for the need to increase income, puts us under constant scrutiny.

So, over five years on from the ‘break’ where are we in terms of the Isle of Man?

And the future in the corporate services world?

Ironically, despite a feeling of uncertainty, the here and now is pretty encouraging. As a corporate service provider we are seeing good pipeline which is diverse in nature and looking at our financial performance in 2013 we are well placed for the odd ‘pat on the back’ and a mumbled ‘well done’, something which is often confirmed from others in our field when out and about on the Island.

There will continue to be consolidation, with some of the bigger providers continuing to grow via acquisition; however, the smaller more niche providers will continue to prosper so long as they stick to their skill set and service models.

We are likely to see increased numbers in the single family office model, with the need for the Isle of Man to attract this business by competing globally from a brand perspective and areas such

as the aviation registry and increasing positive comments from the UK government as to the Island no longer being a tax haven will help.

We are slowly coming out of the darker times, and here and now there is cause for optimismlong may that feeling reign!

Company: Döhle Corporate and Trust Services Limited Name: Paul Swindale Email: info@doehlecorporatetrust.com Web: www.doehlecorporatetrust.com Address: Fort Anne, Douglas, Isle of Man IM1 5PD, British Isles Telephone: +44 (0)1624 649510 Fax: +44 (0)1624 649502

View of Port Louis, Mauritius, Africa

Mauritius Erriah Chambers (Erriah) specialize in international tax law, trust law, business law, and all aspects of offshore business activities.

The chambers were founded, responding to the demand for Mauritius based lawyers with international exposure, and specialized expertise.

It also acts as legal adviser and consultant to international banks as well as those in Mauritius.

-------------------------------------------------------------Mr Dev R. Erriah, head of chambers at Erriah considers the current business environment and investment climate around Mauritius’ reputation as a recognised safe and trusted jurisdiction, and international financial centre. With the appropriate legal and regulatory framework, sufficiently high levels of expertise, a very attractive fiscal regime and a vast network of double taxation treaties, and Mr Erriah believes the current business climate remains ‘more than positive’.

The government of Mauritius has furthered its policy of encouraging substance in Mauritius, ensuring global business companies are effectively being managed and controlled in Mauritius. These companies are now required to show presence which can be reasonably expected from a corporation managed and controlled in Mauritius.

In addition to the pre-existing requirements, conditions such as; having office premises, holding assets, employing staff and using local service providers are all now necessary. All of which can be met at a relatively low cost.

“Mauritius’ challenge will be to maintain its currently very good reputation among the global business community, and our financial institutions will have to be on their toes. The bank of Mauritius regulates banking transactions while the financial services commission is the regulator for non-banking transactions, acting as watch guards regarding the quality of foreign investments coming into and going through our jurisdiction,” said Mr Erriah.

Looking ahead in 2014 Mr Erriah said: “To sustain its position as an international financial centre of substance, Mauritius constantly enhances its range and quality of its financial products, demonstrating our commitment to providing high quality services to the global business community. As such I am confident that 2014 will be another positive year for us.”

Company: Erriah Chambers Name: Dev R. Erriah Email: deverriah@intnet.mu Address: Level 2, Hennessy Court, Pope Hennessy Street, Port Louis, Mauritius Telephone: (230) 208 2220, (230) 208 3220

Acquisition International | February 2014 | 49

SECTOR SPOTLIGHT: Is a Captive the Ideal Insurance Solution to Finance Your Risks?

Is a Captive the Ideal Insurance Solution to Finance Your Risks?

Linking insurance purchase to risk management and financing efforts, optimising captive retention strategy - By Stuart King It is little wonder, from a consolidated balance sheet perspective, that many finance leaders consider a captive to be economically negative for a group given a captives income is a related business unit expense, particularly given the increasing amounts of capital tied up, onerous governance requirements, outsourced service provider costs, restrictive use of captive asset investment and so on.

However, I am not convinced that this is a true reflection of the positive benefits that a wellstructured insurance programme linked to corporate strategy, that optimises captive participation can provide. In addition, there is a growing trend for captives to provide customers’ with insurance products that not only generate direct group revenue but also improve client loyalty.

In my view, the decision to retain risk via local deductibles; a captive or transfer via the use of insurance begins with mapping corporate risks to available and purchased insurance covers and aligning programmes to corporate risk tolerance and appetite.

The argument often cited by risk and insurance managers is that a captive provides stability in commercial market premium and terms during times of market unrest. This argument has perhaps changed of late.

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Developing an optimised insurance programme often involves:

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• In part given the limited impact of recent world events on the insurance market conditions, it is perhaps worth considering a captive strategy where it acts as a risk repository vehicle, which supports and enhances corporate risk management efforts, linking insurance to corporate strategy rather than captive utilisation as a market of last resort.

That said, original drivers of a captives establishment is often over looked as a captive matures. Insurance arrangements typically ‘renew as expiring’, whereas the ultimate parents trading circumstances may have materially changed.

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Establishing corporate risks that are suitable for insurance protection; Analysing the financial tolerance of the corporate balance sheet and the board appetite towards risk retention; Understanding overall current insurance costs (both life and non-life) and adequacy of policy coverage’s; Designing a programme that considers volatility of total cost of risk, linking insurance purchase strategy to risk management efforts; and Using specific firm wide risk data, undertaking statistical analysis and trending to market risk more effectively to underwriters.

Corporate risk mapping to insurance needs It is often best practice to map risks, such as: strategic, hazard, financial and operational to insurance products available and those that are purchased. This provides

50 | Acquisition International | February 2014

a solid base to broadly understand risks that pose a greater threat to a firm’s wellbeing, driving important topics up the agenda when planning insurance renewals with brokers and underwriters.

There are evidently some risks such as; currency and foreign exchange risk more effectively managed via traditional financial market methods and some that are considered a cost of doing business.

Undertaking this approach can often identify duplications of cover, inadequate limits and areas of a corporate balance sheet, which may benefit from insurable risk transfer and/or captive participation.

This includes cyber, reputational and merger and acquisition risks.

In addition, this may directly improve the linkage between risk and insurance management departments and board risk committees. Creation of a chief risk officer role (responsible for life and non-life risks) has greatly improved this linkage and board interaction, as insurance is typically a finance or treasury department responsibility.

Risk tolerance and appetite There are a number of methodologies to establish a firm’s financial tolerance and stress testing of key

SECTOR SPOTLIGHT: Is a Captive the Ideal Insurance Solution to Finance Your Risks? analyst ratios, such as; revenues, net income, dividend and earnings per share, cash flow, working capital and so on.

However, it is perhaps worth considering that two items that are impacted directly are revenue and annual net earnings. Evidently the cost of risk management (including premiums) is a percentage of a products selling price, and therefore controlling, and reducing risk has a direct positive impact on bottom line results and operating margin ratios.

Understanding the monetary amount of a firms risk bearing capacity is the first step to provide perspective on what is considered a suitable amount of risk to retain.

Retention and captive strategies A captive arrangement is considered a formal mechanism for retaining risk where there is legal segregation from business operations, many operated independently. More often than not, a captive programme will attach low business unit retention or write ground up cover. Although this greatly improves claims control and policy management, it is perhaps worth undertaking individual operating unit risk tolerance and appetite reviews, which can often result in reducing frictional costs such as capital required in a captive, and insurance premium related taxes.

In addition, in the event of a loss, tax planning is also an important factor as in certain circumstances it may be more efficient to absorb the loss against local country income, versus the inability to utilise tax losses in zero tax regime captive domiciles. That said, very

often use of a captive is a neat mechanism to repair thinly capitalised business units following a major loss, which may, or may not reduce or avoid certain capital taxes.

Once a total amount of risk retention is established there are potential benefits to understanding and analysing the optimal retention allocation between local balance sheet and captive. By funding risk ‘on balance’ sheet the opportunity does exist in certain circumstances to create provisions, slightly contradicting the rationale cited for captive establishment.

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If loss of control is a concern, many captive owners may consider running risk data via their captives processes, i.e. adopt the same reporting principles in what many term as a ‘virtual captive’ arrangement. By doing so the captive becomes a risk repository vehicle that should improve data collation when renewing corporate insurance programmes.

In addition, particularly for a direct writer, many cite captive use reduces collateral such as letters of credit (LOC), however, it is perhaps worth considering the many trust structures now available to an insurance purchaser where trust assets can be used more freely as agreed with the counterparty – from an EU insurers perspective a trust fund solution versus LOC’s may realise capital efficiencies as under Solvency II LOC’s yield a lower credit against required solvency margin.

In summary, many captive owners may yield benefit in considering the following steps when developing insurance purchase and captive strategies:

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Design an insurance programme that is aligned and linked to corporate and risk management efforts, both life and non-life risks; Map corporate risks to insurance availability and regularly challenge why insurance is or is not purchased; Undertake regular risk tolerance and appetite reviews to establish the amount of risk a corporate is comfortable to retain and one that makes sense from a premium saving perspective; Optimise the retention allocation between local balance sheets and captive, being mindful of capital duplication and frictional costs such as insurance premium taxes and the like; Explore a captive strategy that is part of centralised risk collation/warehousing effort to improve analytics and underwrite submissions, speeding up renewal process.

Company: FR Global Advisors Ltd Name: Stuart King Email: stuart.king@frglobaladvisors.com Address: Hamilton House, 28 Fitzwilliam Place, Dublin 2, Ireland Web: www.frglobaladvisors.com Telephone: +353 (1) 775 9511 Mobile: +353 87 234 1241

Cincinnati, Ohio

Joseph L. Petrelli, is president of Demotech, Inc, a financial analysis firm specializing in evaluating the financial stability of regional and specialty insurance companies. Since 1985, Demotech serves the propertycasualty and title insurance marketplace by issuing independent Financial Stability Ratings® (FSR) based upon quantitative information. Demotech distinguishs itself from its competition because its FSRs are a leading indicator of solvency. Furthermore, Demotech focuses on a carrier’s execution of its business model, not size.

---------------------------------------------------------------------Captive Insurance benefits large corporations through the financial integration of high frequency-low severity risk into the operating results of the entity. Similarly, larger exposures can be insured or retained through funded self-insured retentions while simultaneously minimizing the overall cost of insurance coverage.

consistently utilize risk management or loss control activities to achievesuperior claim related outcomes.

Demotech believes that Captive Insurance has increased in popularity because the pricing and underwriting cycles within the insurance industry have diminished industry appreciation for insureds who

Demotech predicts that smaller corporations and other entities will explore and incorporate 831 (b) captives in Ohio and the United States. For these types of captives, 2014 will be a transitional year.

In the State of Ohio, captives and self-insurance has long been utilized for the workers’ compensation insurance of larger manufacturers as well as other employers. Although Ohio is not viewed as a captive domicile, workers compensation insurance and the utilization of safety and loss prevention programs have been in place for decades.

This situation in conjunction with the regulatory philosophy and environment established by the State of Ohio Department of Insurance (ODI), known for quiet competency. ODI regulates for the protection of consumers and carriers without feeling the need to project its philosophy at the national level, as some other states and departments do.

Countrywide in the US in 2014, we envision captive insurer growth at two levels – first, in the number of captives formed as well as the increase in number of state domiciles competing for captives. Second, we believe that a large number of captives will be expanding the corporate risk and insurance coverage placed internally. In other words, having been successful in the past, additional lines of business will be added to existing captives.

Company: Demotech, Inc. Name: Joseph L. Petrelli Email: jpetrelli@demotech.com Web Address: www.demotech.com Address: 2715 Tuller Parkway Dublin, Ohio 43017 Telephone: 1 614 761 8602

Acquisition International | February 2014 | 51

SECTOR SPOTLIGHT: Managing Wealth: The Importance of a Family Office

Managing Wealth: The Importance of a Family Office Consolidated Investment Reporting – Conquering The Complexities Of Wealth Management.

By Craig Pearson, CFA at WealthTouch, Inc. Traditionally family offices managed tax, investments and finances for only the wealthiest of families and while this industry is still going strong, some firms are using economies of scale to capitalise on a broader clientele i.e. clients who typically have $5-10m in investible assets.

Families and individuals with a high-net worth often have a huge interest in investments but they don’t have the time or expertise to think about or manage them.

AI talks to some of the major experts in the field who are able assist these wealthy families and individuals in understanding the options available in setting up a family office, how to structure their wealth and preserve it for future generations.

The proverb, shirtsleeves to shirtsleeves in three generations, is well known among business owners and families with multi-generational wealth. In order to break this cycle most families that have over $25 million in wealth seek the services of a family office. A family office’s primary focus is on preserving and growing wealth by managing risk. However, risk can’t be managed properly without having a complete understanding of a family’s total wealth across all custodians, managers, asset classes, and complex entity structures. That is why consolidated reporting has become a foundational element for both family offices and family members in providing independent actionable oversight in order to make faster, smarter financial decisions.

-------------------------------------------------------------Managing your family’s balance sheet is no different and no less important than a corporate balance sheet, but like your business you need an individual or team with specific skills to manage all aspects of your assets, liabilities, income and expenses as they are integrated and interdependent. Instead of having specialists in operations, sales and product, business owners will need a team of specialists for legal, philanthropic, tax, and investments.

The family office fills that role, either by finding the right outsource partner to provide this expertise or to hire and manage that expertise in house. Family offices have the experience to navigate the maze of complex investment structures to ensure a family’s lifestyle objectives are met. The main purpose of any family office,

Company: WealthTouch, Inc. Name: Craig L. Pearson, CFA Email: cpearson@wealthtouch.com Web Address: www.wealthtouch.com Address: 1245 E. Colfax Avenue, Denver, CO 80218 Telephone: (303) 831-3839

first and foremost is to mitigate risk and to ensure the wealth created remains to benefit future generations.

However as the saying goes, ‘once you’ve seen one family office you have only seen one family office’. Each family office is different because it is designed to meet the specific needs of its principles. It is advisable to take the proper time to learn what services a particular family office offers.

Family offices are designed to answer questions such as; what is my total wealth, how am I invested, which managers are performing well and which managers are underperforming, how much am I spending compared to plan and what is my family spending their money on. In order to answer these questions in a timely and accurate manner family offices rely on consolidated total wealth reporting platforms.

The value and power of consolidated reporting is clear, and WealthTouch is the largest multiasset, multi-custodial consolidated reporting platform globally. The company’s platform provides family offices and private investors with an interactive on demand dashboard of their total wealth incorporating and consolidating investments and expenses across all accounts, all custodians, all asset classes and all entity structures in order to simplify complex wealth for better, faster, smarter decision making.

For well over a decade WealthTouch has been at the forefront leading the consolidated investment reporting industry by setting the standard for data accuracy and data visualization. Several hundred family offices in seven countries, and five of the top seven global private banks, rely on WealthTouch’s consolidated data management, investment reporting, and expense management services to provide a complete view of a complex family’s total wealth.

WealthTouch’s data management services provide key analysis on the drivers of investment

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performance, portfolio risk, and spending patterns. As a full outsource service provider WealthTouch removes the need and cost of buying, installing, and maintaining expensive and complex software or building and managing a large accounting team in-house.

However, it’s not just about data management and data security, but also report design and optimizing the engagement of each end user.

Great reporting allows for an 18 year old and an 80 year old, regardless of background or sophistication, to view the same report and have the same understanding within seconds.

WealthTouch provides not only highly accurate, timely and comprehensive data, but a compelling presentation that engages family members, and their advisors, to quickly see and understand the critical aspects of the portfolio, including performance, risks, and cash flows. By applying data visualization techniques and methodologies to the reporting output WealthTouch elevates and amplifies the conversation between family members and the family office.

Managing wealth today is vastly more complex than at any other time in history. New sophisticated financial products are being created all the time, financial markets are becoming increasingly volatile, and regulations continue to change all of which impact the way wealth must be managed. As witnessed during the 2008 financial crisis improperly managed investment risk can decimate a family’s fortune in a matter of days or even hours.

It is therefore advisable to seek the services of a family office, and one that meets your specific needs, to simplify the complexity inherent in managing wealth. It is also equally important to incorporate consolidated reporting to ensure you have objective, independent oversight with key performance metrics at your fingertips. Proper reporting will enable you to fully understand the impact the decisions you and your advisors make will have on your family’s total wealth.

SECTOR SPOTLIGHT: Managing Wealth: The Importance of a Family Office Peter Brock is the executive director and leader in family office services at Ernst & Young (EY), a global professional services firm. It has a global family office services center that acts as a onestop-shop for any services relevant to family offices ranging from audit and tax, to transaction and risk advisory services, legal and real estate advisory services. Providing independent advice to families is part of its global family business center of excellence.

-------------------------------------------------------------Key advantages to using EYs family office services are that your family wealth is managed on a holistic basis across generations. The most important consideration when setting up a family office is to separate private wealth from business assets, while considering family governance, wealth preservation (risk, return and liquidity triangle), risk management function and confidentiality issues.

Family offices need to think strategically in the 21st century, developing and securing wealth and family legacy over generations in increasingly global and volatile markets. EY is a truly independent and globally acting advisory firm, with all the relevant technical functions in its service lines; tax, assurance, advisory, transaction advisory services, financial services organisation, real estate and EY law. These services assist with the common dilemma faced by family offices; whether to sell or scale up

businesses for future generations.

Mr Brock explains: “Recent trends seen emerging, are moves towards more family offices, and more direct investments of family offices. We can service such direct family office investors in a very comprehensive way, the same as we have been advising private equity funds already for a long time.

“EY has key skills and specific services for advising high-net worth individuals on how to manage their wealth, like sustainability and corporate social responsibility services, or risk advisory.

“Family offices often require very individual services as no family office is quite the same as another. As a result, EY family office services always focus on the needs of the client, and attempt to address these with tailored solutions.”

The role of the family office will increase continuously throughout 2014, predicts Mr Brock, with more FOs (both SFOs and MFOs) being set up and some SFOs transforming into MFOs, as they gather specific knowledge.

EY has a comprehensive and integrated service approach helping business families to understand options available in setting up a family office, including how to structure their wealth and preserve it for future generations.

Whether you are deciding on a long-term

investment strategy, or considering setting up a foundation, your dedicated EY contact will help you debate all the issues from economic, tax, legal and strategic perspectives. You can also count on our support to help you choose external service providers. We have all the right answers to the key questions.

Mr Brock added: “As an entrepreneurial family, you have to make important decisions. Some will have far-reaching consequences for your family’s financial future. When your family’s wealth is at stake, you want to do everything right.

“This is precisely where we come in. We support you and your family office in all areas by providing you with answers to the most important questions. Your wealth has a long history: make sure it has a great future!”

Company: Ernst & Young GmbH Name: Peter Brock Email: peter.brock@de.ey.com Web: familybusiness.ey-vx.com/family-office-services/ Address: Graf-Adolf-Platz 15; 40213 Düsseldorf, Germany Telephone: +49-211-9352-22162

Acquisition International | February 2014 | 53

SECTOR SPOTLIGHT: Managing Wealth: The Importance of a Family Office Cara Williams, the global head of wealth management and technology solutions at Mercer’s Investments Business (Mercer) explains how her team can help clients around the world advance the health, wealth and performance of their most vital assets.

-------------------------------------------------------------Mercer is a leading global provider of investment services, offering customized guidance through the investment decision, risk management and investment monitoring process. There are two ways to think about the family office issue; view the purpose of using a family office as either offensive or defensive.

Going on the offense, the key advantages of establishing a single family office are; gaining control over financial and administrative affairs, reaping the benefits of being an institutional investor, while providing outstanding customized services to family members.

conclusion may be to sell the business. However, if interest and talent are present, there may be a great opportunity to take a business to the next phase of growth.

an office; some families have an office with assets below $200m and others without one have assets well over that amount.

A challenge families face on the issue of cohesion; if a family has a difficult time getting along or making group decisions, a family office may not be the right solution. The simple act of doing things together strengthens bonds and builds relationships. Engaging in team-building exercises during family retreats can help to address this issue.

The next 10-20 years will see a tidal wave of assets transferring to the next generation.

Careful consideration is required to keep the next generation thriving. One of the most undervalued aspects of family office management is the preservation and growth of a family’s human capital.

By going on the defense, the key idea is to avoid the ‘shirtsleeves to shirtsleeves in three generations’. With many unfortunate tales of wealthy families not being able to maintain prosperity for more than one or two generations many families stand to benefit from a family office.

Younger family members need to be developed and brought into the family’s affairs sooner rather than later to avoid the risk of wealth erosion over the long-term. Families need to ensure assets are invested properly by diversifying portfolios and including alternative investments.

From a practical standpoint, a family must consider costs’ setting up a family office, therefore asset size does matter. However, there is no single asset size number when establishing

An important factor in assessing the viability of scaling up a business for future generations is talent, and interest levels. If there is little interest or a lack of talent in the next-generation the

We predict the role of family office will continue to become more important. In the aftermath of the recent financial crisis, there has been substantial rebuilding of wealth. The wealth transfer that is taking place across the globe will strongly continue; 2014 will be another step in the direction of a new generation of family offices.

There is a phrase in the industry: ‘if you’ve seen one family office you’ve seen one family office’.

Mercer is an advisor to over $7bn in family office assets, identifying asset allocations meeting goals and identifying fund strategies achieving specific family goals.

Company: Mercer Name: Cara Williams Email: cara.williams@mercer.com Web Address: www.mercer.com Address: 1166 Avenue of the Americas New York, NY 10036 United States Telephone: +44 20 7178 3795

A new legal and regulatory framework for Family Office in Luxembourg: New challenges for Luxembourg Pierre-Siffrein Guillet TEP, family office services leader at SGG S.A. explains the new law Luxembourg adopted on December 21, 2012 regulating the activity of family office (the Law).

It offers a functional definition of this activity and considers new challenges for Luxembourg to strengthen its position as a major financial center and dedicated to serve family office. It is important to note that Luxembourg is the first European country to regulate this activity.

----------------------------------------------------------------The spectrum of services that could be provided by a family officer is quite large, moreover, we could say that each family office has its own definition of the activity. However, not all the services that may generally be provided by a family office are subject to the Law and the supervision it creates.

must relate to one or more families, single family offices, do not fall under the scope of the law. Only professionals subject to authorities’ supervision will be allowed to use the title of family office. This title and therefore the profession are protected by the law. Professionals of the financial sector under the supervision of the Luxembourg CSSF; lawyers, asset managers, chartered accounts, chartered auditors, public notaries and credit institutions could be family officers as per the meaning of the law.

The law places the family officer as a privileged and central interlocutor for families. They will be in charge of the coordination of all the professionals working for the families, and are necessary for the management of the families’ assets.

The family office activity consists, as per the law, in providing wealth advisory services, or other wealthrelated services, to individuals, families or their wealth management entities; the administrative and financial supervision of the wealth of a family, and/or the coordination of professionals providing the above services.

Regulations should not be a burden to new and existing family offices in Luxembourg; on the contrary, they should help to create a positive environment for multi family offices. We believe that the law would also create a dynamic environment for the development of multi family offices and that it will surely increase the protection of the families.

Lifestyle or ‘conciergerie’ services are not under the scope of the law and neither is the management of non-financial assets. Furthermore, as the activity

Finally, the law should allow Luxembourg to become an international center of expertise in family office, as it is already the case for

investment funds. Although, the law only regulates and supervises multi family offices, the law would permit the creation of a world-class center for family office services in Luxembourg and would attract single family offices in Luxembourg.

Completing the panel of many ‘tools’ that Luxembourg offers in wealth management, the law appears as an additional guarantee of security for families and as a way to put Luxembourg on the map as a center of excellence for family office services. It creates a label of quality entrusting the management of client assets with dedicated and devoted professionals.

Company: SGG S.A. Name: Pierre-Siffrein Guillet TEP, family office services leader Address: 412F, route d’Esch, L-2086 Luxembourg Web: www.sgggroup.com Email: Pierre-Siffrein.Guillet@sgggroup.com Telephone: +352 466111 3911

Acquisition International | February 2014 | 55

SECTOR SPOTLIGHT: Effectively Resolving IP Disputes in the Pharmaceutical Industry

Effectively Resolving IP Disputes in the Pharmaceutical Industry Pharmaceutical patent litigations are known to be the most difficult among patent infringement cases; partly due to the fact that they are strongly influenced by public interest.

AI speaks to experts in the field to find out more.

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SECTOR SPOTLIGHT: Effectively Resolving IP Disputes in the Pharmaceutical Industry

Head of the science group of LexOrbis, Mr Rajeev Kumar considers how effectively IP disputes are resolved. Mr Kumar has over 10 years’ experience, acquiring a proficiency in patent prosecution across the board. He regularly advises national and international clients on filling and prosecution strategies in India, with prolific experience in handling opposition cases and writing legal opinions for invalidity and non-infringement.

In the past decade, the Indian pharmaceuticals market has seen a steady increase in growth.

The future expected growth of a promising market in India for the pharmaceutical and health care industry has been catching the eyes of major players in this industry. When many players enter a market, disputes are bound to arise. How effectively the disputes are resolved and reliefs are granted to the right holders governs the investment by the players in such market.

In the Indian pharmaceutical market, the generic market is very dominant, and especially the branded generics. In view of this dominance of branded generics, the major causes of disputes are related to use of similar trademarks for similar categories of drugs/medicines, and copying the promising molecules by the generic manufacturers.

Mr Kumar said: “The jurisprudence related to trademark has developed significantly in India, however with respect to patent rights, we are still evolving, but with some significant developments already. In this article, we are looking at the trend in effectively enforcing the IP rights with the help of a few case laws.”

In the trademark related cases, Mr Kumar has seen that the courts have been taking position to avoid deceptively similar marks being used, especially in the pharmaceutical sector.

One of the landmark judgements which, has since been cited in many other cases, is the judgement by Hon’ble Supreme Court of India in Cadila Healthcare Limited versus Cadila Pharmaceuticals Limited.

In this case, the appellant had brand name ‘Falcigo’ for its drug Artesunate; for the treatment of cerebral malaria. The defendant launched its product ‘Falcitab’ containing Mefloquine Hydrochloride; also used for the treatment of malaria.

The trial court held the marks to be dis-similar, with this position upheld by the high court.

The supreme court, although decided not to interfere with the orders, framing certain factors to be considered for similar nature of marks, which has become the guiding principle for trademark infringement cases. With these guiding principles, the supreme court remitted the matter back to the trial court to decide the suit in view of the above principles.

In a recent case of Himalaya Drug Company versus S.B.L. Limited 2013 (53) PTC 1 (Del.), the issue came related to the brand ‘Liv.52’ of the

plaintiff against ‘LIV-T’ of the defendant. The plaintiff is the registered proprietor of trademark Liv.52; a medicinal preparation for the treatment of liver disorder being marketed.

LIV-T is also for a preparation for treatment of liver related disorder. The trial court did not find the marks to be deceptively similar, based on the differences being highlighted on a one to one comparison in appearance and phonetic similarity. The Trial Court also considered the word ‘LIV’ to be a generic word, as this word is derived from the word ‘Liver’ which is a human organ.

The plaintiff appealed against the trial court’s judgment. The appellate court reversed the trial court’s judgment and ruled that in absence of any cancellation petition filed by the defendant, and the maintenance of the trademark ‘Liv.52’, the plea of ‘LIV’ being a generic word was not available. And the plaintiff was granted injunction against the defendant’s LIV-T. We see a trend that the courts have been considering the overall appearance of a trademark, and the actual confusion, which can be caused to the actual user while deciding the deceptive similarity. Especially in the pharmaceutical sector, even a remote possibility of similarity may be dangerous.

Mr Kumar explains: “An error can be made by chemists or pharmacists when reading hand written prescriptions and dispensing medicines.

Hence, the IP owners are advised to maintain their trademarks and keep a watch on the similar trademarks being launched in the market, or being advertised in the trademark journal to safeguard their interests.”

The Indian Courts have been quite quick in granting interim injunctions on a prima facie case. There are instances wherein an ex-parte ad interim injunction has been granted on the very first day. This trend of granting quick interim relief has also been observed in the patent related cases. One of the recent cases is related to the drug ‘Sitagliptin’, used for the treatment of Type-2 diabetes. A patent for the drug ‘Sitagliptin’ is owned by Merck & Co. (Indian Patent No. 209816).

The company’s MSD unit is marketing the drug under its two brands ‘Januvia’ (Sitagliptin) and ‘Janumet’ (Sitagliptin plus Metformin). Merck also owns separate patent for the monohydrate phosphate salt of Sitagliptin in many countries, but did not pursue the application for this salt in India.

Merck could effectively stop Aprica Pharmaceuticals from launching its generic versions of Januvia and Janumet by seeking ex-parte ad interim injunction. Although Merck could not stop Glenmark, one of the generic manufactures, who took a position that it is launching its product with the phosphate salt of Sitagliptin, and the application for said salt is no more maintained by Merck.

However, the same Delhi high court, granted ex-parte ad interim injunctions to Merck against other generic players; Vetri Vadivelan, NMC Biopharm Pvt. Ltd and Shilpex Pharmysis.

In the pharmaceutical sector in India, the patent owners have to be cautious about the patents covering their innovative drugs and especially the variants of the drug. In the Sitagliptin case, Glenmark could strengthen its position by highlighting the position of a separate patent application being sought for the phosphate salt of Sitagliptin by Merck, worldwide and also in India. As Merck could not convincingly plead against this position, it failed to obtain in interim relief against Glenmark.

The IP owners have to relook at their strategy in obtaining and maintaining their trademarks and patents with a clear strategy to cover their products under such intellectual properties.

Also, as the world is shrinking, the conduct of the IP owners in other countries is being closely considered in India.

-------------------------------------------------------------Factors to be considered for similar nature of marks: • Degree of resemblance between marks • Nature of goods in respect of trademarks used • Similarity in; nature, character and performance of goods of rival traders • Mode of purchasing goods or placing orders for goods • Any other surrounding circumstances which may be relevant in extent of dissimilarity between competing marks.

Company: LexOrbis IP Pratice Name: Mr Rajeev Kumar, head of science group Email: rajeev@lexorbis.com

Acquisition International | February 2014 | 57

SECTOR SPOTLIGHT: Effectively Resolving IP Disputes in the Pharmaceutical Industry

Ukraine

India

Vadim Mikhailyuk and Anna Mikhailyuk, patent attorneys at Mikhailyuk, Sorokolat and Partners consider the effective resolution of IP disputes in the pharmaceutical industry. Mikhaiyuk, Sorokolat and Partners is a one of the leading IP law firms on the territory of the former Soviet Union, operating in; Ukraine, Russia, Kazakhstan, Lithuania, Armenia, Azerbaijan, Belarus, Estonia, Georgia, Kyrgyzstan, Latvia, Moldova, Tajikistan, Turkmenistan, and Uzbekistan.

-------------------------------------------------------------Causes of IP conflicts in Ukraine are rooted in infringements or disputes with the PTO. The infringement cases are caused by allegedly unlawful usage of the IP objects. The cancellation cases are mostly caused by the disagreement of the claimant, with the granting decision of the PTO in respect of the IP object.

India has a robust legislative, judicial and administrative IP regime that is TRIP’s compliant.

Companies may use monitoring and investigation services, however the custom recordal of the IP objects is becoming more popular, and since 2012 Ukraine legislation does not contain restrictions as to the recordal of patented objects in the custom register.

Recordal of the patents for inventions and utility models in the custom register is mainly used by pharmaceutical and agricultural companies. Several cases considered by the Ukrainian courts after introduction of amendments to the legislation demonstrate the general effectiveness of the custom recordal of the patented objects.

For the most part, companies use out-of-court procedures for dispute settlement, with such procedures often demonstrating effectiveness as most of the infringers are not intended to be involved in cost and time consuming court disputes.

The IP law in Ukraine consists of a group of special laws regulating the certain types of IP objects.

Besides these laws, the IP area is regulated by civil and commercial codes, which establish the general framework of IP regulation in Ukraine.

The changes to IP regulation, which are due to take place in 2014 are minor. Over time Ukrainian IP legislation is progressing towards alignment with EU legislation; a trend set to persist in the future.

Company: Mikhailyuk, Sorokolat and Partners Name: Vadim Mikhailyuk and Anna Mikhailyuk, patent attorneys Email: office@msp.ua Web: www.msp.ua Address: Kharkov, Ukraine Telephone: +38057 7177472

Use of same or similar trademarks and packaging for well-known drug products and patent infringement by generics players is one of the major causes of conflicts. This results in several cases of infringement, and passing off and oppositions. For trademark protection, constant review of the drug directories, where products are listed and Trademarks Journals is important.

For tracking patent infringement, close watch may be kept on the regulatory filings done for clinical trials and product approvals.

Companies can send legal notices to potential infringers and in many cases the infringers are not aware that they are infringing any IP and may be ready to settle the matter. This may save cost of litigation. In Indian courts, getting interim injunctions in trademark cases is quick, and the same can be obtained even within a week’s time. However, in patent cases, it takes longer based on whether validity of the patent is challenged or it may be refused on the public health grounds.

There are several cases where granted patent is

Australia Partner at Phillips Ormonde Fitzpatrick Lawyers (POF), Mr Chris Schlicht considers the most common causes of IP conflict in Australia. POF is an Australian specialist IP law firm, practicing in all areas of IP. It has experience in patent litigation where the IP right has been based on complex technology, and all of its patent litigation lawyers are qualified as patent attorneys. Its lawyers have a diverse range of technical backgrounds including pharmaceuticals, chemistry and biotechnology.

With offices in Melbourne, Sydney and Adelaide, the POF group incorporates a patent and trade mark attorney firm and a research and investigation company (IP Organisers), to provide a comprehensive range of intellectual property services.

-------------------------------------------------------------“IP infringement conflicts most often arise where one party has not conducted an intellectual property clearance search before releasing a new product or service in Australia. Conflicts have arisen where a party has not recognised that more than one type of intellectual property right can exist for a particular good or service,” Mr Schlicht explains.

Customs and border protection services in Australia and New Zealand offer a cost-effective strategy to monitor and enforce IP rights and POF work with these agencies, lodging notices with them so that customs can seize suspected counterfeit goods entering the country.

Mr Schlicht explains: “Investigations monitoring markets are very helpful and research investigation

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challenged by post grant opposition. The drug patents also have the risk of being exposed to compulsory license in case product pricing is not right, or in case of non-working.

There are many excellent judgements that are pronounced by Indian Courts that provide guidance into how specific provisions of patent law are to be interpreted. In 2013 the guidelines for examining Biotechnology patent applications were notified that bring certainty to some extent, how these patent application will be judged by the Indian patent office. Companies can look forward to more certainty in IP law in 2014, for any business certainty is the most important factor.

Company: Nishith Desai Associates Name: Gowree Gokhale Email: gowree.gokhale@nishithdesai.com Web: www.nishithdesai.com Address: 93 B, Mittal Court, Nariman Point, Mumbai 400 021, India Telephone: +91 - 22 - 6669 5000 Fax +91 - 22 - 6669 5001

company, IP Organisers, is a registered investigation agency. POF is the only Australian IP firm with a licensed in-house investigator, ensuring we are able to obtain reliable evidence, if court action is necessary.”

Before launching new products POF recommends carrying out investigations into IP rights and determining the likelihood of an infringement. If an allegation does occur, attending pre-trial mediation can be a cost effective way of resolving the dispute before escalation into court proceedings.

April 2013 saw changes to IP legislation coming into effect through the Intellectual Property Laws Amendment (Raising the Bar) Act 2013. Mr Schlicht ended saying: “Progress and development can be seen, with greater alignment of Australian IP law with overseas IP laws, particularly Europe and the US.”

Company: Phillips Ormonde Fitzpatrick Lawyers Name: Chris Schlicht, partner Email: chris.schlicht@pof.com.au Web Address: www.pof.com.au Address: Level 23, 367 Collins Street, Melbourne VIC 3000 Telephone: +61 03 9614 1944

SECTOR SPOTLIGHT: The Road Ahead

The Road Ahead The global economy has experienced some interesting developments of late but 2014 looks positive for many with GDP expected to rise significantly. Looking specifically at Germany, Singapore and South Africa, Acquisition International examines the road ahead.

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SECTOR SPOTLIGHT: The Road Ahead Frankfurt skyline

ERM understands that every M&A deal presents a unique set of environmental, health and safety, sustainability risks and liabilities which require rapid and rigorous quantification as part of the transaction process. It provides solutions to balance sustainability concerns with environmental, health and safety, economic, social, management and technological needs and delivers results that maximize earnings, comply with regulations and improve corporate reputation and public perception.

Mr Kiermayr explains: “For over 25 years, we have been providing critical, time-sensitive advice on environmental risks to assist companies execute their most important transactions. Our M&A transaction services provide unrivalled global capabilities and in-depth understanding across the financial, commercial, industrial and extractive sectors.”

Germany ranks sixth globally in terms of attracting foreign investment behind the US and the BRIC countries and is top of the table in Europe making it one of the world’s leading investment targets. Investors are particularly attracted by Germany’s good infrastructure as well as workforce qualifications, in addition to the stability, transparency and dependability of the political and regulatory framework.

Germany is clearly one of the most robust and competitive economies in Europe if not worldwide. This in conjunction with record levels of cash in corporate balance sheets, global corporates currently hold cash reserves of over US$5 trillion more than double the figure of 10 years ago is likely to lead to increased investment and thus M&A activity.

Germany provides a stable economic, political and regulatory platform for investment that is dependable and transparent. While yields on investment may not be comparable to those achievable in emerging markets such as the BRIC countries, investment in Germany brings much

ERM is the leading global provider of environmental, health, safety, risk, and social consulting services led by Christopher Kiermayr, partner in transaction services. ERM has sustainability at the heart of both its services and how it operates our business. It is committed to providing a service that is consistently of the highest quality, delivering innovative solutions for leading business and government clients every day.

less uncertainty and risk and could therefore, to some extent, be considered a good investment hedge in times of economic volatility.

that the German regulatory landscape must be streamlined in order to be palpable and ultimately attractive to foreign investment.

Germany has traditionally had its strengths in the chemical/pharmaceutical and manufacturing sectors, and these will continue to be the backbone of M&A activity going forward. In 2013 nearly half of all German M&A transactions happened in the greater industrials sectors, and four of the top 10 deals by transaction value were industrial deals.

The key challenge Germany faces mid-term is how it manages the self-imposed shift away from nuclear energy via increased fossil fuel based power as a short term buffer toward the envisaged primary reliance on renewables in its energy mix long-term, and how the regulatory, political and social obstacles associated with the long range power transition requirements are dealt with. This endeavour will lead to significantly increased electricity bills for everyone, not least the industrial sector. It will be absolutely pivotal how the German economy counterbalances the clear competitive disadvantage associated with high energy costs through increased efficiency, innovation and quality.

We do not see any leading indicators that would show a shift away from the industrial focus which, in conjunction with the trend of US as well as Japanese and Chinese corporates diversifying their portfolios through the acquisition of German mid-cap companies indicated a continued strengthening of M&A activity in Germany.

The German manufacturing sector, with its multitude of small to mid-cap global market leading companies showed considerable resilience during the global economic downturn of 2008-2010, with its re-bound in the recent up-turn having been no less remarkable. This fact is in no small part the result of prudent corporate restructuring and austerity as well as significant sacrifices made by employees and management alike, allowing many companies to emerge from the financial crisis stronger and in better shape than at the beginning of the down-turn. This resilience may prove to be the differentiator making German industrial investments a safe option in a global economic landscape that is still full of uncertainty.

The German government, even in its most recent incarnation has realized that in order to keep its competitive edge over its European peers as well as the emerging economies needs to significantly increase its investment in its future generations through improved education and improved infrastructure. It has also understood

Cash is abundant, leverage is still easy to obtain and the pipeline of targets and potential transactions does appear to be filling up healthily; all good signs for an exciting 2014.

If a balance between the - to some extent understandable - valuation expectations of potential M&A vendors, and the willingness of investors to commit to large tickets can be achieved, the German transaction market will be a lively one in 2014.

Company: Environmental Resources Management (ERM) Name: Christopher Kiermayr Email: christopher.kiermayr@erm.com Web Address: www.erm.com Address: ERM GmbH, Siemensstraße 9, 63263 Neu-Isenburg (Frankfurt), Germany Telephone: +49 (0)6102 206 220

Acquisition International | February 2014 | 61

SECTOR SPOTLIGHT: The Road Ahead

Energy efficient buildings and envelopes Engineering and testing of products to face climate change and reduce energy costs ift Rosenheim is a notified European testing, surveillance and certification body with international accreditation. The core activities of ift Rosenheim encompass practice-oriented and fast testing, evaluation and quality control of windows, facades, doors, gates, glass and building products. More than 150 scientists, engineers and technicians from various fields of expertise, and state-of-the-art equipped laboratories, offer excellent conditions for research and the verification of all product characteristics.

The so-called German ‘Energiewende’; the move towards a sustainable energy supply by replacing nuclear and fossil fuels with renewable energy sources, is the driving force behind many of Germany’s energy and building policies. The ‘Energiewende’ can only be achieved through the combination of energy conservation and the harnessing of new energy resources.

As energy conservation is still the most cost effective way of reducing energy consumption and nearly 40% of Germany’s primary energy is used in or for buildings, the upgrade of existing buildings in terms of energy efficiency makes perfect sense. And this is where ift Rosenheim comes into play. In various studies, the ift has pointed out how solar energy can be collected in modern windows, facades and glazing. So far unused surfaces on roofs and facades can be used for the generation of electricity via photo-voltaic modules to get to a state-of-the-art energy-plus house which produces more energy than it consumes.

Future building products must also be able to withstand the actual effects of climate change, eg higher wind loads, driving rain and floods.

Furthermore, the increasing demand for barrierfree, safe and user-friendly designs caused by the demographic development are already now providing new challenges for building materials and designs. ift Rosenheim is active in all these areas and serves the industry, building owners and administrators through testing, various research projects, adaptation of standards and concepts for quality, surveillance and certification strategies.

Company: ift Rosenheim Name: Andreas Matschi, head of sales department Email: info@ift-rosenheim.de Web: www.ift-rosenheim.de Address: Theodor-Gietl-Str. 7-9, 83026 Rosenheim, Germany Phone: +49 (80 31) 261-0

Joern Pelzer is co-founder and partner of PINOVA Capital an independent private equity firm based in Munich. PINOVA focus on equity investments in high-growth, innovative small-cap companies in German speaking Europe, covering the whole equity spectrum from capital increases to succession-solutions taking minority as well as majority stakes.

PINOVAs founders and managing directors have an entrepreneurial family background, with experience in 50 plus private equity transactions in the last 15 years, with a team consisting of engineers and finance experts, enabling it to quickly develop an integral understanding of a company.

Mr Pelzer said: “We focus on companies within a revenue bracket of €10m-€75m with sustainable competitive advantages, jointly developing a ‘value road map’ as a guideline to increase the value of the portfolio company, whilst aligning the expectations of all parties involved.”

PINOVA sees the greatest opportunities in the innovative small cap, as Mr Pelzer explains that traditionally the small cap market segment has been attractive, due to the large number of companies commanding global market leading positions, referred to as ‘hidden champions’.

The current business environment in Germany is positive, with PINOVAs portfolio participating strongly, due to exports providing world leading products in specialist niches. In Mr Pelzer’s view the

Intellectual property rights including patents, trademarks and design rights play an important role in Germany’s economy. High application numbers of IP rights – still increasing in recent years – underline this fact. For decades Germany was and is among the top five in numbers of patent applications and patent grants worldwide.

There is nearly no field of business which is free of IP rights.

Preparing an acquisition of shares of a German company or of a company which is commercially active in Germany requires the determination of the real company value. IP rights largely contribute to this value. This not only applies to large companies, but in particular to SME’s (small and middle size enterprises). For smaller companies on the one hand, one single patent can sometimes guarantee steady profits for many years. On the other hand, a patent sometimes may collapse like a house of cards.

To evaluate the value of a company’s IP portfolio you do need professional assistance.

If before, a planned acquisition you would like to get an overview about the true value of a company’s IP portfolio we can offer a wide variety of services on a competitive cost level.

These services can include, among others, due diligence services, verification of ownership issues and validity checks.

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most critical factors are: demography and labour market competitiveness.

Another very important reform item is the alternative energy reform; ‘Energiewende’ which needs executing without driving energy costs for industry. The current ‘grand coalition’ program of Angela Merkel lacks continuous reform will, having a tendency to keep things the way they are, or even reverse certain efforts.

Mr Pelzer closed, stating: “Germany needs to stay competitive to succeed in the global market place.

If it gets it right we will prosper further, but if it gets it wrong it will harm our competitiveness, and energy intensive industries will move away. I believe Germany should prosper further in 2014.”

Company: PINOVA Capital Name: Joern Pelzer Email: joern.pelzer@pinovacapital.com Web Address: www.pinovacapital.com Address: Rindermarkt 7 – 80331 Munich - Germany Telephone: +49.89.189 4254-0

We may also interview people for you that are managing the IP rights at the company to be acquired. We can ask the right questions to get the right answers.

Our patent law firm currently comprises of three patent attorney partners, and a staff of 11 back office people who are specialists and experienced with regard to all process requirements. Our firm was established in 1950, and since this time we have been offering IP related services to domestic and international clients.

Company: Roche von Westernhagen & Ehresmann Name: Florian Roche Email: roche@rvwe.de or mail@rvwe.de Web Address: www.rvwe.de Address: Patentanwälte Roche, von Westernhagen & Ehresmann, Friedrich-Engels-Allee 430-432, D - 42283 Wuppertal, Germany Telephone: +49 (0) 202 25 90 60 Fax: +49 (0) 202 25 90 610

Tonucci & Partners Tonucci & Partners is an international law firm with offices in Rome, Milan, Padua, Florence, Bucharest and Tirana.

Tonucci & Partners is one of the largest Italian independent firms.

Founded in 1994 and headquartered in Rome, the firm’s operations and practices are international.

Tonucci & Partners’s six offices in Italy, Romania and Albania ensure that domestic and foreign clients have access to prompt, reliable and customized legal services for their Italian and Eastern European activities. Additionally, we have consolidated working relationships with leading foreign global law firms with offices in the most important markets in Europe, Asia and the Americas. Through this network Tonucci & Partners’s clients have direct access to local market expertise on a truly global basis.

Tonucci & Partners’ work focuses on complex cross-border and multi-jurisdictional transactions and litigation. We have significant experience in corporate and financial transactions; civil, criminal and administrative litigation; public tenders and procurements; telecommunications and information technology; EU and antitrust matters; employment; and tax. Tonucci & Partners has also acted as legal advisor in major privatizations in the banking and telecommunication industries in Italy and abroad. Our client base includes domestic and foreign corporations active in a wide range of industries, financial institutions, governmental entities and individuals requiring personal legal services.

Tonucci & Partners’ lawyers include professionals admitted to practice in Italy, Romania, Albania, England and Wales and New York.

Several of our lawyers have received post-graduate legal education and training abroad and have previously worked for other leading international law firms, multinational corporations and financial institutions. The firm encourages the academic activities of its lawyers and many of them hold university teaching positions.

Tonucci & Partners’ working languages are Italian, English, French, German, Spanish, Romanian and Albanian.

Tonucci & Partners’ geographic reach, the quality and experience of its lawyers and its diverse client base make it an ideal partner in finding legal solutions tailored to each client’s individual requirements. The firm’s mission is to look beyond the legal aspects and help clients meet the challenges of their continuously evolving businesses.

mail@tonucci.com

www.tonucci.com

SECTOR SPOTLIGHT: The Road Ahead

A Positive Outlook on Singapores Economy for 2014

Camford Law was established by partners who previously worked with the US firm Shearman & Sterling and the Singapore firm Drew & Napier. Starting as a boutique corporate law firm, it has evolved to be a full-service Singapore firm serving client’s contentious and non-contentious requirements including intellectual property, real estate, and corporate compliance functions.

Bijay Nawal, director talks to Acquisition International about Singapore’s economy in 2014.

Singapore’s improved competitiveness has propelled certain sectors such as its financial markets to the forefront of the global economy.

Singapore has seen a meteoric rise as a global centre for managing money with the absence of estate duty being an added attraction. This has led to offshore businesses establishing a presence in Singapore.

Mr Nawal says: “It is an increasingly held belief now that Singapore will eventually overtake Switzerland as a wealth management hub. It has proven itself to be among the easiest places in the world to establish corporate structures and conduct business. Lack of corruption and high government efficiency pleasantly surprises many who have explored Singapore as a business destination.”

Singapore has a world-class infrastructure with all the skills needed for a rapidly changing global economy. It has the best network-ready environment in Asia in terms of market, political and regulatory infrastructure for connectivity, with high levels of individual, business and government readiness and usage of technology, making the country the most conducive place for business compared to the rest of the region.

With the best intellectual property protection based on the infrastructure and incentives put in place by the government to encourage innovation by existing and emerging industries, and the attractive individual and corporate tax rates have always appealed to many who come from high tax bracket countries.

Company: Camford Law Name: Bijay Nawal Email: bijay.nawal@camfordlaw.com Web Address: www.camfordlaw.com Address: 6 Battery Road #15-03 Singapore 049909 Telephone: +65 622 00900

“There is no capital gains tax in Singapore though, for example, real estate transactions are subject to stamp duties. Sale of shares is subject to a nominal stamp duty but sale proceeds are not taxed, nor are dividends paid to shareholders and certain transactions involving the sale of businesses are tax exempt,” Mr Nawal explains.

Rising real estate and manpower costs have challenged Singapore businesses in the last few years. The government has recently introduced certain measures to cool the property market and this seems to be taking effect. Businesses however, frequently complain of the high rental costs for office space, and many of the prime office buildings are owned by commercial reits some of which are majority held by the government. Rents of commercial spaces have not reacted to the cooling measures, but the government will not have much of an option if offshore and local businesses continue to explore alternative cities to do businesses.

Since the last general election, the Singapore government has introduced stricter requirements in granting foreigner’s employment passes, but this has not necessarily affected all businesses.

The most affected businesses have been those in the food and beverage and certain segments of service industry which have typically relied on mid-level professionals.

Rising commercial real estate costs is something well within the government’s ability to manage as it owns or manages a very large chunk of such real estate and is arguably a market leader in the industry. The government’s worry may be that reducing rents may have a broader based effect on the tax dollars that flow back to the government. However, if the government neglects to guard against an increase in inflation and an entrenchment of broad-based price pressures, Singapore could see certain businesses relocating elsewhere.

While the government has tightened on the grant of employment passes to foreigners, it is

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not in a position to do so for a prolonged period because many businesses affected by the shortage of suitable manpower may downsize, close or relocate if they can. None of these situations will be good for Singapore.

Mr Nawal believes: “If Singapore is unable to tackle the rising costs, it may have to explore concessionary tax rates to businesses from a broader range than the current select few. It really has very little option in this regard. It will likely have to recalibrate its foreign employment policies.”

If Singapore is to place less reliance on foreigners to keep the buzz in its economy, it will have to tweak its education policies and allow more Singaporeans into university and let the job market decide who gets into which role.

Singapore produces many students who are above the international standards in terms of grades achievement yet many may not get the opportunity to progress to local universities or a course of their choice. The fear of unemployed tertiary educated group has more downside than constantly having to justify the need to hire foreigners because the problem becomes a cyclical one.

The Singapore government is typically conservative with its estimates of GDP growth though the 4% is at the higher end of the government’s estimate. Unless adverse major external factors affect the world economy that impact Singapore, actual growth may be slightly more impressive for a mature economy.

Singapore’s efficient banking sector, lower interest rates, ease with which funds are remitted into and out of Singapore, uncomplicated tax structures and lower tax burden, a skilled and efficient professional labour force is unmatched by the neighbouring countries and these will continue to be value propositions for many businesses.

The ease with which entities may be established in Singapore continues to appeal to foreign investors.

SECTOR SPOTLIGHT: The Road Ahead The law firm FourieFismer Incorporated commenced business in 1996, coinciding with the adoption of South Africa’s new democratic constitution in 1996. We are comfortably situated in Menlo Park, Pretoria, making us easily accessible to the highways of Gauteng as well as the Gautrain transport system. Since inception, the firm has brought together very experienced lawyers with a wide exposure to a broad sphere of legal, governmental and constitutional matters, excelling to be one of the country’s leading law firms.

The reasons for this are not surprising; the firm was carefully modelled on the new constitutional and human rights culture of the new South Africa, and combined the best possible expertise available from the past with innovative approaches to new challenges and ethical access to structures of government, public service and the courts.

Hanekom Batchelor Attorneys was established in the year 2000 as a sole proprietorship law firm under the name Karin Hanekom Attorneys.

We soon established ourselves as a competent and dynamic law firm, who constantly strive to provide personal client service. The growth of our firm, both in size and reputation, created a further opportunity to expand the practice and provide a wider field of legal services while ensuring that we continue to offer the professional service our clients became accustomed to.

In 2013 the firm changed to an incorporated company, known as Hanekom Batchelor Attorneys. We love the dynamic law industry.

We embrace a rather special culture and work-ethic and our clients prefer us for being

In addition the firm attracted a younger generation of well qualified attorneys, several with post graduate qualifications in various fields of the law, especially pertaining to the unique requirements of doing business in South Africa, such as black economic empowerment, land reform and mineral rights.

The senior partners of the firm are Mr C P Fourie, a leading figure in the legal fraternity in South Africa, being inter alia a member of the Judicial Services Commission, the body responsible for recommending the appointment of judges to the courts of South Africa, and Mr Chris Fismer, whose career in law and politics includes being a member of the cabinet of South Africa’s first democratic president, Nelson Mandela.

FourieFismer Inc is well equipped to advise and guide business and investors in successfully and profitably doing business in South Africa. The

pro-active, understanding and willing to go the extra mile.

We at Hanekom Batchelor Attorneys will never compromise our spirit of collaboration, and while committed to being totally representative of the communities we serve, our BEE endeavours will truly empower deserving individuals.

firm regularly operates in all major centres of South Africa, including the economic heartland of South Africa, Johannesburg, and has also established strong links of co-operation with other law firms throughout Southern Africa.

Find out more about the firm at www.fsf.co.za

Company: Fourie, Fismer Inc. Attorneys Name: Bernard Bahlmann Address: PO Box 11822, Hatfield, 0028 Email: bernard@fsf.co.za or attorneys@fsf.co.za Web Address: www.fsf.co.za Tel: +27 12 362 1681 Fax: +27 12 362 1691

Legal Services: Property law, conveyancing and notarial Commercial law Litigation Estates Intellectual property law Family law Road accident fund claims

Our corporate culture embraces a collaborative work-ethic which has a significant impact on our ability to provide business solutions as well as our capacity to respond tactically and timeously to matters at hand.

Where complex legal issues demand it, we workshop solutions drawing from the knowledge of specialists in the particular field ensuring that the results are more incisive, and indeed a value added service to our clients.

Company: Hanekom Batchelor Attorneys Name: Karin Hanekom, attorney and director Web: www.hanekombatchelor.com Email: Karin@hanekombatchelor.com Telephone: 00 27 21 981 7230

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SECTOR SPOTLIGHT: 2014: All Eyes on Brazil

2014: All Eyes on Brazil Twenty Five Years of the Brazilian Constitution and Challenges in Criminal Defense Brazil represents a country which is under the watchful eye of global investors; and with two of the world’s largest sporting events upon the horizon, Brazil is set for further economic growth in the next few years. Due to the FIFA World Cup occurring in many cities in 2014, there has been extraordinary investment in infrastructures in preparation for the event.

A.I. speaks to leading experts in the region about the year ahead.

The Brazilian justice system suffered a radical paradigm shift in the 1990s, with the reestablishment of its democratic institutions, in a context of a movement towards greater privatization and globalization. The judiciary has had a key role in implementing fundamental rights recognized by the Brazilian Constitution of 1988 as well as in human rights treaties. Rights before denied to citizens began to be recognized; Brazilian institutions are more efficient, transparent and bound by the rule of law.

These changes also reflected in a quantitative and a qualitative expansion of criminal legislation. There was a significant growth in the number of conducts considered as crimes as well as in the State’s forms of intervention, relating to financial, tax and consumer crimes; environmental crimes; money laundering; corruption and antitrust crime.

Last year’s celebration of the first 25 years of the Constitution of Brazil has led us to reflect on these changes. Although the Brazil is undeniably more stable and its institutions stronger and more democratic (it can be said that the Judiciary is now the ‘backbone of the country’), there is much to improve in Brazilian Criminal Justice System.

As prosecution of white-collar crimes increased, human rights violations resulting from this form intervention became more frequent, under the pretext of deterring business crimes at any cost. In a context of what has been diagnosed by Ulrich Beck as risk society, criminal policy is being oriented towards prevention and security, leading the State to intervene prior to the commission of an offense.

This has led to greater preventive surveillance measures, creation of special competences in criminal procedure, as well as to a significant reduction of due process guarantees.

Expansion of the criminal justice system towards businesses may not let us forget that State repression mechanisms express themselves more dramatically on individuals, and that increased prosecution has also affected traffic offenses,

interpersonal conflicts, property crimes, among others.

Lastly, let us not forget that Brazil’s income gap - which has increased significantly with the country’s economic growth – results in prominent need for legal criminal assistance for the many indigent criminal defendants who cannot afford to pay for a lawyer.

Toron Torihara e Szafir: about us and our practice areas Founded in 1985, Toron, Torihara e Szafir is one of Brazil’s most renowed and respected criminal defense law firms. Operating harmoniously in all areas of criminal law, our firm offers legal assistance to both individual clientes and companies. Since the launch of the Brazilian annual Análise Advocacia 500, in 2006, the firm has appeared though the years as one of Brazil‘s most admired.

Our team has ample experience in Financial Crimes, money laundering, tax evasion, environmental crimes, crimes of unfair competition, crimes concerning consumer protection law, economic crimes, business and corporate crimes, bankruptcy crimes, international cooperation in criminal matters (extradition, rogatory letters and requests for direct assistance), defamation, electoral-related crimes, crimes subject to jury trial, etc.

from matters associated with the company, it is our belief that providing the upmost committed professional legal assistance is not only a duty, but a renewed commitment to improve and develop our performance. We also believe that the bond between us and our clients is one of humanistic values. Anyone, who, at a time of hardship, seeks a criminal lawyer is also in need of someone to help overcome the pain and the suffering involved in a criminal proceeding.

Alberto Zacharias Toron In 2014, Alberto Zacharias Toron has been ranked as one of the most renowned lawyers in white collar crime practice areas by Chambers and Partners. In the rankings, he was recognized as ‘one of Brazil’s top experts for criminal law’, ‘an authority on the matter and is a well-respected figure in the high courts.’

Mr. Toron has a masters degree and PhD in criminal law from University of Sao Paulo (USP) and is a criminal law professor at PUC University, in Sao Paulo. He concluded post graduate studies in Universidade de Coimbra (Portugal) and in Universidad de Salamanca (Spain). His is a former president of IBCCRIM (Brazilian Insitute for Criminal Sciences) and former director of the Brazilian Bar Association. He is author of ‘Heinous Crimes The myth of the prosecution’ (1996); ‘Criminal immunity of city Representatives’ (2004); and ‘Professional Prerogatives of Attorneys’ (2006).

Our practice encompasses both litigation in criminal procedures (investigation, prosecution and trials) - be it defending the accused, or assisting the prosecution - as well as preparing legal opinions.

The firm and its lawyers are strongly committed to public service and pro bono projects and represent many indigent criminal defendants at trial, on appeal and in habeas proceedings in matters ranging from misdemeanors to felony cases.

We always keep in mind that those who seek us are thirsty for justice. From the father whose son was arrested, to the chairman of a company that has to deal with its director facing a police investigation

www.toronadvogados.com.br Tel/Fax: 11 3822 6064 Av. Angélica, 688 11ºandar Cj. 1111 - São Paulo SP - 01228-000

Company: Toron Torihara e Szafir Advogados Name: Alberto Zacharias Toron Email: alberto@toronadvogados.com.br Web Address: www.toronadvogados.com.br Address: Av. Angélica, 688, cj. 1111 Sao Paulo – SP, CEP 01228-000, Brazil Telephone: (5511 ) 3822-6064

Acquisition International | February 2014 | 67

SECTOR SPOTLIGHT: 2014: All Eyes on Brazil

Company: Weil, Gotshal & Manges LLP Address: 1300 I Street, NW, Washington DC 20005 Web Address: www.weil.com Name: Arif H. Ali, partner, co-head, international arbitration group Email: Arif.ali@weil.com Telephone: 202-682-7004 Name: Erica Franzetti, associate, international arbitration group Email: Erica.Franzetti@weil.com Telephone: 202-682-7130

Weil, Gotshal & Manges LLP (Weil) is a market-leading provider of sophisticated legal services to clients worldwide, operating seamlessly across 21 offices in the US, Europe and Asia. Weil has been involved in more than 200 major international disputes, including scores of arbitrations, dealing with the laws of dozens of nations.

As a highly specialized practice it uses its special blend of advocacy skills, law expertise, and understanding of international commerce and investment to deliver an in-comparable service to its clientele.

-------------------------------------------------------------Weil’s partner and co-head in the international arbitration group, Arif Ali and associate Erica Franzetti consider the current business environment in Brazil which they feel is very optimistic, with the economy expected to continue growing in 2014.

Local industry has benefited from both a recovering global economy and a favourable exchange rate, while infrastructure sectors, including; power generation; railways; highways; ports and airports present the greatest opportunities for investors.

The technology sector is also seeing high demand and e-commerce is booming, as Brazilians purchasing

power has generally increased, however many goods can still only be found in the most industrialized regions.

Mr Ali said: “The real estate and tourism sectors are promising, as Brazil is expected to attract further international attention with the FIFA World Cup later this year and the Olympic Games in 2016.”

Ms Franzetti added: “These sporting events will increase Brazil’s visibility internationally, as well as the population’s self-esteem, which should have a positive impact on the country’s business environment and foster further investment in the sectors of tourism and consumer goods as well as other areas.”

Mr Ali said with confidence: “Without a doubt, Brazil is committed to having a more open economy and a steady stream of foreign investment in infrastructure and industrial capacity. Should Brazil undertake some of the structural reforms it has on its agenda for the future, investments in the country should further expand and its economy should grow at an even faster pace.”

Sao Paulo view from Morumbi Bridge

The recent legal changes governing several infrastructure sectors have lifted the interest of sponsors and lenders in relation to projects in Brazil, and also demonstrated the belief of the Brazilian government that such activities will positively impact and foster the economic growth – IMF has reduced

Company: Woiler&Contin Web Address: www.woilerecontin.com.br Address: Avenida São Gabriel, 477, 9º andar 01435-001 Jardim Paulista, São Paulo - SP - Brasil Telephone: +55 011 3165 3200

the estimated growth rate to 2.5% for Brazil in 2014, and infrastructure projects are being released to revert such trend. The Brazilian National Development Bank is playing a significant role on project finance, and the budget for 2014-2017 exceeds US$250bn.

structures, are of paramount importance to the design, bidding and financing procedures, in order to protect the parties’ interests over the entire concession period, which usually last for 2 or 3 decades in Brazil.

Regulation and/or concession contractual structures such as project bonds, and tax incentives put in place are aimed to attract domestic and foreign parties’ capital and allow the development of projects all over the country, eliminating long standing bottlenecks on ports, airports, energy, railways, roads, among other sectors, which create hurdles and additional costs to entrepreneurs: raising the competitiveness of the domestic industry and the return over the capital employed by private parties are priorities on the Brazilian agenda.

Woiler&Contin provides legal advice across the entire project spectrum, assisting clients on public procurement, construction contracts, issuance of project bonds, negotiation of syndicated loans and guarantees structures, among other activities.

We believe that early assessment of conditions and terms of projects, normally subject to BOT

68 | Acquisition International | February 2014

Caio Queiroz is recommended in Who’sWho Legal Magazine as a top-tier project finance lawyer and leads the firm’s infrastructure practice. Caio currently represents some of the world’s largest organizations, such as banks and sponsors. He also holds a master’s degree from King’s College London, University of London.

SECTOR SPOTLIGHT: 2014: All Eyes on Brazil

AG3 Consulting (AG3) is a Brazilian based, fullservice market research company covering Latin America, founded by Ms Geisa Rodrigues eight years ago. Serving national and global clients, offering both qualitative and quantitative research, it is affiliated to several market research associations, and specialist areas of expertise are, its vast experience in both consumer and B2B studies, covering a variety of market sectors.

-------------------------------------------------------------Ms Rodrigues reviews Brazil’s economy; predicting business will continue to grow in 2014, saying: “Brazil has grown less than expected in recent years, with the main government strategy being to hold and reduce inflation, allowing its continued growth. Unfortunately the results of this strategy take time to materialise, which is why growth is less than expected.”

Mergers are used to measure investments in the country, with 2013 seeing 809 completed, compared to 860 in 2012, according to Folha de São Paulo. The economic commission for Latin America expects Brazil’s growth to be below average compared to other Latin America and

KPMG Corporate Finance is a long-established advisory house with a truly global footprint, focussed on mid-market transactions but also with significant experience in large and public transactions and infrastructure deals. Head of corporate finance in Latin America, David Bunce considers Brazil’s economy during the year ahead.

-------------------------------------------------------------The Brazilian economy slowed in 2012 and 2013, with growth for 2014 forecast at 2.4%.

The actual outturn carries some additional uncertainty this year with federal elections and the World Cup. M&A volume also decreased in 2013. Nonetheless, interest from foreign buyers continues to be strong in a number of segments in Brazil.

He explains: “The World Cup has generated a level of additional infrastructure investments and, together with the 2016 Olympics; it represents a

Caribbean countries. Despite this Brazil has been offering continuous reduced unemployment rates, while keeping nonstop job generation, greater than neighbouring countries.

more than 3m jobs since 2010. Stadiums are built upon an eco-friendly concept; the first time this has happened, generating a positive image of our country.

This year is an election year and Ms Rodrigues explains that: ‘investors tend to be a little bit more reluctant to invest until new governments are defined’, however growth is expected to be around 2%, and the government remain committed to reducing inflation. In addition the country is hosting the FIFA World Cup.

“One of the greatest results has already been realised; the improvement of infrastructure in host cities, providing long-term benefits, boosting economic efficiency; there is no doubt, this event is having a positive impact on our economy.”

Ms Rodrigues syas: “Construction, infrastructure, food and beverage, and tourism are the main sectors benefitting from the World Cup. Previous host, Africa saw a 25% increase in its tourism during its World Cup year. When applied to Brazil, it means we will see 3m more tourists visiting, spending around US$3bn, according to a lead economist at private Brazilian bank Itaú Unibanco.

“It also comes with an expected impact of 1.5% in GNP, according to Reuters, and has generated

real opportunity for reinvention of Rio de Janeiro as an important global city. There is no consensus as to the short-term impact of the World Cup in 2014 (enhanced consumption in some areas versus production lost in others).”

Sectors currently generating strong interest from foreign investors include: technology; business services; healthcare; specialist financial services; insurance; advertising; and education.

The federal government is focussing on full employment and continued real salary growth to drive consumption, and on infrastructure investment to address logistics inefficiencies and ‘Brazil cost’ with the key immediate challenge being to restore the credibility of macroeconomic policies.

“Macroeconomic credibility can be rapidly restored by more rigorous adherence to declared inflation targets and a reduced budget deficit.

This is unlikely before late 2014 due to the

Company: AG3 Consulting Name: Geisa Rodrigues Email: geisa@ag3consulting.com.br Web Address: www.ag3consulting.com Telephone: +55 48 32665927 +55 48 96162060

election cycle but likely to occur thereafter,” added Mr Bunce.

Brazil’s core attractions are the size and potential of its consumer market; its extensive natural resources; its world-beating agribusiness sector and its significant program of infrastructure investment for the years ahead.

Company: KPMG Corporate Finance Name: David Bunce Email: dbunce@kpmg.com.br Web Address: www.kpmg.com.br Address: Av. Nove de Julho, 5109 – 6th floor – 01407-905 – São Paulo – SP - Brazil Telephone: 55 (11) 3245-8002

Acquisition International | February 2014 | 69

SECTOR SPOTLIGHT: 2014: All Eyes on Brazil Ksenia Ragozina / Shutterstock.com

Costa Barros Law Firm is a Brazilian law firm based in Natal/RN, with 15 years in legal experience, providing legal assistance to national undertakings, and advising foreign investors in starting new businesses in the northeast of Brazil, especially around the cities; Natal, Mossoró, Recife, Fortaleza and João Pessoa.

The firm offers legal advice to clients in the energy production chain; natural gas, oil, chemical industry, telecommunications, fishery undertakings, franchising, hospitals, ONG, wind power and solar energy. Services include, tax planning; including the identification of tax

Company: Costa Barros Law Firm Name: Francisco de assis Costa Barros Web: www.costabarros.com.br Email: costabarros@costabarros.com.br Telephone: +55 84 3311 5900

incentive programs issued by the government, real estate projects, environmental licensing, contracts, joint ventures, mergers and acquisitions, negotiations, amongst others.

Mr Francisco de a Costa Barros explains: “Spain, England, Norway, Sweden, Denmark, US, Portugal and the Netherlands are some of countries in which we have or have had clients with business in Brazil.

“Some of the advantages of doing business in Brazil are that it has a privileged location, with its size and geographic whereabouts; being well positioned enabling the formation of commercial relationships with the biggest economic blocks of the world.”

It has a stable economy and its ‘risk factor’ is decreasing each time it is evaluated by investors; year by year the country is becoming one of the most promising markets in the world. Given the size of the Brazilian landmass and its 7,367 km of coastline, the country possesses the many diverse climatic and geographic environments required for specific types of investments.

70 | Acquisition International | February 2014

Furthermore,it is important to add that the Mercosul is an agreement made between Brazil, Paraguay, Argentina and Uruguay with the intention of creating a common market, facilitating commerce and adding structure and strength to the economic area.

Brazil is the biggest country in Latin America, with a territory occupying almost half of South America; 43.7% in fact, and opposes the double taxation even signed, ratified and transformed in its internal laws, some international bilateral agreements to prevent the double taxation of income tax avoiding the impact on the countries current growth and attractiveness to investors.

Mr de A Costa Barros summed up stating: “Brazil possesses the biggest GDP of the Mercosul and has diminished its inflationary index, thus increasing its annual average GDP per capita. As well as all the characteristics cited above, it offers attractive advantages, through partnerships, for those that want to invest here. At Costa Barros Law Firm, we would be very pleased to assist businesses make a success of the opportunities on offer in our country.”

SECTOR SPOTLIGHT: Introducing the Next Global Boom…

Introducing the Next Global Boom…

Internationally there are countries fighting to attract foreign direct investment but two that seem to be having no trouble at all are Uganda and Paraguay; both proving to be popular destinations for investors.

Uganda and Paraguay are incredibly unique so this month Acquisition International speaks to some of the leading experts to discuss the lure, opportunities and challenges of doing business in the respective regions.

Guillermo Francisco Peroni, is the founder and senior partner of Peroni Sosa Tellechea Burt & Narvaja, a law firm in Asuncion, Paraguay. The firm was founded in 1968 when Bank of America NTSA decided to open a branch in Paraguay, and instructed Peroni, then a Paraguayan lawyer living in Argentina, to set up an office in Asunción, as outside counsel to the bank.

In the following years the firm became the principal player in the financing sector, and for prospection, exploration of minerals and hydrocarbons.

----------------------------------------------------------------Presently PSTBN continues to advise foreign financing entities in their offshore loans to local corporations and have been engaged by Borrowers to provide legal opinions for the legality and enforceability of loan agreements subject to foreign jurisdictions.

The firm’s strength lies in the incorporation of capital for the installation of industry utilizing Paraguayan labour and energy with reduced costs in relation to Brazil and Argentina, as well as advising clients regarding agricultural investments.

When asked about the current business environment in Paraguay, Peroni responded; “we believe that the present foreign investment and commercial market is booming, government foreign debt amounts to US $2.680.6M .and Central Bank reserves exceed US $5.876M.” The key pull factors for foreign investors are: A) Availability of energy for electro intensive industries; B) Low labour costs, though in need of training; C) Reasonable real estate prices; D) Low taxation on profits and remittance of dividends; E) A favourable Investment Promotion Law; F) cattle farming a well-developed sector from basics to processing industries; G) A labour movement that lacks cohesion and is generally willing to collaborate with employers.

H) Institutionalisation of the government after 20 years of democracy with a change of government every five years, with one exception, the

impeachment of president Lugo by Congress, who was succeeded in free elections, by vice president Federico Franco, who handed government to the candidate of the opposition, Horacio Cartes.

The greatest opportunities for investors lie in the following sectors: • Infrastructure • Commercial and residential construction • Agriculture – particularly cattle, poultry, and pork for local consumption and export • Smelting of minerals that exist in the country or imported from Brazilian and Bolivian deposits located on the Paraguay River • Hotels in Asuncion, Encarnación, Villarrica, Ciudad del Este, Salto del Guairá • Farming of soy beans, maize, cotton, wheat and other agricultural products and processing them into oil, flour, meal and other sub products, production or imports of fertilizers and seeds • And last but not least, imports of agriculture and construction machinery and spare parts.

Peroni noted a number of key challenges for the economy. Firstly, the opening of markets by neighbouring countries and the implementation without artificial restrictions of the Mercosur Treaty, and the Paraguay Parana Waterway Treaty. Secondly, the decisions by the Government of Argentina to impose unilateral measures to restrict transportation, discharging and reloading of Paraguayan agricultural products in their ports and facilities. Thirdly, the availability of properly trained personnel to handle the increasingly complex tasks required to produce, transport and deliver from a land locked country.

Fourthly, the creation of jobs for those who will be displaced by the inexorable advance of mechanized agriculture, which requires technically capable personnel. And lastly, the provision of education and health services to peasants and their subsequent incorporation into the economy.

To overcome these challenges, the state needs to increase its income to enable it to provide those

services to the needed, as such we believe there will be a reassessment of the negative policy of subsidies, a stricter control of tax evasion, a reduction in the salaries and number of public employees, changes in the judiciary tending to obtain better prevention of smuggling, money laundering and tax evasion, with the resulting increase in government revenues.

Paraguay has a number of advantages over neighboring countries. As 20 years of democracy have shown, elections are won by economic and political results. The Cartes government is the evidence of such results in the minds of the voters, the country is run for the benefit of the people, not for politicians, and it will be achieved by national and foreign investments with its impact on development and subsequent industrialization, achievable by the resources of the country, land, water and electricity, in a stable political scenario, with reasonable respect for environmental guidelines.

Foremost Paraguay economy is free in foreign exchange transactions, imports, exports, transfers of profits and dividends, royalties, licenses, immigration, investments, limited interference by the government in business, and equal treatment of foreign investors than nationals.

Company: Peroni Sosa Tellechea Burt & Narvaja Name: Guillermo Francisco Peroni Email: guillermo.peroni@pstbn.com.py Web Address: www.pstbn.com.py Address: Eulogio Estigarribia 4846, Asuncion, Paraguay Telephone: 595 21 319 9100

Acquisition International | February 2014 | 71

SECTOR SPOTLIGHT: Introducing the Next Global Boom…

Paraguay

Acquisition International speaks to Oscar A. Mersan, senior attorney and managing partner of Mersan Abogados.

-------------------------------------------------------------A prestigious boutique law firm founded in 1943, Mersan Abogados has a high and notable reputation in the country and is considered a well-known firm in world multilateral organizations. The firm offers a broad range of legal services mainly focussed in international business transactions, international placements of bonds, merger and acquisitions,

Company: Mersan Abogados Name: Oscar A. Mersan Email: oscar@mersanlaw.com Web Address: www.mersanlaw.com Address: Fulgencio R. Moreno 509, “De la Colina” Building, P.O. BOX 693, Asunción - Paraguay Telephone: (595-21) 447 739

We are pleased to present the professional background of our firm called Controller Accountants and Auditors, a member firm of PKF International Limited. Our firm has been in Paraguay with over 17 years professional experience, during which time it has developed a range of services relating to the practices of auditing, consulting, outsourcing and tax.

As a member of PKF International Limited, we are committed to providing highly professional

Company: PKF Name: Delcy Melgarejo Email: dmelgarejo@pkf-controller.com.py Telephone: 00595 21603044

taxation, banking, mineral and oil exploration projects and Intellectual Property matters with a state of the arts technology covering trademarks, copyrights and patents.

In recent years Paraguay has been under the watchful eye of international investors. The country is often referenced as the Hidden Treasure in Latin America, highlighting the wealth of opportunities for investment in a country where investors enjoy great economic freedom.

Paraguay has the second-lowest public debt rate in Latin America representing 14.4% of the GDP. Up until December 2013, National Reserves reached US $5.820m. Paraguay’s Central Bank has reported a GDP growth of 13.6% in 2013, being the highest in Latin America and making it one of the leading growth countries in the World, with a 4% inflation rate and an expectation for the national economy to growth 4.8% in 2014, according to recent PY Central Bank Report Abundant clean energy is available. Paraguay is the world’s largest generator and exporter

services globally, which is available through our network of member firms, who are highly rated in worldwide quality standards. This allows us to provide our customers with a highly qualified service as our professionals are given constant training, and are updated in important matters of accounting and auditing worldwide.

Our local company is permanently monitored

by PKF International Limited, who periodically reviews our services and working papers; work is exclusively by the international quality control’s (ICQ) imposed by PKF International Limited, a fact that adds significant value, thus strengthening our commitment to provide professional services with the highest standards of quality constantly needed by our customers.

Moreover, PKF International Limited is at the forefront in terms of methodology, basing its practice on strictly applying international standards, based on risk assessment. This allows

72 | Acquisition International | February 2014

of hydroelectricity. The country enjoys profuse water resources and a high labor expertise in agriculture, livestock and poultry production with the lowest tax structure in Latin America and in the Common Market of the South (Mercosur), being this a significant competitive advantage over its neighbors. Furthermore, Paraguay’s large pool of young workers, which is roughly 70% of Paraguay’s population under 35 years of age, is an untapped resource and favors labor-intensive industry sectors.

Landlocked in between Brazil, Bolivia and Argentina, Paraguay depends heavily on the Paraguay-Parana waterway, which is in need of serious upgrades. Paraguay needs significant infrastructure investments. Much of its road network is unpaved and the main paved arteries are in need of upgrades. The Ministry of Public Works plans to invest more than US $1.5bn in the next five years. The Public Private Partnership (PPP) is currently being implemented to become the main driver and leading legal tool to undertake these national challenges.

us to ensure that our service has an end result of inestimable added value, and our work is based strictly on our critical judgment and independent professional accountants.

Firm partners: Main partner: Walter E Hermosa D Audit partner: Javier S. Rojas S. Partner consulting: Fernando A. Cardozo C. Tax partner: Silvia R. Agüero R. Outsourcing partner: Elvira N. Ruffinelli D. We believe that to deliver to you the highest standard of service, we require a professional level of excellence, continuous improvement of our people, developing their skills and constantly promoting an analytical approach to studying the global trends in business. Our personnel, in Paraguay, fulfill the requirements of the PKF professional profile, with a generation of graduates from the best educational entities in the country.

SECTOR SPOTLIGHT: Introducing the Next Global Boom…

Uganda

Speaking to Acquisition International about the huge economic potential of Uganda is Elizabeth.

K. Mugumya, partner at Capital Law Partners & Advocates.

----------------------------------------------------------------Capital Law Partners & Advocates is among the oldest commercial firms in Uganda. Their core practice areas are banking, energy and mining and they also offer expertise in a wide range of commercial practice areas.

When asked about the economic uplift and improvements to the business environment in Uganda including political changes that have taken effect since the mid 1980’s Ms. Mugumya said; “In recent history the government of Uganda (GOU) has embarked on a combination of strategies to make the economy attractive to foreign investment and the results are beginning to show”. Some of these policies include tax breaks, enactment of favourable business laws, and the recent revival of the East African Community in which the GOU has taken a leading role.

Wafula & Co Advocates has grown steadily since establishment in 2007. It has four advocates, two legal associates, four clerks, one office administrator and secretary. The firm deals in conveyances, patent and copyright consultants, legal consultants, investment and procurement consultants. It has distinguished itself from others by honesty and dedicated work.

Mr. Wafula Charles pointed out that one of the most desirable factors pulling investment into Uganda is the population of 37 million people that provide both cheap labour and a market for the goods and services as consumers. Beyond this, other key pull factors include tax holidays, good road networks, peace, stability and security, subsidized loans, good governance and rule of law.

“I believe the business environment in Uganda has benefited from the continued liberalisation of the economy by the GOU. A prime example is the banking sector, since liberalisation in 2000, the number of commercial banks has grown from a handful to 22” said Ms. Mugumya; “and furthermore, with respect to foreign investment, 87% of the existing banks are foreign owned. With the presence of international banks such as Citibank, Barclays, and Standard Chartered financial services in Uganda have become more efficient.”

Uganda’s annual growth rate remains the fastest in sub-Saharan Africa and Ms. Mugumya believes that “the infrastructure and available workforce present a huge opportunity to foreign investors”. For the past three years Uganda attracted the biggest portion of FDI among the East African Community block countries.

Mugumya told Acquisition International that when recently asked where the greatest opportunities for investors lie, Frank Sebbowa the executive director of Uganda Investment Authority stated

The greatest opportunities for investors in Uganda lie in the agricultural, tourism and oil sectors, said Mr. Wafula, however also noted that the key challenges to be aware of include high inflation rates, insufficient skilled labour, bureaucracy and corruption, which can be time consuming.

that GOU’s focus is on four areas; Agro-business, eco-tourism, mineral beneficiation and use of ICT to meet the demands of the digital age. However, the greatest opportunity thus far lies within the oil and gas sector. Uganda has already confirmed 3.5 billion barrels of oil and with extraction of oil deposits projected to commence in 2017, this will no doubt attract more foreign investment to exploit the business opportunities presented by oil industry.

Company: Capital Law Partners & Advocates Name: Elizabeth. K. Mugumya Email: info@capitallawp.com Web: www.capitallawp.com Address: 3rd Floor Pan Africa House, Plot 3, Kimathi Avenue, Kampala Telephone: +256414 340072

able to attract more investors and tourists so as to boosting the economy.

Wafula & Co. Advocates

Uganda being the ‘Pearl of Africa’ is gifted by nature, it has a good environment that enables agriculture to be carried out throughout the year. Its plentiful hydro-electricity offers a huge advantage over neighbouring countries.

Stability is a key factor in development and a key pull factor for investors, thus political leaders need to ensure stability so as to be able to make the country benefit from its newly found oil and be

Company: Wafula & Co. Advocates Name: Wafula Charles Email: wafulaadvocates@gmail.com Address: Plot 9 Nalufenya rd. Jinja P. O. Box 573, Jinja Telephone: +256 753172017

Acquisition International | February 2014 | 73

SECTOR SPOTLIGHT: Introducing the Next Global Boom…

Shonubi, Musoke & Co. Advocates, which recently celebrated 25 years, remains the leading law firm in Uganda and has been recognized as such for the past decade by Chambers Global, IFLR 1000, and PLC Which Lawyer.

economy that is largely private sector driven, favorable climate, mineral resources, and a functioning legal system governing investment and predictability, Uganda has seen remarkable progress in the business sector and continues to grow exponentially.

With the relative political stability, liberalized

Company: Shonubi, Musoke & Co Advocates Name: Noah Edwin Mwesigwa Email: nmwesigwa@shonubimusoke.co.ug Web Address: www.shonubimusoke.co.ug Address: Plot 14 Hannington Road, SM Chambers P.O Box 3213 Kampala Telephone: +256414233204

At the forefront of the boom there has been sectors such as manufacturing and agriculture which have seen new markets open up with the resumption of the East African community. The government has been pivotal in encouraging foreign investment through incentives in these sectors as well as through privatization and public private partnerships; policies which have distinguished Uganda from its neighbors.

The discovery of oil and the impending commencement of oil production in Uganda has led to a flurry of business activity and investment, not only in production but in

74 | Acquisition International | February 2014

support sectors. Uganda’s recognition as a top tourist destination in 2013 cemented its arrival on the global tourism scene.

The firm has set the pace in its leading practice areas notably; corporate/commercial advisory, banking and finance, mergers and acquisitions, intellectual property, public private partnerships, aviation, general conveyancing and real estate, litigation and ADR, tax and securities, telecommunications, energy, oil and gas, company secretarial services and presently provides advice to various local and multinational/international clients of impressive repute.

With a potent investment-friendly climate, the ‘Pearl of Africa’ has established itself as a goldmine and haven for both local and foreign investment.

Investment in Uganda is a chance worth taking.

SECTOR SPOTLIGHT: Arbitration Seats: Weighing up the Pros and Cons

Arbitration Seats: Weighing up the Pros and Cons Boris Vittoz is a founding partner of CPV Partners (Lausanne/Geneva).

His practice focuses on international commercial and sport arbitration and litigation.

Lake Geneva, Switzerland

Mr Vittoz is also a co-chair of ASA Vaud, the local group of the Swiss Arbitration Association (ASA) based in Lausanne, and was recently appointed on the closed list of arbitrators serving at the Court of Arbitration for Sport (effective January 2014).

CPV Partners is a boutique law firm specialising in business law. “The partners of the firm draw from their experience at large Swiss commercial and international arbitration law firms in order to deliver impeccable and highly specialized services,” Mr Vittoz commented.

He further explained that CPV’s partners manage a lower amount of cases in comparison with large firms which is allowing them to offer; “deeper personal focus and more exclusive services to its clients.”

Mr Vittoz continued by describing the legal infrastructure in Switzerland as arbitration seat as ‘outstanding’.

“The relevant domestic law applicable to international arbitration (Chapter 12 of the Swiss Private International Law Statute) provides a stable, simple, flexible, efficient and arbitrationfriendly framework indifferently suitable for users coming from all horizons and legal cultures,” he explained.

Mr Vittoz further introduced one of the recent developments in the country namely the SwissArbitrationHub (swissarbitrationhub. com). “It gives easy access to all the information needed to organise arbitration hearings in Switzerland (hearing rooms, accommodation, court reporters, interpreters and further hearingoriented services),” he explained.

“Our country has a more than a centurylong tradition of hosting disputes subject to international arbitration,” he continued talking about the jurisdictional atmosphere within Switzerland, he added; “Further, Swiss arbitration law is very liberal, including in terms of arbitrability of the disputes and of state courts intervention, essentially limited to supporting arbitration.”

However, he outlined that one of the most important features of Swiss arbitration law is that it provides extremely limited room to challenge arbitral awards and for no multistep annulment proceedings. “Setting aside proceedings take place before the Swiss Supreme Court exclusively, which rarely annuls arbitral awards; (less than 8% of the cases) and, in general, renders its judgements within six months” he said.

“Switzerland is a convenient venue for international arbitration because of its tradition, infrastructure, its experienced local community, and also because international contracts are often subject to Swiss law, which is well recognized worldwide for its accessibility and liberal foundations.”

Moreover Mr Vittoz commented on the country’s impartiality and convenience in terms of arbitration. He shared that in terms of arbitration, the tradition of impartiality can be best illustrated by the fact that non-Swiss parties routinely appoint arbitrators chosen among the local arbitration community. “That is a reflection of the trust put in Switzerland and Switzerland-based arbitrators by the members of the international arbitration community - users, arbitrators and counsel alike” he explained.

Talking about the key cost considerations in arbitration, Boris Vittoz pointed out that counsel and expert fees are among the most important bits of a budget. “Arbitration can be expensive and users are encouraged to use cost reduction mechanisms, such as the expedited procedure provided for by the Swiss Rules of International Arbitration for claims not exceeding US $1,000,000.

“Despite the emergence of new arbitration centres Switzerland stands its ground as a popular venue for international arbitration.”

As an example, he presented; “In ICC arbitrations, Switzerland is the most often chosen seat of arbitration, and the country with the largest amount of both arbitrators and counsel.

In addition, as a result of the Court of Arbitration for Sport having its seat in Lausanne, sport arbitration expanded dramatically in Switzerland during the last decade.”

Lastly, Mr Vittoz predicted that due to its outstanding legal and practical infrastructure, including a very active local community, Switzerland will continue to be one of the leading centres of international arbitration.

Company: CPV Partners Name: Boris Vittoz, DEA (Paris I) Email: vittoz@cpvpartners.com Web Address: www.cpvpartners.com Address: 18, avenue d’Ouchy - CH-1006 Lausanne Telephone: +41 21 566 11 00

Acquisition International | February 2014 | 75

SECTOR SPOTLIGHT: Arbitrating Maritime Disputes

Arbitrating Maritime Disputes With 90% of the world’s cargo travelling by sea the maritime industry is inherently open to risk. The global financial crisis has only added fuel to the fire, with disputes increasing in all areas of commerce, shipping and international commodities. Disputes arise in a multitude of areas: damaged cargo, detention and demurrage, general average, hazardous ports and cargoes, pollution, limitation of liability, personal injury and piracy – the list could go on.

Arbitration is, without doubt, the preferred method for settling maritime disputes but the question is where to go?

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SECTOR SPOTLIGHT: Arbitrating Maritime Disputes Dr. Ardeshir Atai is a consultant and partner at Atai & Associates Law Firm, an Iranian business law firm established in 1975.

-------------------------------------------------------------The firm advises international clients interested in developing business in Iran. The lawyers have expertise and knowledge of international law and Iranian law and provide fast, reliable services at competitive rates.

Dr Atai further discussed the law of international commercial arbitration (LICA) 1997 which governs commercial maritime arbitration proceedings in Iran. “The provisions of LICA are based on the UNCITRAL model law on International Commercial Arbitration. The application of international standards makes Iran arbitration friendly for exporters, brokers, cargo-owners, carriers, charterers, insurers and ship-owners,” he explained.

Moreover Dr Ardeshir Atai pointed out the advantages Iran offers as a maritime arbitration seat recognising both ad hoc and institutional arbitration and parties may appoint one or threemember arbitration tribunals to hear disputes, choose the venue and language of proceedings and selecting foreign law as the applicable law of the shipping contract, are among some of the key advantages he mentioned.

Other positives include; non-intervention of Iranian courts in arbitration proceedings, Adedoyin Oyinkan Rhodes-Vivour nee Akande is the managing partner of Doyin Rhodes-Vivour & Co. ------------------------------------------------------------Mrs Rhodes-Vivour is a Fellow of the Chartered Institute of Arbitrators (UK) and was elevated to the status of Chartered Arbitrator in 2004. She is a centre for dispute resolution [CEDR] (UK) accredited mediator.

The niche law firm is focused on a deep understanding of its key sectors and providing service of the highest professional and ethical standard. Their expertise covers dispute resolution; litigation, arbitration and mediation.

Their experience also covers international and domestic arbitration in various sectors including oil and gas, maritime, construction, banking and telecommunication.

binding and enforceable award, competence of the arbitral tribunal to determine its own jurisdiction, power of the arbitral tribunal to issue provisional measures and injunctions and appoint expert and equal treatment of parties and due process of law.

Furthermore Dr Atai touched upon the cost considerations involved in the process; “Parties may agree as to the fees of arbitrators and legal counsels when negotiating contract, with the arbitration institution usually providing the parties with a schedule of fees of arbitrators.”

Dr Atai observed that the number of maritime claims have risen in the past year due to international sanctions taking place in Iran.

“Foreign claims mostly related to the payment of demurrage, breach of payment obligation, and non-performance of contract and ship arrest,” he said.

In order to solve the challenges Dr Atai suggested: “The tribunal must hear the submission and defence of both parties and consider evidence put before them. The tribunal must only decide the issues submitted to it and should not omit any point from its deliberations and provide a reason for issuing the award.”

Sharing his views for the upcoming 2014 Dr Atai concluded; “The nuclear deal reached between Western Power and Iran in November, Furthermore, she discussed the two arbitrationrelated laws recently passed in the country’s commercial nerve centre, Lagos State; the Lagos Arbitration Law 2009 and the Lagos Court of Arbitration Law 2009.

Company: Atai & Associates Law Firm Name: Ardeshir Atai Email: Ardeshir.atai@ataiassociates.com Web Address: www.ataiassociates.com Address: No. 8, 14th Street, Vozara Avenue , Tehran , Iran Telephone: +98 (0) 21 8871 38 50

Nigerian parties with a close connection to Nigeria are conducted in foreign jurisdictions, particularly London.

“The Lagos Arbitration Law 2009 is closely based on the recent revisions to the UNCITRAL Model Law i.e. the UNCITRAL Model Law 2006 and also incorporates special rules of procedure to ensure the expeditious hearing of court matters in support of arbitral proceedings,” she said.

Touching on the advantages Nigeria offers as a maritime arbitration seat, Mrs. Rhodes-Vivour said; “Nigeria has a favourable legal framework and court support system.”

Talking about the legal framework of arbitration in Nigeria, Mrs Rhodes-Vivour said: “Nigeria was the first country in Africa to adopt the 1985 United Nations Commission on International Trade (UNCITRAL) Model Law on International Commercial Arbitration through the passing of the Arbitration and Conciliation Act in 1988.”

She further explained that the country has a high number of highly trained and skilled arbitrators giving parties a wide choice of professionals to work with. “The Chartered Institute of Arbitrators UK, highly renowned for its training of arbitrators has an active Nigerian branch. The Maritime Arbitrators Association of Nigeria set up with the aim of advancing and encouraging knowledge in the specific area of maritime arbitration, has also contributed immensely to developing knowledge in the field,” she explained.

Nigeria is also a signatory to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Among the challenges in using Nigeria as arbitration seat Mrs. Rhodes-Vivour pointed out the fact that most maritime arbitrations involving

“Our core values are integrity, professionalism and excellence,” Mrs Rhodes-Vivour commented.

in Geneva came into force on 20 January 2014, which will ease sanctions against insurance of Iranian oil cargoes. Therefore, exporters, carriers, charterers, insurers and ship-owners will resume trading with Iranian merchants and disputes may arise from defaults under the respective contracts.“

“Standard form contracts which stipulate foreign places of arbitration irrespective of the nature or circumstances of the dispute have impacted negatively on the perception of arbitration as a cost effective mechanism,” she added.

Mrs Rhodes-Vivour concluded by saying that traditional places of arbitration should actively encourage the development of other regions, and there should be a high level of collaboration between the various centres, with a view to encouraging the proceedings in the most convenient and cost-effective seat for the parties.

Firm: Doyin Rhodes-Vivour & Co Name: Mrs. Adedoyin Rhodes-Vivour Email: doyin@drvlawplace.com Website: www.drvlawplace.com Address: No 9, Simeon Akinlonu Crescent, Oniru Private Estate, Victoria Island, Lagos, Nigeria Mobile: +234 803 417 3455 Telephone: +234(1)4544373

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SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

2014’s Pipeline to Success: Partnering with...

In today’s globalized world, where ever-increasing volumes of trade and investment are being conducted and huge sums of money can be transmitted around the earth at the press of a button, the demand for international companies is greater than ever and consequently the figures for new company formations are ever-rising.

A.I. takes a look at some of the main regions affected around the globe.

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SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

New Zealand New Zealand DLA Phillips Fox (DLA) is a full service, business law firm based in New Zealand (NZ) with offices in Auckland and the capital Wellington. The firm is a trusted legal adviser to many of NZ’s most significant business brands and largest entities, as well as some of the world’s most recognised organisations. DLA provides counsel to a vast range of private and public companies, government and local government organisations, charities and other entities.

DLA has an alliance with global business law firm DLA Piper; one of the world’s largest law firms. This relationship is unique in NZ, the beginnings of it were 25 years ago and it is part of the firm’s competitive edge in the NZ market. Serving DLA Piper’s global research and industry groups these associations are insightful. They keep the firm’s clients and its teams at the leading edge of international trends, legislative, regulatory and commercial developments.

The global reach of DLA has also brought very significant multi-national clients to the firm, as well as international companies seeking to invest in NZ, sometimes referred by offices of DLA Piper, particularly in Asia. DLA punches above its weight in the commercial world in NZ and is proud to count amongst its partners and lawyers some of the country’s keenest, most experienced legal minds.

DLA Phillips Fox (DLA) is a full service, business law firm based in New Zealand.

The firm is a trusted legal adviser to many of New Zealand’s most significant business brands and largest entities, as well as some of the world’s most recognised organisations. DLA Phillips Fox provides counsel to a vast range of private and public companies, government and local government organisations, charities and other entities.

DLA Phillips Fox is an alliance partner of global business law firm DLA Piper – one of the world’s largest law firms. This relationship is unique in New Zealand; the beginnings of the association go back over 25 years, to the firm’s initial alliance with what is now DLA Piper Australia.

----------------------------------------------------------------DLA partners Martin Thomson and Terence Ng consider New Zealand’s (NZ) economy which is poised for significant growth, with optimism at a 20 year high. Throughout the global financial crisis (GFC) the NZ economy was unusually resilient and remained appealing to investors.

New Zealand is a stable, English speaking democracy, with a hard-working, educated population, good technology and infrastructure, and a genuine ease of doing business. Tax rates are competitive. There is low inflation and relatively low public debt. Regulation is light handed and NZ encourages business and innovation.

NZ has also negotiated free trade agreements with Australia, Hong Kong, China, Taiwan, Singapore, Malaysia, Thailand and more. India, South Korea and Russia are amongst those on the ‘under negotiation’ list. These trade agreements enhance investment attraction.

Three Cheers for Primary Production Driving the economy in 2014 is the spectacular growth in demand for agricultural commodities, at which NZ excels, in particular dairying. Most growth in demand is coming from China, as it seeks to shore up its access to food.

Fonterra, a dairy cooperative involving more than 10,000 farmers, is the driving force for making NZ the world’s fourth largest dairy producer; deriving its competitive edge from its intensive, pasture-grown, high technology production of milk.

Fonterra is NZ’s largest exporter.

There is growing interest in overseas investment in NZ’s agriculture and horticulture assets, including processing. An example is China’s Bright Dairy’s investment in dairy processor Synlait.

However it’s important to note that foreign investment in some types of assets in New Zealand is restricted. The Overseas Investment Act 2005 defines types of land investments (such as farms or forestry land) which require consents.

Similarly, investors must obtain consent to invest in any interest in New Zealand’s fishing quota or in significant business assets. The Overseas Investment Office processes applications for such investments.

Plantation forestry is a major industry in NZ, covering nearly 2m hectares. The forestry sector is dominated by investment from superannuation and endowment funds from overseas, which have generally purchased cutting rights. There is an increased demand for the country’s export logs.

As the NZ Herald, the country’s largest daily paper reported in January; the thirst from China for logs has doubled the value of exports in 20 years.

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China-NZ Relations NZ has an excellent relationship with China. The ties that bind are growing. NZ’s government has been proactive in strengthening government-togovernment relations around the world, and China is an exemplary example of this. China signed its first free trade agreement with a Western nation with NZ in 2008. Unsurprising then that by 2013, it’s reported China had become NZ’s biggest trading partner, overtaking Australia.

In the years between censuses, New Zealand’s Chinese population increased 16% to 171,000.

Little wonder, then that Kiwis are becoming closer to Chinese in cultural understanding, with many events on the Chinese calendar now genuinely celebrated.

Across the Ditch – Aussies Across the Tasman is NZ’s nearest neighbour – Australia: our largest source of foreign direct investment and until recently our largest trading partner. Since the 1980s, NZ and Australia have been bound by a free trade agreement for goods and services known as CER (Closer Economic Relations). The result has been two economies bound ever more tightly. In 2011, Australia and NZ signed an investment protocol designed to cut compliance costs for both countries’ investors and to encourage more investment together.

Beyond Primary Produce NZ’s energy sector holds considerable potential for investment. In February, it was reported that oil and gas companies could spend up to $2.3bn on 90 new exploration wells over the next two years.

Oil currently yields $400m in royalties and $300m in company tax per year, and is NZ’s fourth largest export.

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

Exploration companies include Anadarko and Shell. NZ Trade and Enterprise calls these “exciting, underdeveloped and unexplored opportunities; backed by a highly skilled and cost­competitive workforce”. NZ undoubtedly has oil and gas reserves. Accessibility has mainly kept these unexplored.

An active segment of the market for investment is the NZ film and television industry, including the visual effects industry, rivalling Hollywood in its capability. In addition to NZ’s home grown director-producer Peter Jackson, his production companies and associated multi-Oscar award winning animator WETA Digital, top Hollywood and international producer-director James Cameron (Titanic and Avatar) has moved to NZ. Talent and capability in the industry is very strong, and NZ is endowed with a vast variety of locations within a small geography.

Investors are also supporting the growth of NZ’s infrastructure, which has accelerated since the GFC. Auckland has had major transport projects commissioned: roads, tunnels, a viaduct, and electrification of the rail service. The rebuild of Christchurch after the 2010 and 2011 earthquake sequence also creates opportunities for international investors. There has been a move towards public private partnerships in infrastructure in NZ. We think there is a significant appetite for this form of investment in NZ. Dancing with Investors NZ’s government does not offer financial incentives for foreign investment, instead relying on an attractive environment for doing business in NZ, with light regulation.

NZ Trade and Enterprise is charged with strategies to attract investors into NZ. The organisation maintains offices around the world, assisting companies investing in NZ. Film tax rebates are a special category, which have a double whammy effect on investment and the economy. Movie and TV production highlights the scenic beauty of NZ, resulting in greater tourism, higher immigration, and greater interest in investment, as well as direct jobs and an increase in expertise in technology.

It’s a Hungry World No matter which way you look at it, NZ seems well positioned for the future. In the nineteenth century, the country was regarded as the food basket of Britain. Now, it seems to be the food basket for quite a number of countries and it is likely that this will continue. Measured variously, NZ (population 4.5m) produces enough food for 50-1OOm people. Technologies are continuing to ensure that production increases. Providing risks can be mitigated, the future looks bright.

Challenges in the Economy NZ’s strengths are also its weaknesses; its ability to please China is also a vulnerability. Our forte in dairying and our now, major trading partner China leave us exposed. The farming sector is highly leveraged. The Reserve Bank’s financial stability report (November 2013) pointed out that parts of the rural sector, dairying in particular, were deeply indebted and posed a risk should commodity prices fall.

The same report cited the risk of New Zealanders’ predisposition to invest in housing, and high levels of personal debt associated with this. House prices in Auckland have risen 17% over the past year. The Reserve Bank moved to mitigate some of this risk by ensuring banks reduced the availability of 100% lending on housing.

A further risk is in the food safety and reputation arena. NZ is justifiably regarded as having excellent food safety. However recent instances in food safety scares have highlighted the need for NZ to be vigilant in maintaining standards in this area as well as the importance of timely communication.

Company: DLA Phillips Fox, Auckland NZ Web Address: www.dlapf.com Address: DLA Phillips Fox Tower, Level 22, 205 Queen Street, Auckland 1010, New Zealand Phone: +64 9 303 2019 Fax: +64 9 303 2311 Name: Martin Thomson, partner Email: martin.thomson@dlapf.com Telephone: +64 9 300 3850 Mobile: +64 27 538 8014 Name: Terence Ng, partner Email: terence.ng@dlapf.com Phone +64 9 916 3770 Mobile: +64 21 532 335

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SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

Andorra Simon Binsted is the President of SERVISSIM, the only fully English-speaking international services company in Andorra.

-----------------------------------------------------------Mr Binsted commented; “All in all, we believe that we offer the friendliest, most professional services in Andorra and invariably our standard answer to “Can you help me with this?” is “Yes, of course we can.”

The company benefits from a network of associated property sales specialists covering the whole country and a highly professional realestate management service.

Company: SERVISSIM, S.L. Name: Simon Binsted Web Address: www.servissim.ad Email: services@servissim.ad Address: Edifici Rossell, baixos, Avinguda Sant Antoni, 26, LA MASSANA, AD400, Andorra Telephone: +376 737800 / 737900

Brazil Eduardo Ferraz Guerra and Julio Henrique Batista are the founding partners of Guerra, Batista Associados.

---------------------------------------------------------------Founded in 2006 in Sao Paulo, Guerra, Batista Associados is a corporate consulting firm primarily focused on agile, personalized advisory services, such as tax planning, detailed tax mapping,

“Our multilingual property listings at andorraproperty.com represent the largest range of property for sale and rent in the country, with full and accurate details of the acquisition costs involved. You can rely on us to give you the best advice possible concerning affordability, rentability, location and value for money - and no hard-sell techniques. We, of course, will handle all the paperwork involved and if you cannot be here for completion, we can prepare and execute Powers of Attorney”, Mr. Binstead said.

Furthermore touching on the assistance services his company provides, he said: “You don’t just buy or rent a property through Servissim and then get left to fend for yourself. All our buyers get a free first-year subscription to our private client assistance services, which means that any questions, paperwork, or obligation queries are handled quickly and efficiently - and of course explained properly and professionally to clients in their own language.”

The vast range of services the company provides also include business investment consultancy, residence permits and more.

When discussing the current business environment in Andorra, he described it as ‘very challenging’ due to the lack of growth in the neighbouring countries of France and Spain, but noted that new business and company formations Periodic tax compliance reviews, equity planning, business restructuring and recovery, corporate model definition, environmental matters, mergers and acquisitions, multidisciplinary due diligence reviews, project finance structuring and transfer pricing.

“Our performance has ensured that we permanently focus on the individual client’s business needs providing them with up-to-date consulting services premised on a global view of business, as opposed to services solely orientated at offering narrow focused services,” Mr Guerra commented.

Commenting on his staff, Mr Guerra pointed out that the firm’s professionals are all gathered from major auditing and consulting firms, stressing the fact that this extensive variety of knowledge certainly adds value to their clients’ business. “We are well qualified to work productively and arrive at the overall best solution,” Mr Guerra said.

Company: GUERRA, BATISTA ASSOCIADOS Name: Eduardo Guerra e Julio Batista Email: guerra@guerrabatista.com.br juliobatista@guerrabatista.com.br Web Address: www.guerrabatista.com.br Address: Rua Itapeva 240, 17th Floor, São Paulo, Brazil Telephone: +55 11 3149 4010

Describing the current business environment in Brazil, Mr Guerra points out that the expectations for 2014 are bright. “Brazil will be in the spotlight as it hosts the World Cup, and maybe even win it,” he laughs, “It is a solid, maturing democracy and an active member at international economic meetings and slowly, but surely, is creeping up the GDP table having recently passed the UK to take 7th place.”

Mr. Guerra mentioned that assets such as its continental size, growing middle class, dynamic

82 | Acquisition International | February 2014

have improved dramatically since the opening up of the economy to foreign investment in 2012.

Whilst on the subject of company formation, that the company promotes via its website andorra business.com, he declared that; “Andorra is looking for foreign investment into real, locally-based businesses with the main income-stream running through Andorra - and that have the potential to offer local employment in due course”.

He agreed that company formation is not as easy as in many other places; “but definitely worth it in the end, because of our very light taxation for both businesses and residents alike, not to mention the privileged lifestyle. It was also necessary for investors to note that non-residents wishing to invest must ask for government permission and provide a solid business plan” in order to form a company in the fully-independent Principality. “Offshore name-plate companies are not officially desired,” he added.

As one of the main challenges in company formation Mr. Binsted told us that in his view the key was the ability to; “provide a service which guarantees successful applications from nonresidents and new-business residents alike.”

Finally, Mr Binsted’s prediction for the business environment in his jurisdiction in 2014 is for a “slow but steady increase in demand.” and increasingly educated population place Brazil among some of the most promising countries to start a business.

Nevertheless Julio Batista comments that the time-consuming administration and bureaucracy are among the top challenges investors must go through in the process of opening a company.

“We need to manage our client’s frustrations with documental requirements and slowness in registration by being realistic about the time it may take to gather, register and finalize the process,” Mr. Batista says.

Remarking on the company formation process Mr. Batista said; “There exists a little more bureaucracy when it comes to the setting up of a company in Brazil compared with most other jurisdictions.”

“Foreign investors have the added task of registering the shareholders of their local Brazilian entity, and the POA for the Brazilian resident who will act as their legal representative with the Brazilian consulate in their country of origin, as well as registration of its foreign investment with the Brazilian Central Bank.”

Sharing his views for the upcoming year, Mr Guerra concluded: “We predict a slow but continuing economic growth, with present heavy investments in infrastructure such as transport, airports, roads, etc., coming on stream helping to make the country more efficient.”

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

Cayman Islands

CIMA has pointed out that the Statement sets out its minimum expectations and the Guide is not intended to set best practice standards.

Paul Harris is President of the Cayman Directors Association and the Cayman Company Managers Association. He is also chairman of IMS Ltd one of the largest director services firms in the Cayman Islands ----------------------------------------------------------------------

In the main the Statement covers many of the principles enshrined in common law and adds the following specifics as to what CIMA expects as a minimum with regard to regulated mutual funds:

Cayman continues to lead the world as the hedge fund domicile of choice and as a jurisdiction that places great value on corporate governance.

In order that corporate governance practices in the Cayman Islands are maintained at a high standard both the financial sector and the Cayman Islands Monetary Authority (CIMA) have focused on ways in which directors can be given guidance on their fiduciary duties and responsibilities.

The financial sector responded by forming the Cayman Islands Directors Association, which presently has 250 local members, and by adopting a code of conduct with which all members must comply.

CIMA responded by publishing a new Statement of Guidance on Corporate Governance for Regulated Mutual Funds on 13th January 2014 which applies to all regulated mutual funds. It also applies to, operators to funds which term encompasses directors of corporate mutual funds, trustees of unit trusts and general partners of mutual funds formed as exempted limited partnerships.

The Board of Directors should : * meet at least twice a year in person or by telephone conference call. * ensure service providers are present at meetings where necessary * communicate adequate information to the investors to the extent permitted * require regular reporting from the investment manager and other service providers and issue directions if necessary * ensure the fund is operating within all applicable laws * ensure constitutional and offering documents are in compliance with all laws * ensure investment strategy and conflicts of interest policy are clearly described in offering documents and contain all information necessary for an investor to make an informed decision * approve removals or appointments of service providers and ensure investors are notified * ensure full minutes are kept of all board meetings which should include the agenda, names of attendees, matters considered and decisions made. * regularly monitor whether the investment manger is performing in accordance with the defined investment criteria, strategy and restrictions

* review and approve the funds financial results and audited statements * regularly monitor the funds net asset valuation policy and that calculation of its net asset value is being done in accordance with that policy. * inform CIMA on a timely and on-going basis of any matter which could adversely affect the financial soundness of the fund or its compliance with relevant laws.

Each Director should: * ensure he has sufficient capacity for the number of funds he is a director of * ensure all conflicts of interest are disclosed, documented and monitored * exercise independent judgment and take into account the interests of the investors as a whole.

By issuing such a Statement, Cayman has again taken the lead - this time in corporate governance.

Company: International Management Services Ltd Name: Paul Harris (Chairman) Web Address: www.ims.ky Email: pharris.ims@gmail.com Address: Third Floor, Harbour Centre, George Town, Cayman Islands KY1-1102 Telephone: 345-916-2445

Greece

Maria Tsakiri is a senior associate at Chiotelis & Co; a niche commercial law firm with a strong international clientele, based in Piraeus, Greece.

---------------------------------------------------------------------The company provides a first rate and cost effective service to its clients, both within Greece and internationally. “With a reliable and trustworthy global network, we are able to effectively meet the needs of our demanding, diverse and international clientele.

Our clients range from P&I clubs, H&M underwriters, ship owners and salvors, private investors and funds, governmental bodies and organisations, banks and construction companies,” Ms. Tsakiri explained.

Ms. Tsakiri added “Chiotelis & Co is only a small firm but we have a wealth of experience in company incorporation, whilst most law firms focus their efforts on their clients’ current legal needs, we are always looking for creative ways to help our clients to expand their businesses.”

When asked about the current business environment in Greece, Ms. Tsakiri described it as ‘tricky’ and pointed out that one of the main reasons for this is the huge dependence on the banking and tax systems.

Ms. Tsakiri further outlined the newly created

that depending on its type, a company formation could range from “just cumbersome to complicated”.

corporate form, the ‘private company’ (PC) as one of the main trends in the company formation process under her jurisdiction.

“The main purpose of private company, inter alia, is the long term replacement of LTD,” she said. “According to data from the report of the General Commercial Registry, based on conservative estimates, the introduction of PC has reduced bureaucratic costs by at least 25%.”

Touching on the advantages, Ms. Tsakiri added: “Private company requires disclosure exclusively through the General Commercial Registry or website (publication in the official gazette requires no cost). It provides simplified procedures for general meetings, meetings of the board of directors and for the approval of the annual financial results.

“The introduction of the aforementioned regulation is a good step for new entrepreneurs but unless the real economy improves, this measure alone cannot produce miracles,” she concluded.

Ms. Tsakiri further noted that Greece is one of the; “very few remaining countries to have so many types of commercial companies”. Nevertheless she added

When asked about the key challenges in the Greek incorporation process Ms. Tsakiri pointed to three separate matters; fighting bureaucracy, simplifying the process in line with Northern European countries and encouraging clients to have a more open-minded, modern view.

Lastly Ms. Tsakiri shared her predictions for 2014 saying she expects the year to be ‘problematic’.

Company: CHIOTELIS & CO Name: Maria Tsakiri Email: chiotelis@chiotelisandco.gr Web Address: www.chiotelisandco.gr Address: 5 Sachtouri Street Piraeus Greece Telephone: +30210 4294 928

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SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

Italy Gabriele Giambrone, managing partner at Giambrone Law talks to us about his firm’s unique approach to legal business challenges and the spirit of his team.

----------------------------------------------------------------Giambrone Law is the award-winning ‘Best Italian Law Firm’ for 2012 and 2013, focussing on bringing a modern and cutting edge approach to business.

It does this by employing some of the best lawyers in their respectable fields, who not only are skilled but compassionate when required.

way our professional lawyers handle their cases, always ensuring to treat all parties involved in a tactful and sympathetic manner.”

“The economy is still a challenge for all including many of our clients. We remain focused at what we do in these difficult economic times in order to stay ahead as one of the best Italian law firms with international services,” said Mr. Giambrone.

Giambrone Law presents a straightforward approach to the delivery of legal services offered to private clients. “Not only have we invested substantial resources in our IT and communications systems but also in the training of our teams to manage your legal requirements in a swift, clear and cost-effective manner – keeping you fully informed along the way,” concluded Mr. Giambrone.

Giambrone Law’s ever-expanding Italian private client practice advises individuals, entrepreneurs and investors on how best to structure their business and personal affairs. We offer expert legal advice for Italian probate, family law, tax planning, wills and trusts, as well as residential real estate and immigration matters.

Company: Giambrone Law Name: Shama Tipi, business development manager Email: s.tipi@giambronelaw.com Web Address: www.giambronelaw.com Telephone: +44 20 7183 9482

Lebanon

Our Italian private client division draws upon the expertise of specialist Italian lawyers who combine their knowledge in private client services with a sensitive approach to understanding, and dealing with client difficulties in often traumatic periods of their lives. “Our clients are always pleased with the

Mr Walid Nasser is the founder and managing partner of Nasser and Associates Law Office.

------------------------------------------------------------

Mr Nasser described the current business environment in Lebanon as ‘quite difficult’ and blamed the political and security crisis currently undergoing in the country. He explained that foreign investments are almost at a standstill and local investors are eying opportunities elsewhere.

The company was formed in 1981 and is currently working with both local and international clients.

Mr. Nasser also outlined corruption as another hurdle that various businesses have to deal with.

Nasser & Associates Law Office Company: Nasser & Associates Law Office Name: Walid Nasser Email: walid@nass-law.com Web Address: www.nass-law.com Address: P.O. Box 116-2344, Beirut, Lebanon Telephone: +9611611337 Mobile: +9613555001

“The Lebanese laws regarding company formation have not changed much since the mid-forties.”

Discussing the trends in company formation he said; “The only major change was the introduction of the offshore and holding companies.”

Furthermore Mr Nasser said that company formation in Lebanon is not as difficult as in other countries; “It requires the signature of the company’s articles of incorporation before a Notary Public, the deposit of the capital of the company in a Lebanese bank, and the holding of the first general assembly of shareholders to

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Our legal services for private clients include: l Italian succession l Cross-Border probate l Italian probate l Italian wills and trusts l Italian immigration matters l Family and matrimonial l Personal Injury in Italy l Civil litigation l Employment Law

acknowledge the incorporation and appoint the first board of directors (in the case of the shareholding companies),” he explained.

Walid Nasser also explained that two-thirds of the board of directors in shareholding companies in Lebanon should be Lebanese nationals. This requirement does not apply to the offshore and holding companies.

He continued; “Limited liability companies can be formed by non-Lebanese nationals, except for certain activities such as commercial agency or exclusive distribution agreements, as an example, where the majority of the Lebanese nationals would be required.”

Lastly Mr. Nasser shared his expectations on the business environment in 2014: “I believe that the business environment will continue to suffer because of the political and security instability in Lebanon.”

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

Marshall Islands Majuro Marine, Inc. provides high quality, 24/7 international shipside services for any vessel visiting the port of Majuro.

Established in 2006, the company provides a vast network of services and support to the Marshall Islands’ economy, offering much needed shipping links in this part of Micronesia.

With a highly trained team boasting over 27 years experience in dealing with international shipping companies, is what makes Majuro Marine, Inc. the shipping agent of choice.

“Taking into account our current geographic location in the center of the Pacific, it’s ideal for doing transshipment of containerized cargo from the US to other Pacific Islands,” commented Bori Ysawa, operations manager of Majuro Marine.

Majuro Marine, Inc. is committed to continuous service improvements and conditions for its customers and has extensive experience in catering for container vessels, cruise vessels, super yachts, naval vessels, tankers, fishing vessels (long line/purse seiner), ship channelling and others.

The company has recently established several new ventures to provide integrated transport solutions for customers, and further growth and diversification is planned for the future.

Nigeria Colin Egemonye is a managing partner at Goldsmiths Solicitors.

-------------------------------------------------------------Goldsmiths Solicitors is a modern full service panAfrican law firm based in Lagos, the commercial nerve centre of Nigeria. “Our specialist areas of expertise include oil and gas, projects, infrastructure, banking and finance, IP, aviation, real estate and agriculture. We assist our clients’ throughout their project life-cycle from initial enquiry, through to due diligence and commercial commitment,” Mr Egemonye commented.

“Our founding partners are all dual UK/Nigerian qualified solicitors. This places us at a unique advantage and ensures that our clients benefit from our thorough understanding of the business environment and the challenges they face,” he added.

Mr Egemonye explained that the current Nigerian business environment is constantly changing at a rapid pace stating; ”Nigeria has seen an increase in activities in many sectors and with the downturn in the West and the liberalisation of sectors like telecom and power and the disposal of the marginal oil fields coming on stream, FDI in those and many other sectors are at an all-time high.”

Moreover discussing the current business environment, Mr Ysawa explaines; “The port is busier than it has ever been with daily port visits of foreign fishing vessels, along with container ships calling Majuro every two weeks. Large companies such as Kyowa, Matson, Mariana Express Lines, NYK Lines and Pacific Direct Lines port once a month to every two weeks. This is notable compared to previous years in our industry.”

Discussing the current economic situation on the Marshall Islands, Mr Ysawa said; “The company has recently established several new ventures to provide integrated transport solutions for customers, and further growth and diversification is planned for the future.”

He also explained that the economy relies heavily on the RMI government and US military expenditure and employment but has seen some growth in commercial and small-scale fisheries, mariculture/ aquaculture, agriculture, traditional crafts manufacturing (handicrafts), copra and coconut oil production and tourism.

Moreover Mr Egemonye outlined that there has been a rise in client enquiries relating to company formation in Nigeria over the past year. In addition he explained; “We have seen an increased level of activity by clients in terms of registration of companies with foreign participation. Considering the low level of labour costs and the availability of educated professionals, there is no shortage of human resource to employ in these companies.”

Discussing the efforts required to form a company in Nigeria Mr Egemonye said; “Company formation in Nigeria is straight forward but somewhat bureaucratic. The Corporate Affairs Commission is taxed with registering all businesses, and the Nigerian Investment Promotion Council (NIPC) is also an agency which provides a one stop service for persons wishing to register businesses in Nigeria.“

One of the biggest challenges for business on the Marshall Islands according to Mr Ysawa are the job opportunities. He suggested that solving that problem would help and improve the business environment notably.

“With more jobs available there would be a better chance of higher cargo volume to the island. As shipping agents, we depend on the cargo volume these large vessels bring to our port from other countries,” he concluded.

MAJURO MARINE, INC.

Company: MAJURO MARINE, INC. Name: Bori Ysawa, Operations Manager Email: bysawa@majuromarine.net Telephone: (692) 625-7133 Fax: (692) 625-6253

of agencies, some of which he explained overlap in their functions.

“The solution is simple, It involves streamlining all the agencies and empowering the NIPC to provide a seamless service. This will cut down on bureaucracy and save costs,” he said.

Lastly Mr Egemonye shared that his predictions for 2014 pointing out that the ‘overwhelming interest’ in Nigeria will remain at least for the first three quarters of 2014.

“As elections approach in February 2015, there may be a slowdown of interest as potential investors will be keen to watch the outcome of the elections. Overall however, we predict tremendous growth in the power sector, projects, infrastructure and agriculture,“ he concluded.

He explained that there are no restrictions on foreign ownership of businesses in Nigeria; “A foreign owned company is also free to repatriate all their profits subject of course to paying the necessary taxes.”

The only difference Mr Egemonye pointed out between foreign and local ownership is a company with foreign participation must have a share capital of not less than N10,000,000 about US$61,000.

Mr Egemonye explained that the key challenge for company formation in Nigeria is the multiplicity

Company: Goldsmiths Solicitors Name: Colin C. Egemonye Email: Colin@goldsmithsllp.com Web Address: www.goldsmithsllp.com Address: The Pent House, Plot 8, Block 99, Adewumi Adebimpe Street, by Mobolaji Johnson Estate, Lekki Peninsula, Phase 1, Lagos Nigeria Telephone: +234 1 295 3172, +234 1 844 9214

Acquisition International | February 2014 | 85

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

Ronald W. Angland & Son, Barrister & Solicitors, NZ is a general practice law firm established in 1965 with offices in Christchurch (urban office) and Leeston (rural office), providing legal advice on residential, commercial and rural property transactions, overseas investments in New Zealand (NZ) including joint ventures and investor immigration advice. The firm is registered with the NZ Law Society.

John Angland, senior partner talks about NZs current business environment: “NZ is being called the ‘rock star’ economy of 2014; business conditions and confidence are very positive at present. Economic growth is being driven by many factors, including property related developments in Auckland and Christchurch, in particular the Christchurch earthquake rebuild,

Company: Ronald W. Angland & Son Name: John Angland Email: john@anglands.co.nz Web Address: www.anglands.co.nz Address: 89 High Street, Leeston, Canterbury, New Zealand Telephone: +64 3 3243033 and +64 27 2289915

along with tourism and primary sector exports; dairy, meat and fibre and IT services are also doing well.”

also attractive for international investors who may be considering relocating or establishing a secondary residence.

NZ is a safe haven (bolt hole) with a stable democracy and generally a conservative government. It is a clean green country with majestic mountains and many rivers, a recreational paradise and producer of high quality food, including sea food, with an abundant supply of high quality water. The people are innovative and willing to work hard to achieve their goals, which is very useful for new business start-ups.

When considering overcoming NZs challenges Mr Angland says: “The high NZD affects exporters, however this strength is a reflection of how other countries see NZ in world markets, and that NZ is in a growth phase. Ensuring agricultural exports are clean and pure and biosecurity are all extremely important.

With leading edge electronic banking and telecommunications services, along with internationally competitive bank deposit rates NZ is set to see international deposits rise. The Reserve Bank keeps inflation between 0-3%.

NZ has no capital gains tax, gift duty or death duty. Non-resident withholding tax is only 10%. and investment in R&D is increasing. All of these factors are very attractive for investors.

Residential, commercial and rural property investments, forestry, marine farming and wild seafood and technology start-ups offer the greatest opportunities for investors. Immigration policies are sympathetic to people who have skills and/or are financially sound. The recent relaxing of the requirements for overseas persons to obtain permanent residency in NZ is

86 | Acquisition International | February 2014

“Positive immigration and growth across most sectors is resulting in growing business confidence and falling unemployment and if re-elected this year, a further three years of a national led government will create further opportunities and ongoing stability.”

There is a need for more foreign investment to enable the production of high quality products and services. Mr Angland explains; “We cannot feed the world; we need to add value to our products and seek a premium for them.

“The Chinese are investing heavily in NZ’s primary sector assets. Now is the time for European and UK investors to seriously consider NZ as an option for both asset protection and investment purposes.”

SECTOR SPOTLIGHT: 2014’s Pipeline to Success: Partnering with...

Egypt AM Law Firm has steadily emerged out of the Egyptian market and into the global arena of legal services, thanks to its clear-cut vision and its people’s motivation to outperform their tasks and duties. AM Law Firm is another breathtaking success story of experienced legal advisors. AM Law Firm commits to provide legal services and solutions to meet the most stringent needs of customers through dedication and innovation.

As AM Law Firm looks to the future, it makes use of cutting edge legal and business technologies and methodologies, to ensure it continues to deliver the highest quality legal services to our clients for reasonable fees. AM’s success story is manifested in the growing number of its clients. The Firm has client satisfaction as their main goal, and no better thing can reflect this notion as much as their own slogan ‘Reading between the lines,’ insisting that achieving a clear understanding of the clients’ needs and interpretation of such needs is a major path towards success.

Since Day one, the founders of AM Law Firm set a time frame to achieve a remarkable status in the markets of the Middle East and North Africa.

The mission towards reaching that goal mirrors the founders’ belief in specialization; providing

Ghana Sam Okudzeto & Associates, one of the pioneers in corporate and commercial legal practice in Ghana is made up of partners and associates who constitute the crème de la crème in legal practice in Ghana.

Founded in 1971, the Firm’s Managing Partner, Sam Okudzeto is a stalwart in the Ghanaian and international law arena. The 17 lawyers who currently form the firm have acquired wide international exposure and have therefore increased the firm’s standing on the international scene.

The Firm advises and provides consultancy services in corporate and commercial areas such as mining and mineral law, industrial and labour law, international trade and investment, petroleum oil and gas, intellectual property, patents and trademark, corporate banking, securities, debt recovery, property and real estate transactions, mergers and acquisition, tax advisory services, aviation and maritime law.

The Firm has a highly competent civil and commercial litigation department and an international reputation in Alternative Dispute Resolution.

Highlights of the New Ghana Investment Promotion Centre Act, 2013.

The Ghanaian Parliament in 2013 passed a new Act to govern the promotion of investment in Ghana.

services customized to each of the different fields of the law. Through this mission, AM Law Firm plans to be among the top 10 Law Firms that provide legal services in the region.

difficult part, but we are up to it, and will make it our motivation to become one of the largest and most reliable law firms in the region,” Mr. Abdallah said.

AM Law Firm not only commits to their clients, but also to their role to the society. AM believes in their own responsibility towards society, thus joined the UN Global Compact; the world’s largest corporate responsibility initiative, with over 8,000 business and non-business participants in 135 countries. As per the initiative, AM Law Firm commits to offer services to promote human rights, labor laws, responsibility to the environment and anti-corruption practices, among others. The Firm has incorporated the program’s 10 principles into its own regulations.

Amany Elbagoury, AM’s current Head of Corporate and Contracts Department phrases it another way; “We, at AM Law Firm are sensitive to the needs of our clients, and do our best to explain the legal process in a clear and understandable fashion. We want each client’s legal experience to be as pleasant and as understandable as possible.”

The careful management of the clients’ needs as well as the sense of responsibility towards the society reflect the vision of AM Law Firm’s partners. Ayman Abdallah, AM Managing Partner’s over 15-year experience in legal counseling, along with his energetic thoughts steer – with the help of the partners’ expertise – the firm into attracting more clients by utilizing all the talents in the company and encouraging highly-motivated teamwork; “Our hard-earned success that made us one of the reputable law firms in Egypt in a very short period of time gives us a push forward to keep our position at the peak. We realize that maintaining success is the

The rational for the new legislation was the fact that there had been significant changes in the “economic and investment climate” in Ghana and as well as a “new policy focus” of government.

A noteworthy change made in the Act is the inclusion in the objects of the Centre to create an “enhanced, transparent and responsive environment for investment”. This new inclusion demonstrates the policy shift of government to “attract and retain strategic investors to Ghana”, hence the inclusion of mining and petroleum enterprises which can now take advantage of the benefits of registration under the Centre.

The minimum capital requirements for foreign participation in enterprises which are not reserved for Ghanaians were increased as follows;

Fairly put, the Firm managed to run transactions worth of €25 million for one of the biggest multinational clients in the region by the end of 2013.

Company: AM Law Firm Email: info@amlawfirm-egypt.com Address: 7 Hassan Aflaton St., Ard El Golf, Ayoub buildings, First floor, Apartment No 1, Fifth Floor Apartment No 41, Nasr City, Cairo.

Telephone: +202 22918418 | +202 24153785 +202 24187411

hundred thousand United States Dollars but this has been increased to one million United States Dollars and a further requirement that the enterprise is mandated to engage at least twenty skills Ghanaians.

A change of great relevant to foreign investors is the fact that the new Act provides for appeals against decisions of the centre.

An appeal however must be made within sixty days after being notification of the decision of the Centre. The Board of the Centre then has seven days to set up a three member committee to determine the appeal and a decision has to be given within twenty-one days after the submission of the appeal.

This appeal process gives investors the opportunity to have disputes resolved in a less costly manner as opposed to arbitration in the previous Act.

1. For a joint venture with a Ghanaian, the minimum capital was ten thousand United States Dollars. This has been increased to not less than two hundred and fifty United States Dollars.

There is also the further requirement that the Ghanaian partner must have not less than ten percent equity participation in the enterprise.

2. For a wholly owned foreign company the capital requirement was a minimum of fifty thousand United States dollars which has been increased to five hundred thousand United States dollars.

3. Previously a foreigner could set up a trading enterprise with a minimum capital of three

Company: Sam Okudzeto & Associates Name: Esine Okudzeto Email:esine.okudzeto@senachambers.com Web: www.samokudzetoandassociates.com Address:1st Floor Total House, 25 Liberia Road, Accra. P.O. BOX 5520, Accra-North Telephone: 233-302668114 / 302666377

Acquisition International | February 2014 | 87

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Litigators

Introducing 2014’s Most Regarded Litigators Although the statistics show that Alternative Dispute Resolution is on the rise, there is still a place for the battle-hardened litigator who is ready to argue their client’s case in court. AI introduces 2014’s most regarded litigators and finds out what makes a good litigator and how their marketplace is changing.

Cathleen Kelly Rebar is a managing partner at Stewart Bernstiel Rebar & Smith.

------------------------------------------------------------Stewart Bernstiel Rebar & Smith (SBRS) is a litigation powerhouse, serving the insurance industry and its insureds as legal experts in insurance coverage and defense.

Discussing the advantages the company has over its competitors Ms. Rebar said; “SBRS focuses on providing client goal-oriented results in an effective and efficient manner. By utilising its expert knowledge and understanding, SBRS attorneys provide focused file handling, resulting in shorter claim lives and lower overall expenses.”

She outlined that Stewart Bernstiel Rebar & Smith’s attorneys have achieved success in some of the insurance industry’s most high-profile Steven Kobre is the co-founding partner of the litigation boutique Kobre & Kim LLP. -------------------------------------------------------------The company is a conflict-free international law firm focused exclusively on litigation, arbitration, and investigations. The firm has offices in the U.S., Europe, Asia, and the leading offshore financial jurisdictions.

“We have deep experience handling financial products and services litigation, international judgment enforcement and offshore asset recovery, joint venture and partnership disputes, bankruptcy and debtor-creditor disputes, international arbitrations, and other complex civil litigation” Mr Kobre added.

When asked about the advantages Kobre & Kim has over its competitors Mr Kobre said: “We intentionally do not seek repeat institutional client relationships, avoiding the conflicts of interest that accompany ongoing client relationships and enabling us to pursue aggressive positions on behalf of institutional plaintiffs seeking to recover against major institutions.”

Further, he explained that thirteen of the firm’s senior lawyers formerly served in leadership positions within the D.O.J., S.E.C., and other notable government agencies.

cases. “SBRS attorneys are tireless in their pursuit of achieving its client’s goals” Ms. Rebar added.

Ms. Rebar then touched on the recent trend in globalisation in litigation by strongly stating that SBRS has not been impacted by globalisation trends in litigation.

“Our attorneys ensure from the start of litigation that it is well understood what result the client seeks, guidance regarding likelihood of success is given and litigation plans are set towards a common and understood result. Accordingly, SBRS has a significantly high success rate in achieving the desired outcome in each and every matter it handles,” she concluded.

She explained that the latest trend is showing more and more companies focusing on litigation management and becoming more educated on the means and methods of reducing overall expenses in claims handling.

“This is a core piece of SBRS’ business model,” she added.

“SBRS focuses on providing client-goal oriented results” Ms. Rebar continued explaining some of the main advantages and methods the firm offers to ensure a successful outcome for its clients.

“Many of our client matters are cross-border in nature, involving simultaneous interviews and document collection in multiple countries and languages. Our ability to handle these types of cross-border matters provides us with a differentiating factor in the current market, and allows us to litigate in jurisdictions selected by us to maximize our clients’ objectives” he added.

In addition, Mr Kobre shared that in the past year his company, known for their high-profile engagements brought successful results for their clients. Some of which include, securing a US $30 million award on behalf of US Airways, Inc. against its former broker-dealer Oppenheimer & Co. and persuading the U.S. Court of Appeals for the DC Circuit that the FERC did not have jurisdiction to bring a manipulation case against Brian Hunter, the former head of Energy Trading for US $9 billion hedge fund Amaranth Advisors LLC. When asked about the methods Kobre & Kim uses to achieve such results Mr Kobre concluded: “we prepare each case from the beginning as if it was going to trial by preparing a closing argument at the outset of litigation, leveraging extensive courtroom experience gained through past private and government service. This strategy allows us, even in those cases that are not actually taken through to trial, to negotiate with the other side from the strongest position possible”

Firm: Stewart Bernstiel Rebar & Smith Name: Cathleen Kelly Rebar, managing partner Website: www.sbrslaw.com Address: 470 Norristown Road, Suite 201 Blue Bell, PA 19422 Telephone: 484.344.5340

Mr Kobre said that in the past year the firm has noticed an increasing number of cross-border elements involved in their clients matters. “In an effort to address our clients’ growing need for cross-border service, we have expanded our presence in strategic markets to offer an integrated global legal platform in the U.S., Europe, Asia, and the leading offshore financial jurisdictions” he said.

“The increasingly aggressive approach by US and UK enforcement agencies in investigating and prosecuting white-collar criminal violations worldwide is one of the emerging trends within litigation” Mr Kobre said.

Company: Kobre & Kim LLP Name: Steven G. Kobre Email: steven.kobre@kobrekim.com Web Address: www.kobrekim.com Address: 800 Third Avenue, New York, New York, 10022 Telephone: 212.488.1200

Acquisition International | February 2014 | 89

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Litigators The law firm of Winder & Counsel was formed in 1983, and is composed of experienced and dynamic attorneys representing numerous and varied individual and business clients.

It collaborates with its clients to offer seamless, comprehensive, and cost effective representation.

Its mission is to perform the difficult immediately, with the impossible taking a little longer. In providing real service, it always tries to add something that cannot be bought or measured with money: sincerity and integrity.

The firm has participated in cases resulting in substantial recoveries (two exceeding ten figures and another exceeding nine figures) and involving complex litigation, including: representation of the Utah Department of Environmental Quality in Petroleum Storage Tank litigation against major oil companies, construction deficiencies, failed thrift

Company: Winder & Counsel Name: Donald J. Winder Email: bfaubus@winderfirm.com Web Address: www.winderfirm.com Address: 460 South 400 East, Salt Lake City, UT 84111 Telephone: 801-322-2222

Walker & Peskind, PLLC began with its namesakes and founding partners, Richard Walker and the late EJ Peskind. As lawyers with long, distinguished careers and national experience in large firms, Rick and EJ shared the concern that the ever-growing billing rates of the large firms puts premier legal representation beyond the reach of most individuals and small to medium-sized companies, making the engagement of attorneys who can provide such high calibre representation difficult to justify even for the legal departments of large corporations.

In a large law firm, where billing rates are high to begin with, it is a common expectation that a premier lawyer will increase his or her rate substantially each year, which results in formidable increases in the cost of the same

Company: Walker & Peskind, PLLC Email: info@azlawpartner.com Web Address: www.azlawpartner.com Address: 16100 N. 71st Street, Suite 140, Scottsdale, AZ 85254 Telephone: 480.483.6336.

and loan and title insurance companies, antitrust and trademark claims, and employment law.

The firm has also handled commercial and real estate transactions involving eight figure investments, including; the purchase of an NBA franchise (the Utah Jazz); construction of the Delta Center (now the Energy Solutions Arena); a joint venture for a 20,000 seat amphitheater (USANA Amphitheater); and the purchase and sale of numerous companies (including automobile dealerships, auto rental franchises, and technology companies). In addition to the firm’s commitment to high standards of professional competence and integrity, the firm maintains a strong tradition of service to the public and the Utah State Bar. Donald J. Winder has been listed for more than 10 consecutive years in best lawyers in America, as published by US news & world report (only 1% of all attorneys in Utah have been so honored). Mr. Winder has also been a member of the American board of trial advocates since 1995 and is one of only three attorneys in Utah to be board certified in civil trial advocacy by the National Board of Trial Advocacy. Mr. Winder is a fellow in the Litigation Counsel of America, a trial honorary society limited to less than one-half of one percent of all attorneys. Mr. Winder has been selected for inclusion in top lawyers for commercial litigation as published by the American lawyer/corporate counsel, and has also been selected since 2007 for inclusion in Mountain States super lawyers (covering Utah, Nevada, Idaho, Montana, and

services over a period of even a few years. In addition to shouldering these large increases, clients often arrive at an ‘attorney meeting’ only to find the table staffed with multiple younger partners, associates and paralegals - and their additional billing rates. These and other inefficiencies in the large firms make hiring a premier attorney simply too expensive for many.

Rick and EJ knew there had to be a better way to deliver premier service without putting clients to such exorbitant expense. The answer lay in experience, expertise, and efficiency.

Experienced lawyers with well-developed expertise in their fields of practice are able to arrive more efficiently at clear assessments of the legal issues confronting their clients and devise insightful strategies for effectively dealing with those issues. When such quality service can be delivered from the context of a law firm built on a lean business model that never ceases to strive for greater operating efficiencies, clients receive the high caliber legal services they want and deserve, but at considerably lower costs than they otherwise would be required to pay for a comparable service.

Walker & Peskind puts experience, expertise, and efficiency together to form a new model of the premier law firm. Engage any of its partners and you put decades of experience

90 | Acquisition International | February 2014

Wyoming), and was selected as one of the top 100 Mountain States super lawyers for 2012 and 2013 (an honor presented to less than one-half of one percent of Mountain States lawyers).

For over 20 years, Winder & Counsel has maintained the highest peer review rating given

by Martindale-Hubbell (“AV”). Winder & Counsel has also been approved by best’s directory of recommended insurance attorneys, is a member of the international network of boutique law firms, is a member of the international society of Primerus Law Firms, and is listed in the Bar Register of Preeminent Lawyers.

Whatever your legal needs may be, Winder & Counsel is uniquely qualified to work with you and assist you to achieve the best possible outcomes.

Call us today at (801) 322-2222.

and knowledge on your side; your attorney is AV® Preeminent™ rated (highest legal abilities and ethical standards) and has acknowledged expertise in his preeminent practice areas. At minimum, a Walker & Peskind attorney has excellent credentials and has been practicing law with a high degree of success for at least seven years, and its current partners have an aggregate of over 100 years experience in the practice of law. Its emphasis on people with experience and well-honed expertise also extends to its paralegals, all of whom are required to have at least a college degree and five years of quality experience before they can be considered for a position.

Practice: areas of expertise • Complex civil litigation • Class actions and RICO • Corporate & Commercial Law • Commercial Transactions • Executive Employment Agreements • Business Planning & Exit Strategies • Labor & Employment Law • Collective Bargaining and Labor Arbitration • Real Estate and Commercial Transactions • Real Estate Development Services • Real Estate and Commercial Litigation

SECTOR SPOTLIGHT: Introducing 2014’s Most Regarded Litigators

Economical California Litigation: Not Always An Oxymoron California justifiably boasts one of the world’s best judicial systems, both state and federal. The judiciary is excellent, the lawyers skilled, the system fair, and the bias remarkably scarce against parties from elsewhere in the country and the world. Parties often wish any litigation to be venued in California, and write contracts with venue clauses so requiring. But whether required by such clauses or not, many parties find themselves involved in California litigation.

Unfortunately, in cases where ‘only’ several million dollars or less is at issue, the cost of such litigation can often be extremely high. Clients often find themselves paying litigation costs that exceed recoveries, a less than ideal tableau for both plaintiffs and defendants.

This suboptimal situation is not the result, as a suspicious observer might posit, of a conspiracy of greedy lawyers and heedless judges. Rather, in spite of the widespread good faith of almost all of the system’s participants, structural, competitive and institutional factors work to keep costs high in a number of situations.

But a party who faces litigation in California need not despair. By understanding the factors that drive costs, the litigation client can carefully choose litigators and litigation strategies designed to maximize their cost/benefit ratios. We have had the good fortune to litigate in California for over 40 years, in a variety of institutional settings, under a variety of economic incentives. Additionally, we have served for 30 of

those years as either an expert or litigator assessing the reasonableness of attorneys fees in a wide variety of contexts, and here offer what we hope will be helpful insights.

Factors driving high litigation costs Large firms are usually forced by perverse competitive pressures to charge high rates. These firms will be assigned large ‘bet-the-company’ litigation only if they attract top talent. But talented, ‘rain-making’ partners and other skilled lawyers will only be attracted to a firm with high profits. High profits, in turn, usually means high rates, which clients will readily pay in highstakes litigation but struggle to pay in lower-stakes cases.

The solution We have found at O’Connor and Associates that the client is best served in moderate-exposure cases by selecting professionals based upon their suitability to the particular needs of the client’s case. We work with a number of individual lawyers matching their expertise with the issue at hand. We interact with our client to select tasks and strategies designed to optimize results while minimizing costs. It is our philosophy to keep our rates reasonable and ensure a fair likelihood of economic success.

We find that litigating in California need not be prohibitively expensive, and can yield excellent results for a client resourceful enough to wisely select counsel.

The structure of most large firms is pyramidal, meaning 50% or more of the lawyers will be younger, less experienced associates. These junior lawyers will often be assigned tasks which would have been more efficiently handled by more senior lawyers.

Additionally, in large cases, a lawyer is rarely criticized for chasing leads down every blind alley. Therefore, tasks are often performed to the great expense of the client, but with little promise of improving the client’s financial result.

In short, in a moderate-exposure case, the litigation client pays for ‘benefits’ of a large firm that it neither wants nor needs.

Company: O’Connor and Associates Name: John D. O’Connor Web: www.joclaw.com Address: 201 Mission Street, Suite 710 San Francisco, CA 94105 Telephone: 415.693.9960 x6251

Venable LLP - A Litigation Department with a Winning Record Litigation at Venable In today’s competitive marketplace, corporate management teams require skilled legal representation to help them realize their goals. Venable litigators assist clients in implementing the most appropriate and cost-effective form of dispute settlement— whether through court procedures or various forms of alternative dispute resolution. We work effectively with clients and in-house counsel towards appropriate case management strategies and we access Venable’s rich breadth of firm experience to handle complex matters across the broad spectrum of legal disciplines.

commercial, FCPA, intellectual property, investigations and white collar, labor and employment, products liability, tax and transactional. Our clients range from Fortune 100 companies to start-ups and individual litigants in the US and worldwide.

Our attorneys aggressively pursue and promote our regional, national and international clients’ interests, regularly trying cases through state and federal trial court systems and the regulatory agencies. We litigate in virtually every area of trial practice and across a wide range of issues. With more than 200 trial lawyers/litigators, we are large enough to handle any type of problem.

Venable successfully represented a major international defense contractor in litigation with a communications satellite services provider for breach of contract and negligence in connection with a failed satellite launch.

Many of our attorneys acquired and sharpened their trial skills in the most demanding of environments— as assistant US attorneys and as prosecutors for regulatory agencies. We know the courts and the regulatory agencies and how they function. We know how to operate successfully in the context of government inquiries and investigations.

Venable’s litigation team is highly ranked in the following areas of litigation: appellate, white collar,

Recent wins by the Venable litigation team Venable helped its client, Takeda Pharmaceuticals US, Inc., defeat product liability claims related to its diabetes medication Actos. After a four-week jury trial a circuit court judge entered judgment in favor of Takeda, marking Takeda’s second win defending Actos.

What to expect when you work with Venable litigators • Insight that quickly cuts to the heart of the matter—from a team with proven business and legal skills • Creative and practical problem-solving, aggressive litigation tactics and trial strategies that are always focused on the best outcome for you, the client • Straight talk that helps you navigate through the complex legal and regulatory process • Unrelenting pressure on the opposition, and on the court or agency, to resolve the case in your favor and in a timely manner • Efficient case management that delivers viable business solutions • Realistic, client oriented budget monitoring.

Venable successfully argued that an ex parte seizure order was necessary where counterfeiters sold hundreds of cartons of counterfeit ZIG-ZAG® products to undercover agents and were likely to move, conceal, or destroy evidence of their counterfeiting activities.

Venable defeated plaintiffs’ class certification motion in a TCPA ‘cramming’ litigation in San Francisco alleging that defendants sent unsolicited text messages to 1.5 million consumers in violation of the Telephone Consumer Protection Act, and enrolled consumers in subscription plans without their consent in a practice referred to as ‘cramming.’

Firm: Venable LLP Website: www.venable.com Address: 575 7th Street, NW, Washington, DC 20004 Tel: 202 344 4000 Fax: 202 344-8300

Acquisition International | February 2014 | 91

SECTOR SPOTLIGHT: FATCA: Are you prepared?

FATCA: Are you prepared?

With implementation just around the corner, most individuals and entities that are involved in making or receiving payments that fall within the scope of the Foreign Account Tax Compliance Act (FATCA) - would have hoped to now be making their final preparations. As it stands though, FATCA, layered with complexity and demanding in compliance seems to have many reaching for the panic button.

AlBassam & AlNemer CPAs & Consultants is a cohesive worldwide association of independent member firms providing audit, accounting, tax and business advisory services across the globe. We work together with you to ensure you achieve your objectives. Our clients include publicly listed companies, privately owned businesses, not-for-profit and public organisations. We tailor our services to suit your culture. We share your aspirations and we

AlBassam & AlNemer CPAs & Consultants Company: AlBassam & AlNemer CPAs & Consultants Name: Ibrahim AlBassam Email: ibrahim.albassam@sa-uhy.com Web Address: www.albassamcpa.com

deliver customised, timely advice to help you make the right business decisions.

services in new locations where our clients most need us to represent them.

In all major international business centres throughout the globe, our member firms offer specialist sector and country knowledge of the same high quality professional standards.

As always, our clients inspire us the most; we’re gratified to work with clients who have remained focussed throughout the less fortunate times and are keen to grow their businesses, whether they’re looking for growth within their own sector expertise and national boundaries, or through diversification into new business lines and international markets.

We are working with clients to embrace International Financial Reporting Standards (IFRS), as many of our clients now have interests in at least one country outside their home base – and many have broader international operations.

With re-energised confidence and a determination to succeed, UHY is poised and ready for more growth. We are ambitious: each of our member firms is engaging with our network’s future growth plans, to provide more exceptional quality services and expertise comprehensively at a local level; and at a global level we continue to enhance our quality of

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Of course, growth comes with risk; business wouldn’t be exciting otherwise. But the key way, we find to mitigate risk and increase chances of success is by surrounding yourself with key individuals and advisers you can trust locally and in other international locations: people who will come to know your business strategies, accurately, anticipate your thinking and bring you solutions that drive success.

SECTOR SPOTLIGHT: FATCA: Are you prepared?

Udo Udoma & Belo-Osagie is one of the largest continuing commercial law partnerships in Nigeria.

-------------------------------------------------------------The company covers a wide area of practices including private equity; energy, electric power and natural resources; banking, finance and capital markets; corporate restructuring (including mergers and acquisitions); project finance; foreign direct investments; telecommunications; taxation; labour and employment.

Jumoke Lambo continued: “Together with our litigation, alternative dispute resolution and company secretarial departments, we are able to provide pro-active and cost effective legal services throughout Nigeria and, to clients outside Nigeria.”

Supported by two of Udo Udoma & Belo-Osagie’s associates; Joseph Eimunjeze and Godson Ogheneochuko, Mr Jumoke Lambo, a partner, spoke about the growth of their company in recent years.

“We have been described in international rankings as one of Nigeria’s ‘Magic Triangle’ law firms – a description underscored by one of the highest ratios of internationally recognised partners per firm in the Nigerian legal market” they said.

MENA City Lawyers (MCL) is an innovative Pan-Arab Law Firm having developed the first professional law firm in the Middle East and North Africa region. Employing both locally and internationally educated and qualified lawyers, MCL has an incredibly diverse team which offers specialised knowledge, skills and world-class experience. MCL covers various practice areas including Civil Law, Corporate and Commercial Law, Recovery and Insolvency, Competition and Regulation, Licensing and Franchising, Criminal Law, Labour law, Banking and Financial Law, Public Law, Energy and PPP, Intellectual Property, Tax Law and Real estate and Construction.

Importantly, MCL distinguishes itself from its competition in terms of the tax services it provides by having a tax department headed by a specialised tax lawyer and professor of tax law at St. Joseph University, the Lebanese University, Holy Spirit University of Kaslik and Sagesse University in Lebanon, Dr. AmalCatherine Abdelnour. Additionally, MCL has a working relationship with TaxGroup Partners, a highly reputable United States ‘tax only’ firm that meets the U.S. tax needs of sophisticated international clientele in an efficient and reliable manner.

FATCA, the law recently enacted in the U.S., will have an impact on all U.S. passport holders working or banking in Lebanon as they must

“Together with our litigation, alternative dispute resolution and company secretarial departments, we are able to provide pro-active and cost effective legal services throughout Nigeria and, to clients outside Nigeria” Mr Lambo added.

Talking about the advantages Udo Udoma & Belo-Osagie has over its competitors, Mr Lambo commented “We offer practical tax advisory, structuring and planning services to our local and foreign clients in order to identify tax risks, exposure and liability in both local and crossborder transactions within the confines of the Nigerian law”.

Mr Lambo then explained that FATCA requires both foreign and local financial institutions that “receive or make payment of any U.S. source income to disclose information to the United States’ Internal Revenue Service (“IRS”) about U.S. persons from which the income was received and/or payment made.”

“Nigerian FFIs and NFFIs are affected by this requirement. The implementation of FATCA will require banks, insurance companies and many financial institutions to register with the IRS” he said.

Furthermore on the topic of how FATCA affect individuals, firms and foreign business in Nigeria Jumoke Lambo : “The approach to FATCA is ad hoc and compliance with its provisions is now have their accounts open to scrutiny by the U.S. Internal Revenue Service (IRS). This includes Lebanese-Americans holding dual passports. Indeed, FATCA proves problematic for Lebanese citizens and holders of the U.S. passport as the majority of them have their business wealth and personal wealth mixed together. Therefore, it creates confusion as to what they should declare to the IRS and how far back this applies. Meanwhile, U.S. citizens living and working in Lebanon are avoiding depositing funds in Lebanese banks and being more cautious in conducting business in Lebanon. In fact, Lebanese banks are now reluctant to open accounts for U.S. citizens to avoid any issues related to the said law. Yet, companies are not able to use FATCA to their advantage in Lebanon since no double taxation treaty exists between Lebanon and the U.S. and Lebanese taxes are significantly lesser than U.S. taxes.

Due to the current political and economic situation in Lebanon, financial authorities are not showing interest in FATCA. Yet, banks are struggling between a rigid and absolute bank secrecy and pressure from the Lebanese Central Bank and the relevant U.S. authorities to disclose all information on Lebanese-American clients holding dual passports. Meanwhile, few law firms are keen on studying the said law in depth as few Lebanese lawyers are interested in international taxation matters. Moreover, U.S.

currently limited to foreign institutions that have local offices in Nigeria and who are required to comply with FATCA”.

That will require many banks, insurance companies and many financial institutions to register with the IRS Mr Lambo added. He later noted that one of the main drawbacks is that FATCA may “force some entities that are not desirous of registering with the IRS, to refuse to provide financial services to US citizens.”

“It may also be necessary to obtain the consent of existing customers to ensure that the disclosure of any confidential information is not invalid – especially as the Nigerian entities are regulated by Nigerian law” he concluded.

Company: Udo Udoma & Belo-Osagie Names: Jumoke Lambo (Partner), Joseph Eimunjeze and Godson Ogheneochuko (both Associates) Email: jumoke.lambo@uubo.org; joseph.eimunjeze@uubo.org and godson.ogheneochuko@uubo.org Web Address: www.uubo@uubo.org Address: St Nicholas House (10th & 13th floors), Catholic Mission Street, Lagos, Nigeria.

Telephone: +234 1 4622307-10

passport holders are seeking advice from their U.S. tax advisors.

Looking into the future, if FATCA proves advantageous to the U.S., it is likely that it will expand into the real estate and corporate sectors. If not, it is likely that its application will cease as it complicates Lebanese-Americans’ lives without granting them any benefits in return. In fact, the postponement of FATCA’s implementation from 2013 to 2014 proves the difficulties encountered in its application.

Law Firm: MENA City Lawyers Name: Mr. Fady Jamaleddine, Chairman and Founding Partner of MENA City Lawyers E-mail: fady.jamaleddine@mcl-lb.com Web Address: www.menacitylawyers.com Address: Tilal Building, Block A7, Ashrafieh Street, P.O. Box: 135113, Beirut, Lebanon.

Telephone: +961 1 207222 Fax: +961 1 203191

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SECTOR SPOTLIGHT: 2013 Q4 Year-End Review

2013 Q4 Year-End Review

Lukáš Ševčík is the managing partner of Kinstellar’s Prague office and co-head of the firm’s corporate/M&A practice, specialising in the area of mergers and acquisitions and corporate finance. He is a German-qualified lawyer and a registered European attorney with the Czech bar, with 20 years’ experience in advising international clients on their investments and divestitures in emerging Europe.

Before coming to Prague in the mid-nineties, Mr Ševčík gained experience in Frankfurt, Munich and Toronto, advising international clients on more than 200 M&A transactions. These include; privatisations, private equity transactions, joint ventures, reorganisations and cross-border M&A transactions, covering a broad spectrum of industry sectors and deal sizes, as well as large scale privatisations, PE transactions and private acquisitions. He has significant experience in

Company: Kinstellar Name: Lukas Sevcik Email: lukas.sevcik@kinstellar.com Web Address: www.kinstellar.com Address: Na Prikope 19, Prague 1, Czech Republic Telephone: +420 211 622 111

acquisition financing, on straight bank debt and capital markets.

M&A activity in the Czech Republic in 2013 was relatively high, especially when looking at transaction values. There were the acquisition of Net4Gas gas distribution network from RWE

by Allianz and Borealis Infrastructure funds, approximately €1.5bn and the acquisition of 69% in Telefonica O2 Czech Republic from Telefonica by PPF Group for more than €2bn.

Both are exceptional transactions for the small Czech market and the transaction volume/ number of deals was higher than in the previous years, but far from pre-crisis levels.

Mr Ševčík explains: “Transaction activity shows a positive trend, in line with expectations.

The Czech economy slowed down in Q4 but the transactional activity did not copy this development. In my view this is because the transactional activity is lagging behind the economic trend by roughly one to two quarters, so I expect the slowdown in transactions to become visible during 2014, unless there is an overriding positive stimulus based on the positive development of major global economies, especially Germany, the EU and US.” There has been no significant change in the ease of doing business and completing deals, and going forward there will be uncertainty created

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by major new legislation impacting on M&A transactions. Mr Ševčík explains: “The fact that there has been increased transactional activity in 2013 might also be due to the fact that the market was trying to complete transactions under the legal regime which was still applicable until end of the year.”

The major legislative changes which came into effect on 1st January 2014 are the new civil code and the companies act, and are the most radical change of private and corporate law since 1990.

“Basically all businesses had to or, are in the process of making amendments to their contract documentation, T&Cs, articles of association etc.

Because of the new legislation there is significant uncertainty with the interpretation of some regulations,” Mr Ševčík explains.

Most activity was seen in the energy, healthcare, machinery/industry and telecommunications sectors. Mr Ševčík said: “No major change was seen throughout the year and the market is too small to show quarterly trends in sectors, and one transaction can fully distort the picture.”

Mr Ševčík hopes that despite the cooling down of the Czech economy the M&A trend will remain stable due to improving trends of major global economies. Although it will be difficult, to replicate the mega-transactions (deal value €1bn+) of 2013 in 2014.

SECTOR SPOTLIGHT: 2013 Q4 Year-End Review Newport Wealth Management was founded by managing director Katie Kalvoda and serves as the investment office for a select group of ultra-high net worth families in the US. It invests on behalf and alongside significant families of wealth in alternative investments such as hedge funds, private equity and commercial real estate.

Ms Kalvoda reflects on 2013 stating: “It was a year rich in opportunity for the well-connected, sophisticated investor. Off-market deal flow spanned across sectors and asset classes but sponsors were very selective.

Deal opportunities were presented to strategic investors, who could themselves be a catalyst for enhancing value. Secondary opportunities were also available at attractive but not significant discounts if you had dry powder and could act fast.”

The current attitude for the US investor is optimistic for development projects in the US, particularly in the 24-hour gateway cities and for distressed opportunities in Europe. Ms Kalvoda believes the amount of risk taking is currently out of line with risk premiums explaining that it will continue to get worse in 2014, given the amount of capital available in the market.

Speaking about growth Ms Kalvoda explains: “Commercial real estate values have returned to 2007 peak levels in some markets and trending upwards in most. US banks and other lenders are signalling continued interest in property deals, which will only fuel demand in 2014 and continue to push values to higher levels.”

Regarding the ease of doing business and completing deals Ms Kalvoda believes there have been improvements as well as difficulties stating: “On

markets such as Florida witnessing spectacular demand from local and global investors. Also in the Californian property market, specifically, Chinese investors are on an unprecedented shopping spree.”

straight-forward deals, doing business has been a breeze, however on more complicated deals; it has been challenging to negotiate reasonable terms because it’s been a remarkable seller’s market.

“In the US multifamily assets have been the most sought after property type; however this will certainly change in 2014 as more interest has been pivoting to the industrial sector. The Dodd-Frank act has also had a tremendous influence on families of wealth in the US, because if you are structured as a family office, you are now severely limited on how you conduct business with other private investors. Every wealthy family must take stock of how it may or may not be in violation of the Dodd-Frank act.

“Additionally the sunbelt region and both coasts of the US have benefitted from pent up demand, with some

Company: Clarendon Lawyers Name: Tony Symons, managing director Email: tony.symons@clarendonlawyers.com.au Web address: www.clarendonlawyers.com.au Address: Level 17, Rialto North Tower, 525 Collins Street, Melbourne, Victoria, 3000, Australia Telephone: +61 3 8681 4400

Company: Julius & Creasy Name: Mr Jayanta Mootatamby Swaminathan juliusc@lankacom.net / jandc@juliusandcreasy.com Web Address: www.juliusandcreasy.com Address: Head Office, No 41, Janadhipathi Mawatha, (Queen Street), P.O.Box 154, Colombo 01 Telephone: +94 11 2422601-5 / +94 11 2421056 Fax: +94 11 2446663 / +94 11 2435451

Clarendon Lawyers, a leading Australian boutique corporate law firm specialising in M&A, experienced strong and consistent deal activity throughout 2013, advising on a number of significant international transactions. A recent highlight involved assisting AEA Investors LP on the Australian aspects of its €640m acquisition of the municipal, industrial and wastewater treatment operations and assets of Siemens Water Technologies.

Julius and Creasy is one of the oldest civil law firms in Sri Lanka, founded in 1879. It has established itself on rich tradition and the highest professional principles with a wealth of expertise and experience in a wide range of specialised fields of law. It offers innovative legal and business solutions to a diverse, sophisticated and high-profile clientele.

We have a very positive outlook in respect of Australian M&A activity following Q4 2013, given the increased level of enquiries for transaction support both domestically and internationally, from US and European clients considering acquisitions in Australia. With record low domestic interest rates, stronger equity markets and greater business confidence following federal elections in September 2013, we anticipate improved deal flow and completion prospects in 2014.

A strong reputation for excellence in legal services and professional staff has allowed us to build a vast international client base including multinational companies, financial institutions, public and private sector companies and traditional private clientele.

Our litigation practice and has been involved in leading litigation and arbitration cases in Sri Lanka in both commercial and civil law. We provide clients, both local and international with comprehensive dispute resolution expertise including litigation, arbitration and negotiated settlements.

Newport Wealth Management Company: Newport Wealth Management Name: Katie Kalvoda Email: info@newportwealth.com Address: 220 Newport Center Drive Ste 11-173 Newport Beach, CA 92660, USA

Company: Baker & McKenzie Name: Joachim Frick Email: Joachim.Frick@bakermckenzie.com Web Address: www.bakermckenzie.com Address: Holbeinstrasse 30, Zurich 8034 Switzerland Telephone: +41 44 384 14 14 Fax: +41 44 384 12 84 Joachim Frick advises Swiss and international clients on all aspects of corporate, commercial and insurance law. He also represents them in M&A transactions and related arbitration and litigation proceedings. Dr. Frick frequently acts as party counsel in arbitration proceedings — with special emphasis on post M&A disputes — and has served as an arbitrator in Swiss and international arbitrations. In addition Mr. Frick frequently advises corporate and individual clients with respect to insurance and aviation law. He heads the Firm’s Insurance Practice Group in Zurich, and is a member of the Europe Insurance Practice Group Steering Committee. In addition to his practice, he has published several articles for Swiss and international publications and has served as professor of law at Zurich University. He was awarded a Howard M. Holtzman Fellowship in International Arbitration

by Yale Law School, and is a member of various arbitration associations.

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SECTOR SPOTLIGHT: Bahrain: Striving for Further Growth in 2014

Bahrain: Striving for Further Growth in 2014 Bahrain’s economy is undoubtedly performing well and currently presents numerous reasons as to why it has become such a strong candidate as a potential country for foreign investment. The current success of Bahrain’s economy makes it an ideal location for foreign investment, with investors from Saudi Arabia agreeing to pump $100million for establishment of an insulin factory set to be starting commercial operations in mid-2015. With the professional and industrial services sector recently having numerous investors from Europe and North America, it is clear to see how Bahrain is growing at the rate of which it is.

Dr Ajay Kumar Singh / Shutterstock.com

Mr. Jassim Abdulaal is the Managing Partner of Grant Thornton in Bahrain.

-------------------------------------------------------------The company is a member firm of Grant Thornton International, one of the world’s leading professional firms, providing assurance, tax and specialist business advice to privately held businesses and public interest entities.

“Our core proposition centers on developing strong partnerships between our clients and

Grant Thornton Abdulaal. Our local thinking and global approach makes the core differentiator amongst our competitors” Mr Abdulaal says.

Describing the current business environment in Bahrain, Mr Abdulaal said: “Bahrain’s economy has prospered over the past decades. Our real gross domestic product (GDP) has grown gradually in the past couple of years, stimulated by resurgent oil prices, a thriving financial sector and a regional economic boom”.

Further he continued “[Bahrain] has always been one of the most welcoming countries when it comes to the ease of doing business due to its policies and procedures.”

Company: Grant Thornton Abdulaal Name: Jassim Abdulaal Web: www.gtbahrain.com

Moreover he commented that due to the recovery phase in local and global aspect, most sectors in Bahrain recorded positive growth. “I feel great opportunities lie in the financial sector, professional and industrial services” he added.

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Talking about the key pull factors for foreign investors within the country, Mr Abdulaal said: “Factors still remain the economic boom in the region and the favourable business conditions, providing the most low cost, liberal, transparent environment for businesses and communities with availability of skilled resources. A gradual shift from an oil economy to an economy of business services will also play an important role.”

Mr. Abdulaal predicted that the financial, services, tourism and real estate sectors would play a major role in maintaining the growth in Bahrain.

He then outlined political issues within the country as some of the main challeges Bahrain faces in preserving the positive growth.

“Political challenges can be met with dialogue based resolution. A further enhancement the economic policies will also be a key to meeting the challenges faced” he concluded.

SECTOR SPOTLIGHT: Leading Adviser: UAE: Continuing to Attract Foreign Investment | Romania: On the Rise to Economic Recovery

Arab Loss Adjusters International LLC was founded in 1981 by an insurance professional to bridge the gap between the market needs for loss adjusters who understand the business environment of the region and the International dimension of the industry.

ALA was established by a passionate, dedicated and ambitious insurance professional Walid H. Jishi- Group Chairman and Managing Director of ALA, who through hard work and sheer perseverance has steered the firm from a single office to 9 branches across the Middle East, with over 40 multi-disciplinary adjusting professionals contributing to the prosperity and development of ALA. Over 30 years of diligent efforts and dedication, ALA has become among the leaders in the region, providing claims handling services. Employing a team of qualified professionals in the field of Insurance, Finance, Engineering and Law, that have sustained a longstanding presence of unprecedented performance throughout the Middle East. Over the years, our firms philosophy developed a family oriented environment through its responsiveness to its people.

ALA utilizes and supports the needs of our clients

Romania is the second largest country in central Europe, as well as an emerging market offering all the legal and political guarantees of EU membership and a stable macro-economic environment. Its GDP grew by 3.5% in 2013, and most macro-economic indicators have been healthy, seeing consistent progress since the introduction of harsh austerity measures in 2010.

Unemployment was 5.5% as of December 2013 and annual inflation stood at 1.5%; a record low.

The country is particularly interesting for strategic investors that value the size of the market, and the growth opportunities associated with the EU convergence processes, the dynamic, well-educated and relatively inexpensive work force, the geographic position at the eastern gate of the EU, the natural resources available for agriculture, mining and energy businesses as well as relatively low taxation.

EU funds available for 2014-2020 have increased to €27.5bn, and absorption is expected to improve significantly. Government investment in infrastructure, which has often been neglected in the past, is also set to pick up considerably. The business sentiment is moderately optimistic, with most companies counting on growth and planning to invest.

across the board with its strategically located branch offices and associate offices in major business centers around the world.

continuously improve responsiveness to clients, sustain our technical excellence and a conscious response to change” Mr Walid Jishi commented.

Commenting on the Property and Liability practice Mr Jishi said: “Endowed with 30 years of specialisation in the segment, ALA is now renowned globally for its dynamic and independent system. After relentless efforts and dedication, the firm has grown to become among the market leaders across the Middle East region. Bringing together decades of experience, our growing team of esteemed multi-disciplinary individuals has allowed us to handle claims of all sizes and nature from the likes of petrochemical plants, manufacturing facilities, large scale shopping complexes, infrastructure projects and the likes. Our discipline entails us to deal with all claims, from major and complex losses to domestic claims with equal integrity, fairness and diligence.”

He concluded added “we aspire to be a leading service provider in the area of Property and Liability Claims Adjusting, Risk Management and Asset Valuation across the region. We aim to deliver our services to cater to the needs of the regional & global Insurance Industry, with a high level of professionalism and integrity.”

The company also specialises marine, risk management, asset valuation and appraisal and other.

“Our practice is aligned towards increasing knowledge, contribution and satisfactory performance. We strive to motivate our team, monitor our cost effectiveness,

While the rule of law is solid and the legislation is fairly modern and well entrenched in EU principles, investing in Romania poses various complexities, from the property regime, which is still affected by the consequences of the communist confiscations, to the regulatory environment, which can be burdensome.

When doing business in Romania, it is essential that your advisors have a solid understanding of the needs and expectations of foreign investors and deep knowledge of the local legal, business and administrative environment.

Reff & Associates is the legal practice of Deloitte Romania and is organized as a separate law firm led by two Deloitte equity partners; Alexandru Reff and Andrei Burz-Pinzaru, but fully integrated within the multidisciplinary structure of Deloitte in Romania. We thus, have an ability rather unique among lawyers to assist on complex engagements where mere legal knowledge is not sufficient.

We take a business advisor approach to the practice of law, focusing on delivering pragmatic and commercial recommendations, in a timely and user-friendly manner. Reff & Associates combines excellent connectivity to the global Deloitte network with its

Company: Arab Loss Adjusters Names: Walid Jishi Email: Walidjishi@aladubai.ae Web Address: www.arablossadjusters.com Address: P.O. BOX 1970 - Dubai Salaah El Dein Street, Deira – Caterpillar Bldg Telephone: +9714 2626629 Fax:+9714 2661608

abundant intellectual capital resources and solid entrenchment in the Romanian environment.

Author: Alexandru Reff, Partner at Reff & Associates, a member of Deloitte Legal, Romania

Reff & Associates SCA Company: Reff & Associates SCA Address: 4-8 Nicolae Titulescu Road, East Entrance, 2nd Floor, Sector 1, 011141, Bucharest, Romania Contact: Alexandru Reff Email: areff@deloittece.com Telephone: +40 (21) 207 52 48 Contact: Andrei Burz-Pinzaru Email: aburzpinzaru@deloittece.com Telephone: +40 (21) 207 52 05

Acquisition International | February 2014 | 97

SECTOR SPOTLIGHT: Investment from around the world

India: Dave and Girish and Co. Advocates Founded in the year 1978 by the late Mohanlal Dave, Dave & Girsih & Co. (DGC), is a law firm practicing in the areas of international finance and corporate law with offices in Bangalore, Mumbai and Delhi. Having celebrated our silver jubilee Dave & Girish & Co., is a relatively midsized law firm. The firm has historically pioneered many innovative transactions.

Our team of advocates includes lawyers and excellent team leaders each specializing in diversified practice areas. The combination of seniority supported with able junior assistants, makes up our superior team of lawyers. We value our clients foremost and this is what we call; the D & G advantage.

Success of the client is foremost at DGC; assisting our clients, in their business development and business transformation, achieving the success for our clients, looking for, and mitigating the risks that our clients face is our fundamental purpose. DGC believes that the best practice is also the most cost-effective.

Congo: Etude Kabinda - Avocats DRC Study Kabinda/DRC Lawyers is a law firm established in the Democratic Republic of Congo Cabinet (DRC).

It was created in 2007 and is led by Dr. Alex Kabinda Ngoy. The firm is composed of a multidisciplinary team of lawyers and legal professionals, whose areas of expertise are turned to matters affecting mining, hydrocarbons, business life in general and the legal support of companies. Members and staff are eager to meet the diverse needs of its customers.

Partner Mr G M Dave joined late Mohanlal Dave as a partner in 1980, having varied and extensive experience on financial, banking and project finance, security documentation, both domestic and offshore. He is advisor to most of the foreign banks in India, including the international finance corporation and large corporate houses and financial institutions, and a director in a number of reputed companies. Mr Dave has also been a speaker at various domestic and international conferences and is a member of; The Bombay Bar Association, The Bar Council of Maharashtra and Goa and The International Bar Association.

Ms Mona Bhide joined DGC in 1985, becoming a partner in 1992 and a member of; Bar Council of Maharashtra and Goa, Law Society, London and the International Bar Association. Presently in charge of international corporate law and structured finance, Ms Bhide has advised on joint ventures, mergers and acquisitions, securities law both domestic and offshore issues, project finance, technology transfer, corporate restructuring, securitisation, derivatives, and intricate financial structures for Banks and Corporates. She has been rated as ‘highly recommended lawyer’ by global counsel 3000 for projects, restructuring and insolvency, company & corporate transactions and project finance.

We have developed an expertise that allows us to face the ever increasing complexity of problems and the need to find appropriate legal solutions, an overall understanding of the case, the necessary responsiveness and listening for building always a personalized relationship with our customers.

Company: Dave and Girish and Co. Advocates Email: mona@davegirish.com Web: www.davegirish.com

The guaranteed expertise of our firm is accompanied by the knowledge management of Congolese law as a whole. This knowledge is rooted in the teams desire to be the authors of the only complete legal collection, which includes all laws and regulations in force in the DRC since 2006, and some of its members since 2001.

The team provides the preparation and continuous updating of the Larcier codes of the Democratic Republic of Congo published by Éditions Deboeck and Larcier.

The meeting of cultures, the inevitable opening the country to foreign capital and investment, the return of confidence and credit in commercial relations imply, on the part of the legal profession, extra professionalism and a serious commitment to innovation .

Evolving in the context of a country that has, in a short time, had major reforms in terms of regulation and the economy, our lawyers have the major advantage of living within these developments. Several tasks are assigned to our study, many in the field of commercial law, business law and corporate law, as part of their necessary development in harmony with the law OHADA. Our firm advises and supports currently more than 20 companies operating in the mining and hydrocarbons sectors.

We are a team of young business lawyers with a continuing desire to provide a quality service and a genuine relay to international business law. With total synergy teams and the special complicity of its members, our firm has developed the qualities that have become its strengths; comprehensive understanding of the issues, listening to our customers, personalized and special study of each situation with the solutions proposed tailored to each case.

With a team of dedicated and professional staff and assistants of exceptional quality, our work has the advantage of a quality service from all angles.

Company: Etude Kabinda Email: alex.kabinda@etudekabinda.com avocats@etudekabinda.com Web: www.etudekabinda.com Telephone: + 243 (0) 844 70 3331

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SECTOR SPOTLIGHT: Investment from around the world

USA: Ladas & Parry Ladas & Parry LLP is a law firm primarily engaged in the practice of intellectual property (IP) law. Their practice is broad-ranging, from all aspects of patent, trademark, and copyright law, to advice on entertainment law, domain names, security interests in intellectual property, licensing, franchising and related aspects of commercial law and other legal areas dealing with technology.

With their offices in Europe and their European-qualified attorneys and practitioners in the United States they have an unmatched understanding of the international IP scene.

The firm that became Ladas & Parry LLP was established in New York in 1912 by Lawrence Langner to assist U.S. firms in their international patent and trademark activities. Since then, they have grown to become one of the major U.S. law firms involved in securing and enforcing intellectual property and related rights in the United States and throughout the world.

With over 50 attorneys and intellectual property professionals in five offices (New York, Chicago, Los Angeles, London and Munich), they are frequently engaged to handle substantial legal projects while providing expertise in many highly specialized areas. At the same time, their moderate size fosters personalised service and close attorney-client relationships.

Whether the firm provides a full range of services relating to intellectual property or gives advice in a specific situation, Ladas & Parry LLP brings to its clients the advantages of years of experience and broad-ranging expertise. Their offer: a comprehensive knowledge of intellectual property laws and practice in the United States and abroad; an international perspective that gives us a particular insight into intellectual property law as it is now evolving worldwide and allows us to coordinate U.S. and foreign activities; the resources to track the rapid and complex changes occurring in many areas of intellectual property practice; advice in connection with the commercialization of intellectual property rights; and a dedication to client service that has kept us in the forefront of our profession for over ninety years.

Company: Ladas & Parry Web: www.ladas.com Address: 1040 Avenue of the Americas New York, NY 10018 Tel 212.708.1800 Mexico: Santamarina y Steta, S.C. Established in 1947, Santamarina y Steta is recognized as one of the largest and most prominent law firms in Mexico. The personnel at our three offices, located in the country’s leading industrial and financial centers; Mexico City, Monterrey and Tijuana, work closely together to accommodate our clients’ needs.

What makes the firm different is the how we understand and know the client, the industry, culture and aims. Our experience and innovative solutions extend to the areas of practice and the frontiers of your businesses, interests and challenges.

The relationship with our clients and services offered are both identified by fundamental premises of knowledge and experience, commitment, cost-efficiency, close collaboration and added value. We go out of our way to provide constructive counsel that is efficient in time and cost; always adapting to the circumstances and your needs.

The firm is currently constituted by 23 partners who practice in different legal areas, supported by more than 70 attorneys fully devoted to the practice of law. All attorneys have a law degree from Mexican universities and are licensed to practice law throughout the country. A number of them have done postgraduate work in the US and Europe, having participated in exchange programs with foreign law firms.

The firm also maintains more than 30 law students working part time in basic legal matters, always under the supervision of a partner or a senior associate, as well as other support staff available for allocation as required in each assignment.

In a more globalized world without frontiers, Santamarina y Steta helps our clients to pave their way inside and out of the country. Through an efficient network of international contacts the firm participates in all kinds of transactions, enabling us to get to know the work style and philosophy of investors and professionals from all over the world. Variety in everyday life lets us interact with equally different attorneys and legal systems, in all kinds of matters.

Participation in the global economy has led us to develop strong alliances with independent firms in more than 60 countries. These alliances are distinguished by the high quality standards of their members, all equally ‘full service’; all leaders in their country are genuine experts in the local business community, authorities, laws and practices.

Company: Santamarina y Steta, S.C. Email: arodriguez@s-s.mx Web: www.s-s.mx

Our goal is to serve our clients’ needs as they grow. Given the diversity of our clients’ activities and the pace of Mexico’s commercial development over the years, our lawyers have developed expertise in practically all areas of legal practice in Mexico in addition the general corporate practice. Santamarina y Steta represents a diverse group of individuals, businesses, governmental and non-profit organizations having both domestic and international interests. Among our clients are several Fortune 500 US companies. Almost half of our corporate clients are Mexican corporations, whether wholly owned by Mexican or foreign investors, or of mixed ownership.

Acquisition International | February 2014 | 99

SECTOR SPOTLIGHT: Global Expertise Directory

Global Expertise Directory Aon Hewitt Afschrift Law Firm is more than just an association of tax lawyers. All the members of the firm share the same vision of our profession and support the same commitment to advise and defend taxpayers, be they individuals or businesses. Created in 1994 by Thierry Afschrift, the firm brings together lawyers with extensive knowledge in every field of tax law in the widest sense of the term.

All our lawyers share the same values; they fully understand the importance of adopting a global vision in every situation, in response to queries from our clients on the management of their professional businesses or their private assets.

They also know that the success of their interventions depends upon speed, efficiency and confidentiality.

Aware of the increasing internationalism of our clients’ private and professional activities and of the complex nature of their taxation matters, we have opened offices in Brussels, Antwerp, Madrid, Geneva, Luxembourg, Tel Aviv and Hong Kong. Clients’ who would like face-to-face meetings with our lawyers, may make appointments in any of these offices. Versatility is at the core of the firm, stemming from the demands of two key factors of our philosophy getting to know our clients personally and providing the advice they need.

Company: Afschrift Law Firm Name: Thierry Afschrift Address: 8, rue Mil neuf cents L-2157 Luxembourg Web: www.afschrift.com Email: avocats@afschrift.lu Telephone: +352 26 84 54 16 Fax: +352 26 84 54 17

Curtis, Mallet-Prevost, Colt & Mosle LLP, founded in 1830, is one of the first US law firms to develop a truly international practice. With 15 offices in the US, Latin America, Europe, the Middle East and Central Asia, we are located in the key business centers in which our clients need us most.

Dedicated to counselling clients involved with some of the most challenging transnational transactions and complex multijurisdictional disputes, Curtis represents multinational companies, international financial institutions, governments and state-owned entities, family and other privately held businesses, entrepreneurs, and high-net-worth individuals.

Company: Curtis Mallet-Prevost Name: Lawrence Goodman Address: 101 Park Avenue, New York, New York 10178-0061.

Web: www.curtis.com Email: lgoodman@curtis.com Telephone: 00 121 2696 6099

Aon is the UK’s largest insurance broker (Insurance Times, August 2013) and provider of risk management services, number one reinsurance broker and number four in the UK’s human capital consulting market. With 6,000 employees in 23 offices across the country, Aon combines an in-depth knowledge of the UK market with global reach and perspective. Aon’s structure cuts across boundaries and unites specialists from around the world in our global client network.

Aon plc is the leading global provider of risk management services, insurance and reinsurance brokerage and human capital consulting. The products and services we deliver are built around our clients’ unique needs and provided by professionals with extensive expertise in both their industries and local markets.

At Aon, we know that globalisation demands two capabilities: gather the best thinking from around the world and then deliver solutions locally. With worldwide distribution, a vast base of intellectual capital and leading technology, we’ve built a company to achieve these goals. Our global resources, technical expertise and industry knowledge are delivered locally through 65,000 professionals working in more than 500 offices in more than 120 countries.

Company: Aon Hewitt Name: Katherine White Address: 8 Devonshire Square, London, EC2M 4PL, UK Web: www.aom.com Email: katherine.white@aonhewitt.com Telephone: 0207 623 5500

Corporate & Chancery provides a complete range of corporate and fiduciary services, many of which are not available in other offshore jurisdictions. We provide a full and extensive management and administration service including contract preparation, negotiation and advice, arrangement of local and international banking facilities along with supporting legal and accounting advice.

Corporate & Chancery provide full compliance services including maintenance of statutory records, provision of a registered office and agent as well as the completion of all statutory requirements, including the conduct of company meetings and filing requirements.

Mauritius is building a worldwide reputation for expertise in the following fields of commercial activity in which Corporate & Chancery provides advice and assistance: • Captive insurance • Offshore banking • Ship Registration • International Freeport • Offshore Investment Fund Management • Aircraft leasing Company: Corporate & Chancery Group Name: Jonathan Shaw Email: Jonathan.Shaw@chancerygroup.net Web Address: www.chancerygroup.net Address: Corporate & Chancery Chambers, Head Office – Mauritius, 2nd Floor, Barkly Wharf, Le Caudan Waterfront, Port Louis, Mauritius Telephone: +230 210 3187 Fax: +230 210 1109

In a constantly changing environment, it is essential to make the right decisions today to support and sustain your business in the long term. EY professionals bring you all their experiences on key issues you face with teams dedicated to your industry. We help you move forward with confidence in uncertain times, offering its specialist teams in audit, consultancy, transactions, taxation and legal all over the world to help you meet the challenges of your organization. We assist you in identifying growth opportunities improving performance for you to realize your potential. Discover our views on your challenges today and tomorrow.

Henley Trust is a highly respected provider of trust and corporate services for multi-jurisdictional tax planning, asset protection and tax-efficient (exit) structures for private clients, entrepreneurs and family owned businesses.

Company: Ernst & Young, France Name: Julien Artero Address: Tour First, Place Seasons 1, TSA 14444, 92037 Paris La Défense Cedex, France Web: www.ey.com/FR/fr/Home Email: julien.artero@fr.ey.com Telephone: 0033 1 46 93 40 77

By designing and implementing effective and creative solutions, Henley Trust attracts clients who are accustomed to Expect Success.

100 | Acquisition International | February 2014

The firm is an international trust boutique with offices in key locations worldwide, including Switzerland, the Netherlands, Cyprus, Malta, Luxembourg, Liechtenstein, Czech Republic, Estonia, the Caribbean, and the United Kingdom.

The partners and senior staff of Henley Trust consist of highly experienced tax advisors, lawyers and accountants with a broad knowledge of international tax planning, asset protection structures and the fiduciary services industry.

Henley Trust is closely connected with Henley & Partners, the world’s leading specialists in international residence and citizenship planning.

Company: Henley Trust (Switzerland) AG Name: Cees Jan Quirijns Address: Poststrasse 6, 6300 Zug Web: www.henleytrust.com Email: ceesjan.quirijns@henleytrust.com Telephone: +41 41 729 6363 Fax: +41 41 729 63 64

SECTOR SPOTLIGHT: Global Expertise Directory

Sikiwe Attorneys

Law Offices of Kwame Agati Law Offices of Kwame Agati was founded in 2000 by Kwame Agati and is a principal provider of specialised legal services to meet the needs of the corporate, financial and ICT sectors and individuals in Ghana. The firm provides a premier quality legal service with utmost integrity and responsiveness, working to the following standards: Confidentiality and privacy: We offer all our clients the highest level of confidentiality, privacy and discretion in dealing with their corporate or personal matters.

Value: We offer our clients expeditious and cost-effective value for money services.

Quality and excellence: We offer our clients consistent high quality professional services and are committed to achieving excellence in all that we do and exceeding clients’ expectations.

Integrity: We act at all times with honesty, integrity within legislative and regulatory requirements and decline to act if a possibility of conflict of interest arises.

Company: Law Offices of Kwame Agati Name: Kwame Agati Address: PO Box CT 4757, Cantonments, Accra, Ghana Email: kwameagati@lawyer.com or info@kwameagati.com Web: www.kwameagati.com Telephone: 00 233 289101900 Cell: 233-244-239 831

SAP Advocates was established in 2004 with a high appreciation of each lawyer member’s accomplishments and professionalism resulting in the commitment to provide high quality corporate and commercial legal services as well as dispute settlement legal services. We have worked on various legal matters for clients with international and local business interests.

• Attorneys • Notaries • Conveyancers

Our values and approach include: • providing each client with the best, most honest, secure and cost effective solutions, having regard to the characteristics of particular matters under consideration • obtaining the optimal result in cooperation with the client through a careful analysis of all relevant issues and after identifying the correct solution with the client • assigning qualified lawyers and, if necessary, external advisors to solve tasks entrusted to us • maintaining awareness of the importance of the client’s needs, requirements and demands at all times.

Company: SAP Advocates Name: Arsul Sani Email: arsul@saplf.com Web Address: www.sapadvocates.com Address: Grand Slipi Tower 9th Floor, Suite H&I, Jl. Letjen. S. Parman Kav. 22-24, Jakarta 12920, Indonesia Telephone: +62-21-29021870 Fax: +62-21-29021871

Company: Sikiwe Attorneys Name: Mr Zama Sikiwe Email: online1289708@telkomsa.net or sikiwe@telkomsa.net or zsikiwe@telkomsa.net Address: Harmony Court, 14 Market St, North End, Port Elizabeth, Eastern Cape, South Africa Telephone: 0027 414 841 663 Fax: 0027 414 842 451

Victoria Accounting Services Zimbabwe: an Economic Boom on the Horizon Name: Mr Aran Takwana Company: Victoria Accounting Services Address: 53 Hoffmeyer, Masvingo Town Masvingo, Zimbabwe Telephone: 00263 (39) 266216 Email: atakwana@gmail.com

New Mutual Insurance Brokers Limited Timofeev, Vahrenwald & Partners (TV&P) is a full-service Moscow law firm. Our attorneys are admitted to practice law in the Russian Federation, and speak Russian, English, French, German, Norwegian, Swedish, Danish and Italian.

We believe in an old school concept of legal service: treating each client’s legal issues, whether business or personal, as central to that client’s wellbeing and requiring the full attention of a partner. Our attorneys exercise the highest level of judgment, discretion and integrity in resolving client matters, regardless of the issue.

Our legal representation is founded upon solid experience in our areas of practice with our lawyers providing affordable, quality legal services and personal attention.

We are able negotiators and business advisors, but when necessary, we fight zealously and aggressively on our clients’ behalf.

Company: Timofeev, Vahrenwald & Partners Name: Ivan Bunik Email: i.bunik@tbplaw.com Web Address: www.tbplaw.com Address: Vereyskaya Plaza II - 17, Vereyskaya str., Moscow, 121357, Russia E-mail: contact@tbplaw.com Telephone: +7 495 943 3000; 943 6044; 940 7797 Fax: +7 495 943 1740

UHY Sandoval Aliaga y Asociados S.C. de R.L. is based in Peru and is a member of Urbach Hacker Young International Limited, forming part of the international UHY. Established in 1986 and based in London, UK, UHY is a network of legally independent accounting and consulting firms with offices in over 270 major business centres in 86 countries.

UHY international provides ongoing cross border assistance for its clients. With a presence in every major financial centre around the world, we can introduce you to commercially focused audit, accounting and tax professionals who can provide ongoing advisory services to your new overseas operation.

Services and teams are tailored to suit the culture of each client which range from publicly listed corporations to not-for-profit organisations.

Company: (UHY Peru) Name: Carlos Sandoval Aliaga Email: c.sandoval@uhyperu.net Web Address: www.uhyenperu.com Address: Calle Cura Muñecas 181 San Isidro.

Telephone: 00 51 1 4429085

Zambia: Land Of Vast Opportunities Company: New Mutual Insurance Brokers Limited Address: 4th Floor, Woodgate House, Suite 406-408, Lusaka, Zambia Telephone: 00260 211 236086 Email: newmutualinsbrokers@gmail.com

Associacao dos Advogados Timor Leste Partnering with Timor-Leste – 2014’s Pipeline to Success Name: Mr Jose Pedro Camoes Company: Associacao dos Advogados Timor Leste Address: Rua Bairro dos brilhos, casa n 5, Nulara Dili, Timor-Leste Telephone: 00670 7250012 Email: pedro.josecamoes@gmail.com

Acquisition International | February 2014 | 101

DEAL DIARY: M&A from around the world

Deal Diary

CONSUMER

104

BETFRED

104

CHOPPIES

104

DR EHRENSTORFER

105

KEW GREEN HOTELS

105 PICANOVA 105 TRIXTER

ENERGY & RESOURCES

106

HURRICANE ENERGY IPO

106

NORILSK NICKEL

106

REDSHIFT CAPITAL LLC

HEALTHCARE

107

ARGOS SODITIC ARRIVES AT CISBIO

107

ORTHORECON

107

SWEDFUND AND ABRAAJ GROUP’S HEALTHY INVESTMENT

108

TOTAL THERAPEUTIC MANAGEMENT

108

U DENTISTRY MBO

108

WESTPOINT VETERINARY GROUP LTD

Once again, we feature a range of transactions in various sectors. In the consumer sector we witnessed the successful refinancing of UK betting chain Betfred Group for £200m and LGC acquiring Dr Ehrenstorfer, the world’s leading producer of pesticide and other organic reference materials.

In addition, Standard Chartered Private Equity (Mauritius) III Limited take a 13% stake in the largest retailer Botswana; Choppies Enterprises.

INDUSTRIAL

110

HIG TO ACQUIRE WERU

110

LEASEDRIVE GROUP

110

RIDDHI ENTERPRISES

Healthcare sees leading global provider of clinical, commercial, and marketing solutions; Indegene announce its acquisition of Atlanta based Total Therapeutic Management, Inc. in a bid to expand its healthcare division, service portfolio and market presence. Support Services has seen plenty of activity this month with Emerald Expositions, Inc. and George Little Management, LLC announcing that Emerald completed the acquisition of GLM from Providence Equity Partners.

SUPPORT SERVICES

112 DEDALUS 112

GEORGE LITTLE MANAGEMENT LLC

112

ICEOTOPE

113

KEM ONE SAS

Support services also sees environmental IT cooling specialist, Iceotope announcing its completion of Series A funding led by Aster Capital, alongside Ombu Group. Mr Alain de Krassny acquired Kem One through a joint partnership with OpenGate Capital after being put into administration by the commercial court in 2013. The partnership also secured an option to acquire operations known as Kem One Innovative Vinyls.

113

MESAN KILIT A.S.

113

METEOGROUP

114

NEW ERA FOR METER PROVIDA

114

NVM EXITS FROM ALARIC SYSTEMS

114

R&M ENGINEERING

In the TMT sector ProSiebenSat.1 Group has sold its Eastern European TV and radio stations to the Greek Antenna Group, South East Europe’s leading media and entertainment group. We also see Frontier Communications Corporation has entered into a definitive agreement with AT&T, Inc. to acquire AT&T’s wireline business and state-wide fiber network that provides services to residential, commercial and wholesale customers in Connecticut.

The deal will also see Frontier acquiring AT&T’s U-verse video and satellite TV customers in Connecticut.

115

RM2 INTERNATIONAL S.A.

115

TDX GROUP

115

WOMEN MANAGEMENT’S PARIS

116

AT&T NETWORK

Have you done a deal recently? If so, we want to hear from you – head to our website www.acquisition-intl.com and submit the details.

116

BSS ACQUIRES AND GROUP AND THE SATCOM GLOBAL GROUP

116

PROBIENSAT.1

102 | Acquisition International | February 2014

TMT

DEAL DIARY: M&A from around the world

Acquisition International’s round up of recent M&A activity in the Consumer and retail sector with data from Zephyr, published by Bureau van Dijk The second half of 2013 saw the aggregate value of consumer and retail sector deals marginally increase on the opening six months of the year, according to data from Zephyr, the M&A database published by Bureau van Dijk. In total there were 1,317 deals worth an aggregate US $57,871 million in H2 2013.

It is still too early to say how the first half of 2014 will ultimately shape up, but there has already been a decent level of investment in the consumer and retail sector this year. Although 2014 is only a month old there have already been 207 transactions worth a combined US $7,349 million. Nevertheless, there is still some way to go if results are to surpass those of H2 2013 and achieve a third consecutive period of value growth. Indeed, H2 2013’s showing was the highest since the first half of 2012.

The most commonly targeted region in the consumer and retail sector in January was Western Europe with 80 transactions. This was followed by Eastern Europe with 46 and the Far East and Central Asia with 37. It was a slightly different story by value, although Western Europe again led the field with investment of US $4,408 million. However, second place was taken by South and Central America, which was targeted in deals worth US $1,078 million, while North America placed third with US $974 million. In spite of placing second and third, respectively, by volume, Eastern Europe and the Far East and Central Asia came in fifth and fourth, respectively, by value.

To sum up, 2014 is well and truly off and running for the consumer and retail sector, with more than 200 transactions recorded in January alone. This follows a positive result in the second half of 2013, when increases were recorded in terms of both volume and value. Nevertheless, it is still too hard to say whether the year’s strong start will be sustained over the coming 11 months.

NUMBER AND AGGREGATE VALUE (MIL USD) OF CONSUMER AND RETAIL DEALS GLOBALLY: 2006 - 2014 YTD (AS AT 31 JANUARY 2014) Deal half yearly value (Announced date) 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 H2 2012 H1 2013 H2 2013 H1 2014TD

Number of deals 1,382 1,321 1,281 1,170 1,140 1,027 1,184 1,198 1,111 981 1,080 1,162 1,262 1,214 1,155 1,317 207

Aggregate deal value (mil USD) 81,114 68,486 117,553 75,160 49,429 28,662 17,711 42,865 31,571 40,573 39,848 42,514 63,979 46,758 57,859 57,871 7,349

Acquisition International | February 2014 | 103

DEAL DIARY: Consumer Deals BETFRED

CHOPPIES

CONSUMER

Betting chain Betfred Group has refinanced £200m of loans with its bankers: Barclays, Santander UK and Yorkshire Bank. The deal attracted M&G Investments as a new member of the banking syndicate. Completing a successful two and a half years since the £265m acquisition of the former state-owned bookmaking business The Tote, the group said it has already repaid its acquisition facilities.

Standard Chartered said its private equity arm; Standard Chartered Private Equity (Mauritius) III Limited has taken a 13% stake in Choppies Enterprises. Choppies, the largest retailer in diamond-producing Botswana, operates more than 100 supermarkets and has operations in South Africa and Zimbabwe.

The successful refinance has been as a direct result of the performance of the Betfred brand since the acquisition and the integration of the Tote business, along with renewed lending appetite in the region’s banking market.

This is the latest private equity deal to target African consumers; although London-listed Standard Chartered did not disclose the acquisition price Choppies has a market value of $456m, according to Thomson Reuters data, which would make the stake worth nearly $60m.

Betfred was advised by Dean Street Advisers and Deloitte with legal advice from Addleshaw Goddard and Blue Sky Law. The syndicate banks were advised

by DLA Piper.

Stephen Gaunt

Legal advisor Stephen Gaunt, owner of Blue Sky Law Limited led the team representing Betfred with whom they have a long-standing relationship. Mr Gaunt explained the main challenges facing the deal were the various and demanding timescales and volume of documentation.

Betfred chairman Fred Done said; “I am delighted to have secured this arrangement with Barclays, Santander UK, Yorkshire Bank and particularly pleased to have M&G Investments as a new partner.”

Finance director Barry Nightingale said; “The commitment and pricing offered by the syndicate highlights a refreshingly strong appetite for corporate loans from the region’s banks buoyed by new lenders to the market.”

The first set of results has seen group growth revenues increase by 19% to £8bn from £6.7bn the year before. Breaking even last year, the group made a pre-tax profit of £23m.

BETFRED GROUP £200M REFINANCING

DRV Corporate Finance

Choppies’ CEO Ram Ottapathu said; “We are pleased to have SCPE as an investor in our company. Standard Chartered Bank has been a good financial partner to Choppies through the years. As we continue our profitable growth across Southern Africa, this major equity investment will further strengthen that productive relationship, bringing additional bandwidth to our Board, and better value to our stakeholders.”

Rizwan Desai at Collins Newman & Co acted as lead legal advisor on the deal, the largest IPO listing to date on the Botswana Stock Exchange. Mr Desai is widely regarded as first-tier and one of the leading corporate and transactional lawyers in Botswana who specialises in the firm’s practice relating to high end corporate and structured finance transactions.

STANDARD CHARTERED

TAKES STAKE IN CHOPPIES DRV Corporate Finance

DR EHRENSTORFER LGC acquired Dr Ehrenstorfer, the world’s leading producer of pesticide and other organic reference materials who offer an extensive range of over 8,000 products, including a number of specialised materials, to the residue analysis and environmental testing market.

The acquisition gives LGC an unparalleled breadth of ISO Guide 34 accredited reference materials production facilities, with four sites across the US, UK and Germany. LGC has a long history in reference materials, as a producer within the UK National Measurement Institute and also as a distributor for many of the world’s National Measurement Institutes, pharmacopoeias and globally-recognised private producers.

RSK Environment Ltd represented LGC Group in providing environmental due diligence with a team led by director Sarah Mogford and colleague, Barbara Schäfers. “This was the first time we have worked Sarah Mogford with LGC Group. They were keen to establish a view with respect to any potential environmental liabilities associated with their proposed acquisition. We were able to respond within a short timeframe, delivering the required environmental site assessment using a combined German and UK team,” Ms Mogford said.

LGC’s CEO Tim Robinson said; “The reference standards market has seen strong growth in all the industries in which LGC operates. With the acquisition of Dr Ehrenstorfer, we are able to offer our customers access to an extensive range of pesticide and environmental reference materials alongside our own certified reference materials and those of other world-leading suppliers. We also look forward to working with Dr Ehrenstorfer’s wellestablished network of distributors around the world.”

DR EHRENSTORFER

DRV Corporate Finance

Legal Adviser to the Vendor Legal Adviser to the Vendor

Environmental Due Diligence Provider

Legal Adviser to the Equity Provider

Legal Adviser to the Vendor

Debt Providers

Legal Adviser to the Purchaser

Financial Adviser to the Purchaser

Legal Advisers to the Debt Providers

Financial Due Diligence Provider & Tax Adviser Risk & Insurance Due Diligence Provider

Financial Due Diligence Provider | Tax Adviser

104 | Acquisition International | February 2014

Financial Due Diligence Provider & Tax Adviser

DEAL DIARY:

KEW GREEN HOTELS

PICANOVA

TRIXTER

Kew Green Hotels has acquired four Holiday Inn hotels from Stardon Capital Investments for an undisclosed sum. The four hotels, all branded Holiday Inn are located in Brighton, Norwich, Leeds and East Kilbride and will undergo a comprehensive refurbishment programme by Kew Green’s in-house capital projects team.

French innovation investor Ventech SA with a focus on early growth opportunities in Europe’s digital economy provides further equity to fuel Picanova`s international expansion.

Pulse Fitness acquired Trixter with the aim of becoming the leading innovator of technologically advanced fitness equipment. The two brands worked together on Pulse’s new Android-based console technology platform.

Kew Green Hotels CEO Paul Johnson commented; “We are delighted to have acquired these hotels and look forward to seeing them develop as we refurbish them. This acquisition is part of our strategy to expand our UK portfolio to in excess of 60 hotels through a mix of single asset and portfolio acquisitions.”

Kew Green Hotels now operate 31 hotels across the UK under six major brands; Holiday Inn, Holiday Inn Express, Crowne Plaza, Days Hotel, Ramada and Courtyard by Marriott. They also operate The Richmond Hill Hotel, a four star property in South West London.

Grant Thornton UK LLP’s director Kerry McKeown acted as lead tax advisor on the transaction. Kerry heads the tax practice in Grant Thornton’s Southampton office. As a chartered tax adviser with over 15 years’ experience including acquisition structuring, due diligence, exit plans and disposals he provided complex tax advice throughout the transaction. He led both the tax diligence and the tax structuring on the acquisition and was able to identify tax-saving opportunities fitting the business strategy.

Picanova GmbH, headquartered in Cologne, Germany with offices and production facilities in US, China and Baltics specializes in the manufacturing of a broad range of fully customized wall decor products such as canvas and aluminium prints, photo wallpapers as well as photo merchandising products like photobooks. To date the company was only financed

by Cologne based investor DuMont Venture who joined the founders at the very beginning.

Already serving customers in more than 170 countries, Picanova is poised to further grow their international reach while extending the offered range of high quality tailored home decoration and photo fun products.

Picanova started in 2006 as a single product company exclusively addressing the German market.

Since then the company has rapidly evolved into an international market leader offering a comprehensive range of products. Despite its fast business expansion, Picanova reached profitability very early on.

Representing DuMont Ventures were Rödl & Partner; the pair have a long and intensive relationship.

The Rödl team was led by partner and head of venture capital Gerhard Wacker (corporate M&A), Gerhard Wacker and Christina Klinger, associate partner (corporate M&A).

Mr Wacker explained the business benefits to DuMont in this deal are the sale of shares to Ventech; therefore, a significant part of its shares were realized in a secondary transaction.

Gerhard.wacker@roedl.de

KEW GREEN HOTELS

DRV Corporate Finance

PICANOVA

DRV Corporate Finance

Tax Adviser

Chris Johnson, MD, Pulse Fitness said; “Trixter is renowned within the industry for its forward thinking with regards to technology, and we look forward to working with the team to bring our products to the forefront of interactive innovation.

We are already working on some really exciting products due for release in the next three to six months.”

Pulse Fitness has acquired Trixter’s intellectual property and commercial fitness manufacturing and distribution rights, with Trixter retaining the rights to its IP for retail products. Trixter will continue to operate independently under the Trixter brand within the Pulse group structure.

Trixter CEO Mick Rice will be joining the senior executive team at Pulse as director of operations, focussing on product development and innovation.

He said; “This partnership will enable Trixter to tap into the strong international distribution network that Pulse Fitness has established over the years.”

Dentons UKMEA LLPs Andrew Harris was legal adviser to Trixter throughout the transaction. Mr Harris is head of, and partner in the Milton Keynes corporate and commercial department having particular experience in transactional M&A, private equity, and funding work involving predominantly private companies, with some public.

Mr Harris said; “I’ve known and worked with Michael Rice at Trixter for about 15 years and have watched him build the brand and innovate the technology that goes into its products. Pulse provides a fantastic platform from which to continue the journey and I wish them all the best.”

TRIXTER

DRV Corporate Finance Legal Adviser to the Vendor

Legal Adviser to the Shareholder

Legal Adviser to the Management Team & Legal Adviser to the Equity Provider Other Advisers Financial Adviser to the Vendor

Financial Due Diligence Provider & Commercial Due Diligence Provider

Financial Adviser to the Vendor

Acquisition International | February 2014 | 105

CONSUMER

Consumer Deals

DEAL DIARY: Energy & Resources Deals HURRICANE ENERGY IPO Hurricane Energy plc (Hurricane), the UK oil company focused on hydrocarbon resources in fractured basement reservoirs, is pleased to announce its intention to seek admission to the AIM market of the London Stock Exchange plc.

ENERGY & RESOURCES

Through an IPO of its ordinary shares the company will place 41,860,465 new shares at a price of 43 pence per share, raising £18m before expenses.

Expecting to have its shares admitted to trading on 4 February 2014, a further 106,733,642 shares will be issued on admission in respect of the pre-IPO convertible loan notes and a warrant issued to raise £31.4m in March 2013 that convert to equity at IPO. Hurricane’s nominated adviser and broker is Cenkos Securities plc led by Joe Nally, head of natural resources and Derrick Lee, corporate finance.

Joe Nally

Derrick Lee

Mr Nally explained; “Hurricane’s investment case was very well received by investors; despite this, it was a challenging market in which to raise capital for a company in the oil and gas sector seeking admission to AIM. Nevertheless, Cenkos worked closely with Hurricane to successfully raise £49.4m through a pre-IPO fund raise and IPO fund raise.

“The company’s admission to AIM has enabled the fund raising to complete and provides Hurricane with a broader investor base and greater potential access to capital in the future. The IPO and fund raising will enable Hurricane to continue development of its assets, commencing in April 2014 when it is scheduled to drill a production well on Lancaster.”

HURRICANE ENERGY IPO

DRV Corporate Finance

NORILSK NICKEL

REDSHIFT CAPITAL, LLC

Norilsk Nickel Australia Pty Ltd, a subsidiary of OJSC Norilsk Nickel, has entered into a definitive agreement to sell its North Eastern Goldfields Operations in Western Australia to Saracen Metals Pty Ltd, a wholly owned subsidiary of the Saracen Mineral Holdings Limited, a company listed on the Australian Securities Exchange.

Redshift Capital, LLC, a Chicago-based investment group, announced the creation of new solar power conglomerate, TEVA Alternative Energy, LLC, then immediately acquired 100% of TEVA Energy, LLC and Superior Solar Systems, LLC (Superior).

The North Eastern Goldfields Operations in Western Australia include the open pit Thunderbox gold mine and processing facility, which are part of Norilsk Nickel’s Australian operations earmarked for disposal by Norilsk as it continues to implement its new strategy announced in October 2013.

Consideration payable by Saracen to Norilsk Nickel will include upfront and deferred cash components and a royalty upon the commencement of production, with a total aggregate value of up to A$40m.

In addition, Saracen will assume all environmental rehabilitation obligations related to the assets.

The sale is subject to regulatory approvals and satisfaction of other customary closing conditions and is expected to close in the first half of 2014.

For more than 15 years Intralinks ® has been serving the M&A community with the industry’s leading virtual data room, Intralinks Dealspace TM. Today, Intralinks continues our history of innovation to give deal professionals the tools they need to help them manage the full M&A lifecycle – to get more deals done, faster. With a track record of enabling high-stakes transactions and business collaborations valued at more than $19 trillion, Intralinks is a trusted provider of easy-to-use, enterprise strength, cloud-based collaboration solutions. For more information, visit www.intralinks.com NORILSK NICKEL SELLS GOLDFIELDS TO

DRV CorporateSARACEN Finance

Roger Hruby, CEO of Redshift Capital said; “The two companies dovetail perfectly together. Having common ownership of both companies with complementing resources provides vast opportunities for growth.”

Fuelled by the prospect of grid parity and rising market demand for financially-viable solar-energy solutions, strategic acquisitions in this sector are on the rise again.

Remo Eyal, CEO of TEVA Alternative Energy said; “With over 20,000 installations under its belt, the Superior team has the brick and mortar resources needed for scalability, and it doesn’t hurt that the team is made up of genuinely good people.”

In recent years, TEVA has broken several solar records including an installation of the largest solar system at a meat processing facility in California (Cargill Fresno), and the Florida installation of the largest polymer system in North America.

“It’s an honor to work with the experienced and insightful team at Redshift Capital and Redshift Energy,” said Mr Eyal, “with their support and Superiors infrastructure, the future is exceptionally bright.”

Superior Solar received financial advice from ForestView Advisory Group, Inc. led by principal Ted Moody. ForestView provides financial advisory and valuation services to middle market companies and their stakeholders.

Mr. Moody said; “The fit between TEVA Energy and Superior Solar along with the expertise of Redshift Capital should be a great benefit to all parties. We were delighted to assist in finding the right financial and deal structure to put these strong teams together.”

Ted Moody

www.forestviewag.com tmoody@forestviewag.com

REDSHIFT CAPITAL, LLC

DRV Corporate Finance

Virtual Data Room Provider Nominated Adviser and Broker Adviser

Legal Adviser to the Vendor Solicitors to Company Tax Adviser

Vendor Due Diligence Provider

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106 | Acquisition International | February 2014

DEAL DIARY: Healthcare Deals

The funds managed by Argos Soditic have acquired, together with the management, Cisbio Bioassays. This cutting-edge biotechnology company is the leader in the field of products and services for human in vitro diagnostics and pharmaceutical research.

Through this management buy-out (MBO) Cisbio Bioassays becomes independent, with its spin-off departure from the Belgian group IBA. The acquisition represents a major step forward in the history of Cisbio Bioassays. The company’s 25 years of experience have given it a recognized position as a major player in the world of diagnostics and biotechnologies.

The arrival of Argos Soditic opens up prospects for strategic growth, and will enable the company to strengthen its market positions. Confident in Cisbio Bioassays’ assets, Argos Soditic is accompanying the management team in implementing its strategic plan, focused on innovation, the launching of new products and international development.

“Cisbio Bioassays is an innovative company, recognized for the quality of its services and products.

It has the advantage of a remarkable international exposure, with over 85% of its turnover coming from outside France. The outstanding qualities of the management team, as well as the excellent company culture throughout Cisbio, have been crucial points in this takeover and in the implementation of a spin-off operation which proved to be particularly complex,” declared Gilles Lorang, a partner in Argos Soditic.

The complexity of the deal required specialist advisors in a range of fields beyond the normal requirements of legal, tax and financial advisers.

These included IT and systems advice from Vinci It Partners and IP advice from Cabinet Regimbeau.

ARGOS SODITIC ARRIVES AT CISBIO

DRV Corporate Finance

SWEDFUND AND ABRAAJ GROUP’S HEALTHY INVESTMENT

ORTHORECON MicroPort Scientific Corporation and Wright Medical Group, Inc. entered into a definitive agreement on June 18, 2013 under which MicroPort Medical BV, a subsidiary of MicroPort Scientific Corporation, will acquire Wright’s OrthoRecon business. The purchase price is $290m and is payable in cash at closing, which is expected to occur by the end of the third quarter or during the fourth quarter of 2013.

Wright’s OrthoRecon business includes hip and knee implant products and generated global revenue of approximately $269m in 2012. According to industry research, the worldwide hip and knee reconstruction market was approximately $14bn in 2012. In addition, the China hip and knee implant market is estimated to be approximately $1.3bn by 2018 and is growing at approximately 17% per year.

Dr Zhaohua Chang, chairman and CEO of MicroPort said; “This acquisition will be a key milestone in the development of MicroPort’s orthopaedic business. Through continued organic growth, MicroPort is becoming a true global enterprise with bases in China, US, Europe and elsewhere in the world to serve a much larger patient populations.”

Mr Robert Palmisano, president and CEO of Wright Medical said; “We are pleased we have found an excellent strategic buyer in MicroPort, a company that is deeply committed to the success of the OrthoRecon business. We look forward to working with MicroPort to ensure a seamless transfer and the continued success of the OrthoRecon business as part of MicroPort.”

MicroPort Scientific Corporation were supported

by KPMG with tax advice from Brent Johnson and Mitchell Thweatt and Amar Kapadia led the financial due diligence provision supported by Andrew Getz and John Steele.

ORTHORECON

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Swedfund, the Swedish state’s venture capital company, and The Africa Health Fund through The Abraaj Group, a leading investor operating in global growth markets, have announced their investment in The Nairobi Women’s Hospital (NWH).

The investment in NWH totalled US$ 6.5 million and was the largest single foreign direct equity investment in private healthcare in Kenya in 2013.

Legal advice to the equity providers was provided

by Mr Paras Shah, Partner at Hamilton Harrison & Mathews Advocates.

Swedfund’s mandate is to support private enterprise in developing countries, mainly by making equity investments and loans to companies that have a profitable track record but need capital and support in order to grow. Swedfund’s portfolio includes holdings in around 70 companies around the world.

In 2010, the then newly formed Africa Health Fund, whose objective is to increase access to, affordability and quality of health-related goods and services for Africans, especially those at the bottom of the income pyramid, invested in NWH. This further equity injection validates the opportunity of investing in Africa’s healthcare.

Founded in 2001, NWH is a pioneer and leading women’s hospital in East and Central Africa and since inception has grown from one branch to three hospitals and two medical centres. NWH has plans to expand further in the country and the Eastern African region by 2016 and subsequently into the rest of Africa.

This latest investment will enable NWH to complete the financing of its modernization and expansion plan in East Africa, in turn increasing the range of treatments and services offered to patients.

SWEDFUND AND ABRAAJ GROUP’S

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Acquisition International | February 2014 | 107

HEALTHCARE

ARGOS SODITIC ARRIVES AT CISBIO

DEAL DIARY: Healthcare Deals TOTAL THERAPEUTIC MANAGEMENT

U DENTISTRY MBO

Indegene, a leading global provider of clinical, commercial, and marketing solutions to global life science, pharmaceutical, and healthcare organizations announced that it has acquired Atlantabased quality improvement, outcomes research, and clinician engagement services company Total Therapeutic Management, Inc. (TTM) to expand its healthcare division service portfolio and market presence.

Specialist dental clinic, U Dentistry in Ilkley, West Yorkshire has been bought out from a corporate healthcare firm by three partners. Jill Dean and dental surgeons Martin Harris and Alyn Morgan, who will all continue working at the practice snapped up the practice.

Founded in 1995, TTM provides solutions to several large healthcare organizations including the federal government in the areas of academic detailing, HEDIS/STAR improvement, outcomes research, and medical record retrieval/review.

HEALTHCARE

Seyfarth Shaw LLP represented Indegene Healthcare in the acquisition of TTM, which specializes in medical chart retrieval, abstraction and clinician engagement for educational Suzanne Saxman outreach. Suzanne L Saxman, partner at Seyfarth Shaw LLP led the team, she explains; “We were able to assist our client in achieving a very tight timeframe, which allowed the transaction to close as of December 31, 2013.

“This acquisition further increases Indegene’s market presence as a global provider a leading provider of clinical, commercial and marketing solutions to global pharmaceutical healthcare organizations, while offering a broader range of services from Indegene’s healthcare portfolio.”

The company reported that TTM will continue to grow its business as Indegene TTM Inc. with the same leadership and organizational structure.

TOTAL THERAPEUTIC MANAGEMENT

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Ms Dean and Mr Harris had sought to purchase the practice from several previous owners before their offer was agreed, with the support of a six-figure loan from Lloyds Bank Commercial Banking.

Mr Harris said; “We had been looking to purchase the practice since it was founded in 2005, but after its sale this had looked less and less likely. The major advantage of being small and owner-run is that we can offer a much more personal level of service that is tailored to the needs of our patients, which helps to build the trust that is vital between a dentist and patient.”

Steve Midgley, specialist healthcare banking relationship manager for Lloyds Bank Commercial Banking said; “Dental practices like U Dentistry offer a valuable service to the local community, and it’s encouraging to see that the team’s hard work and perseverance in looking to purchase the practice pay off.

“Jill, Martin and Alyn’s substantial experience, combined with their thorough business plan, made it a compelling proposition and helped us to quickly structure a lending package that suited their exact requirements.”

Head of dental and partner at Cohen Cramer Solicitors, Thomas Coates acted as legal adviser to Ms Dean, Mr Harris and Mr Morgan.

Thomas Coates

Thomas.coates@cohencramer.co.uk 0113 224 7848 U DENTISTRY MBO

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WESTPOINT VETERINARY GROUP LTD August Equity LLP (August) is pleased to announce it has completed a new platform investment into Westpoint Veterinary Group (Westpoint).

Headquartered in West Sussex, Westpoint is the UK’s largest farm and production animal veterinary group providing a range of veterinary and support services to the UK livestock and food industries.

Founded in 2000, the business has grown from a single site in Warnham to a national network of 17 branches across the UK with a high-growth internet pharmacy, providing a range of support services including training, contract research, international consultancy and compliance/audit management.

Westpoint’s research-led approach improves the health, welfare and productivity of livestock through preventative health planning. The UK production animal veterinary market is highly fragmented and set for significant growth as the sector undergoes structural and regulatory change and continues to professionalise driven by the need for improved efficiencies and productivity.

August completed the off-market transaction having tracked the market and progress of Westpoint for a number of years. In partnership with the management team, August will expand the business through a combination of organic and acquisitive growth to create the UK’s leading livestock support services group.

Insurance advice and provision was dealt with by Shire Insurance director Keith Dickinson.

Shire Insurance has very strong links with Dickinsons Financial Management Ltd who are part owned by Mr Dickinson and provide veterinary practice finance, pensions, mortgages, income protection and investment advice. Additionally, Shire Leasing is a leading provider of short term funds to the veterinary profession.

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108 | Acquisition International | February 2014

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Acquisition International | February 2014 |

DEAL DIARY: Industrial Deals HIG TO ACQUIRE WERU

LEASEDRIVE GROUP

RIDDHI ENTERPRISES

Funds advised by Triton have signed an agreement to sell WERU GmbH, Germany’s leading manufacturer of windows, doors and carports, to H.I.G. Capital (HIG).

Leasedrive, the UK’s largest independent privately-owned vehicle management group, is delighted to announce that HgCapital, the European sector-focused private equity investor, has invested in its business and bought 80% of the Leasedrive Group. LDC and the management have rolled 20% of their investment/equity into the new financial structure.

Kokuyo has completed the acquisition of Riddhi Enterprises, a Mumbai-based notebook manufacturer for $8m. The acquisition was made through Kokuyo’s subsidiary Kokuyo S&T Co., Ltd. and the business is housed under Kokuyo Riddhi Paper Products Private Limited.

“Triton has owned and supported WERU for over 14 years. New thinking, resources and capital have been invested several times to allow the business to develop during challenging market conditions,” said Peder Prahl, director of the general partner for the Triton funds.

Harald Pichler, CEO of WERU said; “Over the past years our owner took a long-term view on our key markets and enabled us to fund the strategic realignment and repositioning of the company. By making appropriate investments in our sales platform and new products throughout the downturn we built an outstanding position in the growing PVC window segment of the German window market.”

TMG Consultants advised HIG, led by partner Friedrich Steisslinger and manager Holger Vacek. They have a high number of professionF. Steisslinger als with private equity and merger and acquisitions experience and have worked with HIG on other occasions.

Tasks conducted by the Stuttgart-based experts included visiting and analyzing manufacturing sites.

This was done in workshops with experts from operations discussing the main processes and issues.

This was supported by analyzing existing data.

INDUSTRIAL

In common with other deals the main challenge was the extremely limited time frame to work out all details and analysis; “Only because of the profound experience of the TMG Consultants in the field of production processes it is manageable to identify the main problems and advantages in such a short period of time,” Friedrich Steisslinger explained.

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Andrew Land of HgCapital, who will also be joining the Leasedrive board, said; “We had previously identified the leasing sector as a core focus area and were particularly impressed with Leasedrive and the fantastic business built by its management. We see real growth potential for the company as more organisations recognise the potential of the company car as a recruitment and reward tool in the war for talent.”

Sciowa LLP was appointed by Hg Capital to provide M&A advisory services as well as specific elements of commercial diligence in support of the acquisition. The Sciowa team was led by Managing Partner, Paul Suter.

Mr Suter said; “Sciowa is a boutique strategy and corporate finance advisory business with deep experience in the European financial services, business and consumer services and automotive sectors. Our experience in the fleet sector extends back to 1996. Since then we have supported a number of the leading UK fleet businesses on priority strategy and M&A situations.

“In 2013 we have acted as buy-side advisors on 3 separate successful M&A transactions, including Carlyle’s investment in Addison Lee, a £70m transaction in the automotive services sector and, of course, Hg’s investment in Leasedrive. We were very excited to get the chance to support Hg’s ambitions in the European leasing sector with our knowledge of the key personalities, industry structure and economic drivers and look forward to helping Hg create the preeminent independent fleet services business in the UK. Hg’s considered approach to assessing and executing opportunities such as the Leasedrive investment bode well for its continuing outperformance.”

Paul.suter@sciowa.com www.sciowa.com

LEASEDRIVE GROUP

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Kokuyo Group forayed into India by acquiring majority shares of Camlin, a major stationary manufacturer in India in October 2011. It acquired the business infrastructure including sales and logistic network covering the whole of India, production sites and ink technology of five factories, a strong brand with a history of over 80 years, well-developed human resources, systems, and an IT system.

With the acquisition of this Indian notebook factory in India, the Kokuyo Group now has notebook factories in four countries worldwide; Japan, Vietnam, and China.

J R Laddha Financial Services Private Limited acted as a exclusive financial advisor to Riddhi Enterprises and commenting on the deal manoj laddha, managing director explains “Over the past decade, we have Manoj Laddha grown in terms of depth and breadth of services offered, with a number of satisfied clients”.

J R Laddha Financial is a three decade old financial advisory company focussed on the companies in mid market by providing financial solutions through Investment banking, corporate finance and wealth management services. Over time we have built a very strong base of corporates across the country with our presence in Mumbai, Delhi, Kolkata, Hyderabad and Pune with a dedicated team of 50 professionals across all offices.

Kokuyo was advised by SBI Capital Markets Limited whereas Hogan Lovells in conjunction with Indian firm Phoenix Legal was the legal advisor.

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Acquisition International | February 2014 |

DEAL DIARY: Support Services Deals DEDALUS

GEORGE LITTLE MANAGEMENT, LLC

ICEOTOPE

Hutton Collins, a UK based provider of preferred capital, signed an agreement to invest €50 million in Dedalus Group, a leading Italian healthcare IT company.

Emerald Expositions, Inc. (Emerald) and George Little Management, LLC (GLM) announced that Emerald has completed the acquisition of GLM from Providence Equity Partners (Providence) for $335m.

Iceotope, the environmental IT cooling specialist, announced the completion of its Series A fundraising, securing in excess of $10m. Aster Capital, an international venture capital firm specialising in clean tech led the transaction alongside Ombu Group, a UK investment company committed to backing high growth technology businesses. In addition to the capital raised, the deal also allows Iceotope to establish close cooperation with Aster’s strategic sponsors, particularly Schneider Electric.

Carlo Daveri

DVRCAPITAL chairman and CEO Carlo Daveri and partner Nicola Gualmini acted as exclusive financial advisers to Hutton Collins in this transaction. In particular, DVRCAPITAL’s engagement included assisting the investor in negotiating with the target’s shareholders and management, analyzing the target’s performance and elaborating a financial model to support decision making.

Dedalus Group, which has its head office in Florence, is currently the Nicola Gualmini largest healthcare IT business in Italy, with revenues of around €70m and EBITDA of €17m. The company does business in 12 countries worldwide and has strengthened its position in recent years, creating an Italian healthcare ICT hub, bringing together over 30 companies in Italy and the rest of the world.

Mr Gualmini said: “The deal turned out to be of great advantage to Dedalus, as the investment made by Hutton Collins not only allowed the exit of some shareholders but also provided the company with the financial resources necessary to boost its expansion abroad.”

“The preferred equity provided by Hutton Collins is not so well-known in Italy and, given its peculiarities, in certain specific situations can represent a very useful financial tool”, Mr Daveri added. ng@dvrcapital.it cd@dvrcapital.it www.dvrcapital.it

The purchase price, including transaction expenses, was funded by $200m of debt and a $140m equity investment from Onex Partners III (Onex). Emerald was acquired by Onex Partners III in June 2013.

GLM creates face-to-face buying, selling and networking platforms for designers, product developers, manufacturers, retailers and operators through more than 20 leading tradeshows including four of the largest 100 trade shows in the US. GLM’s tradeshows serve industries as diverse as home furnishings, home textiles, stationery and paper products, giftware, table top, gourmet housewares, contemporary furniture and interiors, personal care, art and design, antiques and jewellery, fashion, board sports and resort lifestyle, and e-commerce. GLM has approximately 130 employees and operates out of six US offices.

Onex was advised by a global strategy consulting firm Stax Inc. Brett Conradt led on the transaction and was supported by Audre Kapacinskas and Timothy Turner.

Mr Conradt said; “Stax is excited to support Onex and Emerald in the acquisition of GLM. Based on our work, we believe there are strong tailwinds in the trade show space, and it is clear that GLM has an impressive portfolio of well known, industry leading shows. Coupled with Onex’s deep knowledge of the market through its Emerald business, we feel these trade shows are well positioned to continue to grow and attract top industry exhibitors and attendees.”

Brett Conradt

bconradt@stax.com www.stax.com

This investment represents a significant step in allowing Iceotope to further commercialise its innovative cooling solutions for the £250bn global data centre and high performance computing (HPC) markets. It will help the company hire more staff, expand into new geographies and add to its current product ecosystem; furthermore, it will enable Iceotope to target larger transactions and more ambitious supercomputing projects.

The global IT ecosystem is said to account for 10% of all electricity consumed on earth and this is largely due to the current energy demand of data centres, HPC and supercomputing facilities.

Iceotope’s innovative technology is able to halve the energy requirement of these facilities and significantly reduce their infrastructure costs.

Harrison Goddard Foote LLP partner Chris Moore provided IP due diligence for the fund raise.

Dr. Moore joined in October 2012 to lead the firm’s new office in Birmingham. The practice covers engineering and chemistry fields, Chris Moore with specialisations in an array of areas. Dr. Moore undertakes due diligence work for VCs, PE firms and regularly advises on high profile matters. cmoore@hgf.com

DEDALUS

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GEORGE LITTLE MANAGEMENT, LLC

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ICEOTOPE

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112 | Acquisition International | February 2014

DEAL DIARY: Support Services Deals

Mr Alain de Krassny has acquired Kem One through a joint partnership with OpenGate Capital, a global private buyout firm. Kem One SAS was put into administration by the commercial court in 2013.

The partnership also secured an option to acquire operations known as Kem One Innovative Vinyls.

Colbert Lyon represented Mr Alain de Krassny and was led by four partners: Stéphane Vital-Durand, Bertrand de Belval, Sophie Déchelette-Roy and Jean-Luc Dury. This was the first experience of Colbert advising Mr Alain de Krassny, who acted upon a business referral.

Each partner worked in his area of expertise and, as lead partner, Mr Vital-Durand covered all aspects of the reorganization, from due diligence to buyers’ corporate structures. Mr de Belval focused on insolvency procedure and restructuring, while Mrs Déchelette-Roy was in charge of merger filings before competition authorities and Mr Dury handled the tax aspects.

Mr Vital-Durand explains some of the challenges encountered during the transaction; “It is quite unusual to have such a high dimension business recovering through an internal takeover bid.

The deal was to be closed within two months; it required conducting negotiations on appropriate agenda with all types of contacts involved in a very intense climate, while at the same time solving a wide range of legal and tax issues.”

“After turning a distressed chemical company into a market leader in Austria, Mr Alain de Krassny was eager to do the same in France.

Restructuring without any layout or any sale of business unit, while at the same time organizing new investment, is of greatest satisfaction to him.” s.vital-durand@colbert-avocats.eu www.colbert-avocats.com

KEM ONE SAS

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MESAN KILIT A.S.

METEOGROUP

Essentra plc announced it has acquired 100% of the share capital of Mesan Kilit A.S. (Mesan) for an undisclosed cash consideration. Mesan has been acquired on a cash-free, debt-free basis, and was funded from the company’s existing facilities.

Mesan is the leading Turkish manufacturer and distributor of a range of locks, hinges, latches and hardware accessories for use in a wide variety of attractive growth end-markets. These markets include electricity and power distribution, telecoms, industrial, IT and transportation. Based in Istanbul, Mesan additionally exports to more than 75 countries, including to the Middle East & Africa and Asia, from a new, state-of-the-art facility.

For the year ended 31 December 2012, Mesan generated revenue of US$19.7m, with a three-year compound annual revenue growth rate in excess of 20%. The transaction is expected to be immediately earnings enhancing, and will be reported under the company’s component and protection solutions division.

Commenting on the acquisition, Essentra CE Colin Day, said; “The acquisition of Mesan is a compelling strategic fit for Essentra, and is consistent with the company’s vision 2015 objective of complementing balanced profitable organic growth with value-adding transactions. With leading market positions and a proven track record of strong profitable growth, Mesan significantly enhances our offering in the growing hardware segment.”

Alexander Gross, regional director for Merrill DataSite, supported Mesan Kilit and Pragma Corporate Finance on the due diligence phase of the project, with provision of a virtual data room (VDR) solution for the review of the company’s confidential documentation.

ESSENTRA ACQUIRES MESAN KILIT A.S.

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MeteoGroup, Europe’s leading weather data and forecasting business, has announced that General Atlantic LLC (GA) has signed an agreement to acquire MeteoGroup from PA Group.

MeteoGroup is one of the major weather companies in the world; it is a full-service weather business utilising global weather data, proprietary technologies and skilled meteorologists to create bespoke forecasts. Cutting-edge forecasting is delivered to customers in corporate, industrial, media and consumer markets as tailored products and sophisticated decision support tools – not just informing the customer what the weather will do, but what it means for their business.

MeteoGroup has a global customer base and operations in 11 European countries, the USA and Southeast Asia. The company has also developed WeatherPro, Europe’s leading paid-for weather app, and MeteoEarth, an app displaying live and forecast weather on a stunning 3D, interactive globe.

General Atlantic is a global growth equity firm, which provides capital and strategic support to help build leading growth companies worldwide. It has US$18bn of capital under management and has more than 80 investment professionals globally.

GA’s European team has invested in some of the leading UK headquartered international growth companies, such as MeteoGroup, Markit, Hyperion and FNZ to help them become global market leaders.

MeteoGroup and PA Group were advised by Portico Capital Securities Limited and Taylor Wessing LLP on the transaction. General Atlantic was advised by Weil, Gotshal & Manges LLP, Ernst & Young LLP and L.E.K. Consulting LLP. Merrill DataSite supported with provision of a virtual data room (VDR) solution for the review of the company’s confidential documentation.

METEOGROUP HEADS OVER

TO GENERAL ATLANTIC DRV Corporate Finance

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Acquisition International | February 2014 | 113

SUPPORT SERVICES

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DEAL DIARY: Support Services Deals NEW ERA FOR METER PROVIDA

NVM EXITS FROM ALARIC SYSTEMS

R&M ENGINEERING

Meter Provida Ltd (MPL) is being acquired from partner company, Fusion Group, by Total Capital Partners backing existing managing director, Tim Houtby and incoming finance director, Stephen Burr.

A syndicate of venture capital investors led by NVM Private Equity (NVM) has made a successful exit from Alaric Systems. London-based Alaric has been acquired by a subsidiary of US based NCR Corporation, in an $84M deal.

Maven Capital Partners has invested £5m for a majority equity stake in R&M Engineering (R&M), which provides integrated engineering and fabrication services to the North Sea oil and gas industry. This investment is the 6th new deal Maven’s Aberdeen team completed last year.

Mike Alford, MD of Alaric Systems, comments: “NVM has been a major support over the years providing both finance and commercial input, and Tim Levett has been our chairman for Mike Alford the last five years. Finance from NVM and Foresight has helped to ensure we have got to the stage where things are really booming. NVM’s faith in our vision back in 2000 is paying off now.”

R&M operates out of Huntly, Aberdeenshire and is one of the few independent companies in the UK with the expertise and infrastructure to carry out large and complex projects including hydraulic, pneumatic and electrical work. The business undertakes all processes in-house including design, machining, welding and final fabrication.

The divestment comes on the back of several exceptional years of trading achieved by MPL: the business has increased revenues from £12m to £25m in the three years to March 2013.

Fusion Group will retain a stake in the business and expects to continue its close working relationship with Meter Provida.

Fusion Group contracted Avondale to sell Meter Provida having met them at Avondale’s annual M&A conference at the Institute of Directors. Having obtained five offers, Avondale facilitated significant negotiations culminating in the acquisition by Total Capital Partners.

Tim Hardman, director at Avondale who completed the negotiations said: “We are delighted to have achieved the correct financial and deal structure for Meter Provida, Fusion and Total Capital Partners. The outcome of our negotiations has ensured the Tim Hardman business is perfectly positioned to take advantage of the new opportunities this market will present in the coming years.”

Serving the gas metering industry with its Slipstream software system, MPL’s customer base includes the UK’s largest meter asset managers, gas suppliers, network operators and utility infrastructure providers.

Total Capital is backing Tim and Stephen to maximise MPL’s growth in a market place that is forecast to grow strongly in the next few years as the UK’s 23 million industrial, commercial and domestic gas meters are replaced with smart meters.

Ward Hadaway provided buy-side legal advice, KPMG conducted financial due diligence and PMSI completed commercial due diligence. DLA Piper provided sell-side legal advice.

NEW ERA FOR METER PROVIDA

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Tim Levett, NVM Private Equity, comments; “Alaric has been a rewarding investment in every sense. Over the long period of our investment, we have always believed in the concept of innovative card authorisation and fraud detection systems, and it is a credit to the team that they have taken their products through to becoming technical market leaders in the payments market. Technical excellence has been the key, and Mike has built a world leading team to deliver this. We have enjoyed the journey.”

NVM are among the leading investors in UK SMEs and were advised by Larry DeAngelo, who runs the Technology and Services Merger and Acquisition team at SunTrust Robinson Humphrey Inc. (STRH), a leading full-service corporate and investment bank. STRH is dedicated to helping grow clients companies through a comprehensive range of strategic advisory, capital raising, risk management, financing and investment solutions. They also offer a complete array of sales, trading and research services in both fixed income and equity.

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R&M has enjoyed a sustained period of organic growth in the North Sea in recent years, with turnover approaching £15m, and is now starting to complete work on a ‘build to ship’ basis for overseas customers through its existing key relationships and their connected subsidiaries. Maven will provide strategic support to R&M through its next exciting phase of growth.

Jim Tennent

Kudos Independent Financial Services (Kudos) was asked to report on potential liabilities, with regard to the pension and ancillary schemes operated by R&M Engineering Ltd, both pre and post transaction on behalf of Maven Capital Partners. The team involved in this transaction was led by Jim Tennent, director and analyst Cameron Millar.

Kudos has over 20 years due diligence experience and has worked with the majority of banks and Cameron Millar venture capitalists in the UK during that time. They are also independent financial advisers who are one of the leading employee benefit firms in the UK. Jim.tennent@kudos-ifs.co.uk www.kifs.co.uk

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114 | Acquisition International | February 2014

DEAL DIARY: Support Services Deals RM2 INTERNATIONAL S.A.

TDX GROUP

WOMEN MANAGEMENT’S PARIS

RM2 International S.A. (RM2), a company established to use a combination of materials technology and logistic services to disrupt the global pallet market, announced it intended to launch an IPO and placing and to apply for the admission of its ordinary shares to trading on the AIM market of the London Stock Exchange.

Equifax Inc. agreed to acquire UK debt-management firm TDX Group for £200m ($327m) from its founders and Investcorp; a deal that expands its debt-collection capabilities.

Pacific Global Management Group (PGM) has acquired modelling agency Women Management’s Paris and New York branches from Arca Fashion SpA. PGM, which bought a controlling stake in Elite World in 2011, also owns the Italian luxury lingerie brand La Perla and the China-based entertainment label Gold Typhoon.

RM2 is raising gross proceeds of approximately £137.2m to expand its production capacity and to fund the production of pallets for rental and sale.

The company was expected to join AIM on 6 January 2014 with an initial market capitalisation of approximately £278.3m.

Nottingham-based financial services technology group, TDX is the largest debt placement services and debt management platform company in the UK. Equifax is one of three major US credit-reporting companies which has expanded into other areas, including credit-card marketing, fraud detection and credit-risk consulting.

Cenkos Securities plc is nominated adviser and broker to the company led by Joe Nally, head of natural resources and Neil McDonald, corporate finance.

Joe Nally

Neil McDonald

Mr Nally said; “We believe the opportunity for RM2 is significant.

Notwithstanding that it is a prerevenue business, investors have backed a phase of significant capital expenditure and asset investment to help grow a meticulously developed and tested pallet and logistics approach into an operation of real scale.

“Cenkos’ participation and detailed knowledge of the business, the market and the competitive landscape assisted in ensuring investors had a clear understanding of the model and in delivering a successful outcome for the company and its existing shareholders.

“The successful IPO provides RM2 with the ability to significantly expand its manufacturing capacity and establish a pool of pallets which will offer its customers a cost-effective, efficient, controllable and sustainable proposition for which there is clear demand.”

RM2 INTERNATIONAL S.A.

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Lee Aston

Corporate financier Lee Aston, founder of LHA Financial of Hale, has advised on the sale of TDX. Mr Aston, who used to work for Investec and Numis in London before setting up on his own after returning to his native North West, advised the shareholders of TDX on the deal.

“This is a significant and exciting transaction to have been involved with. I was appointed as adviser due to my M&A experience, particularly in the financial and technology sectors and cross border and the fact that I was able to give real focus on working with the company and management,” he said.

Gilbert Kamieniecky, principal at Investcorp, said in a statement; “With our support, TDX has been able to realize its potential and has evolved from being a UK-focused operation to one with a growing international footprint.”

Investcorp’s technology private-equity arm acquired a 40% stake in TDX in late 2008 for about £28m.

The deal is expected to add to Equifax’s adjusted per-share earnings next year. TDX generated revenue of about $90m last year.

TDX GROUP

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The move is part of a strategy to strengthen Elite World’s presence in North America and expand its international scope, keeping the Elite and Women brands separate but uniting them in structure.

Terms of the deal, which excluded Women’s Milan branch, were not disclosed.

The acquisition of Women “signals a historical shift, because these are two very strong agencies, Elite especially in Europe and Women especially in the US, and together they become an absolute market leader,” Valenti said, adding; “The idea at this point is to create very strong synergies between them and take on new markets” such as China, where Elite has been actively ramping up its presence.

Arca Fashion SpA was represented by Carlo Giovannetti, Esq., Partner at Reinhardt LLP, New York, whose experience, skills and dedication allowed him to navigate around common pitfalls Carlo Giovannetti in cross border transactions.

Mr Giovannetti said; “As part of our daily activities at Reinhardt, we provide counsel to corporate clients, entrepreneurs, high net-worth individuals and investors expanding into North and South America, Europe, and Asia. Our core practice encompasses an array of business sectors, with a special focus on cross-border transactions and transactions involving parties from multiple jurisdictions.”

WOMEN MANAGEMENT’S PARIS

DRV Corporate Finance

Nominated Adviser to the Company

Adviser Reporting Accountant

LHA Financial

Legal Adviser to the Purchaser | IP Due Diligence Provider & Risk & Insurance Due Diligence Provider

Reporting Accountant

Acquisition International | February 2014 | 115

SUPPORT SERVICES

Legal Adviser to the Vendor

DEAL DIARY: TMT Deals BSS ACQUIRES AND GROUP AND THE SATCOM GLOBAL GROUP

AT&T NETWORK Frontier Communications Corporation (Frontier) has entered into a definitive agreement with AT&T, Inc. to acquire AT&T’s wireline business and state-wide fiber network that provides services to residential, commercial and wholesale customers in Connecticut. Frontier will also acquire AT&T’s U-verse video and satellite TV customers in Connecticut.

The deal is said to be worth $2bn and the transaction is estimated to be accretive to Frontier’s adjusted free cash flow per share in the first year and is estimated to improve Frontier’s dividend payout ratio by more than five percentage points in the first year.

Maggie Wilderotter, Frontier’s chairman and CEO said; “We are excited to be acquiring AT&T’s wireline operating company. It will allow us to introduce our local engagement management model in which Frontier employees become actively involved in their communities.”

Randall Stephenson, AT&T’s chairman and CEO said; “We are very pleased to have Frontier Communications as the buyer of our Connecticut wireline properties. Frontier has proven its ability to execute sizeable transactions and a commitment to the communications needs of urban, suburban and rural markets.”

For more than 15 years Intralinks ® has been serving the M&A community with the industry’s leading virtual data room, Intralinks Dealspace TM. Today, Intralinks continues our history of innovation to give deal professionals the tools they need to help them manage the full M&A lifecycle – to get more deals done, faster. With a track record of enabling high-stakes transactions and business collaborations valued at more than $19 trillion, Intralinks is a trusted provider of easy-to-use, enterprise strength, cloud-based collaboration solutions.

For more information, visit www.intralinks.com

FRONTIER ACQUIRES AT&T NETWORK

DRV Corporate Finance

Broadband Satellite Services Limited (BSS), an investment company based in the North East of England, has completed the acquisition of AND Group and the Satcom Global group of companies.

BSS acquired the businesses as part of its growth strategy meaning the merged group has a geographical footprint covering all core markets and revenues within the mobile satellite services sector of over $100 million.

“Combining the network assets of AND Group and Satcom Global fits perfectly within our strategic framework of strengthening our end-to-end solutions capabilities in key areas, and providing the best possible customer experience,” said Ian Robinson, CEO for the group.

Sami Altaher

The transactions were supported by FGI Finance and FW Capital, and provide the group with a flexible working capital facility of $12 million. FGI Finance teams from New York and London led the transaction, underwriting and operations teams along with the internal and external legal counsels and field examiners.

FGI’s involvement meant BSS was able to buy a company which provided an operational platform they could leverage to cut costs, receive larger discounts, improve their overall efficiency and grow their global footprint.

Altaher said; “This was a complex transaction involving many different parties located in different time zones. Management, shareholders, existing vendors and another junior debt provider each had their own interests and ideologies. Our main challenge was to gain an in-depth understanding of each party involved and successfully structure a deal that took everyone’s interests into account. The successful completion of this transaction was a result of the hard work and commitment of all parties involved.” ypenn@fgiww.com http://www.fgiww.com

BSS ACQUIRES AND GROUP

THE SATCOM GLOBAL GROUP DRVAND Corporate Finance

Virtual Data Room Provider

PROSIEBENSAT.1 The ProSiebenSat.1 Group has sold its Eastern European TV and radio stations. In Romania, ProSiebenSat.1 sold the television channel Kiss TV and the radio stations Kiss FM, Magic FM, One FM and Rock FM to the Greek Antenna Group, South East Europe’s leading media and entertainment group.

Meanwhile, the Romanian entrepreneur Cristian Burci acquired the TV station Prima TV. The Hungarian television stations TV2, FEM 3, PRO4 and Super TV2 were taken over by the present management team in a management buyout.

ProSiebenSat.1 announced its intention to sell its Eastern European TV and radio holdings when it sold its Northern European portfolio in December 2012 in order to concentrate on the expansion of its German-speaking television and digital business. This offers the group the greatest synergy and growth opportunities in the long term.

Since the sale of the Northern European business at the end of 2012, the group has reported on the basis of continuing operations, i.e. not including the Eastern European holdings’ contributions to revenues and earnings.

Merrill DataSite supported the deal with the provision of a virtual data room (VDR) solution for the review of the company’s confidential documentation. The contracts for the relevant transactions have been signed and the ProSiebenSat.1 Group expects the legal closing of the sale in the first quarter of 2014.

PROSIEBENSAT.1 GROUP

SELLS TV AND RADIO STATIONS DRV Corporate Finance Virtual Data Room Provider

Debt Provider

Legal Adviser to the Purchaser Debt Providers & Financial Adviser to the Purchaser

Pensions and Actuarial Adviser

Legal Adviser to the Purchaser & Tax Adviser

TMT

Legal Adviser to the Debt Provider

Legal Adviser to the Vendor

116 | Acquisition International | February 2014

Legal Adviser to the Purchaser, IP Due Diligence Provider, Risk & Insurance Due Diligence Provider, Environmental Due Diligence Provider, Pensions and Actuarial Adviser

Financial Adviser to the Purchaser

Vendor Due Diligence Provider

playHARD The demands placed on today’s professionals are greater than ever, and when you work hard it’s important to play hard too. Acquisition International’s lifestyle section aims to provide you with a few examples of how to do just that.

This month’s section takes us on a trip to Llangoed Hall in the Wye Vally, Wales for a touch of historic elegance. We then travel down to the Spa city of Bath for some serious shopping, pampering and relaxation at the Thermae Bath Spa. Finally this month we take a glimpse into the future of the automotive industry with a sneak peak at Cadillac’s latest concept idea, the Cadillac WTF, a nuclear powered car.

If there’s anything you’d like to see in our Play Hard section, just drop Kathryn in our editorial team a line – Kathryn.Mallory@acquisition-intl.com Acquisition International | February 2014 |

Hotel Review

playHARD

d Hall Wales e o g n Lla alley, V e y -W Llangoed Hall is a wonderfully elegant and historic country house hotel set in 17 acres of beautiful gardens.

This stunning hotel is situated in the beautiful Wye Valley in the heart of the Welsh countryside and offers a quintessential Edwardian country house experience to all of its guests.

From the potential site of the first Welsh parliament in 560AD to being lost in a card game, Llangoed Hall possesses a history as long as it is fascinating. Llangoed Hall was believed to have been the legendary White Palace, home of the first Welsh parliament. A mansion existed from 1632. It was first in the possession of the MacNamara family having been won in a card game and it stayed with them for two generations until 1847. In 1912 Clough Williams Ellis, the creator of the village of Portmeirion re-designed the mansion as a country house. Sir Bernard Ashley, husband of Laura Ashley bought Llangoed Hall in 1987, restored it to its former glory and opened it as a hotel in 1990.

Upon our rival to this stunning hotel we were greeted with a warm welcome and asked if we would like to enjoy a complimentary tea or coffee in the beautifully decorated lounge. The lounge provided amazing country views from every window and had a roaring log fire to boot. Right from the off Llangoed Hall’s dedicated team were professional and friendly and nothing was too much trouble.

After finishing our beverages, we were then escorted to our individually designed, elegantly furnished and rather spacious suite, we were truly spoiled. Our room contained beautiful fresh flowers, complimentary fresh fruit, a range of waters and sherry. A newspaper of our choice and hot beverages were brought to our suite each morning at a time suitable for us, the team made us feel very much at home. Our room truly provided us with a home away from home, with the exquisite views, charming dĂŠcor and elegant features Shortly after arriving we decided to take a walk in the gardens. The breathtakingly beautiful landscaped gardens provide a magical setting and the perfect backdrop for celebrating a special occasion. The setting is perfect for weddings and the dedicated team ensure that they tailor each wedding to provide the perfect day for each bride and groom. During our stay we spoke to a number of couples who had chosen this stunning hotel as their wedding location and were returning to stay for their anniversary, it seems once you experience the splendour that is Llangoed Hall you are sure to return again and again. www.llangoedhall.co.uk Llangoed Hall, Llyswen, Brecon, Powys LD3 0YP 01874 754525

The Restaurant a truly mouth-watering The hotel restaurant provided us with u as created by head men experience. The carefully selected ppoint. Each course disa not did chef Nick Brodie and his team With produce grown in the provided us with a genuine treat. award winning restaurant hotel’s kitchen garden, the hotel’s ptional standard of service, certainly delivered. With the exce delicious wine as selected and combined with truly exquisite food g experience is one we dinin our er wait with the assistance of our will not forget. t stunning hotels we have Llangoed Hall truly is one of the mos stunning décor, elegantly , tion loca ic idyll stayed in. With its l of service from the hotel’s designed rooms and exceptional leve already planning our next visit. dedicated team we find ourselves

Hotel Review

playHARD

Spa h t a B ae Therm - Bath This month Acquisition International was lucky enough to sample the delights of the Thermae Bath Spa, Britain’s only natural thermal spa, located in the historic city of Bath.

Positioned in the heart of the city, Thermae Bath Spa offers a quintessential mix of old and new. The contemporary design sits beautifully against the striking back drop of historic Spa buildings.

The facilities The facilities at the spa are truly first rate. Tempted by the beautiful images we had seen of the open-air pool we headed straight to the rooftop. Exaggerated by the cold crisp day, the naturally warm, mineral-rich waters offered a spectacular location to enjoy the views of the City of Bath and surrounding hills; beautiful both during the day and at dusk.

Next we headed back inside to the Minerva Bath, named after the Roman Goddess of Health & Wisdom, this is the largest of the thermal baths. This is the perfect place for unwinding as the thermal waters are complemented by an invigorating massage jet and whirlpool.

Before stopping for lunch we went up to the Aroma Steam Rooms; here we found a variety of pods each of which is infused with a different aromatic essence in its soothing vapours. Perfect for a spot of relaxation and for clearing the mind.

Last but certainly not least is the Cross Bath, which was perhaps one of our favourite features! It is a separate building located at the front of the spa with its own open-air thermal bath and changing facilities.

Fed by its own natural spring, this beautiful, intimate area can be enjoyed by individuals or hired as a unique venue for the exclusive use of a group up to 12 people.

The lunch Having sampled the pools we sat down in our robes to a leisurely lunch in the Springs Café Restaurant. The seasonal fresh menu offers a perfect balance between indulgence and healthy eating and each dish that we enjoyed was of the highest quality.

The interior surroundings of the restaurant were once again stunning, combining Georgian architecture with classic, contemporary style.

Conclusion There’s no shortage of spas to choose from in the Bath area but the Thermae Bath Spa is an absolute must for anyone visiting the city. We will certainly be back soon!

The treatments Two’, one of the for ‘Time spa time after time! We selected ides a perfect excuse to re-visit the prov h rience together. whic expe , the y from se enjo to choo ing to look ages pack spa, perfect for couples and friends the There are over 40 treatments and by ed offer ages sed through pack relea s are ialist hay spec the ed in the past, the natural herbs in les, it also anything either of us had experienc musc e our Unlik are ber. prep Cham and Hay e relax it Alpin did l tiona perfect first treatment as not only the It began with a Kraxen Stove, a tradi was It freely. way. chat ing d warm coul we and e re ent whe shoulders in an innovativ provided a really nice social environm a stove, gently radiating the back and the waiting in us ted gree ly warm eurs mass l Massage. The next treatment, the Couples Traditiona red the treatment to suit, ation area we then moved on for our account our individual needs and tailo into took y reall they After enjoying a herbal tea in the relax that felt both We t. relaxed and refreshed. men ng treat feeli the ss rged eme discu to we t room wing an hour-long full body massage, area and took us into the treatmen follo and ity qual t grea of needs and tailored the l were ucts used once again discussed my individua which was really beneficial. The prod red the treatment room the therapist ente I n varnish was added Whe nail no ure. ed, Pedic treat es Ston were les Hot ying a using hot stones. My nails and cutic age Lastly we had the pleasure of enjo mass and n liatio ed and refreshed. exfo enat sing, rejuv a 50 minute long clean applied, leaving my feet feeling treatment to me. What followed was and finally a cooling foot mask was

Fast Facts: • These are Britain’s only natural thermal waters • The natural thermal springs in Bath were first discovered by Prince Bladud around 863BC, who was cured from his skin disease after bathing in the waters. The waters were then enjoyed by the Celts, Romans, Saxons and Georgians and are the constant thread throughout the history of Bath.

• The actual source of the waters remains a mystery. It was believed that the source was in the Mendip Hills 30 miles to the south of Bath but more recent findings suggest that the rainwater enters through the carboniferous limestone closer to the City and the Avon Valley • The thermal waters contain over 42 different minerals, the most concentrated being sulphate, calcium & chloride.

• The thermal water in all four baths at Thermae is the optimum bathing temperature of approximately 33.5°C (92°F).

Car Review

playHARD

cept c n a o l l C i d m Ca Thoriu d l r o W Acquisitional International presents to you what is meant to be the future of the automotive industry - Cadillac World Thorium Fuel Concept or Cadillac WTF in short.

Designed some five years ago by the imaginative digital designer Loren Kulesus, the project has since been picking up steam on the world wide web.

Its breath-taking exterior is the first thing that catches one’s eye; standard tyres have been completely replaced with six individual mini-wheels, with each tyre powered by its own induction motor. That’s 24 wheels in total. Further the lack of any doors whatsoever gives it an awesome spaceship look and even that’s not the most innovative thing about it.

The Cadillac WTF is planned to be the first automobile to run on one of the densest elements known to mankind named thorium. The naturally radioactive element, which is also three to four times more abundant than uranium, would be used to power a laser placed on the back of the car, which would then heat water, creating steam that would then give thrust to a small turbine and propel the car.

Scientists have already estimated that it would take only eight grams of thorium to power the vehicle for around 300,000 miles.

The initial idea behind the vehicle was to produce a car that would last as long as 100 years without maintenance.

Commenting on the idea, Loren Kulesus pointed out that the vehicle would require some minor tyre adjustments every five years or so, however no material would need to be added or subtracted.

Although it is very likely the vehicle will undergo many more evolutionary changes, there has already been some speculation around its price tag. Your guess is probably as good as ours at this point in time. However, the outlook is that it will be significantly cheaper than filling your car with petrol for a 100 years let’s say some 50-70 years from now.