Acquisition International • August 2015
Protecting and Realising the Value of Intangible Assets Intangible assets are the critical centre of a modern day company. We spoke to Deloitte Tax & Consulting Luxembourg about how businesses can maximise the value of their IP assets. /20 We also hear from LLS | Lall Lahiri & Salhotra about how they are able to assist management teams in ensuring adequate protection of assets. /22
Solar Power is the Way Forward Equal Earth is a leading independent power company providing homes and businesses with renewable solar electricity. They gave us a unique insight into the workings of the company. /50
Copperstone Capital is an investment management firm founded in 2010 in Moscow. We spoke to David Amaryan, Managing Partner & Chief Investment Officer to find out about the company. /13 Successful M&A – It’s About More Than Just Price Companies need to consider communication issues as well as financial and market dynamics to make their deals succeed. AI caught up with Ed Bridges, Head of M&A and James Melville-Ross, Head of TMT in the Strategic Communications Segment at FTI Consulting. / 36
Nigeria: Remaining a Key FDI Destination Gracefield Solicitors & Advocates is a growing practice that meets various demands from clients as and when required. The practice is very well regarded throughout the law courts in Nigeria. We caught up with them to find out more. / 14
Ones to Watch in 2015 MTECC, (Melbourne TEC Chambers) comprises the leading specialist counsel at the Victorian Bar who practice as barristers, arbitrators and ADR practitioners in technology, engineering and construction (TEC) law. Laina Chan tells us more. / 37
Acquisition International’s 2015 Q1 Review Vanquish Merchant Bank provides investment advice, investment banking, and direct investment to its international high net worth family owned business clients, as well as small-to-mid cap companies in the U.S. We spoke to them to find out more about the firm. / 53
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 firstname.lastname@example.org Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate. The fascinating rise of this firm begins from the founder of Deep & Far attorneys-at-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law. The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm. Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.
We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries. This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals. We strongly believe that we will win more applause from clients all over the world.
Editor’s Comment Welcome to another exciting issue of Acquisition International. This month, we explore businesses in the Intellectual Property industry and explore what they are doing to protect and realise the value of intangible assets. We catch up with Baskin Richards PLC to learn more about the emerging trends in securities litigation and ELIG Attorneys at Law from the competition and antitrust law industry, help us to better understand best practice when looking to follow compliance and avoid disputes.
Intellectual Property: Protecting and Realising the Value of Intangible Assets Intangible assets are the critical centre of any modern day company. We spoke to Deloitte Tax & Consulting about how businesses can maximise the value of their IP assets. /22 News /4 The latest news stories from around the world.
As Nigeria remains a key FDI destination, we get the lowdown from two businesses that have blossomed within the country’s blossoming environment.
Sector Talk /15
And of course there’s the usual news, views and regional round ups from around the world.
Ones to Watch /40
Powered by Zephyr/ Bureau van Dijk.
In this section, we shine a light on the companies to keep an eye on this month.
We hope you enjoy the issue.
60 Seconds With... /54
Mark Toon, Editor email@example.com
We catch up with some successful companies currently flourishing within their respective sectors.
Deal Diary /62 Introduced by Zephyr/ Bureau van Dijk. How to get in touch
18/ Nigeria: Remaining a Key FDI Destination 20/ Morocco: The Business Gateway to the African Continent 21/ The Changing Face of Product Liability in Spain
Our deals section this month is jam packed with the biggest and most noteworthy deals from across the globe, featuring firms such as Merrill Corp, Deloitte and Morgan Stanley.
AI welcomes news and views from its readers. Correspondence should be sent to; Address/ Acquisition International, First Floor Suite F, The Maltsters, 1-2 Wetmore Road, Burton on Trent, Staffordshire, DE14 1LS. Tel/ +44 (0) 1283 712447 Email/ firstname.lastname@example.org Website/ www.acquisition-intl.com
17/ Copperstone Capital
22/ M&A Integration: Looking Beyond the Here & Now 24/ Intellectual Property: Protecting and Realising the Value of Intangible Assets 30/ Competition & Antitrust Law: Ensuring Compliance 31/ Uganda: A Top Foreign Direct Investment Destination 32/ The Importance of Comprehensive & Timely Due Diligence 33/ Setting up a Franchise Business in the USA 34/ Objectives, Business Style, Staff and Associates 36/ Successful M&A – It’s About More Than Just Price 39/ Emerging Trends in Securities Litigation 46/ Factoring in Bribery
Find us on/
48/ Transformations in the Digital Age 50/ Solar Power is the Way Forward 53/ AI’s 2015 Q1 Review Acquisition International - August 2015 3
As Rents Rise, Vanderbilt Mortgage Highlights Benefits of Homeownership National manufactured home lender provides customers with analysis of renting vs. buying As the housing bubble burst during the Great Recession, millions of homeowners moved out of homes and into rental properties. As demand for rental housing began to skyrocket, so did the cost of renting. The country’s economic situation has improved greatly since 2008, but even as the economy recovers rent prices have remained high. In fact, the Out of Reach 2015 study by the National Low Income Housing Coalition indicates that there is a shortage of reasonably priced rental housing and rapidly rising rents have outpaced wages. “While renting provides certain benefits, the cost of rent has risen so dramatically that many people are priced out of enjoying those benefits,” said Eric Hamilton, President of Vanderbilt Mortgage and Finance, Inc. “One thing people may not realise is that sometimes owning your own home can be less expensive than renting.” There are several reasons why one might prefer to rent. Renting offers flexibility for moving, since most people typically sign leases with terms of one year. There is typically less maintenance involved, since maintenance is usually performed by the landlord. However, owning a home also has several great benefits, such as:
A typical mortgage payment consists of both interest and principal payments with the principal applied toward reducing the loan balance. Eventually those mortgage payments will result in full ownership of a home unlike rental payments which are not applied toward the purchase of a home. Flexibility, whether it’s owning a pet, making renovations or even something as simple as painting the walls, a lot of lease agreements restrict what a renter can do with and in his or her rented living space. Homeowners, on the other hand, have the freedom to change aspects of their home whenever they want. Outdoor spaces, gardens, grills, hammocks, outside pets, a tire swing in the backyard. These are all things that may not be allowed when renting. Homeowners have much more freedom when it comes to customising their outdoor living spaces to suit their family’s needs. “Homeownership provides lots of benefits in several different areas, both on emotional and financial levels,” said Hamilton. “Between the high cost of rent and restrictive lease agreements, it makes a lot of sense to own your own home in today’s housing climate.”
Ownership, when renting, 100% of the rent payment goes straight to the landlord meaning you are paying the equivalent of 100% interest to the landlord.
To Infiniti and Beyond? Infiniti has announced that an engineering student from the University of Illinois is one of five global winners of the 2015 Infiniti Performance Engineering Academy (IPEA). For one year, Infiniti will provide 22-year-old Alex Allmandinger with the opportunity to work in Formula One with the Infiniti Red Bull Racing team. After beating 11 other finalists from around the country in an intense shootout event, Allmandinger will move to Infiniti Red Bull Racing headquarters in the UK in September to begin a 12-month placement working with the four-time Formula One World Championship Infiniti Red Bull Racing team, as well as with Infiniti. Allmandinger will spend eight months working on Vehicle Design at the team’s headquarters in Milton Keynes, UK – and four months working at Infiniti’s European Technical Center in Cranfield – on road car development projects. Formula One technology is more relevant to the automotive industry than ever and will play a key role in the ongoing transfer of technical knowledge and expertise between the race team and Infiniti. The IPEA, now in its second year, is a one-of-a-kind global search for the world’s best up-and-coming engineers. For 2015, five placements were made available with one winner chosen each from Russia, Western Europe, China, Saudi Arabia and the U.S. to work in roles spanning vehicle dynamics, vehicle design, aerodynamics and electronics. “It still hasn’t sunk in, but I am incredibly excited about joining the Infiniti Performance Engineering Academy,” said Allmandinger. “It really is a dream come true, and I can’t wait to get started. It will be the best 12-month learning experience of my life.”
4 Acquisition International - August 2015
Thousands of students registered their interest in this year’s program, and after a series of interviews, 10 finalists in each region were selected to attend a regional final event where they were put through their paces in a structured assessment by a panel of judges from Infiniti and Infiniti Red Bull Racing. “The caliber of entrants this year was very high, which made for a tough selection process,” said Tommaso Volpe, global director, Infiniti Formula One. “If last year’s winners are anything to go by, it will not be long before all of them are making a significant contribution both to us and to the race team. With F1 becoming more and more relevant to the automotive industry – and an increased focus of the placements this year being on the road car development – we are training a new generation of engineers who will play a key role in the crossover between the two industries.” About Alex Allmandinger Age: 22 School: University of Illinois Hometown: Crystal Lake, Illinois Biggest positive impact in life: “My family and friends. It’s amazing being surrounded by people who want you to succeed just as badly as you do.” Most looking forward to about living/working in UK: “The opportunity to experience a new culture and a different way of life. It would be awesome to have the chance to travel through Europe as well.” Greatest strength: “To learn quickly and commit myself to the things that I am working on.”
Fourth Annual Major Purchase Consumer Study Provides Insights Across 13 Categories Even with the increasing influence of digital technology on retail habits, the in-store experience is important in all major purchase decisions, with an overwhelming majority of shoppers buying in person. Synchrony Financial, a premier consumer financial services company with 80 years of retail heritage, have released findings from its Fourth Annual Major Purchase Consumer Study, confirming that while 80% of major purchase shoppers start with online research, most tend to finish the deal inside of a store. The latest study explored attitudes about shopping and spending habits, financing, and the path to making major purchases across 13 categories including appliances, automotive service, tires and products, electronics, eyewear, fine jewellery, flooring, home improvement, furnishings, bedding and mattresses, lawn and garden, musical instruments, sewing and sports and fitness equipment. Key findings of the Fourth Annual Major Purchase Consumer Study include: The major purchase journey is getting shorter, with shoppers spending an average of 68 days researching a product (down from 80 in 2014). Digital tools continue to be an important part of the research process, empowering shoppers to navigate information and narrow options. Online purchasing of larger ticket items remained stable at 13% year over year, with the exception of consumer electronics. The in-store experience matters more than ever, with 73% conducting research during their visit and 87% of respondents purchasing in person. 64% of
all shoppers surveyed said in-store visits had a greater influence on their purchasing decision than online research. Financing continues to play a critical role in the major purchase process, with 75% of Synchrony cardholders surveyed saying they “always” seek promotional financing when making a purchase, and 89% indicating promotional financing makes larger purchases more affordable. Results show that shoppers enjoy the immediacy and interaction of in-store purchases. Shopping in-store allows them to take the product home on the same day, see and feel the product, and interact with a store associate. Some respondents noted they simply like to shop at the retailer. “These insights are a valuable reminder for retailers of the importance of the in-store experience as part of a true omni-channel strategy,” said Toni White, chief marketing officer, Synchrony Financial. “Providing an integrated and consistent experience across all channels bridges shoppers from online sources of information to visit a physical store, validate their choices, and ultimately purchase.” Shoppers continue to carefully conduct research via a number of channels prior to making their major purchase. Steps in their path to purchase include product research online and off such as store visits, consulting friends and family, exploring offers and financing, and checking online reviews. Consumers who purchase online are driven by value and availability and said they liked the ease and convenience, found better deals on the web, or bought items not stocked in the store.
The Benefits of Pushing Branded Content The sudden growth and acceleration of content marketing has enabled small businesses with limited budgets and resources to distinguish themselves in the marketplace by delivering relevant and engaging content to their target audiences. There are several key benefits of pushing out branded content including increased site traffic, brand awareness, and audience engagement. However, it seems that companies may still struggle with the content development process. Phillip Thune, CEO of Textbroker understands the difficulty of continually creating interesting and engaging content, and in his latest article provides a few ways to spruce up your branded content: 1. SOS. Consumers face daily struggles and you’ll want to ensure that your content provides helpful information, tips and advice. Thune mentions how IKEA offers tips on how to use their products as well as advice on daily struggles that their consumers may face. 2. Complex material. Thune suggests using analogies and examples when covering specialised or complicated subject matter. Presenting the information this way may spark further interest from readers and help to digest the in-depth material. 3. Community. Create a community where users feel included in the experience and they can share their stories and connect with others.
Acquisition International - August 2015 5
The Return of Inflation The key figure within the recent inflation data was not the headline of the Consumer Price Index (CPI) rate, but instead, the surprise jump in core inflation was an eye opener this time around. This figure, which strips out volatile components like food and energy, jumped sharply to 1.2%, confounding expectations for it to remain flat at 0.8%. Surprisingly, the largest contribution to the increase came from clothing and footwear, with retailers discounting far less heavily than at the same time last year. The rise in the core figure suggests that underlying inflationary pressures could be building in the economy, and is possibly the clearest indication yet that the Bank of England might have to raise interest rates sooner rather than later. Currency markets seem to agree, sterling has jumped around a cent against the dollar, and almost a cent against the euro immediately after the figures were released. Headline CPI is only 0.1%, largely driven by a factor outside of the central banks’ control, namely the oil price. Recent further falls mean that it could depress the headline rate of inflation well into next year. However, policymakers know this is ultimately a temporary factor, and as such are increasingly looking at the core measure when deciding whether higher interest rates are appropriate. These numbers will increase speculation over a rate rise later this year. It will take some time for more MPC members to be persuaded to vote for higher rates and therefore, early 2016 could be more likely. Thereafter the path of rate rises is likely to be a slow incline, and it would not be a surprise to see them stuck on 0.75% for some time.
Tots, Tweens and Teens Embracing Technology More than College-Aged Counterparts Students Head Back to Class with Technology in Tow From Tablets to Smartphones, Electronics Comprise 46% of Average Back-to-School Budgets
Students will need to find more room in backpacks for tech gadgets as they head back to school this term. According to the latest American Express Spending & Saving Tracker, parents expect to spend an average of 46% of their back-to-school budgets on electronic devices, equipping kids with the latest technology as the new school year begins. Overall back-to-school spending is up 5% since last year. With the majority of students using tech devices for learning (77% vs. 70% in 2013), it’s no surprise that laptops, as well as classroom-friendly tablets, top kids’ wish lists. The top five electronics parents intend to buy this season are:
“Smartphones and laptops are being used for more than just games and social networking, as more students and schools find ways to integrate technology into the classroom,” said David Rabkin, Senior Vice President of Consumer Lending Products at American Express. “As this trend continues, we expect consumer electronics retailers to see a lift in sales around back-to-school shopping time.” While tablets may be the new go-to for school, mum and dad understand smartphones are essential to safety and socialising, with 75% of parents who say they’ll purchase a mobile phone for their child this year opting for a smartphone (vs. 69% in 2013).
Laptop computer (21% vs. 25% in 2013) Tablet (20% vs. 15% in 2013) Scientific calculator (17% vs. 18% in 2013) Mobile phone (13%, on par with 2013) Printer (12% vs 13% in 2013)
Acquisition International - August 2015 7
Former President and CEO of Kennecott Corporation and Rio Tinto Executive, Bobby Cooper to Lead Standard Metals Processing, Inc. As CEO Sharon Ullman, former CEO said, “I am pleased that Bobby has accepted the position of CEO and look forward to working with him in the future. We are confident that his leadership and experience will benefit our shareholders and create value for the years to come. As we implement our strategy of providing junior and mid-size mining firms royalty/ streaming financing, toll milling and management expertise, Standard will be uniquely positioned to take advantage of the current market dislocation in the mining sector.” “I am very pleased to accept the role of Chief Executive Officer,” said Bobby Cooper. “I look forward to building the Company’s business with my colleagues John Ryan and Tom Loucks. Together, we hope to offer a world class solution for mid-market mining companies. We believe we can enhance the Company’s core business
model of mineral processing by adding the capability of royalty or metal streaming financing. The limited access to financing and processing currently available to independent, junior, and mid-size miners has created a significant business opportunity for Standard,” said Bobby Cooper, CEO of Standard Metals Processing, Inc. Mr. Cooper is a seasoned mining industry executive with more than 40 years of diversified multi-site, multi-product mining industry experience. From 1993 to 1997, Mr. Cooper served as President of Kennecott Corporation, a wholly-owned subsidiary of Rio Tinto Group, a leading mining company. During his tenure at Kennecott, Mr. Cooper was responsible for the construction and operations of numerous active mines in North America including the operations at the Bingham Canyon Mine in Utah.
Mr. Cooper has also served as Chairman and Director of U.S. Silver, a silver producer located in Wallace, Idaho. In addition, he served as Chairman and Director of High Plains Uranium, a uranium exploration and production company, as director and CEO of Platinum Diversified Mining, a Special Purpose Acquisition Company (“SPAC”) listed on the London AIM, as director and Audit Committee Chair of Western Prospector, a Canadian based uranium company with mining properties in Mongolia, and as director and CEO of Ancash Mining, a private Peruvian poly-metallic project located in the Peruvian Andes. He obtained a Bachelor of Arts degree in Business Administration from Arizona State University in 1972 and subsequently carried out graduate work in Industrial Technology and Mineral Economics.
Jay Dweck, Others Join Arxis Capital's Management Team Arxis Capital Group LLC is pleased to announce significant additions to its management team, with three key appointments: Jay Dweck, Partner in New York, Rajesh Darak, Managing Director in Hong Kong, and Jia Jia Zhang, Director in New York.
Jia Jia Zhang has joined as senior quantitative researcher from a similar position at Bank of America Merrill Lynch. Prior to Bank of America Merrill Lynch, Jia Jia was a quantitative trader at Citadel Securities.
Jay Dweck has joined Arxis as Chief Technology Officer and Head of Rates and Currency Trading. Jay was previously a Managing Director at Morgan Stanley where he was Head of Strategies & Technology of Institutional Securities. Jay also served as member of the Morgan Stanley Management Committee. Prior to joining Morgan Stanley, Jay was a Partner and Managing Director at Goldman Sachs and head of Core Strategies, and then Equities Strategies for the Global Strategies Group.
Rich Reppeto, an Equity Research Principal specializing in eBrokerage, Execution Venues and eSpeciality Finance Sectors at Sandler O’Neil and Partners commented: “The electronification of the securities industry is a continuing, inescapable trend. I was deeply impressed by the Arxis management team, its technology and its ability to play a play a significant role in providing liquidity electronically to global financial markets.”
Rajesh Darak has joined Arxis as Head of Technology, Asia. Rajesh was previously Managing Director and Asia Head of Equities Technology at Bank of America Merrill Lynch. He was also Managing Director and Asia Head of One Delta Equities Technology at Goldman Sachs. 8 Acquisition International - August 2015
Additionally, Tom Joyce, Arxis’s Executive Chairman, said: “These are just the first superb additions of talent we expect to make over the next six months. We will aggressively double the staffing of the firm before year end.”
Gene Reilly, Chief Executive Officer of Arxis, said: “We are delighted to be have Jay Dweck joining the team. We believe this represents a strong validation of our business model as a global electronic marketmaking firm. We are committed to building out our team, and expect that Jay will hire additional world class technologists over the coming months.”
ABILITY Network Names Mark A. Pulido Chairman & CEO ABILITY Network, a leading healthcare information technology company, has announced that Mark Briggs is retiring from his position as Chief Executive Officer. After an extensive search, the ABILITY Board of Directors elected Mark A. Pulido as the new CEO, effective August 31. Pulido continues in his role as Chairman of the Board and first joined the ABILITY Board of Directors in 2011. “I am absolutely thrilled to become the next CEO of ABILITY,” said Pulido. “We have an innovative platform, a tremendous leadership team that has delivered strong year-over-year growth, and an exciting future.” Pulido is a nationally recognised expert with over three decades of leadership experience in healthcare. During the last decade, he focused on private equity and investing initiatives as an Industry Executive at Freeman Spogli & Company and served on the boards of a number of portfolio companies. “Mark Pulido has been an influential and significant leader in the healthcare industry, closely connected
with ABILITY for many years. He’s a great fit for a high-growth company that is focused on innovation in healthcare. The Board is pleased he has accepted the position to lead ABILITY as the company continues its growth trajectory,” said Darren Black, member of the ABILITY Board of Directors and Managing Director at Summit Partners. Briggs, who is retiring to spend more time with his family, also welcomed Pulido as his successor. “All of us at ABILITY are thrilled to welcome Mark as the company continues its incredible growth forward. Having worked with Mark these past few years, I can think of no better leader for this next phase of ABILITY’s journey and am so pleased with how this transition has gracefully occurred,” noted Briggs, who will continue to be a Director on the ABILITY Board. Previously Pulido was the Chairman of BenefitPoint, Inc., a venture capital-backed employee benefits technology company, where he also served as its President and Chief Executive Officer. Pulido served as President and CEO of McKesson Corporation, a Fortune 15 healthcare services and information technology company. He also
served as President and Chief Executive Officer of Novartis Pharmaceuticals Corporation, USA (formerly Sandoz), a research-based pharmaceutical manufacturer, and Red Line Healthcare Corporation, a specialty long-term care distribution and medical billing company. He also served on the Board of Directors of Quidel Corporation, a provider of diagnostic testing solutions; Sunrise Medical Inc., a medical equipment manufacturer; Smile Brands Group, a dental practice management company; Charles Schwab Corporation, a financial services company; and Imation Corporation, a technology company. Pulido has also been active in community service, including as a past president of the Board of Trustees of The Bishop’s School, an independent college preparatory school in La Jolla, California, and as a past trustee of Boys & Girls Clubs of America and the Sanford-Burnham Institute for Medical Research.
Arsanis Appoints Rene Russo to Executive Team; Strengthens Board of Directors with Industry Veterans Amy Schulman and Dan Burgess Arsanis, Inc., a development-stage biopharmaceutical company focused on monoclonal antibody therapeutics for severe infectious diseases, have announced the appointment of Rene Russo, PharmD, BCPS as Chief Development Officer. Dr. Russo, most recently Vice President, Global Medical Affairs at Cubist Pharmaceuticals (acquired by Merck in 2015), will be a member of the Arsanis executive team and will provide strategic planning and leadership for the clinical development of ASN100, Arsanis’ lead program for the prevention and treatment of severe Staphylococcus aureus infections, and other pipeline product candidates. Dr. Russo joins Arsanis following a distinguished career marked by more than 15 years’ experience in the field of anti-bacterial drug development, including more than 10 years in senior clinical positions at Cubist. Throughout her career she has www.acquisition-intl.com
managed all phases of drug development, from the establishment of human proof-of-concept through product approval and commercialization, including late-stage research and life cycle management. Over the course of her career, Dr. Russo was directly involved in the development of over 10 anti-infective agents as well as global commercial product launches for 5 novel antibacterial agents. “Rene’s extensive background in all phases of clinical development will be critical in our ongoing efforts to define Arsanis as a leader in the development of novel anti-infectives,” said Eszter Nagy, M.D., Ph.D., Co-Founder, President and Chief Scientific Officer of Arsanis. “Her recent experience with several globally approved anti-bacterials to treat serious and life threatening infections is distinguished by her unique ability to apply novel strategies in key markets around the world. Rene
will build and lead a Boston-based global clinical development team and greatly strengthen the management team in further growing Arsanis.” “As drug-resistant bacteria continue to proliferate around the globe, novel strategies will be required to combat these serious and life-threatening infections,” said Rene Russo. “Arsanis’ approach to precision therapies finds ways to target specific pathogenic bacteria while preserving the host microbiome and limiting bacterial resistance. The company is on the cutting-edge of developing such novel approaches to combat this global threat, and I am pleased to join Eszter and her team at Arsanis.”
Acquisition International - August 2015 9
Barwood Capital Appoints Andrew Barlow Barwood Capital, a leading UK real estate asset and investment manager, has recently appointed Andrew Barlow as director, with responsibility for sourcing and managing new investments alongside Ed Henson for the Barwood Property Fund 2015 and contributing to future fund and corporate strategy. Andrew is a chartered surveyor with more than 20 years’ business and real estate experience in property investment, asset management and development across the UK. Most recently at MEPC, he was responsible for the in-house strategy, asset management and development of large mixed-use business parks. With previous director level roles at King Sturge and ING Real Estate, Andrew has been involved in investment transactions on behalf of clients and funds totalling more than £2 billion.
Andrew Barlow, director, Barwood Capital added: “I am delighted to have joined a company of Barwood Capital’s reputation and track record which has a great team of high calibre professionals and is at an exciting time in its growth. We have significant capital to invest in the regional commercial and residential markets with flexibility as to how we structure the deals. I am excited to bring my industry knowledge and experience to help secure new investments and deliver excellent returns for Barwood’s investors.”
Joanna Greenslade, managing director, Barwood Capital said: “Andrew’s appointment is key to our growth strategy and coincides with the close of our 2015 Fund. Andrew has demonstrated with his broad experience and skills that he is very much aligned to Barwood Capitals’ core values of creativity, integrity and professionalism. His appointment will enable us to strengthen and accelerate the investment of our new regional commercial property fund. We welcome Andrew to the team and very much look forward to working with him.”
Bruker Names Mr. John Ornell to Board of Directors Bruker Corporation has announced the appointment of Mr. John Ornell to its Board of Directors, effective August 19, 2015. Mr. Ornell will serve for an initial term expiring at the Company’s 2016 Annual Meeting of Stockholders. Mr. Ornell was also appointed to serve as a member of the Board’s Audit Committee. Mr. Ornell recently retired from Waters Corporation, where he served as Chief Financial Officer from 2001 to 2013. During this time at Waters, he was also responsible for information technology, investor relations and the TA Instruments Division. Mr. Ornell joined Waters in 1994 and served in a variety of operational and financial leadership roles before assuming the position of Chief Financial Officer. During 2014, Mr. Ornell continued to serve Waters on a part-time, transitional basis.
“I am pleased to join the Board of Directors of Bruker Corporation, given its impressive track record of product innovation and technology leadership within the scientific instruments industry. I look forward to assisting Bruker and its management team in their ongoing operational improvement efforts to drive enhanced operating margins,” said Mr. Ornell. Frank Laukien, Bruker’s President and CEO, commented, “John Ornell is another outstanding addition to Bruker’s Board of Directors. His excellent track record in our industry, and John’s broad experience in operational finance, systems implementation, international operations, tax planning and as CFO of a very successful company will enable John to provide further momentum to our transformation and to shareholder value creation at Bruker.”
Prior to joining Waters, Mr. Ornell progressed through a series of roles of increasing responsibility at a number of multinational corporations, primarily in operational finance functions. Mr. Ornell holds a Master of Business Administration degree from Southern New Hampshire University.
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Chris Hackney Dives in as Chief Operating Officer at Insightpool Insightpool, The Social Relationship Intelligence Platform, has announced the addition of leading industry executive Chris Hackney as Chief Operating Officer. Hackney brings a wealth of strategic leadership and experience in social platforms, digital advertising and consumer marketing to Insightpool from his previous executive roles at Oracle, Vitrue, WebMD and Coca-Cola, and as such will play an integral role in the continuing growth of the company. In his new role, Hackney will have overall responsibility for Insightpool’s operations and continued business growth. “Insightpool is growing faster than ever, and adding someone of Chris’ caliber is very exciting as our company continues to scale,” says Devon Wijesinghe, Insightpool CEO. “I look forward to working with him to drive the business to the next level.”
Hackney will join Insightpool from Oracle where he led Oracle’s Cloud Customer Success groups as Vice President of Customer Success. Within that role Hackney built Oracle’s Cloud customer teams for CRM, ERP, CPQ and Social and established many of Oracle’s initial Cloud customer programs. Previously, Hackney was on the executive team at Vitrue and led its strategy and customer teams until its acquisition by Oracle. Earlier in his career he also managed WebMD’s transition to a digital health and wellness leader and served as Brand Manager for the Coca-Cola Trademark Brands. Hackney received his education from Duke University for his MBA and Washington University for his BSBA.
“The intersection of Word of Mouth Marketing and Cloud technology is one of the most dynamic areas in marketing today,” says Hackney. “Insightpool has quickly established itself as the leader in this space and I’m excited to be joining a team who is truly revolutionizing how consumer relationships are cultivated and amplified.”
Fitzgerald & Co Atlanta Expands Leadership Team As New CEO Matt Woehrmann Continues Hiring, Promotions Fitzgerald & Co has announced that Wes Whitener and Mitch Bennett have been promoted to the post of executive creative director. Previously, as group creative directors, they produced many of the agency’s most awarded and recognized campaigns in recent years.
past five years, including for Coca-Cola, Mellow Mushroom, Pergo and Synovus. “Wes and Mitch are one of the great modern creative teams in advertising, and we are thrilled to be able to move them up and ask them to help me lead the agency’s work to the next level,” says Noel Cottrell, chief creative officer.
The agency also announced that Liza Ramos, formerly of Droga5 in New York, is joining the agency as Chief Talent Officer, and Mike McGarry, previously at VICE Media, is joining as business lead on the agency’s dedicated Coca-Cola creative unit, Fitzco//McCann.
Over the past decade, Whitener has created work for Coca-Cola, AT&T, Sony, Audi, Southwest Air, LL Bean and Adult Swim. He was singled out by Twitter as an example of an ideal Twitter content provider. Before Fitzgerald & Co, Whitener was with McKinney and GSD&M. Bennett has held creative posts at Crispin Porter, GSD&M, McKinney and BBDO New York, working on Microsoft Windows, Bing, Facebook, AT&T, Travelocity and Pepsi.
These four new appointments follow Fitzgerald & Co’s hiring last month of David Matathia as the Atlanta agency’s Chief Strategy Officer, and represent CEO Matt Woehrmann’s first major talent moves since he succeeded Dave Fitzgerald, the agency founder now serving as chairman, in June. Whitener and Bennett are responsible for many of the agency’s most nationally lauded work over the www.acquisition-intl.com
“Fitzgerald’s strength is built on the mix of the great talent we have here, such as Wes and Mitch, and the terrific people we are attracting to come join us in Atlanta,” said Woehrmann. “Liza, who has broad background in the talent area, will lead the charge in helping us to recruit and develop the best people
in the industry. Mike has an amazing depth of experience in the connections between pop culture and marketing, which is becoming more important every day.” As content provider, VICE Media, McGarry led global initiatives for brands such as AB-InBev that focused on connecting with millennials through the passion points of sports and music. Earlier he had a similar role at Mekanism, and previously worked at twofifteenmccann on Xbox, at Heat, leading their EA Sports business, and at Signatures Network (now Live Nation) working on branding programs for major music properties. Prior to her position at Droga5 in New York, Ramos worked in human resources and talent recruitment, including posts at Chanel and Ogilvy New York. David Matathia, who joined last month, most recently served as Director of Marketing Communications for Hyundai Motor America and, prior to that, as Senior VP and Chief Strategist at GSD&M Advertising. Acquisition International - August 2015 11
New Capital Hires Specialist UK Equity Fund Manager New Capital appoints specialist UK equity fund manager John Leahy to strengthen its pan European and global equity franchise. New Capital, a subsidiary of EFG Asset Management, an international provider of actively managed investment solutions has recruited specialist UK equity fund manager John Leahy. Based in London, John will be responsible for UK equities and will manage a dedicated UK equity fund to complement the New Capital fund range. Prior to joining New Capital, John was at Hermes Investment Management where he ran UK smaller company strategies for 14 years, including the Hermes UK Small and Mid Cap UCITS fund. He joined the firm as an analyst in 1998, having previously worked at London-based group G. Ullman Fund Management as a US equity portfolio manager. John has over 20 years of investment experience and holds a BSc and MA in Economics from Warwick University. New Capital is a specialist investment house, with high-conviction strategies designed to produce longterm outperformance for clients. The firm recently
launched the New Capital Global Equity Conviction Fund in May 2015, which marks the tenth UCITS fund in the New Capital range. New Capital’s AUM currently stands at $2.5bn as at end June 2015. - Moz Afzal, CIO, EFG Asset Management: “We are very pleased to have an experienced portfolio manager of John’s calibre and proven track record join New Capital. His appointment will be instrumental in helping us further develop our pan European and global equity franchise.” - On his new role, John Leahy: “Launching a focused UK equity fund for the New Capital fund family is an excellent opportunity for me to leverage my expertise to benefit New Capital’s clients seeking specialist investment opportunities in the UK. I am delighted to be part of the team.” About New Capital New Capital is a specialist investment house, with high-conviction funds designed to produce long-term outperformance for clients. New Capital is a brand of EFG Asset Management, the investment arm of global private banking group EFG International.
Start-up Expert Eliezer Lombrozo Joins Ciphrex Board of Advisors Ciphrex, a leading cryptocurrency and blockchain technology company, has announced that start up expert, Eliezer Lombrozo has joined its Board of Advisors. The former IBM technologist, who in the last four decades has built several successful companies from the ground up, brings to the high-tech start-up extensive experience in product development, quality assurance, logistics and operations. “Eliezer brings with him the broad business perspective of an experienced and successful entrepreneur, making him an extremely valuable addition to the company’s leadership team as our business strategy advisor,” said Marisa Vallbona, chief communications officer of Ciphrex. “He has an impressive scope of talent and experience.”
space, and is an expert in operational efficiency. He also has devised and implemented state of the art information technology systems. “The cryptocurrency space is in its infancy with exponential potential for growth and I’m thrilled to be part of it,” said Eliezer Lombrozo. “Ciphrex’s founders complement each other perfectly to make an excellent team and have already invested a significant amount of time and resources developing fundamental tools that may prove to be essential to the success of this emerging technology.”
As a graduate of MIT, Lombrozo worked at IBM as a systems design engineer and later founded, and co-founded numerous businesses. He is a handson executive that has been actively involved in all aspects of business. In particular, he has designed highly automated manufacturing plants and product distribution centers in the consumer electronics
12 Acquisition International - August 2015
Taaneh™ Announces Appointments of Sol Gruner, Ph.D., as Chief Technology Officer and Laura Coruzzi, Ph.D., to the Board of Directors Taaneh, Inc., developer of authentication systems based on the use of diamond micro particles, has announced the appointments of Sol Gruner, Ph.D., as chief technology officer, and Laura Coruzzi, Ph.D., to the company’s board of directors. Dr. Gruner currently serves as the John L. Wetherill Professor of Physics at Cornell University. For 17 years, Dr. Gruner was the director of the Cornell High Energy Synchrotron Source, where he was responsible for administering its multi-million dollar annual budget and meeting nationally mandated research goals. He was also previously named as a fellow at both the American Physical Society and the American Association for the Advancement of Science, and has been elected to the prestigious American Academy of Arts and Science. In his role at Taaneh, Dr. Gruner will help advance the commercial and scientific strategies for the company’s technology
platform and services based on the use of diamond microparticles in product authentication. Dr. Coruzzi is a leading expert in patent law who has helped protect emerging technologies for close to thirty years. She has been listed among Managing Intellectual Property’s top 10 best life science litigators, and as one of the nation’s top attorneys by Chambers Global. As a board member, Dr. Coruzzi will help protect Taaneh’s intellectual property and provide counsel and corporate guidance. “With these new appointments, we have added two highly regarded experts in their respective fields to our team,” said Andrew Janoff, Ph.D., Taaneh’s chief executive officer. “We are excited to have Drs. Gruner and Coruzzi at Taaneh, as their contributions will be instrumental in maximizing the potential of our technology and further growing our business.”
The Standard Appoints New Retirement Plan Consultant The Standard announces the appointment of a new retirement plan consultant for its West Sales Region. Joel Mee will support advisors in Orange, San Diego, San Bernardino and Riverside counties in Southern California. He will also cover Arizona, New Mexico and Las Vegas, Nevada. He will be based in The Standard’s Irvine, California sales office.
with a Bachelor of Science degree in business. He currently holds the FINRA Series 6, 63 and 65 securities licenses. He has also attained the Certified Pension Consultant, Qualified Plan Financial Consultant, Qualified Pension Administrator and Qualified 401(k) Administrator designations.
Mee has worked in the financial services and retirement plans industries for more than 25 years. For the past several years he has held various sales management roles within the Standard’s Retirement Plans Division, including, most recently, Director of Business Development. “With his expertise in retirement plan sales strategy, advisor practice management, marketing and communications, Joel will enhance the service and support we’re able to provide to our advisors in the region,” said Rob Baumgarten, regional sales director for The Standard’s West Sales Region. “We are thrilled to have him join our West Sales Team.” Mee graduated from Montana State University
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Healthcare The healthcare industry started 2015 fairly well as aggregate deal value increased marginally on the second half of 2014. By contrast, volume declined over the six months, albeit only by a small amount. The result compares less well with the first half of 2014 as both volume and value dropped year-on-year. Between January and the end of June some 600 deals worth a combined USD 22,279 million were announced in the healthcare sector, according to Zephyr, the M&A database published by Bureau van Dijk. In terms of value this represents a 1 per cent increase on the USD 22,146 million invested in the second half of last year, while volume dropped 3 per cent from 617 over the same timeframe. Year-on-year the decrease was more marked as volume and value declined 7 per cent and 15 per cent, respectively, compared to the 644 deals worth USD 26,108 million in H1 2014. Despite the fact that no significant improvements were recorded in H1 2015, there is still plenty to be optimistic about as results have not dropped anywhere near the lows recorded between 2008 and 2013. During that time value plumbed significant depths, reaching a low of USD 4,457 million in the first half of 2009. Aside from H1 2011, which proved to be an unusually high-performing period, the most valuable six month segment was the first half of 2013, when USD 16,184 million was invested in the healthcare industry. Rather than increased deal volume, individual deal values are often the marker of how well a period will perform in relation to those preceding it.
Number and Aggregate Value (mil USD) of Healthcare Deals Globally: 2006-2015 YTD (as at 31 July 2015) Deal half yearly value Number (Announced date) of deals
Aggregate deal value (mil USD)
Although there have been a number of significant healthcare deals signed off in 2015 to date, the year’s largest so far actually occurred in July, meaning it is not counted in the results for H1 2015. That transaction is a USD 6,800 million acquisition of US-headquartered medical health plans player Health Net by Centene. The most valuable deal of H1 2015 is a USD 3,222 million purchase of USPI Group Holdings, which offers ambulatory surgical services, by a newco formed by Tenet Healthcare. The consideration for the deal, which was announced in March, is to be in the form of cash and shares and includes the assumption of debts to the value of USD 1,500 million. Another significant deal signed off in the first half of the year involved German medical laboratory firm synlab, which is being taken over by private equity investor Cinven for USD 2,018 million. Others targeted include US-based Air Medical Group Holdings, Chinese firm Meinian Onehealth Healthcare, CSH Master Care USA and South Africaheadquartered Mediclinic International. Considering that six of 2015’s top ten transactions to date have US targets, including the two largest, it is not surprising to observe that North America has received the most investment by some distance
in terms of target regions for the year so far. The region has been targeted in deals worth USD 17,952 million, which brings it within reach of the USD 21,497 million invested there in the whole of 2014. This is notable given that we are only seven months into the year. North America was some way ahead of second-placed Western Europe, which has notched up USD 7,872 million in 2015 so far, followed by the Far East and Central Asia in third with USD 3,386 million. In terms of deal volume, Western Europe actually led the way with 232 transactions, compared to second-placed North America’s 206, again highlighting the difference a single high-value deal can make to a region or industry’s overall result. The Far East and Central Asia also came third by volume with 109. To sum up, the healthcare industry performed fairly well in the first half of 2015, although did not break any records. Nevertheless, many will be happy to see a degree of stability return to the markets as the last few six monthly periods have been notable for the lack of any extreme fluctuations in aggregate deal value.
Number and Aggregate Value (Mil USD) of Healthcare Deals Globally by Deal Type: 2006-2015 to date (as at 31 July 2015) Deal type
Number of deals
Aggregate deal value (mil USD)
Institutional buy-out Minority stake Capital increase Management buy-out
486 2,276 634 52
114,722 46,732 22,362 1,841
MBI / MBO
Aggregate Value (mil USD) of Healthcare Deals by Region: 2006 - 2015 YTD (as at 31 July 2015) World region (target) North America
Western Europe Far East and Central Asia Oceania Africa
5,914 3,966 3,651 189
5,303 2,235 1,623 57
4,595 1,439 2,064 743
11,003 2,053 3,041 43
16,611 5,302 3,677 500
7,872 3,386 1,110 837
South and Central America Middle East Eastern Europe
299 73 18
2,111 1,116 198
518 284 57
1,199 50 693
151 160 348
799 336 52
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0800 054 2366
Copperstone Capital Copperstone Capital is an investment management firm founded in 2010 in Moscow by David Amaryan.
The firm was founded by David Amaryan and Vardan Amaryan and for several years the company has been managing private and pooled foreign accounts of its clients and in 2012 has successfully launched its flagship Copperstone Alpha Fund. Since its launch, the Fund has had a solid performance track record and established an impeccable reputation of highest integrity, trustworthiness and transparency. As a recognition of this Copperstone Alpha Fund received “The Best Russian Hedge Fund Award (since inception)” in 2015. David Amaryan, Managing Partner & Chief Investment Officer is responsible for the investments management process of the Fund and day to day operations of the Investment Manager. He has over 15 years of investment experience. Copperstone Capital manages wealth for high net worth individuals and institutions and provides advisory services. Copperstone brings together a unique combination of international asset management expertise, highly professional team with proven investment capabilities and extensive knowledge of Russian business environment. We assist our clients in following areas: • Investment management • Personal Net-Worth Management • Advisory Services Here is how David Amaryan comments on Copperstone Capital achievements: In our investment activities we generally seek a broader mandate with little restriction to a particular region or asset class. And though our main focus is equity investments in Russia and the CIS, it allows us to be much more flexible, looking for value in various markets around the world. This advantage becomes critical during prolonged periods of distressed economic conditions, similar to what we’ve managed to observe last year in our country. In this particular case, it allowed us not only to timely switch our investment focus to Global markets and avoid major losses, but also to considerably outperform our Russian peers. This helps the Fund to become one of the best performing funds in Russia in 2014. The fund’s performance is a result of thorough analysis with careful and consistent risk controls. We strive to provide the best possible risk-adjusted return by exploiting our proprietary asset valuation models in line with a pro-active portfolio management approach. As we are not part of any large financial group, we are much better suited to make precise and objective investment decisions.
Russian financial market is constantly evolving and we hope that in the nearest future it will start to occupy an increasingly prominent place in the portfolios of most global and international investors. However, in order to successfully operate in the Russian market, its peculiar features and weaknesses should always be taken into consideration, while making most of the business and investment decisions. Additionally, Russian capital markets still face a number of artificial obstacles – largely the consequence of government interventions. Other well-known factors include: • Excessive policy volatility and instability of the legal regime • Swollen bureaucracy and inefficient legal framework • Barriers to foreign entry • In many fields counter-productive tax laws, including excessive taxation of foreign residents • Weak tax incentives for individuals to save for retirement We have big plans for the nearest future. As we are constantly seeing more and more international investors ready to share our investment philosophy and excited to get better acquainted with our business approach, we are currently actively working on opening our offices in London and New York. That will also be a major step to becoming a truly global hedge fund. We are planning to launch a fixed income fund and a distressed Russian debt fund specially tailored for investors with low –to-moderate risk appetites. Hedge funds have been formally authorised for qualified investors in Russia since 2008. However, Russian legislation has very slow developments in this field and therefore most of the Russian hedge funds tend to operate as a more active alternative to mutual funds. That is the main reason why the financial performance of majority of Russian hedge funds tends to strongly correlate with the market developments.
Company: Copperstone Capital Name: David Amaryan Email: email@example.com Web Address: www.copperstonecapital.com Address: Russia, Moscow, 115035, Sadovnicheskaya St., h.16, bld. Telephone: +7 (495) 988 00 10
The ability to de-correlate the fund performance from the broad market recessions, while continuing to find investment opportunities in most of the economic sectors and always stay 100% transparent for all partners and investors we consider as our biggest challenge and, at the end, an advantage from the very first day of the company.
Despite the extremely turbulent conditions last year
Acquisition International - August 2015 17
Gracefield Solicitors & Advocates Company: Gracefield Solicitors & Advocates Name: Toyin Ogunbambi Email: firstname.lastname@example.org Telephone: +234 1 8782809, 7226281
Nigeria: Remaining a Key FDI Destination Gracefield Solicitors & Advocates is a relatively growing practice meeting various demands from clients as at, and when required. Our practice so far, with due respect has not in any form lost a matter in any of the law courts in Nigeria. Other Legal engagements outside the country have also been successful. We feel good to state that our practice has both corporate and individual clients. Our practice is furnished with adequate relevant law books and other Necessary documents.
We place emphasis on personal contact with our clients in order to appreciate their full requirements. Please note that our clients success is our growth, and it is our wish that the success of our clients grow beyond the sky.
We engage actively in contentious and noncontentious matters, environment law, and corporate commercial law practice in particular.
Furthermore, our staff are dynamic, mature professionals, well-versed in their respective fields, and result oriented.
Our contemporary legal services meet the exerting demands of the present modern business and the millennium.
It is our goal to obtain justice for, and give contemporary corporate legal services to all our clients.
Since our inception, our firm has enjoyed great success and has continued to grow. We have represented a large number of clients within the scope of our area of legal practice. The mission of our firm is to provide our clients with the highest level of personal and professional service for their legal needs. Please contact us to discuss any specific situation to see how we may be able to assist in reaching a resolution. The mission of our firm is to provide our clients with the highest level of personal and professional service for their legal needs. Please contact us to discuss any specific situation to see how we may be able to assist in reaching a resolution. Our fields of practice include: • Corporate Practice - preparation, drafting and vetting of mortgage agreements. • Properties • Debt Recovery • Commercial Litigation • Environmental Law • Admiralty / Maritime Law • Oil and Gas - preparation, drafting and vetting of MOU’s and JVA’s. • Searches - Corporate and Land Searches • Tax and Securities • Intellectual Property • Criminal Matters Our success so far has been hinged on a thorough understanding of the needs of our clients business, prevailing market forces, hard work coupled with detailed knowledge of the complexities of law as it stands today.
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Principal’s profile Mrs. Abiodun Oluwatoyin Ogunbambi received her LL.B (Hons) at the Nigerian premier university, the University of Ibadan, her B.L at the Nigerian Law School, Victoria Island, Lagos, and her L.L.M at the Lagos State University. Mrs. Ogunbambi did her compulsory National Youth Service (NYSC) with the Nigeria Federal Ministry of Justice where she was one of the Junior Attorneys in the prosecution and trial of some public officers. She began her career with the firm of Dapo Durotimi Etti as a Legal Practitioner. She later proceeded to Nigeria Ports Authority (Container Terminal) Lily Pond, Ijora; where she spearheaded the setting-up of the Legal Department and later went on to become the pioneering Head as the Port Legal Adviser. Having practised law for a while, Mrs. Abiodun Oluwatoyin Ogunbambi ventured into private corporate practice in 1991 by setting-up Toyin Ogunbambi and Co. This name metamorphosis to Gracefield Solicitors and Advocates to pave way for expansion. The law firm has grown steadily over years with offices in Abuja and Lagos, including Gracefield Properties UK Limited (duly registered) in the United Kingdom. She however has been a legal practitioner for a span of over two decades. She is a member of the Nigerian Bar Association (NBA), the International Bar Association (IBA), and a life member of FIDA. On a private note, Mrs. Toyin Ogunbambi is a committed Christian with four Christian albums credited to her name; and a humanitarian with her focus on the motherless babies at the Majidun Rehabilitation Centre, Ikorodu Lagos. www.acquisition-intl.com
Nigeria: Remaining a Key FDI Destination
Company: Prime Solicitors Email: email@example.com Web: www.primesolicitors.com Address: 9, Ring Road, Beside Vitas Bakery, Ibadan P.O.Box 2177, Dugbe Ibadan, Oyo State Nigeria Telephone: +234-(0)2-2317232
Although there has been depreciation in the value of the Naira over the past few years, the Nigerian economy still remains attractive for foreign investments. Many businesses here are still thriving and investors are still keen to work and make deals within the region. One business that is booming within Nigeria at the present time is Prime Solicitors. Prime Solicitors is one of the most recognised commercial law firms in Nigeria. Established in 1996 as a professional law practice partnership, the firm has grown rapidly in size and clientele. The business is boosted by its specialised services that they provide their numerous clients with, both within and outside Nigeria. They offer fully integrated legal services and are one of the few firms offering specialised private client services. Operating out of two Nigerian offices in Ibadan and Abuja with a representative office in Lagos, and in cooperation with their affiliated international firms in major jurisdictions of the world, Prime Solicitors are available wherever their services are needed. Prime Solicitors are a firm of Barristers and Solicitors who offer a wide and diversified range of legal services. Some of these services include Commercial Litigation, Contract negotiations, Arbitration and Mediation, Consultancy, and Advisory services covering a wide area of practice. Their dynamism, expertise, dedication, and innovative approach enables the firm to cater to their clientsâ€™ needs and distinguishes Prime Solicitors as the desired professionals to work with. Prime Solicitors is gaining particular recognition in Nigeria for its contribution towards attracting foreign investments into the country through its international practice and network. Members of the firm have vast experience and ingenious creativity in our practice areas, for which they are regularly consulted by investors, attorneys, corporations and institutions and government agencies within and outside the country. Prime Solicitors clientâ€™s include International and Local investors, Finance Institutions, Multinational Corporations, Intellectual Property Owners and Attorneys, Government corporations, Oil,
Gas, Engineering, Marketing and Construction companies, as well as computer software development companies. The firm presently in cooperation with law firms in the United States, the United Kingdom, Italy, Columbia, Austria, India and South Africa, currently consisting of 3 partners, 6 associates and 2 consultants. Their imminent merger with another boutique commercial law firm will however take the firm size to 5 partners 10 associates and 2 consultants, with four national offices in Ibadan, Lagos, Port Harcourt and Abuja. Company Vision As we build a truly professional, diversified and specialised law practice offering state of the art, and creative solutions to the business problems of our ever increasing clientele, it is our vision to have offices, and/or affiliated offices on all the continents of the world as well as establish offices in the major economic regions of Africa. Towards this our firm is constantly discussing with reputable firms in Europe, The Americas, and Asia with a view to having cooperation with such firms to assist in our services to some of our clients with overseas investments and vice-versa. Our members are being registered for the qualification examinations for admission to the Bar in other jurisdictions, to broaden our jurisdictional scope and make our services more readily available to our clientsâ€™ growing international businesses. Continuing legal Education at all levels is greatly encouraged and sponsored by the firm for the development of our practice and to keep abreast of developments in various practice areas. This we do, by sponsoring and encouraging our lawyers to attend and participate in various national and International conferences, and even pursue graduate studies, in specialised areas. Acquisition International - August 2015 19
Morocco: The Business Gateway for the African Continent
Bakkali Law Firm
Company: Bakkali Law Firm Name: Mr Abdellah Bakkali Email: adbellah@bakkalilaw firm.com Web Address: www.bakkalilawfirm.com Address: 11 Khalid Ibn Oualid Tangier 90010 Morocco Tel: 00212539370950 & 00212359932778 Tel (24 hours): 00212661170880 Fax: 00212539935581
Morocco: The Business Gateway to the African Continent Bakkali Law Firm is one of the oldest and most established law firms in Morocco. With a history spanning over 70 years, the firm has always been known for its commercial and corporate work. In recent years, Morocco has been extremely successful in attracting a consistent flow of foreign capital to the country. But how has this been achieved? We caught up with Chief Executive Officer, Abdellah Bakkali to find out…
“Over the past decade Morocco has focused on developing human capital and a labour force capable of working on major industrial projects,” says Abdellah. “In recent years, successive governments have implemented strategies in building a successful business environment capable of attracting foreign investments and developing internal market economy. These strategies are culminated in putting in place infrastructure that facilitates and allows businesses to produce goods at low costs thus providing an added competitive advantage when exporting abroad”. The economy is growing quickly in Morocco, as are the housing, health and education sectors. However the number of products currently being imported is a cause for concern. Developing products in Morocco to lessen the need for importing large quantities is something Abdellah is keen to see in the near future. “Every challenge is a business opportunity,” he says. “Morocco is still importing a large volume of goods and the challenge is to ensure that these goods are produced within the country. Morocco is now producing its own trains but whilst the gap is reducing, the demand for goods is changing.” Being just one of several law firms in Morocco, Abdellah believes the firm should always be one step ahead of their competitors in order to thrive as a company. In addition he takes the view that forming a strong team, possessing the correct levels and areas of expertise will mean that the firm are always the go-to people for legal matters.
our clients. In every instruction or assignment, we endeavour to make available to our clients the best team that money can buy. Our lawyers are experts in their field with a varied background and many years of experience”. Law firms, like any other business, are always looking to improve, but what is it like to work in the industry at the present time? “It is very competitive as there is always someone who would try to copy what we do. However, in our business model, we believe in spending time in understanding our clients’ businesses and needs and in forging relationships and extending our network of contacts, as they are key to business development”. Over the last 12 months, Bakkali Law Firm has seen a number of notable success stories, but what have the company’s biggest achievements been? “We were successful in enforcing the first ever English Court’s judgement in Morocco and appealing against the enforcement of financial instruments by a creditor,” says Abdellah. “We also advised a multi-national and a foreign investor on a major project (construction and infrastructure) relating to building phase one of a new city. Our work covered everything needed, but more importantly ensured that the legal framework for foreign investment - in particular tax issues - and the necessary structures are properly dealt with.”
“In order to succeed as a law firm, we have to be a step ahead of our competitors,” says Abdellah. “We always strive to do better and go a mile further for 20 Acquisition International - August 2015
The Changing Face of Product Liability in Spain
The Changing Face of Product Liability in Spain Hogan Lovells product liability global practice and Spanish capabilities
Company: Hogan Lovells Name: Joaquin Ruiz Echauri Email: joaquin.ruiz-echauri@ hoganlovells.com Web Address: www.hoganlovells.com Address: Paseo de la Castellana, 36-38, 9th floor, 28046 Madrid, Spain Telephone: +34-91-349-82-00
Hogan Lovells is the leading international product liability practice, covering all aspects of product liability, including risk prevention and management, compliance with product safety regulations, labeling, product recalls and the defense of consumer claims â€“ with particular emphasis on multiparty and cross-border litigation. In Spain, our product liability practice is composed by seasoned litigators and specialists in Tort law, with strong focus in industrial safety, recalls and complex litigation representing both local and international clients. The team is led by Joaquin Ruiz Echauri, Professor of Tort Law at the University Pontificia Comillas (ICADE) and one of the most recognized well known practitioners in Spain, with a strong focus on life sciences work, and a consolidated expertise on expert witness techniques, personal damages valuation, being the author or co-author of many books about liability and damages in Spain. Current situation of the product liability environment in Spain Spain has been a relatively safe jurisdiction for many years in terms of product liability litigation. Lack of mechanisms making possible real class actions, lack of law boutiques and ambulance lawyers representing claimants, relatively low use of the criminal proceedings against big manufacturers, etc., were the main reasons behind such low exposure for manufacturers.
Today, that privileged situation has changed and is going to change even more. During the last three to five years, a combination of factors â€“amongst them, a bigger claim culture, a higher degree of information and exchange of information amongst claimants and a certain change of mind due to the Financial Crisis impact in the public-, have produced an increase in product liability exposure and litigation in areas as diverse as Automotive, Pharmaceutics, Aviation or Cosmetics, with an increasing number of class actions, criminal proceedings and other legal actions and remedies, with a clear additional reputational impact for the companies involved on them. Hogan Lovells position regarding the problems for the industry in Spanish product liability matters With a strong fully dedicated team (two-partners and six other associates), and complete integration in a global network of experts on the field, the Spanish product liability capabilities of Hogan Lovells provide a solid, reliable and consistent platform for an effective defense that does not compromise the position of our clients in cases running in other jurisdictions. This also provides a successful platform, capable of covering out-ofcourt complex negotiations proceedings, cases involving the Spanish Administration, and civil and criminal cases. The team is also a strong ally in the preparation of industrial safety programs, risk compliance standards and other pre-contentious work allowing defying any future exposures on the market due to breaches regarding safety and product quality regulations.
Acquisition International - August 2015 21
M&A Integration: Looking Beyond the Here & Now Company: Conduit Consulting LLC Name: Jillian Alexander Email: firstname.lastname@example.org Web Address: www.conduitconsulting.com Address: 2530 Wilshire Blvd. Second Floor Santa Monica, CA 90403 USA Telephone: +1 310.260.9765
What happens AFTER the deal closes determines its true value. AI talked with Conduit Consulting’s founder and Managing Director Jillian Alexander who, unlike most deal advisers, has extensive buy-side experience advising on and managing transactions from conception through integration. She has garnered a reputation for ignoring bad deals and swiftly get deals done, including those others could not close. And, 100% of the deals she advised on which closed have been accretive.
What determines whether an M&A deal will be accretive or dilutive? Buyers need to have a realistic plan of how the entities will not only be combined to generate profits exceeding that which the companies would earn independently, but also quickly recoup acquisition, integration and business transformation costs so that it may realise a healthy ROI on the transaction. When it comes to M&A Integration, many companies fail to seriously plan beyond the here and now. Approaching a deal envisioning post-acquisition operations facilitates identifying opportunities and risks and assessing the true realisable value of the transaction. When should the M&A Integration plan be developed? Ideally, the post-acquisition integration and business transformation planning occurs before the deal closes. Effectively communicating both the merger and the vision of the fully-integrated company to all employees and key external stakeholders upon closing the deal typically leads to more confidence in management and support for the deal. What sort of support do senior management teams commonly need to smooth post-merger integration? M&A Integration goes well beyond integrating systems and processes, it involves revising business strategies and refining corporate cultures, and touches humans on a level that can be more impactful on the businesses than any other initiative. Very few companies have internal resources whom have had repeated successes planning and managing these extremely complex initiatives. Companies generally need their most talented resources focused on day-to-day operations – working with vendors and customers as well as making sure personnel are performing every
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day manufacturing, marketing, accounting, cash management, and other business activities without disruption rather than seeking new positions elsewhere. Clients draw on the considerable talents, knowledge, and transaction and transformation expertise of Conduit Consulting’s seasoned professionals. Our experience and knowledge enables us to foresee changes in the competitive environment and anticipate internal and external stakeholders reactions, and facilitate creating the “to-be” company’s goals, strategies, organization, processes, systems, culture as well as the workplan to migrate from where they are today to where they want to be with minimal disruption. Takeovers success are often dependent upon integration after a deal has been agreed. How has integration changed in today’s increasingly global market? I have been managing in businesses dealing with globalised products and cross-border hand-offs my entire adult life. So, to me, telecommunications infrastructure and improved hardware and software have made work simpler… and it is significantly faster to build rapport, get answers and move forward. How do other deal advisors feel about your firm being involved? Other advisors and clients have expressed appreciation for Conduit Consulting professionals’ helping them avoid pit-falls and our uncanny ability to identify the elements that will be most contentious and challenging. By doing so, we can then plan and manage the situation so that due diligence, deal closing, transition, and business transformation are all relatively frictionless.
M&A Integration: Looking Beyond the Here & Now
What sets Conduit Consulting apart from its rivals and how do you use this differentiation to your advantage? Saving clients own time and effort while accelerating their companies’ profit growth and enhancing enterprise value is Conduit Consulting’s forte. We place a high value on providing appropriate guidance, creating high-quality relevant deliverables, and performing work right the first time. Additionally, how we engage with clients and other advisors not only rapidly builds rapport, but also has resulted in Conduit Consulting being repeatedly recognised for its strategic management, business model design, product innovation, strategy development, and other consulting services.
Over the last 12 months, Conduit Consulting LLC has continued to grow as a company but what has its biggest achievement been? Attracting talented professionals to join our team. It isn’t easy to find people with the intellectual capital, professionalism, personality, wisdom, and skills necessary to service Conduit Consulting’s clients well. What do you anticipate will be fueling M&A activity in your region in the next 12 months? United States labor laws, tax rates, and reporting requirements are less business-friendly than many other nations. Add to that California’s labor code, tax rates, reporting requirements, and real property cost, and it is a wonder why more businesses did not merge for tax inversion or other profitability improvement purposes.
What do you expect to be working on during the coming year? We look forward to enhancing capabilities and value within a few up-and-coming and established corporate clients owning well-known brands, devising their acquisition strategies, confidentially sourcing and engaging targets, managing due diligence and orchestrating merger integration. Additionally, we expect to help clients seeking to realise greater value from their assets with new market entry, product innovation, new venture development, reorganisation or other goal-setting transition planning, as well as transaction and transformation management activities. About Conduit Consulting LLC Conduit Consulting LLC provides corporate development advice and support spanning strategy, transaction advisory and general management to companies ranging from large multinational corporations to small private enterprises. Its professionals’ client-specific confidential advice and efforts efficiently leading all or aspects of strategic cross-border and domestic transactions have resulted in successful market entry, product pipeline and service capability enhancement, operational performance improvement, profitability growth, increased enterprise value, and more than $3.4 billion realized through IPO, M&A, and private placement transactions.
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PIERRE MASSET Partner | Corporate Finance Advisory Deloitte Tax & Consulting Luxembourg Tel/Direct: +352 45145 2756 email@example.com www.deloitte.lu HENRI PRIJOT Partner | Cross-Border Tax Deloitte Tax & Consulting Luxembourg Tel/Direct: +352 45145 2878 firstname.lastname@example.org www.deloitte.lu JOACHIM HEUKMES Director | Corporate Finance Advisory Deloitte Tax & Consulting Luxembourg Tel/Direct: +352 45145 2037 email@example.com www.deloitte.lu
Intellectual Property: Protecting and realising the value of intangible assets Investments in R&D, brands, copyrights and the like have always played an important role in the economy. With the rise of the information age, they have however taken a new and broader significance and are at the forefront of today’s economic development. As a result, investments in intangible assets are rapidly growing and in some segments dwarf investments in tangible assets. Managing this asset base effectively is therefore of paramount importance. Recognizing this evolution, Deloitte Luxembourg has assembled a team dedicated to the structuring, acquisition, divestment, valuation and overall management of intellectual property and other intangible assets. This team provides tax, accounting and corporate finance advisory services to clients around intangible assets thereby offering a wellrounded solution to what is often a multi-faceted and complex situation. Over the year, this comprehensive approach has been put at the disposal of major international clients across a wide range of different sectors and jurisdictions. For example, we recently assisted a large multinational corporation with the restructuring of its intellectual property assets on a European level. The group had significant IP spread across several affiliates and no overall coordinated strategy on how to maximize its value. After a full inventory, and following Deloitte’s recommendations, the group decided to centralize all IP related assets into a new Luxembourg based operating entity. This was done in an efficient manner both from a direct and indirect tax perspective. This intragroup reorganization required relocation of European functions and highly qualified employees to Luxembourg to take over the control, protection and development of existing and future intellectual property rights of the group. Other entities within the group which relied on the IP for their own operations, entered into commercial relationships with the Luxembourg entity through right of use agreements. In order to ensure these intra-group arrangements were set at arm’s length, Deloitte tax specialists were involved in the transfer pricing analysis through drafting of extensive documentation in line with international standards. This centralization was also the opportunity to regain full ownership of some trademarks
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which were partially owned by third parties and rationalise day to day operating costs related to these assets. In that context, the group was able to obtain third party financing to support the acquisition of IP thereby providing liquidity and funding for future developments. Finally, thanks to the implementation of proper protection, the group decided to sub-license its technology to third parties, thereby increasing the value of all IP related assets. As part of this exercise, Deloitte Luxembourg also assisted the group in assessing the fair value of all assets transferred, and was instrumental in negotiating the acquisition terms on assets that were not fully owned by the group. By combining tax, corporate finance and accounting skills within the same team, Deloitte ensured that the objectives of the clients were met in a comprehensive and time efficient manner.
Deloitte provides audit, consulting, financial advisory, risk management, tax and related services to public and private clients spanning multiple industries. With a globally connected network of member firms in more than 150 countries and territories, Deloitte brings world-class capabilities and high-quality service to clients, delivering the insights they need to address their most complex business challenges. Deloitte’s more than 210,000 professionals are committed to becoming the standard of excellence. In Luxembourg, Deloitte counts more than 1,700 employees and around 90 partners. For over 60 years, Deloitte has delivered high added-value services to national and international clients. Deloitte Luxembourg Valuation Centre has a 15-year track record in valuing a wide range of illiquid or hard to value assets, including intangible assets, www.acquisition-intl.com
Intellectual Property: Protecting and realising the value of intangible assets
such as intellectual property rights. Our involvement can range from limited valuation review to publicly disclosed fairness opinion. We have rendered these services in many different circumstances including financial reporting, mergers & acquisitions or disposals, taxation planning and compliance, bankruptcy and restructuring, litigation and dispute resolution, succession issues and strategic planning.
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Company: Lall Lahiri & Salhotra Name: Rahul Chaudhry Email: firstname.lastname@example.org Web: www.lls.in Address: RCY House C-235, Defence Colony New Delhi - 110024 India Telephone: +91 11 435 000 00 Fax: +91 11 435 000 03/4
Lall Lahiri & Salhotra (‘LLS’) is rated as one of the best, most well-known and respected law firms in the country. LLS has one of the biggest Intellectual Property practices in the country and is amongst the largest and fastest growing dedicated IP firms in India. Over the years, our clients have entrusted us with some of their most important and challenging legal matters. The firm, established in the year 1983 as a dedicated IP practice aims at providing services of all manners to clients under one roof.
LLS has over 55 professionals and support staff of over 75, including attorneys, trademark agents, patent agents, scientists, company secretaries, and is one of the few law firms in the country having a depth of services required for assisting businesses in all areas of practice and providing inter-disciplinary solutions to legal questions.
Mr. Rahul Chaudhry is the Managing Partner of LLS. He has been at the helm of LLS’ practice and is responsible for its prestigious and unparalleled expansion since July 2007. Under his leadership, the firm has developed from a small family run IP practice into a major business law firm with immense respect the world over.
The firm handles all IP related work and provides the highest standard of services for all spheres of IP, including management, protection of large scale IP portfolios, creation and protection of IP, enforcement, transactions including licensing, assignments, take overs and acquisitions, monetisation, strategy and planning for long term IP optimisation etc. The firm assists clients in assessing risks arising from such transactions and advising on optimum risk management strategies. In addition, LLS also acts as a point of contact for various multinational entities for IP management and protection, huband-spoke arrangements for clients based on their requirements. It is also responsible for managing some of the most complex, valuable and even vulnerable IP portfolios in India and providing IP and related services to clients across south East Asia and Middle East.
Mr. Chaudhry emphasizes a solution based approach to all matters entrusted to him by his clients. Not satisfied by merely elucidating the law, he encourages his clients to develop long term strategies based on business goals and long term cost-benefit analysis. He is sought after by his clients for his tailor made solutions that cover the vast spectrum of business types across the industrial segments.
LLS has over 30 years of experience in both contentious and non-contentious matters and has had the privilege of assisting the most well-known names in fields as diverse as pharmaceuticals, Oil & Gas, FMCG, Consumer goods, IT, Fashion, Telecom, Electronics, Entertainment, Media & Publishing, Retail, Automotive amongst others. The firm assists a large number of clients before judicial as well as quasi and non-judicial forums as well.
Today, as a result of his efforts since July 2007, LLS has grown into a professionally managed firm with over 55 attorneys (including six partners) and a support staff of 85, practicing law out of two state of the art offices/buildings in New Delhi and Gurgaon. His endeavors with the firm and his own personal work ethic have ensured that the services rendered by the firm and its attorneys form the benchmark for quality business solutions in the legal field all over the country.
The practice areas of LLS include Intellectual Property Law, Trademarks, Designs, Copyright & Broadcasting, Patents, Geographical Indications, Antitrust &Competition, Information Technology & Cyber Laws, Capital Markets, Corporate Compliance & Secretarial, Foreign Investments & Joint Ventures, Infrastructure, Labour & Employment, Media & Telecommunications, Regulatory Practice & Legal Compliance, Dispute Resolution
Awards & recognitions under leadership of Mr. Chaudhry include: l WTR-1000 – The World’s Leading Trademark Professionals 2016 l Global Law Experts 2015 Award- IP Enforcement Law Firm of the Year in India l Legal 500 Asia Pacific 2016 edition- Lall Lahiri & Salhotra l Asialaw Asia Pacific Dispute Resolution Awards – September 2015 - Lall Lahiri & Salhotra l ACQ Law Awards- 2014- Leading Lawyer of the Year l IP Star (2014)- India (Managing IP) l Asialaw Leading Lawyers – Intellectual Property, 2014 l ACQ 2014 India – IP Enforcement law firm of the year (SME)- 2014 winner l ACQ 2014 - IP Law Firm of the Year - Lall Lahiri & Salhotra - India (Gurgaon)- 2014 Winner l WTR Leading Trademark Professionals: Firm Ranking for the year 2014 for Enforcement & Litigation, Prosecution & Strategy
Given the vast & expansive areas of practice, LLS today has among one of the most specialised teams composed of attorneys which ensure quick turnaround times, sound advice, business centric approach, specialist knowledge and high success rates. As a result of this, LLS has come to be known for its cost effective, time and resource effective approach and for handling of some of the most high profile and high risk matters with excellent results in India.
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He has committed himself and the firm to develop with the needs of the clients. While creating extensive depth in practice areas and expertise, he places special emphasis on meeting business goals of the clients through legal services. Under his leadership, LLS has also represented clients in several high stakes legal battles and he is often relied upon for advise and representation in court matters all by clients from diverse industries.
Intellectual Property: Protecting and realising the value of Intangible assets
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White & Case has one of the largest Intellectual Property practices of any global firm, with 39 offices in 26 countries. With close to 200 practitioners strategically located around the world, we represent clients in both domestic and international matters.
I am a partner in the Intellectual Property practice with a focus on patent litigation in the technology sector. I also serve as the Executive Partner in Charge of the Silicon Valley office and founder of the Firm’s Taiwan Country Practice. I also serve on the Firm’s Diversity Committee and devote time to pro bono matters.
Company: White & Case LLP Name: Bijal Vakil Email: email@example.com Address: 3000 El Camino Real 5 Palo Alto Square, 9th Floor Palo Alto, CA 94306-2116 1.650.213.0303
Companies need to assess the competitive landscape and evaluate what their competitors are doing now and in the future to determine what intellectual property may be of high value. They then must weigh the available opportunities that align with their own company strengths and competitive advantage to determine what to buy, build, use or sell. IP assets are by their very nature difficult to value since the future is uncertain. That unpredictability is what makes this space so interesting, as well as the opportunity to learn about new technologies as they emerge and before its public and popularized. We serve clients of all different sizes and industries around the globe with our integrated network of offices within the USA. Our focus has been in the technology and life sciences sectors where we represent some of the largest, most dominant companies in these industries.
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Silicon Valley is where ideas are turned into reality! Everything is fast moving and you’re surrounded by visionaries and creative, brilliant minds. The industries themselves, especially technology but also every other industry as it utilizes new technology, are evolving by the second. As a lawyer servicing clients in these industries, it’s essential to “be in the know” and stay on top of the developments and changes. It also forces you to be tech savvy, which can be fun. Working with some exciting leaders in the technology space on their patent litigation matters, making new friends at the NAPABA convention where I spoke with thought leaders in IP on important issues affecting IP law, launching our inaugural Digital Health Conference in Silicon Valley, and being recognized as a Leading Practitioner by IAM Patent 1000. Silicon Valley is such an exciting place to live and work, with the hum and energy of ingenuity and innovation all around. Being at a global firm allows me to see from an in-depth level how what we create here affects and gets transferred around the globe.
Intellectual Property: Protecting and realising the value of Intangible assets
Kemp Little has been at the forefront of the technology cycle since the law firm’s inception in 1997. We have kept ahead, alongside our innovative and global client base, as the world has experienced rapid change. The overall focus is the same, the detail is in constant evolution. The firm acts for over 10% of the FTSE 100, 15 of the Global Fortune 500 companies, as well as some of the fastestgrowing, high-value tech companies, who we have seen grow from early stage through to great success.
Company: Kemp Little LLP Name: Rebecca Halford-Harrison and Paul Garland Email: Rebecca.Halford-Harrison@ KempLittle.com; Paul.Garland@KempLittle.com Web Address: www.kemplittle.com Address: Cheapside House, 138 Cheapside, London EC2V 6BJ Telephone: 020 7600 8080
Intangible assets are now 84% of the value of the Standard & Poor 500, as compared to about 17% in 1975. Understanding that intangible assets present cornerstone value is a fundamental starting point that many businesses (and advisors) have grasped. What is harder is embedding value creation into business culture, avoiding the more usual fragmented approach. There has never been a greater need for combining strategic consulting and legal advice. Originally, the conception was that by setting up Kemp Little Consulting, Kemp Little would be able to help innovative earlier stage companies – and it does – but what has been fascinating is that the large multi-nationals are realising that they need to radically re-think their internal approach in order to better align their IP and market strategies. Understanding how to make IP work, to maximise value, requires integrated solutions that are designed to evolve, grow, be tax efficient and, to a large extent, self-support. Any project to drive IP strategy needs to be embedded into the business with input from R&D, legal, finance and other business functions. Otherwise, the usual pattern is that there is a shortterm focus on putting things right, making some easy wins, “getting more patents”; an easy slide back down to a comfortable trajectory, which rapidly devalues with time.
The skill set needed to maximise value in IP assets for one company may differ from another. Creating sustainable value requires a broader, strategic understanding of business goals and the market place. But to get the investment needed to drive that, it can be helpful to do clearly defined projects that have immediate value as a means of proving concept. Defining what IP exists in the business is an important starting point. That will include identifying filed or registered IP and determining its scope. It will also include identification of unregistered intangible assets such as goodwill, confidential information, know how, designs, copyright and rights in data. But it also requires an understanding of competitor value – or strategically parallel IP assets in apparently unrelated industries. IP has to be protected, maintained and evolved as a strategic asset. It then needs to be exploited, which may involve licensing out. It might involve licensing in strategically valuable IP from third parties. It might require an enforcement programme. Whatever approach is adopted has to fit in with the strategic long term aims of the overall business. By putting in place a proper IP strategy plan, it is possible to deliver optimum and lasting value in IP. Once IP assets are defined, areas of IP growth to support business strategy are identified, plans put in place to protect and exploit IP, only then can value be assessed and then increased. Often, companies are very focussed on identifying monetary value in IP, so the concern is to carry out an IP audit, which is important – but only a small part of the picture. Fundamentally, passive value of IP as an asset is rarely the accurate measure – it needs to be worked so that it delivers and enhances actual revenue. Without both a clear, defined picture – and a strategy for protection and exploitation – value of IP is simply what someone will pay for it at a moment in time. But if you build around the original IP, you can both enhance the value that someone might pay if you want to hive off a portion of the business; or embed broader value to the bottom line.
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Competition & Antitrust Law: Ensuring Compliance
Competition & Antitrust Law: Ensuring Compliance Company: ELIG, Attorneys-at-Law Name: Gönenç Gürkaynak, Managing Partner and Head of the Competition and Regulatory department. Email: firstname.lastname@example.org Web Address: www.elig.com Address: Çitlenbik Sokak, No:12, Yıldız Mahallesi 34349/ Beşiktaş, İstanbul Tel: + 90 212 327 17 24
ELIG, Attorneys-at-Law is an eminent, independent Istanbul law firm, founded in 2005. We have a legal team of 60 people including seven partners and one counsel. ELIG is widely recognised as the leading competition law firm in Turkey. Our competition and regulatory department consists of 28 competition law specialists in total, including three partners and 25 associates.
In addition to unprecedented know-how in merger control issues, we have extensive experience in defending companies before the Turkish Competition Board in all phases of competition law investigations. Moreover, ELIG has represented defendants and complainants in complex antitrust investigations concerning allegations of all forms of abuse of dominant position and restrictive horizontal and vertical arrangements. Throughout 2014, ELIG was involved in over 45 merger clearances by the Turkish Competition Authority, more than 20 defense project investigations and over 10 appeals before the administrative courts. We also provided more than 40 antitrust law education seminars to our client’s employees Due to Turkey’s emerging market status, the foreign investment flow has been significantly increasing over the last ten years, which has
also made a direct impact on shaping the legal practice business. To that end, it can be said that competition in the market has been increasing along with the expectations of clients in terms of quality and effectiveness. The Turkish competition law regime is closely modelled on the European Union competition law regime. As Turkey is an official candidate for the European Union since the Helsinki summit (which took place in December 10-11, 1999), there has been an ongoing negotiation process between Turkey and European Union. The competition chapter is one of the most of important chapters for the harmonisation process, which inevitably leads the close observation of (and adaptation to) the competition law related developments at the European Commission’s end. As part of the harmonisation process, the Draft Proposal for the Amendment of the Competition Law was submitted to the Grand National Assembly of Turkish Republic on January 23, 2014, and it can be expected to be enacted in 2016. The Draft Law aims to further comply with EU competition law legislation on which it is closely modelled. It also adds several new dimensions and changes which promise a procedure that is more efficient in terms of time and resource allocation. ELIG has a significant practice in Turkey in terms of internal investigations and white collar crime matters in connection with Turkish corporate compliance issues under the FCPA, the UK Bribery Act, and under the mandatory provisions of Turkish law on anti-corruption. Coupled with its unique competition law department, the team at ELIG are able support businesses in ensuring compliance on all aspects. We also have a strong litigation and arbitration practice.
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Uganda: A Top Foreign Direct Investment Destination
Uganda: A Top Foreign Direct Investment Destination Company: MIT Partners Name: Ivan Mbabazi Email: email@example.com Tel: +256782355915
MIT Partners is a registered and licensed professional services firm. MIT Partners provides Assurance, Tax and Business advisory services with a presence in Uganda and Rwanda.
Our mission is to be the best service provider in our chosen markets while providing a world class experience to our people. Meanwhile, integrity and honesty are the foundation of our client service experience.
Uganda’s recent discovery of commercial oil reserves has attracted a lot of foreign direct investment into the country. The oil and gas sector is still in exploration phase and it is anticipated that commercial production will commence by 2018.
We have a team of experienced professionals to deliver our clients’ unique needs and have built strategic partnerships with like minded professionals in the region to further supplement our client service experience. Our clients are from diverse sectors that include; financial services, telecom, commercial trade, real estate, hospitality and Not for Profit entities etc.
More recently in a bid to attain a middle income country status by 2020, the government of Uganda has embarked on infrastructure development in power generation and transport. These projects have attracted significant Foreign Direct Investment into the Country.
Uganda provides several opportunities to investors. Uganda is located in East Africa along the equator and is home to the second largest lake in the world (Lake Victoria) and the source of the longest river in the world (The River Nile). Uganda is neighbored by South Sudan in the North, Kenya in the East, Tanzania in the south, Rwanda in the south west and Democratic Republic of Congo in the West. Uganda enjoys a tropical climate with sunshine all year around with two rainy seasons each year. The people of Uganda are hospitable and welcoming to visitors. Uganda is a favorite tourist destination due to its diverse flora and fauna, culture and other tourist attractions. The country has recorded steady growth in the tourist arrivals for the past 10 years. In the last three years, the country has received over 1 million tourist visitor arrivals each year. (Source: Ministry of Tourism, Wildlife and Antiquities Sector Statistical abstract 2014).
For potential investors seeking to start up businesses or partner with existing entities in Uganda, MIT Partners offers the following services. • • • • • • • •
Introduction to the relevant Investment Authorities Business registration Registration with other relevant licensing and applicable regulatory authorities Ongoing support to investors till they have firm put their feet on the ground Feasibility studies and market scoping Transaction advisory services Tax advice on potential investment decisions Identifying and initiating contact with potential partners.
Our contact details Tel:+256782355915 email: firstname.lastname@example.org or email@example.com Visit our website for more details: www.mitpartners.co.ug
Uganda in the last decade has had economic growth averaging 7% (Source: World Bank report 2013). The country’s economic growth is mainly driven by Agricultural exports, tourism and the services sector. Uganda’s main exports include coffee, tea, cotton, flowers, maize, fish and Tobacco.
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The Importance of Comprehensive & Timely Due Diligence
The Importance of Comprehensive & Timely Due Diligence Kehrer Bielan Research & Consulting LLC provides the financial advice industry with insights based on a melding of research and experience in managing the delivery of investment, insurance, and wealth management services. Kehrer Bielan Research & Consulting Jonathan Gabriel, Principal Jon.firstname.lastname@example.org www.kehrerbielan.com 510 Meadowmont Village Circle Suite 229 Chapel Hill, NC 27517 908-347-8197
The Firm’s Core Strengths: • Performance assessment, benchmarking, and identifying best practices in bank and credit union investment, insurance and wealth management services. • Talent management, including compensation analysis and recruitment and retention strategies. • Due diligence to help banks and credit unions meet heightened regulatory requirements. • Analysis of consumer research to better understand what bank and credit union customers want and how to engage them. • Industry metrics, including annual analyses of trends and market share. The firm’s principals, Kenneth Kehrer, Peter Bielan, and Jon Gabriel, have each participated in the financial advice industry as executives, researchers, analysts, and spokespersons for over 30 years. Together they bring a unique, unbiased resource and perspective through their original research, actionable advice, and keen understanding of where the financial advice industry has been and where it needs to go. The Firm’s Due Diligence Practice: The Firm’s approach is comprehensive, balanced, and actionable, relying upon our core strengths. Due diligence assignments are not delegated, all assignments are undertaken by the Firm’s principals and senior staff. There is no substitute for experience. The financial advice industry’s due diligence needs center upon: • Critical vendors and partners in technology, operations and sales force management • Product providers (insurance companies, mutual fund complexes, and other product sponsors)
• • • •
Securities and Exchange Commission (SEC) Financial Industry Regulatory Authority (FINRA) Federal Reserve Board (FRB) US Department of Labor
The Firm’s principals have decades of experience that spans all aspects of the financial advice industry. Representative engagements include: • Mergers and Acquisitions • Due Diligence on Target Companies • Product Selection • Design of Proprietary Product • Regulatory Compliance • Developing a Compliance Manual • Outsourcing Decisions • Vendor Selection • Business Line Management • Re-engineering Business Processes • Business Performance Assessment • Strategic Management Consulting • Human Resources Consulting • Compensation Analysis • Establishing a Broker Dealer • Obtaining Regulatory Approvals The firm’s due diligence practice is managed by Jonathan Gabriel, a former senior banking executive and chief operating officer of the largest broker dealer supporting retail banks in the US. His consulting experience includes establishing broker dealers for financial institutions, product and provider due diligence, benchmarking the staffing and expense profiles of securities brokerage operations, asset-liability management for community banks, and related capital markets activities.
Due diligence needs are based upon good corporate governance practices and increasing regulatory requirements focusing on critical vendors that have access to customer data. The financial advice industry is subject to multiple layers of regulatory and prudential oversight: • Office of the Comptroller of the Currency (OCC) • Federal Deposit Insurance Corporation (FDIC) • National Credit Union Administration (NCUA) 32 Acquisition International - August 2015
Setting up a Franchise Business in the USA
Harold L Kestenbaum, PC
Company: Harold L Kestenbaum, PC Name: Harold L Kestenbaum Email: hkestenbaum@HLKPC.com Web Address: www.franchiseatty.com Address: 90 Merrick Avenue, Suite 601, East Meadow, NY 11554 Telephone: +1 516-745-0099
Setting up a Franchise Business in the USA We hear from Harold Kestenbaum, founder and owner of Harold L Kestenbaum, PC about Setting up a Franchise Business in the USA.
Harold L Kestenbaum, PC is a law firm that is based in Long Island, NY. My firm and I focus only representing franchisor companies, both domestically and internationally, both start- up and established. I am the founder and owner of the firm and my role is to run the day to day operations of my office. I have been a franchise attorney for over 38 years.
I started my office in May of 1981 and I have specialized in representing franchisors since that time. I initially began representing franchisors in 1977, while working for a small law firm in Manhattan. The biggest challenges facing start-up franchises in America are finding sufficient capital to expand their franchise concept and bringing in experienced franchise professionals to execute on the concept. To enable success, a franchise business should be certain that they have a concept that is profitable and that can also be duplicated. Plus, it must have a management team that knows and understands franchising. The USA can offer businesses many things that other countries cannot. For example, there are more potential franchisees available. There are more consumers for the product or services being offered, and there is more spendable income in the US than in any other country. With regards to standing out from competitors, I provide over 38 years of experience at affordable rates which enables us stand out from other franchise attorneys in our region. It is impossible to find a franchise attorney with my experience and knowledge of franchising, who does not overcharge their clients. This is a great time for franchise companies and we love working with start-up franchisors. Over the past 12 months, our biggest achievement has been the fact that we have brought new companies into the franchise marketplace. This has been great for us and has helped us to continue to grow and expand on different paths and ideas. Regarding future plans, we are very much looking forward to continuing to work with our existing clients and hope to bring on many new ones as well. I love what I do and hope to continue doing this for a very long time.
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Company: Southeast Appraisal Name: Alex Ruden Email: email@example.com Telephone: +1 770 859 0338
Objectives, Business Style, Staff and Associates Southeast Appraisal was formed by Alex Ruden in 1988 to provide multidisciplined (financial, real property, machinery and equipment, and inventory) appraisal and valuation services to firms and individuals located primarily in the southeast United States, and by extension nationally and internationally. Cost Segregation and Fixed Asset Accounting implementation services are also a significant element of our practice. Services have been performed for the purposes of Ad Valorem taxation; allocation of sale or purchase; bankruptcy; construction cost segregation; debt and/ or equity restructuring; equitable dissolution; estate matters; fair value accounting; federal and/or state income tax compliance and/or planning; financing or refinancing, leasing, sale / leaseback or syndication; fixed asset control and information systems; insurance damage disputes, placement or proof of loss; purchase or sale. Appraisal/valuation reports are completed for individuals, partnerships, corporations, the SEC, the IRS, other governmental agencies and entities, major national (Big 4) and regional accounting firms, law practices, financial planners, major/regional banks and commercial lenders, and investment bankers. Our business style is to thoroughly comprehend the direct and indirect ramifications of the appraisal/ valuation project. We then analyze and review the relevant value concepts and service levels, considering the relative costs and benefits. Through this process, we provide the appropriate level of multi-discipline or single discipline service in a professional and timely manner, for an equitable fee. Certain staff members and associates are listed below (years experience in parenthesis): John Chapman, Jr., MAI, real property, BBA Finance - UGA, MBA - Emory University (20) Mark Dayman, CPA, ABV, CVA, financial, BA University of Vermont (20) Ted Harski, ASA, m&e, construction, BS Industrial Management - St. Josephâ€™s University (40) John Hubbard, CFA, financial valuations, BA - Univ. of Kentucky, MBA - Vanderbilt (10) Steve Noble, MAI, real property, BS Ag. Econ. - N.C. State, MBA - Wake Forest University (20) Jim Reinhardt, financial, investment banking/ financial, AB Econ. - Princeton, MBA - Harvard (20) Alex Ruden, ASA, financial, real property, m&e, BA Accounting - Villanova, Rutgers University (40) Bill Ruth, ASA, m&e, mining and ore processing specialist (22 years) Steve Tatro, ASA, machinery and equipment, BA Business - Lyndon State College (20)
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We are looking forward to being of assistance by generally discussing appraisal or valuation alternatives, as well as addressing relevant procedures and strategies for your specific situation.
ALEXANDER F. RUDEN, ASA Machinery/Technical Specialties (ASA in MTS and ARM) Certified General Real Property Appraiser Business and Intangible Asset Valuer PROFESSIONAL QUALIFICATIONS For over 49 years Mr. Ruden has worked in the areas of corporate finance, mergers / acquisitions, income and / or property taxation, insurance placement / proof of loss, cost segregation analysis, and fixed asset accounting matters relating to the appraisal / valuation of tangible and / or intangible assets. Services have been completed for the purposes of acquisition accounting, Ad Valorem taxation; allocation of sale or purchase; bankruptcy; construction cost segregation; debt and or equity restructuring; equitable dissolution; estate matters; fair value accounting, federal and / or state income tax compliance and / or planning; financing or refinancing, leasing, sale / leaseback or syndication; fixed asset control and information systems; insurance damage disputes, placement or proof of loss; purchase or sale of assets. Mr. Ruden either directly prepared, supervised, and / or contracted for these services relating to the appraisal / valuation of business enterprises, specific intangible assets, land, land improvements, buildings and structures, machinery and equipment, furniture and fixtures, electronic data processing equipment, office equipment, heavy equipment, rolling stock, inventory, and so forth. He has served as account manager during the installation of numerous accounting and tax reporting fixed asset systems. Prior to founding Southeast Appraisal, during his business career Mr. Ruden was employed as an appraiser and as an account executive by A. Frank Ruden and Son (his father), Industrial Appraisal, Marshall and Stevens, American Appraisal, Valuation www.acquisition-intl.com
Objectives, Business Style, Staff and Associates
Research, and Arthur D. Little Valuation. He has a working knowledge in the disciplines of accounting, appraising, engineering, finance, taxation, and organizational psychology. EDUCATION Mechanical and Electrical Engineering - Villanova University, 2 years Electronics / Radar Training, Technician - U.S.M.C, 3 years. Bachelor of Arts, Accounting - Rutgers University Graduate School of Business Administration (75% completed) - Rutgers University Appraisal Courses - American Society of Appraisers, Appraisal Institute, Institute of Business Appraisers PROFESSIONAL AFFILIATIONS Accredited Senior Appraiser (ASA), American Society of Appraisers, Machinery & Technical Services (MTS), Basic Industry, Since 1970, Appraisal Review & Management (ARM) Since 2008 LICENSING Georgia Certified General Real Estate Appraiser, No. 003680 (1996)
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Company: FTI Consulting Web: www.fticonsulting.com Address: 200 Aldersgate Aldersgate Street London EC1A 4HD United Kingdom Telephone: +44 20 3727 1000
Successful M&A – It's About More Than Just Price Companies need to consider communication issues as well as financial and market dynamics to make their deals succeed, as some private equity houses have already discovered.
“Sell in May and go away,” it used to be said. This summer, though, the markets have been gripped by some of the noisiest and most high value M&A activity for a long time with Shire making a surprise, hostile bid for its US rare disease rival Baxalta, Zurich aiming at RSA and Monsanto seeking to begin negotiations with Syngenta. As confidence returns to the markets we’ll probably see more of these large deals. Meanwhile, private equity will also be very active over the next few years, especially in Europe where PE funds are about to enter a new fund raising cycle as 2007-2013 vintage deals move into exit mode. Recent reports on global M&A reveal a surge of activity from Asia into Europe. There will also be a lot of US to Europe activity thanks to some unique arbitrage opportunities, faster growth in the US than in Europe and the highly liquid global debt markets. In particular we believe that Life Sciences as well as Technology, Media and Telecoms are white hot and Financial Services will move into a consolidation cycle again.
But a successful cross border acquisition is about more than price, synergies and growing market share. International M&A is successful when it takes into account communication and cultural issues. The sums might add up and the markets might approve of the strategy and the price but, ignored or handled badly, it’s poor communication that can trip up a multi-billion dollar deal. This is especially important for companies seeking to make acquisitions in mature markets like the UK and Europe, where M&A is more likely to be associated with cost reduction and, ultimately, job losses than it is in Asia. Often, when we’re advising US companies on inward investment into Europe we surprisingly find ourselves having to advise them about cultural sensitivities to ensure that they’re not seen as being red in tooth and claw. Similarly Asian buyers have to understand how the European media works and how to interact with it. Chinese and Japanese journalists tend to take their line from the management of a company. US journalists are also often more business friendly, whereas European and, especially British journalists, are far more sceptical. Communicating with them and managing media coverage requires a whole new mind-set for Asian business leaders. If you’re a business from Asia you also need to show that you’re committed to the company you’re buying and that you’re taking a hands-on role rather than sitting silently on the other side of the world. Communicating effectively with a business and its regulators in another country, let alone one that’s situated in another continent, requires more than just a translator. Companies from the US and Asia who are buying pan-European businesses have to learn how to relate to the management and workforce in each individual EU state in which that business operates as well as the supra-national EU authorities. As any European knows, the cultural differences as well laws and regulations still vary greatly between say, France and the UK or between Greece and Germany. Individual governments in Europe often have “national champions,” that they do not want to see go to a foreign buyer – whatever the takeover laws might say. Employment law and other
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Successful M&A – It’s About More Than Just Price
regulations are highly fragmented and nonEuropean business leaders and their advisors need to be aware of this during the initial phase of negotiations. Trying to repair fractured industrial relations or simply soothe hurt feelings can be protracted, costly and embarrassing.
specialists including sector PR and public affairs experts, employee engagement specialists, creative colleagues, social media professionals and in-house presentation trainers were mandated with helping Nokia and its senior leadership team prepare for the task of communicating this great change.
Although pan-EU integration and standardisation have developed over the last few years, it’s important to remember that politicians and officials working in Brussels are still very much aware of their own national interests and loyalties. This lack of uniformity even at the heart of the EU requires nonEuropean companies to approach deals with the right knowledge and insights.
The team helped communicate to 100,000 employees and over 200,000 resellers, taking into account cultural differences and the requirements of Brussels regulators and the Finnish government as well as delivering key messages to media, political and internal audiences across six continents through multiple communications channels. Not all buyers would have been able to successfully achieve this without local market support.
As an example, let’s look back to 2013 when Microsoft bought the devices and services business of Nokia for €5.4billion, one that led to the transfer of more than 32,000 employees to Microsoft. For three weeks ahead of the deal’s announcement, a team of eight FTI Strategic Communications
They realised something that the market more generally needs to understand: when it comes to accessing management teams and boards, and making an acquisition that runs smoothly and creates value - having the right communication skills can be as important as getting the commercials and the price right. Ed Bridges, Head of M&A and James Melville-Ross, Head of TMT in the Strategic Communications Segment at FTI Consulting. The views expressed in this article are those of the author(s) and not necessarily the views of FTI Consulting, Inc., its management, its subsidiaries, its affiliates, or its other professionals.
Interestingly, PE, sometimes maligned for its macho approach to deals has, to a large extent, learnt this lesson. When US PE firms began to acquire UK and European firms in the mid to late 1990s they tended to transplant teams from the US to Europe wholesale but, when they realised that they weren’t getting the volumes of deals that they were hoping for, a number of the big houses began to review that strategy.
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The City Code on Takeovers and Mergers 2015 A One-Day Conference, London, 23rd September 2015 Hear from an exceptionally strong speaker panel, led by Crispin Wright
20% discount for AI subscribers - see booking panel below Open Letter From Crispin Wright, Director General, The Panel on Takeovers and Mergers “In the first three months of 2015, the value in the UK M&A reached £40.6 billion. Worldwide over the same period, M&A activity grew by 25%, the strongest first quarter since 2007. Following the UK General Election, activity in the UK can be expected to increase further. The principles-based philosophy which underpins the City Code on Takeovers and Mergers (the “Code”) enables the Takeover Panel to deal rapidly with new situations and to give guidance on a real-time basis to the parties involved in takeovers and other transactions involving corporate control. In the 47 years since its inception, the Code has changed considerably to take account of developments in market practice. The Panel’s basic principles, however, and its ability to react flexibly and promptly to fast-moving circumstances, remain essentially the same. The Panel is now implementing the ‘post offer undertaking regime’ in the wake of the AstraZeneca/ Pfizer case. So far this year we have also issued three public consultations covering dividends; restrictions and suspensions of voting rights; and proposed new presumptions to the definition of “acting in concert” in the Code. At this, the thirty-fifth conference in the series, we will be commenting on the impact of the latest developments in the market on Panel policy. The event will also provide a forum for discussing all aspects of the Code. In doing so, it will assist practitioners and their advisers in keeping up to date with the regulation of takeovers and other transactions involving corporate control in the UK.”
Website: www.cityandfinancialconferences.com/CityCode2015. Cost: £545 + VAT Discounted Cost: £436.00 + VAT when using discount code TC35AI at the submit payment stage if booking online. Alternatively call +44 (0) 1483 479331 or email firstname.lastname@example.org mentioning the discount code in either instance.
Emerging Trends in Securities Litigation
Emerging Trends in Securities Litigation Baskin Richards PLC represents individuals, businesses and governmental clients in a wide range of litigation and general legal advice areas, including prosecuting and defending claims involving federal and state securities laws, commercial disputes, intellectual property and non-compete matters, administrative proceedings, and civil rights issues.
Company: Baskin Richards PLC Name: Alan Baskin Email: email@example.com Web Address: baskinrichards.com Address: 2901 N. Central Ave #1150, Phoenix, AZ 85012 Telephone: 602.812.7979
Alan Baskin is the co-founding member/owner of Baskin Richards PLC. He is a trial attorney whose practice emphasizes securities arbitrations, securities enforcement and regulatory matters, commercial litigation and white collar criminal cases. During the last 25 years Alan is the only attorney to obtain a fee award against the Arizona Corporation Commission in a securities case; he has done so twice, with the second case leading to a change in Arizona’s securities laws. He has enjoyed similar success in securities arbitration. He is one of a handful of attorneys to have obtained a 7-figure award in an Arizona NASD (now FINRA) arbitration, and has settled cases involving many millions of dollars. He also successfully defended and obtained an award of attorneys’ fees against a brokerage firm that attempted to attach a client’s assets prior to initiating an arbitration. Over the past several months Alan persuaded the two primary U.S. securities regulators (SEC and FINRA) not to initiate proceedings against two different clients in two separate matters. Also, after a 3 day hearing he persuaded the court to dissolve a TRO issued against a client in a trade secrets case.
Alan represents clients who are under investigation or are subject to enforcement proceedings brought, by the Securities and Exchange Commission (SEC), state securities regulators such as the Arizona Corporation Commission and by self-regulatory bodies such as the Financial Industry Regulatory Authority (FINRA). He provides clients with both practical advice and creative options only counsel with deep and diverse experience can offer. Alan takes a genuine, caring approach and provides timely and efficient legal solutions to help each client reach their goals. The cases Alan handles are not just about numbers and dollars. They are about people and relationships. Helping people is Alan’s priority, including those who may have lost some or all of their retirement savings, whose business may be under attack, who are under stress from being sued or receiving government subpoenas, or who are simply seeking to protect their important financial interests. No matter what type of case, providing personal attention and getting the details right is the priority. The future looks bright for Alan’s firm and in the next 12 months he hopes to continue to grow the firm and provide clients with both practical advice and creative options by taking a genuine, caring approach to every legal matter and providing timely and efficient legal solutions.
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Ones to Watch In our Ones to Watch section, we shine a light on the companies to keep an eye on this month.
Lund Elmer Sandager: A Truly Internationally Oriented Danish Law Firm
Company: Lund Elmer Sandager Name: Jacob Roesen Mikkelsen Email: firstname.lastname@example.org Web: www.lundelmersandager.dk Address: Advokatpartnerselskab Kalvebod Brygge 39-41 1560 Copenhagen V Telephone: +45 33 300 200
Lund Elmer Sandager: A Truly Internationally Oriented Danish Law Firm Broad Expertise – Slim Process LES is an independent, leading Danish law firm with an international reach and a network of industry contacts around the world, allowing them to recommend and cooperate with the best lawyers in every country. Client satisfaction is key for the firm, with LES always ensuring that the most suitable lawyer is assigned to the case and that our prices are always competitive. By assigning one specific point of contact to clients LES makes sure that there is no confusion, allowing clients to save time and receive a personal service. LES has four core values: responsibility, thoroughness, independence, professionalism. The firm combines these with their clear customer focus to offer the best possible service to their clients. The firm operates a “double check principle” which ensures quality in all their work. M&A is a key focus for the company. Partner Jacob Roesen heads the M&A team and has this year advised in several international M&A transactions, with enterprise values ranging between DKK 100 million to more than DKK 1 billion. He knows the M&A market in Denmark very well and he is currently experiencing very strong M&A activities.
Mr. Roesen, recognized for being very effective at getting the deal done, is dedicated to his role, getting involved in each M&A case personally to ensure that a high quality, professional solution is presented to the client on every occasion. His team combines specialist expertise and experience to offer a high quality service to clients. LES specialises in providing 360º solutions for our clients, ensuring every aspect of the client’s legal needs are catered for. LES achieves this objective by allowing the client to set the agenda on every case, then building the work around this using their vast experience and contacts within the industry. Ultimately, the firm’s philosophy is a simple but important one: to provide the best possible advice, based on a high level of knowledge of both the client and the law. This mantra penetrates into every aspect of the work LES does and helps them to ensure that every client goes away satisfied.
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MTECC, (Melbourne TEC Chambers) comprises the leading specialist counsel at the Victorian Bar who practice as barristers, arbitrators and ADR practitioners in technology, engineering and construction (TEC) law. Melbourne TEC Chambers has taken its name from the TEC list in the Supreme Court of Victoria. In launching MTECC in 2009, the Judge in Charge of that list, Justice Peter Vickery, said of MTECC: “What does stand out from the brochure is the extraordinary innovation and energy reflected in these Chambers.”
Company: Melbourne TEC Chambers Name: Laina Chan Email: email@example.com Web Address: mtecc.com.au
The specialist barristers of MTECC have world class skills and extensive experience in litigation and arbitration as well as experience in the full range of alternative dispute resolution processes in TEC disputes in engineering, oil, gas and minerals process facilities, infrastructure and large-scale industrial projects. The international nature of both TEC disputes and the major clients in such disputes means that the skills and reputation of the highly specialised MTECC members put us at the forefront of TEC disputes around the world. Our experience and qualifications are as appropriate in Hong Kong, Singapore and Dubai as they are in Australia. MTECC members have considerable experience and expertise as counsel and neutrals in the various forms of ADR used in the resolution of TEC disputes. Members have accreditation from various professional organisations as arbitrators, mediators, adjudicators and dispute board members, a wide and varied background that gives members a unique perspective on advising on strategies for the most appropriate method of dispute resolution relevant to a particular dispute, and the most effective way of implementing it. MTECC and its members are committed to contributing to the profession both in Australia and internationally. MTECC has been a sponsor at Australian and international conferences on TEC law and its members travel widely and are active in presenting seminars, training, conference and publishing papers in learned journals. Copies of the numerous recent papers published and presented by MTECC members are available on our website mtecc.com.au. Australian barristers have a well-deserved ‘hands-on’ reputation for active involvement in the preparation of cases, including interviewing witnesses, briefing experts and a well informed and pragmatic approach to discovery. There are many reasons that we believe help us to stand out from our competitors. For example, a number of MTECC barristers are also arbitrators with considerable experience in domestic and international arbitration, including UNCITRAL and ICC arbitrations; Many of our members have graduate and postgraduate qualifications in fields other than law, including engineering, IT, economics, commerce and arts which other firms do not possess.
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We also have the advantage that Melbourne is almost in the same time zone as Singapore and Hong Kong and is well served by frequent overnight direct flights. As there are now fewer disputes, and legal costs in construction disputes are notoriously expensive, any successful barrister must remain relevant and value add to the client’s business. This involves working hard to deliver cost effective services and remain current. MTECC encourages its members to be at the vanguard of legal thinking and business innovation, ultimately providing clients with the highest level of legal expertise in appropriate dispute resolution services. Over the past 12 months MTECC has delivered seminars in Perth, Melbourne and Brisbane covering topical issues in construction law and arbitration. Individual members have delivered papers and training sessions around the world. In addition, MTECC’s members have appeared in many of the key construction disputes in Australia, of which we are very proud. Our most important plans for the future focus on bringing the availability of our services to the knowledge of potential clients so as to allow others to tap into our expertise. This will be achieved by the following: • Organising MTECC seminars in Melbourne and elsewhere; • Encouraging our members to publish as much as possible and to have their articles uploaded onto the MTECC website; • Encouraging our members to speak at construction law conferences both domestic and international; • Publishing 3-4 minute video clips of our members speaking on current topics of interest and uploading these on to YouTube and the MTECC website; • Uploading all our Powerpoint presentations onto a slideshare account and cross linking these Powerpoints onto our website, simultaneously raising our profile on Google; and • Taking up sponsorship opportunities at specialist conferences. Whilst the specialist construction and arbitration courts in Australia have consistently led the world in innovative techniques in managing TEC disputes, and quality ADR processes, Australia is geographically remote. Nevertheless, the TEC disputes that have emerged from Australia’s mining, oil and gas and infrastructure development are as
Ones to Watch
large and complex as any in the world. As the mining boom has abated from its recent high, there are considerable time and cost pressures on construction projects in the resource sector. Australia has recently enjoyed significant development in public infrastructure. A corollary of all this is that technical and legally complex litigation and arbitration (including chess-clock arbitration) are common in Australia. MTECC members have skills and expertise in dispute resolution for the design, construction and operation of resources projects of the highest quality and well suited to such disputes.
Acquisition International - August 2015 43
Ones to Watch
Based in Salt Lake City, Utah, USA, TraskBritt, PC represents national and multinational corporations, research organizations and universities throughout the world. The firm’s practice emphasizes IP matters, including patents, trademarks, trade dress, designs, trade regulation, unfair competition, trade secrets and related licensing, due diligence and litigation. TraskBritt attorneys’ unique combination of legal, technical and business skills has enabled the firm to establish and enhance long-term partnerships with our clients, many of which we have been privileged to represent for well over a decade during the firm’s forty-plus years of success and continued growth.
Company: TraskBritt, PC Name: Joseph A. Walkowski Email: firstname.lastname@example.org Web: www.traskbritt.com Address: 230 South 500 East Salt Lake City, Utah 84102 Telephone: +1 (801) 532-1922
An efficient, global, full-service IP approach TraskBritt provides expertise in both national and international IP law. We are cognizant of the different practices and procedures in the wide variety of jurisdictions in which our clients seek intellectual property protection, and tailor our approach to representation to maximize IP protection in each jurisdiction while avoiding unnecessary cost. Firm attorneys have a wide variety of technical backgrounds and industry experience, enabling us to quickly and efficiently analyze IP rights to assess validity and scope of protection. Our highly skilled and experienced litigators aggressively prosecute and defend complex patent infringement cases as well as trade secret, trademark and other IP disputes in a cost-effective manner throughout the United States and abroad, in conjunction with an established network of foreign counsel. TraskBritt attorneys have experience in a variety of IP-related areas, including development of competitive IP strategies, IP due diligence for mergers and acquisitions, and complex IP transactions including licensing. We offer experience in preparing validity, infringement and freedom-to¬-operate opinions and in initiating and
defending patent reexaminations, interferences and post-grant review proceedings of various types in the United States, as well as similar proceedings abroad in association with our vetted foreign counsel. More than just expertise All of our attorneys are registered to practice before the US Patent and Trademark Office (USPTO) as patent practitioners, and a number have advanced technical degrees. We offer technical expertise acquired through prior industry experience and/ or advanced technical education, as well as skills and perspectives acquired by those among us who have worked as patent examiners and as in-house corporate counsel. As a result, we offer our clients not only sound technical and legal advice, but also valuable insight into the inner workings of the USPTO and the ability to work seamlessly with corporate technical and operational management as well as patent and litigation departments of many diverse corporate cultures. This wealth of hands-on experience enables the firm to provide an expansive, practical knowledge base to clients in a wide range of industries and jurisdictions.
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Factoring in Bribery By Alison Geary and Michael Roach of the UK white collar crime practice of international law firm, WilmerHale.
The passing of the Bribery Act 2010 was accompanied by widespread concern about its broad scope, worldwide reach, and novel approach with regard to the offence of a commercial organisation failing to prevent bribery by those acting on its behalf. The question that still arises is to what extent should a potential purchaser be concerned about bribery issues within its target? For a UK purchaser to be liable for failing to prevent acts of bribery by its purchased target, the target must have acted intending to obtain or retain a business advantage for the purchaser. It is difficult to imagine a scenario in which this is likely to be the case if the bribery occurred before the acquisition had even been considered. However, a purchaser should not be concerned solely with whether it will be liable for any offence. To do so would be to fail to acknowledge the significant financial cost of a purchased entity being investigated or prosecuted for bribery as well as the reputational issues for purchaser of being connected with the investigation or prosecution of a group company for acts of bribery. Company: WilmerHale Name: Alison Geary and Michael Roach Email: email@example.com firstname.lastname@example.org Web: www.wilmerhale.com Address: 49 Park Lane London, W1K 1PS UK Telephone: +44 (0)20 7872 1000
Bribery investigations are lengthy and frequently very public in their nature. The required focus of senior management, the reputational damage from the negative publicity, and the costs of addressing any failings are likely to be a significant burden. These costs may also be compounded by the authorities seeking recovery of any ill-gotten gains. Any benefit obtained from unlawful conduct, including bribery, is liable to be recovered by the UK authorities under the Proceeds of Crime Act 2002. This means that should it be found post-completion that the target entity is benefitting from a contract obtained through corruption, the UK authorities could seek to recover not only the benefit obtained by the subsidiary, but also any benefit passed, for example in the form of dividends, to the purchaser. Beyond the potential financial implications for a purchasing entity, there is personal risk to officers involved in an acquisition if they are appointed as directors of the purchased entity. If the purchased target continues to commit acts of bribery after the officers are made directors, then they may become personally liable for acts of bribery. Purchasers must therefore take steps to protect themselves and their officers in the pre-acquisition process and post-completion to avoid being associated with a bribery investigation in the first place. Pre-acquisition due diligence is essential in order to flush out any bribery issues within the target. Transparency International (TI), an NGO that monitors corporate corruption, published guidance in May 2012, which sets out good practice principles
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for anti-bribery due diligence in mergers, acquisitions and investments. Anti-bribery due diligence must be considered on a proportionate basis for all investments and should be commensurate with the bribery risks of the transaction. A detailed risk assessment of target should be the start of the process. This risk assessment should focus on aspects such as the geographical location of the target; the sector target operates in; the structure of the transaction; the business opportunity risk (i.e. whether any elements of the transaction are not at market prices); and the business partnership risk (i.e. whether intermediaries are being used in the transaction). TI provides an annual corruption perceptions index that can assist in determining whether the geographical location of target is perceived to be at a high-risk of bribery. Those regions that typically do not score well are subâ€“Saharan Africa (excluding South Africa) and countries in the Commonwealth of Independent States. Certain sectors are also typically associated with higher levels of bribery risk than others, for example the extractive industries (oil, gas and mining) and large scale infrastructure are perceived as high-risk. Other high-risk scenarios are where the target or seller is connected to a government official or where intermediaries are being used by target. In addition, it is important that anti-bribery due diligence should start sufficiently early in the transaction and should be appropriately resourced. As part of the due diligence exercise, it will be important to know the answer to questions such as who targetâ€™s main customers and/or contractors are; the jurisdictions in which target has operations and sales; and who the ultimate beneficial owners are of target and the companies that target does business with. The UK has recently approved the establishment of a central register of beneficial ownership, which should become a routine part of the pre-acquisition due diligence checklist. This should assist in determining who the beneficial owners are in a transaction and in establishing consequent bribery risk. Senior Management and members of the Board should demonstrate commitment to and oversight of due diligence reviews and, if necessary, approve any required remedial action. Importantly, due diligence should be extended to any persons that perform services for target such as agents, contractors and intermediaries. Post-completion, the purchaser should ensure that it has adequate procedures in place to prevent bribery
Factoring in Bribery
within target and persons associated with it. The Ministry of Justice has provided guidance that should be considered when implementing procedures to prevent bribery. In summary, purchaser will need to demonstrate that it has procedures in place that are proportionate to the bribery risks that it faces and to the nature, scale and complexity of its activities. If insufficient information was provided preacquisition (for example in the case of an acquisition of a public company, hostile takeover or auction), a full risk assessment should be conducted as soon as possible post-completion (based on the same principles set out above). Once the purchaser has been able to fully assess the risk, it will need to implement its proportionate anti-bribery procedures in an effective and practical way. TI provides a helpful checklist of good practice in relation to implementing adequate procedures to prevent bribery. It is recommended that a corporate should adopt a public policy of zero-tolerance towards bribery, which should be approved by senior staff and communicated regularly both internally and
externally. This can take the form of a group board member regularly circulating emails to remind people of the corporate’s stance on bribery. Such emails could also point to the firm’s public anti-bribery policy. It is also recommended that an anti-bribery policy is put in place that contains guidance on the firm’s policy towards gifts, hospitality and expenses, as well as political and charitable contributions. Those entities with which target has significant business relationships should also be asked to adopt an anti-bribery policy of equivalent standing. Anti-bribery due diligence should continue postcompletion on entities that perform services for target and on any entity who target enters into new business relationships with. These measures should be complemented by regular training for employees, so that they clearly understand the corporate’s programme, expectations and sanctions in the event of a violation. Further examples of good and bad practice can be found in the Financial Conduct Authority (FCA) guide to financial crime for firms, which includes the
findings of their thematic reviews into anti-bribery and corruption policies. Whilst dealing only with financial services firms, their findings are instructive for those outside the sector. For example, in the three thematic reviews into managing bribery and corruption risk that the FCA has conducted, they have found that, amongst other things, bribery and corruption risk assessments were based on a range of risk factors that were too narrow, there is often inadequate anti-bribery due diligence, and the oversight from senior management in relation to bribery issues is frequently weak. Taking these steps pre-acquisition and postcompletion, as well as drawing upon the appropriate guidance, they will help to ensure that a purchaser protects itself from liability arising from bribery issues within its target. In doing so, not only will the purchaser protect itself and its officers, but it will also help to ascertain the true value and viability of the deal. As such, bribery issues should not be treated as an afterthought or an inconvenience in the acquisition process, but should instead be factored into every deal.
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Transformations in the digital age By Richard Goold, Partner at Moorhouse.
Company: Moorhouse Name: Richard Goold Email: email@example.com Web: www.moorhouseconsulting.com Address: 1 Knightrider Street, London, EC4V 5BT Telephone: +44 (0) 203 004 4482
Against the backdrop of the recession, there has been a relatively low level of M&A activity over the past five years; however things very much heated up in 2014.This rise looks set to continue in 2015, with economic conditions improving and business confidence growing. In fact, the first quarter of 2015 saw the most M&A activity globally since 2007. Companies in the technology, media and telecoms (TMT) industries have seen an increasing blurring of the lines between them; BT has become a broadcaster, Facebook is making a play to become a payment system and takeovers such as Nokia and Alcatel-Lucent continue to change the competitive landscape. Quad play has been hailed as the saviour of TMT companies as each one tries to appeal to both more and a broader swathe of customers as well as create long-term loyalty in an increasingly open and fickle market. Alongside this, many organisations are fighting for growth in what are becoming increasingly saturated markets. This is fuelling unprecedented revolution and reinvention through M&A activity as companies look to buy in the next big thing that could give them the edge over their competitors. Yet companies are still facing regulatory burdens coupled with the pressure to get new products to market quickly. This pressure means that traditional approaches to transformation are viewed as clumsy, potentially bureaucratic and putting a spanner in the works of entrepreneurial spirit and invention. So how can TMT companies get transformations right in the digital age? Mergers and acquisitions are still seen as the best way to increase market share in this sector, as well as to acquire new products and services that will attract new, and get additional revenue from existing, customers. They are also seen as a sure-fire way to deliver tangible value to shareholders and investors. Yet often the focus and effort is disproportionately focused on the predeal stage where target companies are identified and the numerous cycles of due diligence are conducted. This is clearly a critical period however a comparative level of focus and effort must be committed to the post-deal activities and specifically the integration. The success or failure of any deal can only be judged by how well it turns the promises made upfront into reality. Using the business case as a key reference point alongside agreed guiding principles is really important if both long and shortterm benefits and value is to be delivered. Without expert planning and execution of the integration, companies can seriously compromise the benefits
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case, negatively impact customer service, disrupt core business operations, and ultimately, jeopardise what they have set out to achieve. Successful post-deal integration should be viewed through two lenses, short and long-term. Firstly, creating a 100-day plan focused on executing the transition, while also maintaining operational business-as-usual. At this stage, companies should focus on realising quick wins so they can build and sustain momentum whilst delivering early benefits. Once this stage has been effectively completed, the 100-day-plus plan will focus on sustained, long-term transformation, embedded across the organisation. Whilst benefits and value may only be realised in the long-term, the ability to track and measure these has to be in place from Day One of the integration and this measurement should be sustained postintegration as the company moves to business-asusual operations. Throughout the integration, both organisations must make sure they do not lose sight of the business case. The motivations, â€˜value driversâ€™ and benefits of the deal should be quantified at the start and reviewed regularly to maintain focus and guide the integration. Alongside this, the companies must conduct a thorough analysis of the existing operations and the corresponding strengths and differences of both companies. This honest assessment should help maximise the benefits going forward and allow the new organisation to create a clear shared vision and plan for the future. Financial benefits are undoubtedly an important factor in the decision to proceed with a deal but it is important that the human side of the deal is not neglected. Without cultural integration, there is a risk that the team will not embrace the new vision for the future and this may affect motivation and ultimately have a negative impact on customers. It is also important to communicate regularly with the key stakeholders to ensure they remain engaged and understand the benefits expected from the deal. Transformations are not the solution for every problem, just as not all companies should seek to merge or acquire others. Yet, when it works, it can provide a significant accelerator for growth, future success and market positioning. This is only the case when both parties remember that the deal is not done when the papers are signed. This is only the beginning of the journey and it is by getting this right that companies will truly gain the advantage over their competitors and build a genuine, long-term relationship with investors, staff and customers.
Transformations in the digital age
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Company: Equal Earth Email: firstname.lastname@example.org Web: www.equalearthcorp.com Address: 2750 Womble Rd. Suite 101 San Diego, CA 92106 Office: (800) 791-0981 comDenver, CO 80206 Tel: (303) 810-6867
Solar Power is the Way Forward Equal Earth is a leading independent power company providing homes and businesses with renewable, solar electricity. We believe in a clean energy future and freedom of choice, especially when it comes to utilities. We own and operate solar facilities across the United States and are committed to helping customers pay less for power.
Equal Earth is a new kind of Energy Company. One which is company focused on producing and delivering clean power for less than your current utility provider. We believe in a sustainable world, a world where power can be produced without harming the environment. We also believe that all this can be accomplished cost effectively. As a clean energy services company, we are excited to be providing renewable energy power to commercial and residential customers in Hawaii, California, Colorado, Fiji and Guam, alongside more states and new markets to follow later this year.
and government customers. Equal Earthâ€™s solar facilities generate long-term cash flows in attractive markets, providing the company with a solid foundation for continued growth and investment.
Equal Earth is a part of the solar revolution and we are out to change the way the world is powered. Our goal is to deliver clean renewable energy to the masses and to empower others with energy independence.
We have disrupted the energy industry by providing solar-generated electricity directly to customers for less than they spend on utility rates. Rising retail electricity prices, coupled with inelastic demand, have created a massive growth opportunity for clean, affordable solar energy. Our ownership of solar assets and our business model involves long-term, multi-decade contracts that allow customers to save money on their utility bills while generating recurring, predictable cash flows to Equal Earth.
We are on a mission to drive increased community adoption of solar power and are committed to delivering economic and environmental returns for our shareholders. We own and operate solar facilities throughout the United States and our portfolio of projects includes solar systems for residential, commercial, education
Today, a new solar installation is completed in the United States every 2.5 minutes and more than 91% of Americans support solar power, according to a 2015 Gallup poll. At present, customers could reduce their utility bills by up to 20-30%, which could save them thousands of dollars over the space of a year.
Our core values never change. We always ensure that we deliver quality and excellence in all we do. At all times we require a premium return on assets. We maintain to value our employees and our company behaves responsibly as a corporate citizen. Equal Earth sponsors professional athletes who inspire us and who represent the core values of our brand. These athletes are among the very best triathletes in the world, and important partners in helping us to evangelize a clean energy future. Every day, Equal Earth athletes are out in the community helping raise awareness about the economic and environmental benefits of solar power. As Equal Earth continues to grow, so does our impact on the communities we serve. Examples of how we work with the community are through our partnerships with different athletes that we are very proud of. Equal Earth has a very positive reputation, boasting 53 US employees - a figure that is constantly growing. As of June 2015 the business has 65 Megawatts under contract and 300 Megawatts in the pipeline, which represent the high volume of work that the business carries out and how hard the company works as a whole.
50 Acquisition International - August 2015
Solar Power is the Way Forward
Acquisition International - August 2015 51
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Acquisition International’s 2015 Q1 Review
Vanquish Merchant Bank Company: Vanquish Merchant Bank Name: David Chacon Email: David.chacon @vanquishglobal.com
Acquisition International's 2015 Q1 Review Vanquish Merchant Bank provides investment advisory, investment banking, and direct investment to its international high net worth family owned business clients, as well as small-to-mid cap companies in the U.S. Merchant Banking Vanquish Merchant Bank strives to elevate traditional merchant banking. It is the moral and economic imperative of our day to vanquish the tyranny of those who take from others by force of taxation, tariffs, and regulation what they do not earn for themselves by virtue of industry, integrity, and trade. Because of this, Vanquish provides venture capital, private equity, domestic and cross-border M&A advisory, and global investment banking services to businesses and high net worth families the world over. Investment banking Vanquish Investment Bank makes a market in the most valuable yet illiquid asset in the world: individual achievement. We do so by trading our entrepreneurial clientele’s blood, sweat and tears for our investor clientele’s cold hard cash. We privately negotiate domestic and cross-border off market trades between our sell side high net worth and family owned business clients and our buy side strategic and financial investors. We believe that for every seller there is an optimal buyer, a buyer in whose hands your business holds the greatest value, and who will therefore pay you the most for your life’s work. Vanquish Investment Bank is a crossborder deal architect and liquidity engine, serving its international high net worth family owned business clients and private equity owned portfolio companies. Vanquish provides merger, acquisition, disposition, and capital infusion services. Vanquish generates off market deal flow and negotiates away-from-the market trades that deliver greater value and closing certainty compared to the auction process.
by side in proprietary thematic investment strategies that depart from the conventional, sector-driven investment paradigm in favour of early and growth stage investments in innovative companies poised to solve the seismic demographic and geopolitical challenges of our day. Strategic Advisory Facilitated by all of the financial, logistic and communication benefits that globalisation provides to legitimate international commerce. Our team focuses purely on vulnerability discovery and exploitation. We provide our customers with detailed information and exploits on zero day vulnerabilities identified by our team of platform experts. We have strategic partnerships with vendors of cybersecurity and zero day products, red teams in need of exploits, government agencies, as well as private industry in various capacities.
Private Equity Vanquish Private Equity diversifies and multiplies the wealth of its freshly liquid sell side business owners by co-investing its own equity and debt side
Acquisition International - August 2015 53
60 Seconds With...
We catch up with some successful companies currently flourishing within their respective sectors.
60 Seconds With...
Company: Brockhaus Private Equity GmbH Email: email@example.com Web Address: www.brockhaus-pe.com Address: Myliusstrasse 30, 60323 Frankfurt am Main, Germany Telephone: +49 (0) 69 71 91 6170
Brockhaus Private Equity GmbH What does your business do? We are an independent private equity firm focusing on innovation and technology leaders in the German Mittelstand. Our skills in identifying Germany’s next “hidden champions“ early on and turning their growth into an attractive return for investors have made us one of the most successful PE firms in Germany and beyond. Who are your clients? We consider the institutions and individuals for whom we work to be our partners. These partners include our investors, whose capital we manage carefully and successfully. They also include our portfolio companies, whom we closely advise and support on their road to success.
What’s the aim for your business? Achieving the highest possible return for our investors by creating value within our portfolio companies. What’s your company’s biggest challenge? In our business, everything comes down to finding the right company with the right people to run it at the right time. That is indeed our number one challenge. What business/business person do you most admire and why? William Hambrecht, one of the most successful investment bankers and investors in the technology sector, an early champion of many of the world’s greatest IT success stories, including google, apple, amazon and netscape.
What makes you unique? As a PE investor, we are quick, flexible and imbued with a strong entrepreneurial spirit. Our close-knit network of M&A and industry contacts enables us to generate first-class proprietary investment opportunities on a regular basis.
Camden Associates Company: Camden Associates Name: Jean-Claude Gonneau Email: firstname.lastname@example.org Web: www.camdenassociates.co.uk Address: 27 Hill street London W1J 5LP Tel: +44 207 290 9812 Cell Europe: +33 6 7498 41041
What does your business do? Camden Associates is a boutique investment banking firm. It means we are close to the client taking their interest at heart. We are in a de facto partnership with our client for their own benefit and ultimately helping them to achieve their transaction. Who are your clients? Public or private companies mostly medtech/biotech and mining.
What’s the aim for your business? Successful transactions. What business/business person do you most admire and why? Tony James CEO at Blackstone. Unrivalled business savy.
What makes you unique? We believe a good transaction for us is one where the client feels we have worked to the best of his interests. Alignment of interests is the key. This means close proximity with management...and we do not count the hours ! What’s your biggest challenge facing you at present? The environment is extremely cyclical but it is no new news. It has always been so. It is our job to try and be a little ahead of the unfolding trends. The last few months have seen a lot of companies switching from a wait and see mode to an active mode. It is therefore a little bit hectic at present as the window of opportunity is now visible to us and we are close to being on overload.
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60 Seconds With...
What does your business do? Dartmouth Partners Limited is a boutique business valuation, litigation support, transaction advisory and corporate finance firm headquartered in Montréal, Canada with additional offices in Chicago, Illinois and Hong Kong. Dartmouth Partners Limited possesses over thirty years of experience in the valuation of hundreds of privately and publicly-held companies in business valuation, corporate finance and litigation-support mandates on a global basis.
Name: Drew Dorweiler, FRICS, CPA•ABV, CBV, ASA, CBA, CVA, CFE, MBA Company: Dartmouth Partners Limited Email: email@example.com Web Address: www.drewdorweiler.com Address: 308 Square Saint-Louis, Montreal, Quebec CANADA H2X 1A5 Telephone: 1 (514) 962 6896
Who are your clients? The firm has frequently participated as a financial advisor and valuation expert regarding corporate mergers and acquisitions (buy- and sell-side) transactions, divestitures and start-up businesses and in sourcing financing throughout North America and internationally. We are generalists in terms of industries served, but have achieved particular global distinction in sports business advisory. What makes you unique? Dartmouth Partners Limited focuses on offering creative solutions to clients while maintaining integrity of reputation. Our firm’s competitive advantage arises from its global breadth of professional expertise in business valuation, litigation support, mergers and acquisitions, corporate finance, sports business, accounting, economics and fraud prevention/detection. Moreover, our Managing Partner, Drew Dorweiler, has served on the two pre-eminent leadership organizations in the North American valuation profession: Board of Trustees of The Appraisal
Foundation (USA) and Board of Directors of The Canadian Institute of Chartered Business Valuators (Canada). Consequently, our firm is able to leverage his acumen and experience at the forefront of the business valuation field. What’s your biggest challenge facing you at present? In order to stay au courant in the worlds of business valuation, corporate finance and sports business advisory, the onus is ever-present to keep abreast of developments through attending conferences, networking with colleagues, competitors and clients, and reading. Of course, if you are passionate about your profession, these activities are exhilarating in their own right. What’s the aim for your business? Dartmouth Partners Limited is in the process of opening an office in Hong Kong (with a partner firm) where it envisions serving as a financial advisor linking the North American and Asian markets and enhancing the business valuation profession in Asia by introducing Western standards and methods to serve Asian clientele. What’s your company’s biggest challenge? Please see our response to question 4 above. What business/business person do you most admire and why? Peter Thiel – Aside from his prescience in co-founding PayPal, investing as an angel in Facebook, creating Founders Fund, etc., he is a visionary, leading ventures in such fields as artificial intelligence, anti-aging research, and seasteading. Significantly, Mr. Thiel is a strong philosophical supporter of individual liberty and freedom. He is the person whom I would most like to meet at some point for a lively dinner.
Diener Advisory Name: Florian Diener Company: Diener Advisory Email: firstname.lastname@example.org Web Address: www.diener-advisory.com Address: Rathausstrasse 14, 6340 Baar, Switzerland Telephone: +41 76 424 33 73
What does your business do? Diener Advisory is a global award winning independent Management Consulting and Interim Management firm. We help Professional Services Companies to bring all of their Finance and Operations related topics to the next level of organizational effectiveness.
What’s the aim for your business? Concentrating our energy on maximizing our potential and maintaining our competitive advantage.
Who are your clients? Our record of success includes advising manufacturing companies, manufacturer of speciality chemicals for construction and industry and Big Five professional service and consulting firms. What makes you unique? We stand for tailor-made & innovative advisory solutions made in Switzerland. We hold an exclusive network of independent management consultants, change management, leadership and finance experts to offer the highest level of quality of advisory services. What’s your biggest challenge facing you at present? Our challenge is to continue to provide exceptional services to our existing and new clients while ensuring long-term growth and consistent profitability.
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60 Seconds With...
Kafrouni Lawyers What does your business do? We help entrepreneurs who are starting a business to grow; and growing private and family business owners building a business to sell. We guide them on the commercial and corporate law side of doing business. Name: Joe Kafrouni Company: Kafrouni Lawyers Email: email@example.com Web Address: www.klaw.com.au Address: Level 36, Riparian Plaza, 71 Eagle Street, Brisbane, Queensland, 4000, Australia Telephone: +61 7 3121 317
Who are your clients? Small and medium business, both Australian and international companies doing business in Australia. What makes you unique? We keep things simple, we do what we say we’re going to do, when we say we’re going to do it, for the price we quote, we listen, we take your calls (or return them promptly) and talk to you in plain English. We believe in doing the basics well. And we actually care! What’s your biggest challenge facing you at present? Keeping up with technology and mobility. Clients want to work in real time, anywhere and anytime and expect us to be aligned. It’s challenging but very exciting!
What does your business do? We are the Investment Advisors for the Laureola Fund, a Fund dedicated to Life Settlements. We perform the role of the portfolio manager - selecting the assets, completing the transactions, servicing and administering the assets - in short managing the portfolio of the Fund on a discretionary basis. Name: Tony Bremness Company: Laureola Advisors Inc. Email: Tony.Bremness@ LaureolaAdvisors.com Web Address: www.LaureolaAdvisors.com Address: 30 de Castro Street, Road Town, BVI VG 1110 Skype: tony.bremness
Who are your clients? The Fund’s investors are predominantly Private Clients and smaller Family Offices. For larger institutional wishing to access we construct their own portfolio designed according to their unique requirements. The Fund’s clients are truly international and come from North America, Europe, and Asia. What makes you unique? Successful Life Settlement investing requires a unique set of skills: knowledge of Life Insurance, Life Settlement experience, legal and investment expertise, fund structuring and design capabilities, and the all important access to the deal flow. Christopher Erwin (Chief Investment Officer) is a member of both the Orange County Bar Association and the Life Insurance Settlement Association. He has over 10 years experience in all aspects of evaluating and transacting Life Settlements, and has built a successful business with this expertise. He is supported by a group of 8 Life Settlement professionals. Chris ensures that the Laureola Fund has access to the deal flow. Tony Bremness (Managing Director) has over 30 years experience in Portfolio Management and Fund design an structure; he graduated with an MBA and has been accredited the CFA designation. Tony manages the day to day operation of the Laureola Fund.
What’s the aim for your business? To help our client’s build businesses to sell. When our client’s view their business through the eyes of a potential buyer, they are able to capture opportunities and minimise risk that will improve its value. Whether they actually sell or not, they will still have a better and more valuable business. We help them to do this. What’s your company’s biggest challenge? Evolution to stay relevant to our clients. With legal information more accessible to all, we have to be constantly focussed on what our client objectives are and how we can meet them in the most economical way. What business/business person do you most admire and why? David Smith of Motize, Australian. He’s not famous, yet, but he has taught me a lot about business over the years; in particular the importance of listening and asking the right questions.
What’s your biggest challenge facing you at present? The regulatory environment - particularly in the Western world - is increasingly hostile to asset management, to alternative fund managers in particular, and to less liquid strategies especially. It is unfortunate, as the blizzard of regulations since 2008 does very little to protect investors, but does a lot to increase their costs. Well thought out, effective regulation is necessary, but the current regulatory thinking that more is always better is misguided. It has the result of preventing access to innovative smaller managers who often have the better investment ideas. What’s the aim for your business? To make money for our investors. Life Settlements offers high level of predictability, double digit returns, and genuine non-correlation with currency crises and bursting stock market bubbles. Our goal is to capture these opportunities for our investors. What’s your company’s biggest challenge? To deal with the hostile regulatory environment and to attract the attention of investors in a world overflowing with investment options. The Fund’s performance helps with the latter. What business/business person do you most admire and why? Most in the investment business will have high admiration for Warren Buffet and we are no exception. He has an exceptional track record over many decades. Among his many admirable qualities: ability to think long term, admitting and learning from mistakes, keeping firmly grounded in the basics. Mr. Buffet focuses on private and public equity but has also invested in Life Settlements - an encouraging sign.
Acquisition International - August 2015 57
Establishment of Investment Funds UCITS / AIF Operational Support UCITS / AIF Management Company Service Provider Selection Provision of Directors MLRO Services Liquidation Services
Investment Manager Start-up Due Diligence Preparation Fund Re-domiciliation Infrastructure Review / Development UK Facilities Agent Services Risk Management Services Company Secretarial Services
Centennial Towers, West Bay,
5 Georgeâ€™s Dock
42 Brook Street, London
PO Box 31249, Grand Cayman
IFSC, Dublin 1
KY1 1205, Cayman Islands
Tel: +1 345 946 4224
Tel: +353 1 668 7684
Tel: +44 (20) 3170 8813
Fax: +353 1 668 7696
60 Seconds With...
Melbourne TEC Chambers What does your business do? MTECC comprises a “virtual” chambers of barristers specialising in technology, engineering and construction law. Who are your clients? All participants involved in the construction and technology industries, including owners, developers, contractors, sub-contractors, public/ private partnerships, insurance companies and technology providers.
Company: Melbourne TEC Chambers Name: Laina Chan Email: firstname.lastname@example.org Web Address: mtecc.com.au
What makes you unique? MTECC is a one-stop shop for any technology, engineering or construction dispute. Within our skill set we are able to provide experienced arbitrators, mediators, expert determiners, adjudicators, referees, dispute board members and advocates appropriate for disputes of any size. What’s your biggest challenge facing you at present? Constantly having to work hard in order to remain current and be at the forefront of people’s minds. It is imperative that we continue to remain relevant and effectively market our skills.
technology, engineering and construction counsel and ADR practitioners. What’s your company’s biggest challenge? The problem is that there are now fewer construction disputes in which barristers are briefed than previously. This is partly a consequence of the high costs of litigation (influenced in Australia by proportionate liability), the increasing use of adjudication, and solicitors keeping more work inhouse. Our response is to better market ourselves to potential clients in order to make obvious the benefits that MTECC has to offer, particularly in planning a strategy for dispute resolution. This will include holding more MTECC seminars across Australia and circulating expert articles written by our members on relevant areas of the industry. What business/business person do you most admire and why? I admire barristers for their technical ability, but look more towards the modern day business entrepreneur for their commercial abilities. Zhou Qunfei, of Chinese company Lens Technology, is an example of how a tenacious belief in one’s potential can be the ultimate driver of commercial success.
What’s the aim for your business? We want to be the first place for corporate counsel and solicitors to look for specialist
Pardini & Asociados Name: Dr. Juan Francisco Pardini Company: Pardini & Asociados Email: Pardini@padela.com Web Address: www.pardinilaw.com Address: 50th Street, Plaza 2000, 10th Floor, Panama City, Panama Telephone: +507 2237222
What does your business do? Pardini & Associates is an International Law Firm with headquarters in Panama with 33 years of tradition and experience advising foreign clients and corporations of all sizes. The International Tax Planning Group of the firm has offices in Panama, Cyprus, Switzerland, Belize, BVI, Latvia and Seychelles. Since then, Pardini & Associates has been at the forefront of many innovative legal developments and during the past ten years, the law firm has developed a highly specialized practice in Foreign Investments in Panama mainly in areas such as: Tourism, Real Estate, Energy, Telecommunications, Insurance and Reinsurance, Mining, Petroleum, Antitrust, Competition, Intellectual Property, Banking, Securities, Manufacturing, Aviation, Construction, Government Contracts, Litigation in Panama and abroad. The Law Firm has a strong expertise in Labor and Immigration matters. Who are your clients? A wide range of clients have trusted in our experience and reputation. The Law Firm has represented to countless clients, such as: United Airlines, Fedex, Lufthansa, Agilent, Barclays, Societe
Generale, Hong Kong Trade, NM Rothschild & Sons, World Trade Center and others. What makes you unique? Since the beginning, Pardini & Associates has worked with quality, efficiency and dedication in every challenge that the Law Firm assumes to provide more and better services and a personalized attention to our clients. Our team has been the key of our success. What’s your biggest challenge facing you at present? Where to expand. What’s the aim for your business? Our goal is that our clients feel satisfied with our job, our advices. We aim to be in the “top of mind” in the market by the efficiency and quality of our work. What’s your company’s biggest challenge? The sensitive situation of Europe. What business/business person do you most admire and why? Steve Jobs for his vision.
Acquisition International - August 2015 59
PEM Corporate Finance LLP Name: Lake Falconer Company: PEM Corporate Finance LLP Email: email@example.com Web Address: www.pemcf.com Address: Salisbury House, Station Road, Cambridge, CB1 2LA, United Kingdom Telephone: 01223 728 306
What does your business do? We advise owner managed businesses on company disposal, acquisition, MBOs, raising debt and equity finance, and business valuation. Who are your clients? Small to medium owner managed businesses across the East of England and London. What makes you unique? We take time to understand our clients and their businesses so that we can deliver the best advice. Our team has decades of experience and our flat structure means clients receive cost effective senior level attention.
a buoyant Cambridge economy, so the biggest challenge is growing the team. What business/business person do you most admire and why? Ebon Upton, the CEO and founder of Cambridge based Raspberry Pi Foundation which is a client of ours. Since he established the company, it has been very successful in selling British made microcomputers around the world which are designed to give children an affordable route into programming.
What’s your biggest challenge facing you at present? The disparity between buyers and vendors price expectations / company valuations; which has prolonged the deal process. What’s the aim for your business? To always deliver the best possible advice and guidance to our clients, in a straightforward, open, and professional way. What’s your company’s biggest challenge? We’re seeing strong demand for our services in
Russell Advocaten B.V. What does your business do? Russell Advocaten is a full service law firm located in Amsterdam, the financial heart and capital city of the Netherlands. We provide prompt, high-quality legal services and render advice on a broad range of fields: • corporate law • business formation and reorganization • real estate and lease law • labour/employment law • (commercial) litigation.
Name: Reinier W.L. Russell Company: Russell Advocaten B.V. Email: firstname.lastname@example.org Web Address: www.russell.nl Address: Reimersbeek 2, 1082 AG, Amsterdam Telephone: + 31 20 301 55 55
60 Acquisition International - August 2015
Who are your clients? • Domestic and foreign (stock listed) companies (retail, fashion and luxury, real estate, IT/ICT), • Local and national authorities, • Foreign embassies and consulates. What makes you unique? • One company to cover all legal issues your enterprise has about company structure, personnel, real estate, permits and contracts • Russell Advocaten understands (foreign) entrepreneurs • One-on-one personal attention and dedication to our clients, and short communication lines at our office instead of a big law firm with dozens of lawyers • Helping our client to prevent legal procedures and high costs
Our niche practice areas: Embassies & Consulates and Art
What’s your biggest challenge facing you at present? Always being sharp and staying on top of things to get the best results for our clients What’s the aim for your business? The Netherlands is an appealing place to conduct business. It is our goal to help our clients to make their plans legally possible, especially when it is complicated. We help our clients steering through the rules and regulations of Dutch law. For this reason many (foreign) companies that set up their business in the Netherlands have chosen to seek assistance from Russell Advocaten. What’s your company’s biggest challenge? Our biggest challenge is to put legal risk management on the agenda of our clients. We want to make clear to them that it is cheaper to turn to your lawyer before you take risks, instead of afterwards, when the damage has already been done. What business/business person do you most admire and why? Our clients who always have great ideas! We are proud to help them find legal possibilities and safeguards to achieve their goals.
60 Seconds With...
Name: Steve Bellerby, MD Company: Smith Bellerby Ltd Email: email@example.com Web: www.smithbellerby.co.uk Address: 7-8 Abbey Court, High Street, Newport, Shropshire, TF10 7BW Telephone: +44 (0)1952 825 820
What does your business do? We manage Utilities for large, complex organisations with complex problems. We deal with all aspects of energy, water and telecommunications, be that procurement, billing bureau services, query management, changes of ownership, new supplies, supplier management, consolidated billing, site closures – you name it, we do it!
find the special ones. These people are the lifeblood of our business and we place a lot of responsibility on their young shoulders at a quite early stage, because the business is relatively small and can’t afford any passengers. A junior Analyst straight out of university can expect to be managing their own clients after as little as six months, under the watchful eye of a senior colleague of course.
Who are your clients? Our client portfolio is split between private sector corporate clients, which include EasyJet Airline Company Ltd, Biffa Waste Services Ltd and GBR Phoenix Beard Ltd amongst others; public sector local Government organisations spread throughout the UK; healthcare organisations and a range of smaller SMEs. We have been fortunate to be awarded a framework agreement with HealthTrust Europe, which enables ALL public sector organisations to engage our services without the need for lengthy and costly tendering exercises.
What’s the aim for your business? To continue to be the premier Utility Cost Management practice in the UK and to continue to deliver first class customer service for our clients. We’ve recently been awarded ISO 9001:2008, which reflects all the work that Jenny Smith, our Operations Director, and her team have put into improving and documenting internal processes over the past year.
What makes you unique? When we have asked our clients what makes our service unique, they said that it is our attention to detail and our willingness to go that extra mile on their behalf. I think that I can live with that… What’s your biggest challenge facing you at present? The biggest challenge facing any analytical consultancy business is finding high calibre maths/ science graduates with a degree of commercial acumen and a “can do” attitude. They clearly exist, because we’ve already recruited some really good ones, but you do need to trawl through an awful lot to
What’s your company’s biggest challenge? One of the biggest challenges that we face is the ability of the UK Utility industries to devise new and ever more interesting ways to screw up their customer’s billing (for us to then sort out!). Still, it keeps me off the streets and in a job… What business/business person do you most admire and why? I really admire Carolyn McCall, CEO of EasyJet, for the way that she has turned the company from what was a somewhat “maverick” organisation into a more corporate entity within a relatively small number of years, whilst at the same time improving profitability. On the couple of occasions that I’ve been fortunate enough to meet her, she also seems like a fairly decent human being…
Vicca Chartered Accountants What does your business do? Vicca Chartered Accountants is a solutions based accounting practice providing individually tailored business solutions and an extensive range of services as listed on our website located at www. viccaca.com. Vicca Chartered Accountants has gained a reputation in the industry for providing innovative business services and solutions to clients both in Australia and overseas.
Name: Mr Noe Vicca Company: Vicca Chartered Accountants Email: firstname.lastname@example.org Web Address: www.viccaca.com Address: Street Address: Level 16, 127 Creek Street, Brisbane Qld 4000, Australia Postal Address: GPO Box 3015, Brisbane Qld 4001, Australia Telephone: Office: +61 7 3221 9444 Mobile: +61 412 642 017
Who are your clients? Our clients include High Net Wealth Individuals, Small to Medium Enterprises and Large Enterprises. Industries include the land, property development and construction, infrastructure, retail, Information Technology and Innovation and the like. We become part of our clients DNA by being physically involved at the Board level and becoming an integral part of their decision making processes. What makes you unique? What makes Noe Vicca and Vicca Chartered Accountants unique is that we take on those difficult clients that other firms struggle with and we work with the client to find solutions to successfully resolve issues. We are client need centric and it drives our client service delivery.
today, the greatest for most is time pressures, as it is for me. At a professional, regrettably it is the changing attitude of fiscal taxing authorities where their desire for a collaborative approach to fiscal compliance is not necessarily matched by the actions of their investigation personal. What’s the aim for your business? To be part of our clients DNA, i.e. to be our clients trusted advisers in all matters of business. What’s your company’s biggest challenge? Meeting client expectations caused by a false perception that technology automation replaces human analysis and advice. Quite the contrary technological automation provides the tools that deliver a greater suite of services and advice because of the capacity to access timely and accurate financial information. In turn this process delivers profitable commercial outcomes to the clients. What business/business person do you most admire and why? The former Prime Minister of Singapore, Lee Kuan Yew for his vision in taking a small land mass area and creating a business structure mentality within the Government and turn his Country into the great success story it is today.
What’s your biggest challenge facing you at present? There are many pressures business owners face Acquisition International - August 2015 61
The Deal Diary
Welcome to the Deal Diary, our monthly round up of the recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors. With each diary entry, weâ€™ll be taking a comprehensive look at the inner workings of the deal in question and will be venturing behind the scenes to take a look at the dedicated professionals involved in ensuring its success. Have you done a deal lately? If so, then we want to hear from you. Head over to www.acquisition-intl.com and submit the details.
The Deal Diary
Consumer The second half of 2014 marked the second consecutive increase in aggregate deal values for the consumer industry, according to Zephyr, the M&A database published by Bureau van Dijk. In total dealmaking of USD 83,391 million was recorded across 1,483 deals, resulting in the most valuable six month period since the first half of 2007, when USD 110,331 million was invested. 2015 has started well in terms of the value of investment within the consumer sector, as USD 90,968 million has been injected during the first six months of the year. This represents the third consecutive value increase and once again, is the best result since the opening six months of 2007. Volume actually dropped in the first half of the year, declining to 1,300 from the 1,483 signed off in H2 2014. The result is also down on the year ago period; in H1 2014 1,359 deals were announced. The impressive value result shows a recovery of the markets has well and truly taken effect; the USD 90,968 million signed off is more than three times the H1 2010 result of USD 24,318 million. Western Europe has attracted the most investment in 2015 to date, notching up dealmaking of USD 51,946 million since the start of January. This places it well ahead of second-placed Far East and Central Asia, which was targeted in deals worth USD 21,318 million. South and Central America came third with USD 16,219 million. In terms of volume the top two remained the same as Western Europe and the Far East and Central Asia led the way with 561 and 354 deals, respectively. Eastern Europe was third by deal numbers, targeted in 267 transactions so far this year. In conclusion, 2015 has started very well in terms of consumer sector investment, reaching its highest level since prior to the global financial crisis. This result is promising and will lead many to hope for continued growth in the industryâ€™s investment levels.
hands-on grey matter.
Number and Aggregate Value (Mil USD) of Consumer Deals Globally by Type: 2006-2015 to date (as at 31 July 2015) Deal half yearly value (Announced date)
Number of deals
Aggregate deal value (mil USD)
.Mergers & acquisitions .Gaming and gambling .Payments .Corporate finance .Software licensing .Brand protection .Sponsorship .Image rights .Privacy .Data protection .e-money .Company incorporation .Company maintenance .Insolvency .Restructuring .EU cross-border trade .Competition (anti-trust) .Employment .Consumer protection .Domain name disputes .Taxation .Real Estate .Financial services .eCommunication .Wealth management .Cryptocurrency FINANCIAL AND CORPORATE RECOMMENDED FIRM
Level 5 Quantum House 75 Abate Rigord Street Taâ€™ Xbiex XBX 1120 Malta Telephone: (+356) 20925100 Web: www.whpartners.eu
Acquisition International - August 2015 63
The Deal Diary
Altor & Goldman Sachs Acquisition of a stake in Hamlet Protein Altor Fund IV and Goldman Sachs Merchant Banking Division partner to acquire the majority of Hamlet Protein from Polaris Private Equity and the founder of the company, Ole K. Hansen. Hamlet Protein is a global provider of soy-based protein solutions used in high value-add animal feed for young animals. The company services more than 50 countries from its two production facilities in Horsens, Denmark and Findlay, Ohio. “This is another important milestone for Hamlet Protein and we are very excited about our new partnership with Altor and Goldman Sachs Merchant Banking Division”, says Søren Munch, CEO of Hamlet Protein. “With the strong support of Altor and Goldman Sachs Merchant Banking Division we are uniquely positioned to accelerate the development and growth of Hamlet Protein and better service our customers and partners globally”
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“We have made a successful management succession and turned Hamlet Protein into a leading global provider of specialty soya for young animal feed with a strong market position in Europe, US and Asia through developing global sales organization and significant investments in expanding capacity including establishing a sales and production facility in the US”, says Niels Worning, Partner at Polaris Private Equity “It has been a very successful partnership with Polaris, where we, along with a strong new leadership have managed to achieve a great development for Hamlet the recent years with a significant strengthening of Hamlet’s global market position”, says founder of Hamlet Protein, Ole K. Hansen. “We are looking forward to continuing the positive development of Hamlet Protein started by Polaris in our equal partnership with Goldman Sachs Merchant Banking Division”, says Søren Johansen, Partner at Altor Equity Partners. “We believe that Hamlet Protein is ideally positioned to become the global champion within high value-add young animal feed” “We are impressed by the high value-add young animal feed platform that the management team and employees have built under the current ownership”, says Michael Specht Bruun, Managing Director in the Merchant Banking Division of Goldman Sachs. “We see significant growth potential globally and are excited about partnering with Altor and the management team to support the company’s impressive growth trajectory both organically and through acquisitions”
EQT Acquisition of HusCompagniet EQT VI has entered into a definite agreement to acquire HC TopCo A/S (“HusCompagniet” or the “Company”) from Danish FSN Capital III. HusCompagniet is a market leader in the single family brick-house market in Denmark and has attractive market positions in Germany and Sweden. By combining a concept of trademark quality, a first class consumer brand and customer focus, HusCompagniet has raised the number of delivered houses rapidly resulting in increasing market shares. The Company operates with a unique asset-light business model, collaborating with a distinct group of sub-contracted construction professionals to deliver quality houses at industry leading delivery times. During 2014, HusCompagniet delivered a total of 1,010 houses. Revenues for 2014 amounted to DKK 1.8 billion with an EBITDA of DKK 189 million. HusCompagniet has 230 employees. With EQT VI as a new owner, the Company’s business plan will focus on continued growth through, for instance, additional market penetration across Northern Europe. “EQT has followed HusCompagniet for several years and we are impressed by the quality and dedication of both the employees and management. We are also impressed by the strong Danish market position and the fast growing positions in Germany and Sweden. We believe HusCompagniet has an excellent platform to pursue further growth,” says Morten Hummelmose, Partner at EQT Partners, Investment Advisor to EQT VI. “We are excited to have EQT VI as our new owner. As part of the EQT family, we hope to be able to leverage the international network of EQT and its expertise in supporting growth strategies. Together with EQT, we will continue to develop HusCompagniet and further develop our position as the leading Northern European single-family brick-house retail concept,” says Steffen Baungaard, CEO of HusCompagniet. Closing of the transaction is expected in August, subject to customary anti-trust approvals. The parties have agreed not to disclose the transaction value.
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The Deal Diary
Zegona Acquisition of Telecable
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Further to its announcement s on 27 July 2015 and 13 August 2015 , Zegona is pleased to announce that it has completed the acquisition of Telecable and that 192,326,724 ordinary shares of £0.01 have today been re - admitted to trading on the AIM market of the London Stock Exchange (“AIM”) at 8:00am (“Admission”) under the ticker “ ZEG ”.
Shortly f ollowing Admission, the Company has issued a further 3,718,236 ordinary s hares of £0.01 each as part consideration for the acquisition of Telecable (the “Consideration Shares”). Application for the admission of the Consideration Shares to trading on AIM has been made and will become effective at 8.00am on 17 August 2015. In accordance with the Disclosure and Transparency Rules (DTR 5.6), the Company makes the following disclosure with respect to the share capital and voting rights of the Company. As at 14 August 2015, the issued share capital of the Company consists of 19 6 , 044 , 960 ordinary shares of £0.01 each with voting rights. The above figure ( 196,044,960 ) may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure and Transparency Rules.
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Defined terms used in this ann ouncement shall have the same meaning as ascribed to them in the Admission Document relating to the Company dated 27 July 2015. Regional Director at Merrill DataSite, Alvaro Ortega, said - “Merrill DataSite was the virtual data room provider on this project. We were able to quickly get the VDR for the deal up and running, which contributed to closing it within a very tight schedule.”
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Taylor Wessing Advises THMMS’s Acquisition of EliteMedianet TOMORROW FOCUS AG has agreed to sell EliteMedianet GmbH, which operates the premium online dating agency ElitePartner. The purchaser is THMMS Holding GmbH, a subsidiary of Oakley Capital Private Equity II. The transaction reflects TOMORROW FOCUS AG’s strategic realignment towards transaction-based business models centred on the travel industry.
Legal Advisers to TOMORROW FOCUS AG
ElitePartner is one of the leading online dating agencies in the German-speaking region of Europe. The service was launched in Germany in 2004 and in Austria and Switzerland a year later. The company is based in Hamburg, Germany, and has a workforce of around eighty. In the financial year 2014 EliteMedianet generated revenue in the region of EUR 28 million and EBITDA of EUR 2.6 million. Oakley Capital is a private equity firm based in London, and the Oakley Capital Group has assets under management of around EUR 750 million. It invests primarily in fast-growing companies in the UK and Western Europe and in April 2015 acquired Parship GmbH, which operates an online dating agency by the same name.
Legal Advisers to Oakley Capital
The sale of EliteMedianet GmbH is expected to generate a total of EUR 23.3 million for TOMORROW FOCUS AG based on an anticipated sale price of EUR 22.0 million. An amount of EUR 14.8 million is payable on completion of the sale. TOMORROW FOCUS AG will provide a loan with a term of up to two years to cover the remaining sum of EUR 7.2 million. On scheduled repayment of this loan at the end of the term, TOMORROW FOCUS AG will also receive interest due of up to EUR 1.3 million. The total figure is equivalent to 9 times the EBITDA generated by EliteMedianet GmbH in 2014. Between 2007 and 2015, the company will have generated and transferred to the Group an accumulated net cash inflow of around EUR 13 million. At Group level, the sale of EliteMedianet GmbH will produce an estimated loss of around EUR 2 million and will necessitate a valuation adjustment of EUR 3 million to deferred taxes on loss carryforwards. In TOMORROW FOCUS AG’s single-entity financial statements based on the German Commercial Code (Handelsgesetzbuch, HGB), the sale will generate a book profit of around EUR 1 million.
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The Deal Diary
DLA Piper Advises Oakley Capital on Acquisition of Shares in Daisy
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Investment group Oakley Capital Investments (OCIL) has acquired a stake in unified communications provider Daisy Group for £39m. The London-listed group, which had previously held a 13.6% stake in Daisy Group, said its Fund II bought a minority stake in the Lancashire-based company. Oakley’s contribution to its Fund II’s equity investment is approximately £14.9m, with a further £14m provided directly to Daisy Group in the form of mezzanine finance.
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“We are delighted to be acquiring a stake in Daisy - it is a business we know well and one that has created very significant value for OCIL in the past,” said group director Peter Dubens, who founded Oakley Capital Group after resigning as director of Daisy Group in 2014. “It is led by a highly respected management team that has recently completed the acquisition of Phoenix IT to create a leading UK unified communications and IT services business.
“We look forward to working with our fellow shareholders and the management team to generate further growth and value over the coming years.”
Skadden Advises NFP Acquisition of BWD
Legal Adviser to the Purchaser
NFP, a leading insurance broker and consultant that provides employee benefits, property & casualty (P&C), retirement, and individual insurance and wealth management solutions, has acquired BWD Group, LLC (BWD), which allows it to significantly expand its national P&C capabilities and its Northeast employee benefits resources. “The BWD acquisition marks a tremendous milestone in growing NFP’s P&C operation to complement our significant benefits and individual solutions presence”
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BWD, located in Plainview, NY, is a nationally recognized leader in P&C and employee benefits brokerage and consulting with proprietary programs and specialties in the sports, entertainment and publishing industries. BWD is known in the industry for its exceptional client service to large corporate clients and specifically to some of the nation’s top sports leagues and teams. In addition to advancing NFP’s P&C capabilities, the acquisition will allow BWD to continue to enhance its services and value proposition to its clients by leveraging NFP’s complementary resources, scale and broad distribution. BWD’s principals will join NFP’s leadership team as Managing Directors. Roger and Marc Blumencranz and Stuart Wilkins will each become Managing Director, NFP Property & Casualty, New York Metro. Eric Blumencranz will become Managing Director, NFP Corporate Services (NY). BWD’s management will supervise NFP’s combined New York P&C presence, and the collective New York P&C operation will report to Terrence Scali, Chief Executive Officer, NFP Property & Casualty. The combined New York benefits operation will report to William Austin, Managing Director, NFP Corporate Services (NY). BWD’s President, Roger Blumencranz, who represents the second of the four generations that have shaped BWD’s long-term and highly evolved infrastructure added, “We are excited for what BWD and our employees have to gain from NFP and what we have to offer NFP’s P&C division with our specialized services in the sports and entertainment world. We look forward to expanding this division with NFP and becoming a larger force in the insurance industry.”
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Aberdeen Asset Management Acquisition of Arden Asset Management Financial Adviser To Aberdeen Aberdeen Asset Management Inc (Aberdeen) is pleased to announce it has entered into an agreement to acquire Arden Asset Management LLC (Arden), a provider of hedge fund solutions with offices in New York and London. This acquisition is in line with Aberdeen’s strategy to strengthen and grow its global alternatives platform encompassing multi-manager research and selection across hedge funds, private equity, and property along with direct investments in infrastructure projects. This means that Aberdeen can offer its clients access and exposure to high quality alternative investments across liquid strategies, private markets and real assets. Arden is a hedge fund specialist that creates and manages hedge fund portfolios across the liquidity spectrum using its proprietary manager selection and portfolio construction processes. Arden advises on and manages assets on behalf of a wide range of clients, including corporate and state pension plans, sovereign wealth funds, global bank platforms and retail investors. In 2012, Arden launched an innovative, daily liquidity product into the US market providing diversified, alternative investment strategies allocating to many brand name underlying hedge fund managers. The business is complementary to Aberdeen’s existing hedge fund solutions capability and the two teams will be fully integrated. This will position Aberdeen as a leading hedge fund investor with over 30 investment professionals and around $11 billion of assets under management for the combined team. The transaction provides key benefits to Aberdeen: - Grows our alternatives platform and enhances Aberdeen’s position in the US and global institutional investor market - Immediate entry into portfolios of liquid alternative products in the US - Adds US-based investment professionals, with an investment process which is highly complementary to Aberdeen’s, broadening our global platform - The transaction is subject to regulatory approval from the UK FCA and notification to the Irish Central Bank. It is also subject to obtaining the approval of the Board of Trustees and shareholders of certain mutual funds. The aim is to complete the transaction during the fourth quarter of 2015.
Milbank Advises ProSiebenSat.1 on Acquisition of Verivox from Oakley Capital
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Financial Adviser To Arden
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Legal Advisers to Sellers
ProSiebenSat.1 is further strengthening its strategic eCommerce business through its 7Commerce subsidiary by acquiring a majority stake in Verivox, Germany’s largest independent consumer portal for energy. With this largest digital acquisition to date, ProSiebenSat.1 is expanding its activities in the fast-growing segment of comparison portals. ProSiebenSat.1 is acquiring 80 percent of the shares in Verivox for a purchase price of around EUR 170 million. On top of this comes a variable purchase price component, the amount of which is subject to the operating profit of Verivox in the year of 2015. This amounts to a maximum of EUR 40 million. The former owners under the leadership of Oakley Capital will continue to hold a minority interest in the company. The acquisition is subject to approval by the German Federal Cartel Office. Tax Advisers to Sellers Christian Wegner, Member of the Executive Board, Digital, ProSiebenSat.1 Group: “Verivox has outstanding growth potential and is a highly attractive brand. In recent years, the company has invested heavily in the expansion of its comparison services and now has a comprehensive portfolio which, in addition to energy, includes the telecommunication, insurance, and financial service segments. In the years ahead we will draw upon the marketing power of our TV stations to establish Verivox as a leading portal in this segment.” Mark Joseph, Partner of Oakley Capital Private Equity: “We would like to thank Chris Öhlund and the Verivox management team for their impressive performance in recent years and we look forward to working with ProSiebenSat.1 and management to further accelerate the dynamic development of Verivox in future.”
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Chris Öhlund, CEO of the Verivox Group: “We are very pleased to have found a strong new partner and owner with ProSiebenSat.1. Jointly, we will work together to further accelerate the growth of Verivox’s unique consumer proposition by deploying ProSiebenSat.1 media power. This will aid our efforts to increase awareness of our new business segments in car insurance, telecommunications and preferential online credits offers. Additionally, our market leading energy comparison service will now be made aware to more consumers who will directly benefit by their opportunity to save money for free.”
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The Deal Diary
Gunner Cooke Advises on Statesman Travel Acquisition of Greaves Travel Legal Adviser to the Purchaser Travel management firm Statesman Travel Group has announced the acquisition of Greaves Travel. Greaves Travel, a UK airfare consolidation company, has joined forces with Statesman’s Masterfare division, which grows market share on popular routes to India, Africa, Southeast Asia and Australia with British Airways and other leading carriers. Statesman Travel joint-managing director Mervyn Williamson, said: “Our airline partners are delighted with this announcement and by combining our expertise, personnel and resources, we will be able to deliver an even better product and service, significantly increasing our market presence” “Greaves Travel will significantly boost our Group spend in annual travel bookings and help us to achieve even greater savings on behalf of our clients. We want to attract the best people in the industry and adding the talented and experienced team from Greaves Travel as part of the acquisition is fantastic news for us.”
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McDermott Will & Emery Advises Biota’s Acquisition of Anaconda Pharma International law firm McDermott Will & Emery advised the shareholders of Anaconda Pharma on the sale of the company to Biota Pharmaceuticals. Anaconda Pharma was formed in 2003 as a spin-out of the Institut Pasteur and is focused on the development of treatments against human papillomavirus (HPV) infections. Under the agreement, all of Anaconda Pharma’s shares will be acquired for shares of Biota common stock and $8 million in cash, subject to certain adjustments. Biota Pharmaceuticals, Inc. is a company focused on the discovery and development of products to treat serious viral respiratory infectious diseases. Biota will fund the cash portion of the purchase price with cash on hand. Anaconda’s shareholders may earn up to $30 million if the company achieves certain clinical and regulatory milestones, in addition to a royalty. The deal is expected to occur by the end of April 2015, subject to approval of the French Ministry of Finance and Economics and other customary conditions. Anaconda Pharma’s lead candidate is AP611074, a patented, direct-acting antiviral in development for the treatment of condyloma, or anogenital warts, as well as the orphan disease recurrent respiratory papillomatosis, both of which are caused by HPV types 6 and 11. Anaconda Pharma successfully completed a Phase 2a clinical trial of AP611074 5% gel demonstrating biological activity with a significant reduction in the surface area of condyloma while exhibiting favorable local skin tolerability. Reflecting McDermott’s life science capabilities and global platform, Anaconda Pharma’s shareholders were represented by attorneys in McDermott’s Paris, New York and Washington DC offices, including Emmanuelle Trombe, Anthony Paronneau, Noëmie Fort, Antoine Vergnat, Christophe Jolk, Jilali Maazouz and Myrtille Lapuelle, Joel L. Rubinstein and Elliott Smith.
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Ashurst Advise During Omers’s acquisition of Environmental Resources Management
Charterhouse Capital Partners LLP agreed to sell Environmental Resources Management, a consulting firm, to the Ontario Municipal Employees Retirement System for US$1.7 billion. ERM employs more than 4,800 people and has worked for companies including Royal Dutch Shell Plc, Tesco Plc and Unilever NV, Charterhouse said in an e-mailed statement on Monday. The Alberta Investment Management Corp., which invests on behalf of pension, endowment and government funds in the province of Alberta, will put money into the deal alongside OMERS, according to a statement on ERM’s website.
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Canada’s cash-rich pension funds have been increasing their allocations to private investments to diversify away from low expected returns in stocks and bonds. Canada Pension Plan Investment Board agreed last week to buy a lending business from General Electric Co for $12 billion in its largest acquisition to date. Legal Adviser
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CMS Advise During Echo BV’s Acquisition of a Stake in Echo Investment Echo BV — which is indirectly owned by Griffin Topco III (an entity controlled by a fund managed by Oaktree Capital Management) and Bravo II (a fund managed by Pacific Investment Management Corporation) — acquired a 41.55% stake in Echo Investment.
The main stakeholder of Echo Investment – one of the largest Polish-financed development companies in CEE, and listed on the Warsaw Stock Exchange – was FTF Columbus, an entity controlled by Michal Solowow, a Polish businessman.
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The Deal Diary
Baker & McKenzie Advise During Walmark’s Acquisition of Pneumolan Legal Adviser Wal-Mart Stores, Inc. today announced it has acquired the outstanding shares in Yihaodian, taking full ownership of its fast-growing e-commerce business in China. Wang Lu, president and CEO of Walmart Global eCommerce in Asia, will lead Yihaodian as part of his overall executive responsibilities. With full ownership of Yihaodian, Walmart plans to invest in both accelerating e-commerce and creating a seamless experience for customers across online, mobile and stores. Walmart, which previously held approximately 51 percent of Yihaodian, acquired the remaining shares from Ping An of China, a financial services group, and the co-founders, former Chairman Gang Yu and former CEO Junling Liu. The two co-founders announced earlier this month that they are leaving Yihaodian, and will continue to serve as Chairman Emeritus and Strategic Executive Advisor respectively to ensure a smooth transition and contribute to the future success of Yihaodian. Walmart’s planned investments are included in the company’s previously announced e-commerce budget. “Yihaodian has excelled as one of China’s top e-commerce businesses. We’re excited about the team at Yihaodian and their strong local e-commerce experience,” said Neil Ashe, president and CEO of Walmart Global eCommerce. “This local experience, combined with Walmart’s global sourcing and our strong local retail presence and supply chain will allow us to deliver low prices on the products customers need in new and exciting ways. Our investment in Yihaodian is part of our long-term commitment to grow in China, and we look forward to continuing to play a positive role in the development of the e-commerce industry.
“We thank Gang and Junling for their entrepreneurship and innovation, and for creating a world-class foundation and team to lead Yihaodian going forward.” Yihaodian will continue operating under its existing name and will maintain its focus on having strong local leadership with a clear understanding of the needs of online consumers in China.
JAC’s Acquisition of NXP RF Power Business NXP Semiconductors N.V. announced an agreement that will facilitate the sale of its RF Power business to Jianguang Asset Management Co. Ltd. Under the terms of the agreement JAC Capital will pay $1.8 billion for the business. The NXP RF Power business is one of the market leaders in high performance RF power amplifiers primarily focused on the cellular basestation market, but with potential future growth applications in the areas of industrial lighting, next generation cooking and automotive electronic ignition systems. “The creation of a new company focused on the RF power amplifier market is a ground breaking transaction for JAC Capital and a great deal for our customers. Although we would have expected a higher valuation in a regular disposal, JAC Capital’s ability to support continued growth and development of the business and its ability to sign and close a transaction rapidly was a key factor in enabling the best outcome for our customers and shareholders, as well as supporting the closure of the merger with Freescale Semiconductor,” said Richard Clemmer, NXP Chief Executive Officer. “We are happy to reach an agreement to acquire the RF Power business from NXP with its strong team and established technology. We will keep on increasing investment in R&D, manufacturing and customer service of the new company to strengthen its market position. JAC Capital and its shareholders will also help the new company to maintain fast and stable growth through our network of worldwide financial institutions, industrial leaders and JAC Capital’s management team with many years of experience in the semiconductor and telecom industry,” said Brighten Li, Chairman of JAC Capital Investment Evaluation Committee. Under the agreement, the entire scope of the NXP RF Power business and approximately 2,000 NXP employees who are primarily engaged globally in the RF Power business, including its entire management team, are to be transferred to an independent company incorporated in the Netherlands, which will be 100% acquired by JAC Capital upon closing of the transaction. Additionally, all relevant patents and intellectual property associated with the RF Power business will be transferred in the sale, as well the NXP back-end manufacturing operation in the Philippines that is focused on advanced package, test and assembly of RF Power products. 70 Acquisition International - August 2015
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Grant Thornton Advise Four Communications investment from BGF In August 2015, BGF backed the UK’s sixth largest independent communications agency with a £10m investment to help it prepare for significant expansion. BGF took a minority stake in London-headquartered Four Communications (Four) which also has offices in Edinburgh, Abu Dhabi and Dubai and employs over 200 staff across its four offices. Four’s key services include public relations, public affairs, marketing, sponsorship, digital & content and media planning & buying with a particular focus on the property, travel, culture, healthcare, financial services and public sectors.
As part of the investment, the business also secured an additional debt facility from HSBC. Four has experienced rapid growth over the past four years, doubling turnover from £15m in 2010 to over £32m in 2014, a record-breaking year for the agency, and is expected to increase this again by over 20 per cent organically in its current financial year ending December 2015. Four has won numerous industry awards including UK Agency of the Year, Middle East Agency of the Year, Best New Agency, the UK’s Best External Campaign and a top 50 UK Businesses to Watch Recognition, and is now the number six independent communications agency in the UK according to PR Week.
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BGF’s £10m growth capital investment will support the company in making a number of acquisitions in the UK, Middle East and South East Asia. Over the past four years, Four has built a strong track record of acquiring and integrating communications agencies which offer complementary services to the group including bgb in 2011, Colman Getty in 2012, Kinross & Render in 2013, Consolidated PR in 2014 and most recently MSA Media in May 2015. Founded in 2001, Four has over 600 clients across a number of sectors including Etihad Airways, The Man Booker Prizes, Sotheby’s International Realty, Intercontinental Hotels Group and Kinleigh Folkard and Hayward. Notable campaigns run by Four include UK Government PR Campaigns for the Foreign and Commonwealth Office and Cyber Streetwise, integrated & digital campaigns for The Wales Millennium Centre and Agatha Christie and marketing & media campaigns for St George.
Allen & Overy Advise During HIG European Capital Partners’ Acquisition of Centros Unico H.I.G. European Capital Partners, the European arm of global private equity firm H.I.G. Capital, announced the acquisition of Centros Único, a leading European provider of permanent hair removal and medical aesthetic services. Founded in Spain, Centros Único is the market leader in the high quality hair removal sector offering superior diode laser technology, the most effective and lasting existing technology. Additionally, Centros Unico is a pioneer in providing medical aesthetic services, offering a wide range of non-invasive beauty treatments at very competitive prices. Centros Unico has provided its treatments to more than 300.000 customers and has a presence in Spain, Portugal, the United Kingdom, Italy, Germany Switzerland and Mexico with 156 centers, most of them located in the Iberian Peninsula.
Legal Advisers to the Debt Providers
Centros Único was founded in 2011 by Azucena Rubio and Jorge Cabrero, who will remain as equity partners and will still be actively involved in the company´s day to day management. This association will allow Centros Unico to benefit from the operational, financial and strategic know-how of H.I.G. throughout its international expansion process and the development of the aesthetic medicine strategy. H.I.G. has prior experience in the aesthetic sector, having completed a highly successful investment in Ideal Image, a leading laser center chain in the US. Additionally, H.I.G. has a wide network of offices, including countries where Centros Unico has a presence, and hence will be able to locally support its expansion plans.
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