AI Magazine February 2016

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www.acquisition-intl.com • February 2016

The World's Leading Payment Processor We speak to Andy Khawaja, CEO of internet payment service provider Allied Wallet about why his company is ahead of the game in the field of ecommerce. /10

Cuba Comes in From the Cold: Special Feature We invited Hermenegildo Altozano, partner at the Madrid office of Bird & Bird, to talk us through this vibrant and dynamic region. /107

David Debenham is 2015’s Leading Fraud Investigator /116 Guido Bauer is CEO of the Year - California /30 AI speaks to Julie Katz about Copyright Litigation in the USA /34 Dr. David Gershon is New York's Number One CEO /50 Project is one of the Innovative Business Leaders of 2016 /80 We speak to David Amaryan at Copperstone Capital /27 Adebola Sonajo is Nigeria’s Leading Adviser /126 AI Spoke to Microfin plus Ghana Ltd About the Role of Microfinance in Developing Countries/61

This month’s Leading Actuary The Importance of Anti-corruption DD/FCPA is Peter Neuwirth

Withers & Rogers Talks Tech IP...

NanoViricides, Inc. is Leading the Way

We caught up with Peter Neuwirth to find out more about his background and expertise, and get his views on what makes a good actuary. /35

Their Electronics, Computing & Physics group is one of the largest of its kind in Europe, serving a wide range of technology clients. /48

We had a chance to catch up with representatives from NanoViricides, Inc. and learn how they are leading the way with their advancements in this demanding field. /82

We speak to Prof. Dr. Heiko Ahlbrecht, Partner at Wessing & Partner, who gave us his insight into the growing importance of anti-corruption due diligence. /75



Contents

Editor’s Comment Welcome to the February issue of AI magazine. The use of unitranche loans, commonly used to fund private equity-backed acquisitions, management-led buyouts and corporate refinancings, is on the rise according to the Deloitte Alternative Lender Deal Tracker published at the end of 2015. M&A in the technology, media and entertainment (TME) space has boomed over the last 24 months according to Michael Young, Partner at Reed Smith LLP. On microfinancing, Rupert Scofield, global co-CEO and President of FINCA reveals how their work is allowing entrepreneurs in Pakistan to grow and prosper. Elsewhere, Anti-corruption due diligence as a part of M&A transactions is a necessary step in providing protection for the purchaser post acquisition. This packed issue also details CEO of the Month and what it is like to be at the helm of the world’s most successful companies and what it means to be an innovative and creative business leader. Likewise, the CEO of the Year awards identify and recognise the outstanding leadership of CEOs across all industries and jurisdictions. It is an exciting time for global M&A and for the advisers working within the market, now that global M&A volume has hit a record recently exceeding pre-crisis 2007 levels and making 2015 officially the biggest year ever for global mergers & acquisitions. This magazine highlights the explosive and continued growth and predictions for the future of Hungary and we lift the lid on franchising, one of the fastest growing methods of doing business and the complex nature of the franchisee relationship. The above and many more areas are explored, including the advantages of Employee Stock Ownership Plans (ESOP) and the Rise in Copyright Litigation. I hope you enjoy this issue. Jonathan Miles, Editor Jonathan.Miles@ai-globalmedia.com No information contained on or in this website constitutes investment advice or an offer to invest or to provide management services and is subject to correction, completion and amendment without notice. Neither AI nor any of its associated entities are authorised to give financial advice of any nature nor are they regulated by the Financial Services Authority. Prior to making any investment, AI recommends that any prospective investor should consult with its own investment, accounting, legal and tax advisers to evaluate independently the risks, consequences and suitability of that investment.

The World’s Leading Payment Processor In an interview with Allied Wallet CEO Andy Khawaja, he reveals why his company are ahead of the game in the field of ecommerce. /10

4/ News 8/ Sector Talk 14/ AI Round Table - Hawksford 20/ The Evolution of Unitranche 22/ CEO - D. Emanuel, Veale Wasbrough Vizards 23/ CEO - Richelle Konian, Careers On The Move 24/ Is Market Research Key to your Success? 27/ Copperstone Capital 29/ WSP | Parsons Brinckerhoff 30/ CEO, California - Guido Bauer, Green Globe 31/ CEO, Germany - R. Busch, Linguatec GmbH 32/ CEO, The Netherlands - Batavia Biosciences 34/ The Rise in Copyright Litigation in the USA 35/ Leading Actuary - Peter Neuwirth 36/ CEO - Roger Ramsden, Saga Services 37/ CEO, Texas - Frank I. Wolfe, HFTP 38/ M&A and TME: what will 2016 hold? 41/ CEO, Vietnam - Dang Duong Anh, VILAF 42/ CEO - G. Adinamis, GlobalCare Clinical Trials 43/ CEO, Utah - Dustin Hansen, InXpress 44/ CEO - B. Bizub, Palm Beach Orthopaedics 46/ CEO - Steve Robinson, Cleaning Authority 48/ Unified Patent Court and Unitary Patent 49/ Bellpenny Acq of Trustee Asset Management 50/ CEO, New York - D. Gershon, SuperDerivatives 52/ CEO, Maryland - Dubai Investments PJSC 55/ CEO - Mike Edwards, Company Fusion 56/ CFO - William B. Baldwin, Kepner-Tregoe 58/ Microfinancing 62/ Mergers and acquisitions 64/ Ones to Watch in 2016

How to get in touch 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/ reception@acquisition-intl.com Website/ www.acquisition-intl.com

Find us on/

68/ 69/ 74/ 79/ 84/ 90/ 91/ 92/ 93/ 94/ 95/

Third Quarter Update Fourth Quarter Update Anti-Corruption DD/FCPA Most Innovative Business Leaders 2016 2016’s Leading Advisers Foreign Investment in Chile Hungary: A Soaring Economy, Beating the Odds Latin America Series: Guyana Resolving Franchising Disputes in the UK Growth in UK M&A appetite The Pros & Cons of Employee Stock Ownership Plans 96/ Adrian Ashton 97/ Africa on the Rise 99/ Reaching Pakistan’s Potential 100/ Partner in Pet Food Kft 103/ Albania: Creating Conditions for Accelerated Growth 104/ John Harrison & Company 105/ Wasps Finance plc 6.5% Secured Bond Issuance 107/ Cuba Comes in From the Cold 108/ ATD Solutions LLC 109/ Michael Rinaldi & Co LLP 110/ BGC Partners 111/ The Growth of Third Party Litigation Funding 112/ Beever and Struthers 113/ The Last Emerging Market 114/ Fosters Legal LLP 115/ The Rise of Insurance M&A 116/ 2015 Leading Fraud Investigator 117/ 2015 Top 50 Business Leaders Guide 118/ Cornerstone Capital Management 120/ Ones to Watch for 2016 121/ RICOH Czech Republic s.r.o. 122/ Turkcell has reinforced its regional leadership with the Ukranian acquisition 124/ HAYSTACKID LLC 126/ Leading Adviser in Nigeria Acquisition International - February 2016 3


News: from around the world

M&A Sector Criticises Inefficient Due Diligence The secure cloud provider Drooms this month developed the first standardised due diligence index for M&A transactions Seek and you shall find: this could well be the motto of many parties involved in conducting due diligence for an M&A transaction. After all, it takes a lot of time to thoroughly inspect a sales asset. And what’s more, the sheer scale of due diligence processes can mean that costs spiral out of control. Expert lawyers, consultants and auditors conduct systematic strength-weakness analyses and enable both sides to make substantiated assessments of a sales asset.

room for improvement in relation to standardising M&A transactions. The first efficiency killer can be identified right at the start of the process, when the index structure for the due diligence virtual data room is being set up – nearly 50% of respondents stated that they create a new index structure for every transaction. With regard to required content and index structure, all transactions tend to be very similar.

Their respective hourly rates impact the overall cost of the transaction. In a quick poll, both clients and industry professionals were asked about a standardised index structure as a success factor for their transactions: More than 80% of respondents would like a standardised index to be established. For this reason, Europe’s leading provider of secure cloud solutions, Drooms, has devised a standardised due diligence index for the first time. The aim of this is to ensure more efficient and cost-effective due diligence processes in virtual data rooms.

With this in mind, 74% of respondents see saving time as the most major advantage offered by a standardised index. The index structure blueprint can then be adapted to the respective company and industry. The index covers all key points for due diligence checks, from the company itself (company structure, products, sales, IT, etc.), legal aspects (contracts, statutes, etc.) financials (annual accounts, assets, taxes, etc.) and staff (work contracts, bonus schemes, etc.). In this way, the risk of missing documents is minimised, which 64% of respondent’s view as a further advantage of a standardised index. Jan Hoffmeister, Managing Director of Drooms: “Standardisation will help all parties involved in a transaction to speed up processes and cut costs. In

Great Potential to Standardise M&A Transactions According to the survey, more than three quarters (77%) of M&A experts conceded that there is further

4 Acquisition International - February 2016

particular, the stages of preparing and processing documents stand to benefit.” Thorough due diligence protects the management board Both buy and sell sides have a vested interest in conducting thorough risk assessments: for the vendor, there is a chance to increase the transaction value if no deal-breaking issues are found, while due diligence protects the buyer against the risk of a bad acquisition and could enable them to secure a discount on the transaction value if a potential deal-breaker is found. Thorough risk assessments therefore also serve as legal protection for management boards. They assume responsibility for the deal based on the outcome of due diligence. A Q&A process integrated into the data room provides comprehensive reports on questions and answers which arise in the data room during the whole due diligence process. These controls ensure that all processes can be retraced even after the transaction has been completed. The virtual data room is a secure platform which increases efficiency in the crucial stages of an M&A transaction, from due diligence processes through to compliance.


News: from around the world

News: from around the world

Bower Launches First High Net Worth Equity Release Service •

Bower Private Clients offers bespoke retirement lending solutions and individual underwriting for more complex cases Bower Private Clients’ analysis shows more than 36,000 £1 million-plus properties bought without mortgages in England and Wales in past five years

National adviser Bower Retirement announced recently that they are expanding with the launch of the first dedicated high net worth equity release service in response to strong demand for targeted advice as property wealth becomes more important to retirement planning. Bower Private Clients has recruited specialist advisers from private banks and can create individual terms to help it deliver personalised equity release solutions for customers with the initial focus on London and the South East. The high net worth adviser is able to offer bespoke equity release rates and terms for customers as the equity release market expands into wider retirement lending.

Bower is working with private banks, accountants and law firms after being referred complex cases including typically customers facing interest-only issues as well as clients wanting to gift substantial amounts to family for house purchases. Cases have involved clients releasing £1 million-plus. The launch is being driven by increasing numbers of retired homeowners with homes worth more than £1 million who need more complex advice on property and legal issues who are looking for equity release solutions. Bower believes the growth in property wealth is dramatically changing the equity release market while pensions and investments remain under pressure. Its analysis shows more than 36,000 £1 millionplus homes have been bought without mortgages in England and Wales in the past five years – more than 85% of those deals were in London and the South East. Andrea Rozario, Chief Corporate Officer at Bower Private Clients said: “The expansion is being driven by clients and their wider range of advisers including private banks, lawyers, accountants and wealth managers who recognise that property wealth can offer a variety of solutions. “Homeowners increasingly have more wealth tied up in their properties – our analysis shows that around £63 billion has been spent buying £1 million-plus homes without the need for a mortgage in the past five years – and want to be able to access that wealth as part of retirement planning.

Gide Advises Vallourec on Acquisition of Tianda Oil Pipe Gide has advised Vallourec Tubes SAS on its HKD 846.6 million acquisition of 50.61% of the entire issued share capital of Anhui Tianda Oil Pipe Co., Ltd. (TOP, 0839. HK), a Chinese seamless pipe manufacturer listed on the Hong Kong Stock Exchange. This major transaction for Vallourec is part of its new strategic plan to transform its operational structure and bolster its global competitiveness. Vallourec has held a 19.46% stake in TOP since 2011, and this acquisition will give it a 70.07% controlling interest in the Chinese company. Vallourec and TOP signed the conditional sale and purchase agreement on 29 January 2016. After the transaction is completed, Vallourec will launch a mandatory general offer to acquire all remaining shares. Gide acted as lead counsel to Vallourec and advised on the PRC legal aspects of the project. The Gide team, led by partner Thomas Urlacher with the assistance of associates Wu Bin and Ronan Diot, also drafted all contractual documentation, including the sale and purchase agreement. Norton Rose Fulbright advised Vallourec on the Hong Kong law aspects of the transaction, while partner Chunyang Shao and senior associate Teresa Lee of Jun He acted for TOP on the mandatory general offer.

“Launching Bower Private Clients is the next logical step to provide a service focused on retirement lending for high net worth clients and we are already seeing strong demand from clients and introducers.” Specialist underwriting is needed for many high net worth clients as more expensive properties can be problematic and may need specialist surveys and innovative solutions. Advisers are able to provide individual discretion on rates for equity release plans which can be personalised and structured to meet client needs which can include advice on inheritance tax as well as restructuring finances.

Acquisition International - February 2016 5


w w w.navconsulting.net

INDEPENDENT

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OUR INDEPENDENCE

OUR PEOPLE

NAV is not affiliated with any bank, broker, or other services provider. Being 100% privately owned for our entire history has meant one thing above all: we are not bound by the need for short-term investor results. We have always been free to make our priority a long-term view with continuous investments into our infrastructure, our people, and our technology. NAV’s wholly-owned, proprietary technology, also eliminates any dependence on licensing technology from competitors or other third parties. NAV’s pledge is not to become involved in the industry’s M&A activity and consolidation.

NAV’s team brings a wealth of knowledge to each client engagement. We are proud to have remarkably low staff turnover. NAV’s commitment has always been to seek out the best educated and most seasoned industry professionals. Our capable people are prepared, responsive, and led by a veteran management team to provide the highest quality of service and support to our clients. Account Managers are highly qualified with a minimum of 8 years experience.

OUR IT AND INFRASTRUCTURE

OUR RESOURCES

We are a forward-looking firm and we innovate, enhance, and advance our infrastructure and systems every day. We pay attention to the details of programming, accounting, data integrity, cyber security, and disaster preparedness. We are constantly optimizing our control environment and core software with upgrades to our processes. We focus on using the most advanced technology and creating a culture of rapid, effective improvement.

NAV is a financially strong, debt-free business with offices in Chicago, Jaipur, and the Cayman Islands, including a 100,000 sq. ft. of state-of-the-art Backoffice Operations Center. NAV uses the latest core hardware technology, advanced software and web-based resources to ensure both our staff and our clients have access to the best products and applications for portfolio accounting, investor and compliance reports, and create efficient and customizable reporting and communications.

NAV Consulting Inc.: Registered Transfer Agent with the Securities and Exchange Commission of the United States. NAV Fund Services (Cayman) Ltd.: Licensed Mutual Fund Administrator with CIMA. ISAE 3402 (Type 2) Certified This statement is not intended to represent or imply in any manner whatsoever that NAV Consulting, Inc. has been sponsored, recommended, or approved, or that its abilities or qualifications have in any respect been passed upon by the United States or any agency or any officer thereof.


News: from around the world

News: from around the world

eBay Buyers Could be Collecting From Sainsbury's Under New Deal Marketplace delivery expert Fastlane International says Sainsbury’s bid for Argos could transform eBay’s Click & Collect service. It’s welcome news for eBay traders following yesterday’s gloomy forecast for 2016.

Click and collect is fast becoming the most convenient way for many consumers to receive their online purchases, and the recent introduction of eBay Click & Collect services into Argos’ High Street stores has been a boon for eBay’s many customers and traders. Now the marketplace delivery expert Fastlane International says eBayers may well gain from the projected Sainsbury’s merger with Argos. That’s good news for eBay traders, following yesterday’s rather bleak forecast of the marketplace site’s immediate future following its Q4 results. Fastlane International’s Head of Consumer Research, David Jinks MILT, says: ‘From last November all eligible eBay items could be delivered into Argos Fast Track in-store collection points around the UK, whether they were free delivery or paid for. Great for eBay traders and customers, who could benefit from picking up a far wider range of eBay items at Argos collection points. But now eBayers are worried Argos’ proposed takeover by Sainsbury’s puts the new service under threat. Following yesterday’s eBay Q4 results and rather lack-lustre projections for 2016, eBay traders are understandably wary of any more potential obstacles.’

there is spare capacity. The BBC has reported that Sainsbury’s has identified between 150 and 200 Argos stores that could potentially be moved into a nearby Sainsbury’s. On the face of it, this would seem to be bad news for eBay customers, who might lose these new click and collect points. However, eBay signed an exclusive multiyear partnership with Argos, so it’s unlikely the relationship will end if the Sainsbury’s take over does go through.” The prospect of millions of eBay customers visiting Sainsbury’s stores is likely to be an attractive one for the supermarket giant. The grocery market is as fierce as it has ever been, and if Sainsbury’s can attract new customers into its stores, who may previously have had an allegiance to another chain, it could be a big win. Fastlane says that this means, even if Sainsbury’s does proceed with plans to close many separate Argos stores, it very likely it will welcome eBay users into Sainsbury’s new Argos outlets. And eBayers could get the advantage of hundreds of new stores to pick up from if the relationship proves a success.

David said: “In all Fastlane’s 30 year-long history of shipping items for consumers and retailers, delivery has never been as important as it is today. Deliveries are the new retail battleground, and are fast becoming as important as price in the battle to win consumers.” Click and collect attracts customers because of its convenience, and retailers because it slashes delivery costs. Sainsbury’s is likely to benefit from its inherited eBay Click & Collect customers, and, should it not want to take advantage of the potential new footfall, there are other retailers with space to spare likely to line up to take the eBay Click & Collect service on. Fastlane points out that Homebase, which is in the process of being separated from Argos, and ironically was once owned by Sainsbury’s, has the capacity; as do companies such Halfords, Wilko, Wickes and the struggling B&Q chain.

David Jinks explains: “One reason Sainsbury’s is bidding for the business is to achieve significant economies by closing many Argos High Street stores and merging them with Sainsbury’s outlets where

Acquisition International - February 2016 7


1601CG15

Put it in your Sky Rocket... Company: Bureau van Dijk E-Mail: bvd@bvdinfo.com Web Address: www.bvdinfo.com

The value of mergers and acquisitions targeting companies in the support services sector skyrocketed in the second half of 2015. In fact, the result represents the best showing by value for a six-month period in the entire timeframe under review, dating back ten years to the beginning of 2006.

In total there were 6,114 deals worth a combined USD 203,973 million announced in the second half of 2015, according to Zephyr, the M&A database published by Bureau van Dijk. Although in terms of value this represents a 13 per cent increase on the USD 180,320 million invested in the first half of 2015, volume actually declined 4 per cent from 6,350 to 6,114 over the same timeframe. In keeping with the overall global trends witnessed throughout January, the support services industry has made a fairly slow start to 2016. In January there were 828 deals worth a combined USD 18,893 million signed off. This means that if the coming five months generate similar levels of activity results are likely to fall well short of the levels recorded in the second half of 2015, as well as the first six months of the year, when USD 180,320 million was invested across 6,350 deals. Despite the disappointment caused by this less than sterling start to the year, the decline witnessed is not unique to the support services industry. January has been a quiet month in terms of M&A activity on a global scale. However, 2016 remains in its very early stages and the decline witnessed to date may be a consequence of dealmakers taking a well-deserved break after a busy 2015. It is worth keeping an open mind as only as we near the end of June will it become clear how well the year is performing in contrast with previous periods. The lack of deal making does not appear to be as a result of an unwillingness to pay large sums. So far there have been four deals targeting support services companies worth more than USD 1,000 million announced in 2016. The largest of these is worth USD 3,200

million and a few more deals of this size could make a big difference to overall figures. The problem so far appears to have been a decline in deal volume, so many will be hoping this will change as 2016 gets underway in earnest. As alluded to, a number of large deals have already been agreed in 2016. The most valuable so far took the form of an acquisition of US-based Abacus Innovations, which offers big government information technology services, by Leidos Holdings. This deal was worth USD 3,200 million, more than double the second-placed transaction, a USD 1,552 million purchase of a 76 per cent stake in South Koreabased Loen Entertainment by Kakao. Two other deals were worth USD 1,000 million or above in January, targeting JD Finance and Lyft for USD 1,010 million and USD 1,000 million, respectively. Of these four large transactions, two featured US targets, meaning it is unsurprising to see North America top the world region rankings by value. In all some USD 8,261 million was invested into the region in January. This places it well ahead of its nearest rival, the Far East and Central Asia, which notched up deal making of USD 5,658 million. Western Europe and the Middle East placed third and fourth with USD 2,114 million and USD 1,015 million, respectively. North America also led the way by volume, having been targeted in 336 deals, followed by Western Europe with 236, the Far East and Central Asia with 170 and Eastern Europe with 43. North America’s leading position by value is unsurprising given that three of the sector’s ten largest deals to date in 2016 had targets based in the region, including the top deal, which itself accounted for 39 per cent of North America’s total investment for the period. Many regions appear to have followed the same pattern as overall global deal making and made a slow start to 2016 after an extremely productive year in 2015; All of the top five regions by value recorded their largest yearly aggregate deal value in the entire period under review, dating back to the start of 2006, in 2015. The only regions to have been surpassed during another 12-month period between 2006 and 2014 were Oceania, Africa and Eastern Europe. To sum up, although 2016 has started slowly it is not time to jump to conclusions as yet; there is every chance dealmaker are just getting warmed up after their Christmas break and February could see them start to dig deep again in earnest. Time will tell whether the slump recorded in January is merely a symptom of this or a sign of things to come.

8 Acquisition International - February 2016


Sector Talk: Deal With It

Number and Aggregate Value (mil USD) of Support Services Deals Globally: 2006-2016 YTD (as at 31 January 2016)

Number and Aggregate Value (Mil USD) of Support Services Deals Globally by Target Sector: 2006 - 2016 to date (as at 31 January 2016)

Deal half yearly value Number (Announced date) of deals

Aggregate deal value (mil USD)

Zephus classification (target)

Number of deals

Aggregate deal value (mil USD)

H1 2016

828

18,893

44,864

929,168

H2 2015

6,114

203,973

Computer, IT and Internet services

H1 2015

6,350

180,320

Mining & Extraction

5,282

603,650

H2 2014

6,379

145,271

493,789

5,938

141,722

H2 2013

5,369

102,879

Transport, Freight, Storage & Travel Services

12,506

H1 2014 H1 2013

4,554

93,365

12,149

415,669

H2 2012

4,046

100,563

Personal, Leisure & Business Services

H1 2012

3,463

67,136

96,707

3,058

97,902

H1 2011

2,661

85,430

Banking, Insurance & Financial Services

3,332

H2 2011 H2 2010

2,437

77,925

Wholesaling

1,290

95,615

H1 2010

2,373

65,500

329

89,328

H2 2009

2,027

97,451

Chemicals, Petroleum, Rubber & Plastic

H1 2009

1,820

38,833

Utilities

893

82,508

H2 2008

1,789

71,931

854

57,167

H1 2008

1,978

78,639

Industrial, Electric & Electronic Machinery

H2 2007

2,097

102,233

Retailing

746

48,533

H1 2007

2,271

112,382

Communications

578

48,337

H2 2006

1,995

82,454

764

36,429

H1 2006

1,969

85,331

Hotels and Restaurants Public Administration, Education, Health Social Services

883

27,242

Number and Aggregate Value (Mil USD) of Support Services Deals Globally by Deal Type: 2006-2016 to date (as at 31 January 2016) Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition

22,482

1,007,016

Minority stake Capital increase Institutional buy-out Demerger

39,030 5,972 1,385 68

621,302 230,437 206,071 6,992

Management buy-out

390

6,006

Share buy back

1

926

Management buy-in

23

64

MBI / MBO

11

12

Merger

228

11

Energy and Resources Mergers and acquisitions (M&A) targeting the energy and resources sector worldwide were fairly thin on the ground in January, according to Zephyr, the M&A database published by Bureau van Dijk. In keeping with overall global M&A trends, both the volume and value of deals in the industry were low during the month. In all there were 385 deals worth a combined USD 12,593 million announced in January. This is a slow start to the year when compared to previous six month periods. Although there is still a long way to go until the end of June and any number of large deals could be signed off by then, significant deal making will need to be recorded in the interim if volume and value are to come anywhere close to the levels recorded in the second half of 2015. Between July and the end of December last year some 3,626 deals worth a combined USD 345,429 million were signed off. Although these figures are by no means record-breaking, they did represent an improvement on the first half of the year. If January 2016 is to be any indication and volume and value continue on their current trajectory in the rest of H1 2016, both volume and value are likely to fall very short of the levels recorded previously. North American energy and resources companies have been the recipients of the largest amount of investment in January, having been targeted in deals to the tune of USD 3,849 million. The region was closely followed by the Far East and Central Asia with USD 3,186 million, while Western Europe placed third with USD 3,146 million. The latter actually topped the volume rankings, having been targeted in 127 deals, compared to 121 transactions for North America and 50 for the Far East and Central Asia. In summary, January has been a quiet month for the energy and resources sector, as it has been for many industries worldwide. This does not necessarily mean the first half of 2016 will not see large deals signed off, as the year is still in its very early stages and there is plenty of time for high value investments to be agreed and deal volume and value to move closer to recapturing their former glories.

Number of Support Services Deals by Region: 2006 - 2016 YTD (as at 31 January 2016) World region (target) North America

2011

2012

2013

2014

2015

2016

2,997

4,063

4,761

5,643

4,896

336

Western Europe Far East and Central Asia Eastern Europe South and Central America

1,243 592 412 169

1,568 708 489 254

2,139 1,200 766 388

2,725 1,828 992 406

3,055 2,911 659 277

236 170 43 14

Oceania Middle East Africa

200 53 39

291 69 61

427 149 85

453 140 118

399 164 96

13 12 7

Number and Aggregate Value (Mil USD) of Energy and Resources Deals Globally by Type: 2015 to date (as at 31 January 2016) Deal half yearly value Number (Announced date) of deals

Aggregate deal value (mil USD)

Acquisition

105

4,454

Minority stake

162

4,075

Capital increase

114

4,046

Management buy-out

1

107

Institutional buy-out

5

19

Acquisition International - February 2016 9


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The World's Leading Payment Processor Allied Wallet have built our business around PCI-DSS Level 1 Compliance as an established internet payment service provider. CEO Andy Khawaja aims to ensure all consumers and merchants that their transactions are safe, so long as Allied Wallet is the service provider. He has grown Allied Wallet by employing an elite staff of processing veterans and innovative thinkers to uphold security, deter fraud, and assure users that their financial information is safe. So whether you wish to accept credit payments online, or just ensure that your own credit card payments are safe, Allied Wallet is there for the customer. In an interview with the firm’s Andy Khawaja, he reveals why his company are ahead of the game in the field of ecommerce.

What do you see as the key attributes that set Allied Wallet apart from other payment processors in Europe? Allied Wallet are a customised payment service provider, which means we customise our service based on the requirement for the merchants, not unlike any other payment service provider which gives you a way to accept the credit card. We build a unique custom made payment page (a cascade system) based on the location of the where it has been generated from for high approval. In the ecommerce business the average approval is about 68-75%, but Allied Wallet’s approval rate is about 98% because the internet is global and there are consumers all around the world shopping on websites. If you have a card from Korea, Japan, Australia, Germany and on and you were a local bank and they see more than 8% of the cards coming from the international issuer they will stop the majority of them. Even though this cards for example are issues outside the juristiction of England, the issuing bank of those transactions abroad can block the card for security and fraud reasons. The bank tries to contact the client, but a lot of the clients don’t want to speak with the bank to verify the transaction because they would rather just go ahead and use another card and shop on another website. We have identified this issue, and have therefore expanded our presence in multiple regions around world so we can settle the matter in the juristiction concerned and get the most high approval. Why should a retailer choose Allied Wallet to process their payments? We are more advanced in terms of technology and ahead of the game in terms of processing currency. We process more currency than any other processor in the history of this business, more than paypal who support about 19 currrencies, but we support more than 100.

10 Acquisition International - February 2016

The other thing is shopping cards. They are very important, and some of then have 20 or 30 million customers, some 5 – 8 million but Allied Wallet support about 30 shopping cards at present which all combined generate around 95million shoppers. If you are a retail store and you want to accept a credit card, then consider that some of these shopping cards can take up to 5 or 6 months to integrate and the easiest one out there takes about 4-5 weeks to get them integrated on your platform. We have spent years integrating such shopping cards with senior developers who know the code very well and how to inegrate it, but that is very time-consuming and expensive.

seen it happen quite a lot. At Allied Wallet, we like to build a better economy and business indeed through multiple awards we have been call the messiah of the ecommerce business, because we do understand the business very well. If you start up a new business and you come up with an new application where you have spent around half a million dollars to get the whole infrastructure running in terms of the backing codes, the development and getting an office and start doing some marketing you know how expensive that is.

We have credit cards for every single merchant who does business with us, so we can take you globally, multi-currency and offer you to have a lot of shopping cards which is going to cascade a lot of new consumer websites and transcations so it is a win-win product and we are less expensive than anybody else in the market.

But if you put hald a million dollars or pounds out of your pocket, and you want to go ahead and do credit card processing. You walk into a bank and say I am an entrepreneur and I came up with this idea to make money and this is the business plan and there we go. The bank will look at it from their perspective because we are dealing with here compiance officers who have no clue about ecommerce and some of these guys have never even looked away from their desk.

What does Allied Wallet do to increase sales and profits for its retail customers? Shopping cards will add value for any merchant out there because that’s bringing in new customers that were not able to shop on a particular website. Also, we have around 130 million wallet members which means that people who have generated an ewallet account with us which is a virtual wallet, and they store the credit card data and the billing address and so on, so it is very convenient when a new website accepts the Allied Wallet payment option because the website will get exposed to about 130million customers who already have a wallet account.

These people who are dealing with mortgages and loans ask why does somebody want to sign up for something that costs £20 a month to get an idea of how to cordinate their clothes, what to buy today or to get an idea of how to win a game. They don’t get that concept because they are not entrepreneurs, they are not in the technology business and it is too advanced for them. They want to put you out of business before you start your business. It’s classic and this happens on a weekly basis, but we understand the business and we take the chance on it because we understand the internet which generates money and it is about being creative and banks don’t understand that.

What are the most important things a retailer needs to consider when choosing a payment partner, and how does Allied Wallet meet these requirements? It is very important to choose a payment company who knows the business very well because I have

Secondly, if you stop processing creditcards, for example if you are in the UK and you have 10% of yout transcations coming from outside the country, then it is more than likely that the bank will shut you down, refuse you funds for 180 days because


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it could be potential fraud and chargeback which they call an avalan of chargebacks because they are afraid of these cards and want to know why a UK company would process a large volume of transactions from abroad so they get paranoid.

merchants start up well, but they are lacking on the customer support and I would say around 50% of the businesses good quality is their customer service.

For security reasons just to protect themselves, they might put you out of business and hold your money because they are scared and they don’t understand that the internet is global and if you have a website online it could be exposed worldwide. You can’t tell a customer that you cannot do business with them because their credit card has been issued in New Zealand or Canada for example. That is ridiculous, but that is the philosophy of bankers.

At our end of Allied Wallet, we always add our phone number, consumer website and credit card details for any incoming calls because we like to take it and handle it on behalf of the merchant. We have a full complement of customer support and understand as well as study the business. When we get the call from a customer and ask for the last 4 digits of the card number, we immediately get the website concerned pulled up and can verify what item the customer bought from the website, so the query can be handled in a very professional way.

From the other side, if you have a store out on Bond Street London, how many international customers would walk in? How many UK customers would do the same? About 5% would be from the UK and 95% international, so why don’t they shut them down? Do you know why? It’s because it is face to face and the card is being swiped, and they can see the transaction physically. At Allied Wallet, we believe in you and we want you to have more international credit cards because that is what the internet is all about, it is global.

Why is it more important than ever to position your e-commerce offerings as globally as possible? Offering e-commerce globally is important. The minute you sit down on your desk and turn on your laptop you are global. That is how we look at it. Allied Wallet began 12 years ago and back then we focussed on global transactions because that is how we viewed it, while other processors focussed on the local juristriction and that is what made us way ahead of the game because we started global and that is we are today the leader in global processing.

Tell us about the New gateway? How does this affect a businesses online reach? We call it the Next Generation which is state-of-theart which means that any particular website you make a transaction on in the Allied Wallet gateway system which goes from merchants, the customer will never have to type their card information after doing this for the first time. It also identifies the IP address of the merchant and of the consumer, and it can let the merchant know where the consumer if based and even what city they are in when they are doing the transaction even before it is executed.

How will your new Gateway help retailers to add value, and increase their profits? Firstly, we are talking about a gate with multifunctionality. When your local bank declines a transaction because it comes from an international issuer, the gateway settles it in the local bank and gets authorisation rather than a decline, so that’s a no-brainer and at least a 30% increase in your business.

The others things is that you can transact in any currency with no convergency, and no bank on the face of the planet (even PayPal) can handle this. We have in-house forks which the consumer or the merchant will never lose a penny on, so it does not matter from which country you transact and if you buy an item online in the juristriction concerned, then you will be billed in the local currency and the merchant will be paid in their local currency and none of those two parties will ever receive convergence penalties from the bank. When building an e-commerce website,why is it vital to put in a great deal of creativity, hard work, and dedication into ensuring that your business provides a phenomenal customer experience? The most important thing in any business of website you build, is to provide the correct services and we have seen companies who have started up from the bottom and they began with amazing state-of-the-art technology and customer support. They get to the point where they have made a significant amount of money, but they didn’t care much about providing that service so we have seen the business go down £20million a month and credit card processing to less than £200,000. If you provide customer support it is very important to accommodate them and ensure the product matches up to the quality you say it is. If you do that, it will be an endless business and we have seen 12 Acquisition International - February 2016

Also, when we have identified a negative database which is completely stored in the new gateway, then up to 55-60 million credit cards are in the black hole. The black hole means that it is the consumers who shop around online and do a lot of chargeback and end up selling them on eBay for cheaper prices. I would make a database of these people who are consistently fraudulent and do such scams online, and we block them and don’t allow them to do transactions with particular websites that do business with Allied Wallet, so we protect the merchant from potential losses. We call this fraud prevention, so that tool will protect at least 15% of fraud losses. Besides that, the tokenisation is a very simple payment method which ensures the customer never has to enter their credit card information again. Our next generation passes on the tokenisation to the merchant, that will increase the number of visitors from those countries to go on the website and execute transactions based on the flexibility. They would therefore rather use a system with the Allied Wallet logo on it. In conclusion, technology is not only about what you can sell but it is about what you can build and how convenient, simple and profitable it is for the thirdparty who you build it for.


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1512CG20 ACQUISITIONINTERNATIONAL

The following roundtable, sponsored by Hawksford, discusses the topic of Islamic financing and the rapidly growing market for Sharia compliant financial products. Helping us to tackle some of the most pertinent issues surrounding the industry are three leading financial experts who will give us the inside track on how and why Islamic finance is changing the investment landscape.

Meet the Panellists Moira Ashby, Associate Director at Hawksford

Nicholas Davies, Group Partner at Collas Crill’s Jersey office

Imam Qazi, Partner at Foot Anstey

Islamic finance has certainly come to the fore in recent years. We asked our experts to explain exactly how the sector has grown, how it continues to evolve and what these developments mean, not only for their businesses, but for their wider industries. Moira Ashby Overall we are seeing a steady increase in interest in Islamic financing, but it is not the significant growth that was predicted a few years ago. Hawksford has a significant customer base in the Middle East and Asia, and although some of our Muslim clients continue to use traditional financing, we have been fortunate to be able to work with a number of financial institutions, Islamic scholars and Islamic finance professionals on the structuring of Islamic finance and Sharia-compliant activities. Interestingly, those GCC banks that we have worked with historically on Sukuk structuring now have well established London branches. We have worked closely with them during the roll out of their UK-based Islamic finance and mortgage products. Nicholas Davies From the offshore legal perspective, there has definitely been an increase in the uptake of Islamic financing products, particularly Murabaha financing of high-end real estate in the UK. Throughout 2015, we saw these products being increasingly structured through Islamic finance methods, and I believe that this is a trend that is likely to continue well in to 2016. Overall we are seeing a definite increase in Islamic finance products and I believe that moving forward it will only get more prevalent. Imam Qazi Islamic finance has grown rapidly over the past decade and has become systemically important in the UK, more so than in continental Europe. There are currently six Islamic banks in Britain, while a further 20 lenders currently offer Islamic financial products and services. This is more than any other Western country and highlights the increasing demand for Islamic financial products.

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We have seen an increasing number of projects in the UK that are backed by Middle Eastern and Islamic investors. There is also a clear increase in the number of conventional and non-Muslim clients utilising Islamic finance. Conventional borrowers, driven by the need to widen their financing sources as well as the need of investors are more readily considering Shariah-compliant financing structures. So, where do the most promising growth opportunities lie for Islamic finance within the UK financial market? Moira Ashby There continues to be a great opportunity in the UK and Channel Islands for banks, professional advisers and corporate service providers to continue to upskill employees and offer clients, whether Muslim or non-Muslim, access to Islamic products and services. Whilst the UK Islamic mortgage market is relatively established with several key players, conveyancing in the UK using some forms of Sharia-compliant financing takes longer, costs more and is subject to certain ambiguities from a tax perspective. Despite these challenges, I personally have an optimistic outlook for the future of Islamic financing in the UK market. We expect the global Islamic finance industry will continue to grow steadily over the next few years, and as such, we will continue to maintain close working relationships with key banks, lawyers and clients who have an interest in Islamic finance. This ensures we keep our finger on the pulse and maintain a full understanding of what is happening in the market. In terms of our offering, while we provide Sukuk issuances out of Jersey, the Cayman Islands are still a favoured jurisdiction - one of the many drivers for us opening an office there in 2015. Nicholas Davies Within our industry we are seeing that many firms, from boutique companies to corporations, are now offering Islamic financing products, highlighting the vast growth that has occurred in this sector. From a jurisdictional perspective, the Cayman Islands has seen more Islamic structured finance than any other region, with Jersey a close second.


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ACQUISITIONINTERNATIONAL

We are certainly seeing a greater interest in Islamic finance in Jersey, as the island has a strong reputation for offering a good financial base.

secretariats and bodies have also been established to promote the development of Islamic finance in the UK.

Middle East or South East Asia. Usuually they work alongside investors who can only invest in an Islamic compliant capacity.

On the banking side of our work, there is a great deal of activity coming through the London branches of Middle Eastern banks. I have noticed that there seems to be more competition in this area of the market as banks that traditionally did not offer this service, such as QIB, are now offering more products in this area.

For the Islamic finance industry to thrive, there is a real need for a readily available and skilled workforce that is knowledgeable of how the sector operates. The education sector is adapting to meet this need and now 60 UK institutions offer Islamic finance courses, and 22 universities offer similar degrees.

Imam Qazi Shariah compliant investment in the UK property sector is an increasingly popular area within the private wealth sector. We have advised Islamic banks in the UK on various property financing transactions within the private wealth sector and foresee that this sector will continue to develop.

Another key change I have noticed is that non-Middle Eastern banks, such as HSBC, are also now offering some Islamic finance products, which shows that these products are becoming increasingly mainstream. This increased popularity could be attributed to the increased robustness of Islamic financing products, which is the result of their nature: in order to be certified as Shahria-compliant a product has to be kept separate from many asset classes, such as alcohol, meaning it is not exposed to the turmoil seen in many markets. The robust nature of Islamic finance has helped to improve the popularity of these products. Whilst the products were originally aimed exclusively at practising Muslims in certain regions, these products are now coming to the attention of the wider investment community because they are seen as a more reliable investment than many other products. Imam Qazi The legal and taxation landscape globally, and in particular in the UK, has developed around conventional financial transactions rather than the transactional structures of Islamic finance. It is therefore vital that the legal and tax framework can adapt to accommodate these differences. Specific standards have been developed by specialised standard-setting bodies, but regulatory and supervisory frameworks in many jurisdictions do not yet cater to the unique risks of the industry. Since 2003, a series of finance acts by the UK government has removed tax barriers that made Islamic products less tax efficient than their conventional counterparts. The development of the reforms in the UK introduced change aimed at providing a level playing field for tax and regulations. The policies broadened the market for Islamic finance products for Islamic institutions and for conventional firms that offer them. Various governmental Islamic finance

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What are the major trends within the Islamic finance market and who are the main clients requiring this service? Moira Ashby Hawksford offers a wide range of wealth structuring services to clients in the Middle East and Asia, and we also maintain offices in the United Arab Emirates, Cayman Islands, Hong Kong and Singapore. It is largely our Middle Eastern clients that are requesting Sharia-compliant financing and investment opportunities, and the majority of the Sharia-compliant structures we see are in the real estate sector. For residential properties, the main focus for clients is ensuring their lending is appropriate under Islamic law. The three main contract types available are Murabaha, Musharakah/Mudarabah and Ijara. For commercial properties, there may be additional considerations to ensure an investment maintains its Sharia-compliant objectives. For example, a warehouse may be partially used to store alcohol and profits arising from this activity would be considered haram. This may be resolved by cleansing the haram monies by donating to charity or using other forms of discounting. Nicholas Davies With regard to clients, we tend to work primarily with onshore law firms, who in turn work with London banks or branches of Middle Eastern banks whose clients will vary greatly depending upon the types of products being explored and the deals being made.

Shariah-compliant investments have also been used to fund some of the capital’s largest developments, including The Shard, the Olympic Village and Harrods. London’s Battersea Power Station redevelopment project has secured a Shariah-compliant syndicated loan of £467m, a step towards developing Britain as an Islamic finance centre. These deals are likely to encourage other corporations and high net worth individuals to seek Shariah-compliant financing in the UK. Shariah-compliant private banking and wealth management also seems to be an area that is set to expand in Europe and the UK. Overall our main client base for Islamic investments includes a wide variety of investors, from Islamic financial institutions through to high net worth individuals, ultra-high net worth individuals and family offices, as well as investment funds and corporates. The broad nature of our client base highlights the increasing popularity of Islamic financing. What are the implications of this increased uptake of Islamic finance on the wider financial industry? Moira Ashby There is clearly a growing demand for Sharia-compliant products and services. Many clients are seeking to expand their interests outside their home nations, so it is important that we are able to satisfy and assist with the demand.

Typically we will see a Middle Eastern individual looking at private wealth solutions such as property or, more specifically to my area of activity, the corporate space where the client tends to have Middle Eastern or South East Asian companies and is looking to raise finance in a Shahria-compliant manner.

As a result, businesses will have to structure themselves in response to evolving changes in the market and client requirements. It will become even more important for businesses to have an established presence in multiple jurisdictions with excellent reputations for robust regulatory frameworks. This is what will set advisory businesses apart from the competition.

Occasionally we do receive enquiries from a non-Islamic client, company or individual searching for an Islamic structure, as they explore liquidity in the

The main benefit of Islamic finance is maintaining Sharia compliance, which is driven by religious and cultural requirements and meets the needs of a spe-


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cific group of investors. Sharia-compliant products and financing can provide a socially responsible investment for Muslims and non-Muslims, due to the fact that certain activities, such as gambling, alcohol and tobacco are excluded. Nicholas Davies The main issue that needs to be taken into account as Islamic finance gains wider recognition is that new regulation is brought in to ensure that portfolios of Islamic products meet both the restrictions of Islam and those of financial law. Our regulatory scheme needs to have sufficient transparency so that everyone involved in this industry understands them and feels able to abide by them. Ultimately the wider industry will benefit from the increased exposure to other cultures which Islamic finance necessitates, encouraging firms such as ours to work collaboratively in order to keep up with the changing market. Imam Qazi Islamic finance works on the premise of partnership and equity rather than purely making profit. It has been suggested that equitable partnerships between Islamic financial institutions and their customers tend to be more resilient than conventional relationships. In addition, Sukuk offers a wide-range of benefits to the economy in terms of liquidity management, fundraising, balance sheet management and securitisation. In particular, London is hoping to secure its place as a global hub of Islamic finance, and the issuance of a Sukuk is part of a long-term economic plan to make Britain the centre of the global financial system. The UK Government and UK Export Finance has underwritten its first Islamic bond, a further sign of London’s growing role in the global market for Shariah-compliant debt. The government-backed export credit guarantee agency provides cover for a £617m ($913m) Islamic bond issued by Dubai’s Emirates airline, to purchase aircraft including the Airbus A380. This marks the first example of a Sukuk sold in the debt capital markets to be backed by an export credit agency. It is also the first time a Sukuk has been used to pre-fund the sale of aircraft, and the largest capital markets offering of any kind for aviation to carry an ECA guarantee. This has widened options for buyers of UK exports and boosted the UK’s aspiration to become the leading western hub for Islamic finance. This activity followed on from the

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UK Government sovereign Sukuk in 2014, the first of its kind for a non-Muslim country. There are, however, suggestions that Islamic financial institutions have overlooked the SME sector. A study showed that around 35% of SMEs in MENA are excluded from the formal banking sector because they seek Sharia-compliant products that are not readily available in the market. Islamic banks need to build capacity and develop Shariah-compliant products to cater to this emerging sector. Overall, there is much optimism for the future of Islamic finance and our experts are confident in each of their company’s ability to grow their Islamic finance offerings and capabilities. Moira Ashby We are particularly keen to grow our business activities in Qatar and the fact that we have an open relationship with the regulator there helps to increases our profile and reiterates our message that Hawksford is open for business in the region. Although maintaining our regulated status comes with increased compliance and additional costs, these are not overly burdensome. Nicholas Davies Currently we work primarily with the Islamic finance departments of Middle Eastern banks, but we are seeing increasing numbers of private, high-net worth individuals interested in Shariah-compliant products. Within the corporate space we are also seeing a rise in the numbers of non-Islamic firms looking to structure their investments in a way that is Shariah-compliant, as they work increasingly with investors in the Middle East and Asia. Imam Qazi The Islamic finance market in the UK has benefitted from increased liquidity and a growing appetite for Shariah-compliance. Foot Anstey has a dedicated and experienced Islamic finance and private wealth team. Our team advise high net worth individuals, conventional and Shariah-compliant financial institutions, investment advisory firms and Middle Eastern and Malaysian investors on high value, complex transactions.

The views and opinions expressed are those of the contributors and do not necessarily represent those of Hawksford.


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1511AC10

Company: Reed Smith LLP Name: Ben Davis, Partner E-Mail: ben.davis@reedsmith.com Web: www.reedsmith.com Address: Broadgate Tower, 20 Primrose Street, London, EC2A 2RS United Kingdom Telephone: +44 (0)20 3116 3819

The Evolution of Unitranche Ben Davis, Partner, Reed Smith

The use of unitranche loans, commonly used to fund private equity-backed acquisitions, managementled buyouts and corporate refinancings, is on the rise. The Deloitte Alternative Lender Deal Tracker published at the end of last year highlighted that there were 233 alternative lender or unitranche transactions in the 12 months ending Q3 2015, which was an increase on 202 transactions in the preceding 12 months and 109 transactions in the year before that. But why is the unitranche market share growing and how is the unitranche product evolving? Unitranche lenders have a well-known track record for speed of execution, flexibility of capital structures, increased leverage, higher individual hold positions, funding further growth and supportive lending relationships. However, while this may have explained the emergence and initial popularity of the unitranche product, does this explain all of the growth in the market? These features clearly remain very attractive to private equity sponsors and corporates, but in an environment where certain banks have upped their game, how else have private debt funds been able to distinguish themselves and support the market? The first very discernible trend is the launch of larger private debt funds in 2015, such as BlueBay’s €2.1 billion direct lending fund and ICG’s €3 billion senior lending fund. These jumbo funds give certain unitranche providers increased armoury to underwrite larger transactions and some can provide underwrites in excess of £200-300 million. This allows them to compete in a market otherwise dominated by traditional high yield and syndicated loan financings. ICG’s £155 million underwrite for Caledonia’s acquisition of Gala Bingo and Ares’ €250 million underwrite for Eurazeo’s acquisition of Fintrax are good examples of these larger deals. We can expect to see more of these transactions in 2016 as the unitranche product moves into the territory of upper mid-market transactions, particularly given the (at times) lacklustre performance of the high yield market and the occasional stuttering in the syndication market. At the opposite end of the size spectrum, we are also seeing other private debt funds focus more on the smaller end of the market and financing businesses with EBITDA of €5m upwards.

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Secondly, the continued innovation and flexibility of private debt funds is driving the development of blended unitranche transactions, where the unitranche sits alongside a cheaper term loan provided by a bank and thereby reducing the overall cost of capital for the borrower. These transactions can often take the form of first out/second out structures (where the bank holds the lower margin, first ranking piece of term debt and the fund holds the higher priced, second ranking piece of term debt), and what we are seeing is that each transaction is customised for the most appropriate capital structure. The key challenge on these transactions will often be implementing sensible intercreditor terms between the two lenders, and good progress has been made in 2015 in developing a market position. Another innovation to emerge during 2015 is the combination of ABL facilities and unitranche financing. This can be a compelling proposition for those businesses which favour ABL financing, as it allows for an enhanced leverage, a more efficient use of working capital and the use of cheaper debt. This structure was recently illustrated on the refinancing of IGM Resins by HIG Whitehorse and Deutsche Bank. The continued evolution of the market is also taking private debt funds further afield. While unitranche is the dominant mid-market financing product in the UK and France, and continuing to take hold in Germany, we are seeing the unitranche product being accepted in new European markets. BlueBay’s financing of Silverfleet’s acquisition of Masai Clothing (Denmark), EQT’s refinancing of Mikeva (Finland) and Pricoa’s financing of Carco (Italy) highlighted this trend in 2015. These developments are supporting the continued evolution of the unitranche product and we will certainly see further innovation during 2016, not least because the inherent nature of the product is its flexibility and adaptability to suit the needs of the market. Ben Davis is a partner at Reed Smith LLP, where he leads the leveraged finance practice.


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Overall CEO of the Year, UK 1602CG63

Veale Wasbrough Vizards (VWV) is a UK top 100 law firm with offices in London, Bristol, Birmingham and, from 1 February, Watford. We are a full service firm in our locations offering commercial and private client advisory services, with a national presence in key sectors. The firm’s key sectors include, Education, Charities, Healthcare, Family Owned Businesses Public and Private Wealth. We are also active in other sectors including Aerospace & Defence, Technology, Start Ups, Energy and Recruitment. In 2009 I moved to London from Bristol to become Office Managing Partner for London as we merged with a boutique London firm, Vizards Tweedie.

Company: Veale Wasbrough Vizards Name: David Emanuel E-Mail: demanuel@vwv.co.uk Web Address: www.vwv.co.uk Address: Barnards Inn 86 Fetter Lane, London, United Kingdom, EC4A 1AD Telephone: 020 7665 0848

My role has been to integrate the London Office (now around 70 people) into the wider firm, and work with our Managing Partner, Simon Heald, and our four department Heads, to build our business in London. For us this has been about focusing on key sectors where we can truly differentiate ourselves in a very competitive market and play to our strengths. Winning the CEO award It’s very pleasing to have your achievements recognised outside your core business. I couldn’t have achieved this on my own and believe my recognition is a result of many people’s efforts which embodies one of our core values of ‘teamwork and collaboration’. Significant achievements in the last year We have been joined by some great lateral hires over the year in London, including Serena Tierney, a leading IP lawyer. Our reappointment to the London Universities Purchasing Consortium panel saw us achieving the highest score of the selected seven law firms. A really significant development has been our acquisition of 30 corporate and commercial lawyers and other staff on the planned de merger of Matthew Arnold & Baldwin in Watford. This will significantly enhance our offering in London and the South - the two offices are just 35 minutes apart. Our Watford office also adds a new sector expertise for us - Pharmaceuticals and Life Sciences. My career I trained at Simmons & Simmons and started my career as a Financial Services lawyer. In 1993 I moved to Eversheds in Cardiff and did mainly banking and insolvency work - at that time the Cardiff office was the main banking practice within the Eversheds group. I moved to Bristol in 1998 and joined Veale Wasbrough, as it was then, in 2001 by which time I had morphed into a corporate lawyer. I enjoy change and think experience over a number of areas of law makes you a better lawyer and adviser. You will never know all the answers, but a broad experience means you get to know the questions you need to ask in the context of the things that really matter to your clients. I became Head of Corporate in 2006 and in 2008 was invited to join our Management Board - two weeks after Lehman Brothers collapsed. It was a scary time. Clients just stopped what they were doing for a few months. In spite of that we had the courage to merge

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with Vizards Tweedie late 2009, at which point I was appointed London Office Managing Partner. London Office Managing Partner I have been LOMP since November 2009. I have in fact just stepped down from the role to become Chairman of the firm and take up a client facing role as a corporate partner. I have a particular interest in Family Businesses many of our SME clients are family owned, which brings another set of unique issues into play when advising them. I am also really looking forward to working with my new Watford corporate partners - Richard Phillips, Emma Cameron and Paul Gershlick. Yvonne Spencer has taken over as London Office Partner and will do a great job for us. Since 2009 London revenue has grown by 50%, and headcount has increased from 50 to 70. Our new office in Watford will add significant additional revenue (around 20% to the firm on an annual basis). Client feedback We routinely ask clients for feedback when we complete work for them and achieve a 97% client satisfaction percentage. We have a strong culture across the firm underpinned by three core values - Teamwork and Collaboration, Client at the Centre of the Firm, and Commercial Approach. Culture is one of the main differentiators of professional service firms - our clients and staff notice it and it is one of the reasons they choose us. Challenges and the future There is a sense that the business of law will change very significantly within the next decade. Technology has so far increased the speed of what we do, but not so much how we do it. But it will before long, as new players circle around a still fragmented £25 billion market. “Get big, get niche or get out” is the oft used cliché, and like all clichés has a core truth to it. We have to do whatever it takes to remain relevant to our clients - our London office will continue to play a big part in that.


CEO of the Month 1602AC54

Careers On The Move is a NYC boutique executive search firm founded in 2000 that caters to Wall Street clientele. Their clients range from Fortune 500 companies to niche service providers and rapidly expanding new businesses globally. Among these are top-tier investment banks, accounting firms, top rated valuation firms, hedge funds, professional services organizations, and technology providers. Many are industry leaders in financial services, business valuation, risk management, software development, market data, and the energy sector.

Their services include the full recruitment lifecycle from the front to back office.

Name: Richelle Konian E-Mail: Konian@ CareersOnTheMove.com Web Address: www.CareersOnTheMove.com Address: Careers On The Move The Hippodrome Center 1120 Ave of the Americas, 4th Fl. New York, NY 10036 Telephone: 212-582-2530 LinkedIn Facebook Twitter Google+ Pinterest

Like most entrepreneurs who also serve as CEO, Richelle Konian is a jack-of-all-trades and her main responsibilities include client development, marketing initiatives, managing staff and overseeing operations. While spearheading and managing all these functions, she remains hands-on sourcing the best Wall Street talent out there. It’s a team effort that relies on cohesiveness in their recruitment and marketing efforts. She explains in an interview on her life as a CEO the major challenges facing her firm and what attributes she looks for in new staff. How does it feel to have won the CEO of the Month award? As a young entrepreneur, it is an honour to have been chosen, as the company is my personal creation. The business model at Careers On The Move depends on our best in class hires driving client businesses to even higher levels of excellence. It is with great pride, especially during such a challenging economic climate, to launch so many careers. Some of our most trusted client firms where we have significantly increased staff have gone public, and others are winning accolades as best in their industry. The past fifteen years have been a healthy mix of passion, drive, innovation, and reinvention, and endless determination to get our mandates filled. It is a wonderful compliment to be recognized as a small business owner and receive this prestigious award. As CEO, can you share any recent significant achievements, such as noteworthy news, other accolades won, or your company’s track record for the services you provide? As a noted career advisor, I am often interviewed for television, radio, and editorials on the job economy and recruiting, and have interviewed on the CBS Evening News, “Women’s Radio Network” WRNW1, Reuters, CNBC’s Squawk Box, Dice.com, Wall Street & Technology, Information Week, New York Sun, CollegeGrad.com, and eFinancialCareers. I was fortunate to be awarded “Most Outstanding Young Alumni of 2008” by the University at Albany, and currently serve on the University at Albany Dean’s Advisory Council to the School of Business, as well as on the Board of the University at Albany Alumni Association.

How long have you served as CEO at this firm and how has the company performed since you took the helm? Since the inception of the firm, I have served as CEO. In a very short time, Careers On The Move became a major player in the recruitment industry. What are some of the daily challenges and opportunities you face as CEO of your company in delivering the services you provide? The biggest challenge is dealing with the urgency of multiple hiring mandates all at once. Our clients are the best of the best, and that is exactly what Careers On The Move sources for their new hires. One of our company’s greatest opportunities going forward is the niche we carved out in Valuation & M&A Advisory recruitment. Our savvy Social Media team is enhancing our brand daily. We have a strong presence on LinkedIn and Facebook, and have made headway on Twitter, while recently launching Google+ and Pinterest. What feedback do you get from clients on the work you and your organisation does? The ultimate compliment to me are the exclusive hiring mandates that originate directly from the CEOs of our client firms. We have fostered many long-term business relationships which are also our greatest source of new business referrals. As CEO, what do you see as the major challenges facing your organisation in 2016? I am quite optimistic for 2016 as we already have numerous exclusive hiring mandates with several clients looking to significantly increase staff. When hiring new staff to work in your organisation, what qualities and attributes are you looking for? When hiring staff, we choose go-getters with high energy and commitment; people who bring new ideas to the table. We have a very loyal team and a working atmosphere second to none. Is there anything else relevant you would like to add? I am most proud of having successfully managed the firm through some difficult and challenging times during the collapse of the twin bubbles in 2001 and 2008/2009, both of which were devastating to the Technology and Financial Services sectors, and the recruiting firms that feed on this business. Outstanding Young Alumni Award 2008 – Awarded by University at Albany Alumni Association

Can you tell us a bit about your career and how you reached your current position as CEO? I spent several years at a Wall Street software development and management consulting firm. But my entrepreneurial side got the best of me, so I launched Careers On The Move in 2000. Acquisition International - February 2016 23


1511AC10

Company: Bugaboo Web: www.bugaboo.com Address: Amsterdam, the Netherlands Telephone: 0800 587 8265

www.dapresy.com Sankt Persgatan 19 Norrköping 602 33 Sweden T: +46 727-22 16 22

Is Market Research Key to your Success? Bugaboo is a Dutch mobility company headquartered in Amsterdam with offices around the globe. Founded in 1999 by designer Max Barenbrug and physician Eduard Zanen, Bugaboo is a premium brand in strollers and pushchairs known for innovation and cutting-­edge design. The company’s aim is to provide products that inspire people to get out and explore the world.

The Challenge As a premium brand, Bugaboo aims to deliver complete satisfaction to its customers,even when contacting customer services to ask a question or report a fault. Bugaboo had recently implemented a dashboard that provided a closed feedback loop for product performance issues relating to repairs servicing. This had delivered improvements in customer service, as well as influencing product design and engineering. The experience had made Dirk Westdijk, Global Customer Services Manager at Bugaboo realize that more could be achieved if this closed loop approach could also incorporate feedback from customers on what they were thinking and feeling after having had direct contact with Bugaboo. He explained: “I realized what we wanted was to have an end-­to-­end customer experience analysis dashboard. At the starting point, we only had feedback on the quality of the product in the market, but not what our customers were experiencing.” The Solution Provided Dirk Westdijk contacted Blauw Research, an independent research company, with a view to designing a custom customer feedback program. He explains: “Blauw is one of the most innovative and professional marketing research companies in our country. Bugaboo is a premium brand, and when it does something, it looks to the best.” Blauw was able to show Bugaboo a new Voice of the Customer platform with a closed-­loop feedback capability it was developing in partnership with the software provider Dapresy that would provide the kind of evidence-­based springboard for change that he was seeking. It did not necessitate software development or customization to achieve. It offered flexibility in the questions that could be asked, and the ability to change them whenever needed. It delivered this as a series of easy-­to-­ follow dashboards, and had a built-­in capability to create action-­oriented email. Bugaboo seized the opportunity to become one of its earliest adopters. “The co-­operation with Blauw went very smoothly,” Dirk recalls. “When I wanted a question changed or to see the dashboard in a different way, that was followed up quickly and gave me the feeling that communication between Blauw and Dapresy was working pretty well.” The initial implementation was achieved in less than three months.

24 Acquisition International - February 2016

Feedback delivered by the system has been deliberately focused on taking actions. These actions are identified both through the dashboard views and also in automatically-­triggered email alerts directed to the relevant employee. Dirk reports: “It is becoming more and more embedded in our organisation. There has been a huge positive impact. For some, initially, it was a bit of a shock to learn a customer was not always happy with what they had said. But it holds up a mirror of reality for them, and it is really helping them to grow their skill set.” The introduction of the customer feedback survey coincided with a new training initiative across the customer service teams that focused on improving skills and becoming more action-­oriented. Several questions were included in the survey to evaluate specific development goals, such as listening skills. Making these indicators available on the dashboard has provided positive reinforcement for customer service staff and allowed managers to monitor and fine-­tune the delivery of their change program. From the beginning, Dirk’s ambition was that the system should reach out into the rest of the company. He states: “My goal is to start listening to end-­consumers at every level in this organisation.” The next stage of his work will bring the voice of the customer to other divisions within the organisation, such as marketing, design and product development, as well as to the CEOs of each of Bugaboo’s international divisions to provide each with a customer overview for their local market. Though the program is still in its early days, it is already starting to facilitate broader organisational change. A meta-­analysis of the feedback revealed deficiencies in the customer support and ‘FAQ’ area of the company’s website which were not keeping up with the kinds of questions customers were asking. As a result, responsibility for managing what had previously been a marketing function was transferred to Customer Services, to allow them to expand the content and update it on a more regular basis. Asked what a product-­oriented company can gain from a Voice of the Customer program, Dirk says: “We are a mobility company that brings innovation to the market through our products, but that does not mean that the only innovation is in our products. Internally, through our people and our organisation,


Is Market Research Key to your Success?

we also have to innovate and grow, and that is what is happening – we have started up a whole learning and development tool which has been an eye-­opener in allowing us to learn and develop.” Outcomes achieved • A closed-­loop listening and Voice of the Customer program implemented, closely modelled around both operational improvements and wider business goals • Taking a mixed-­vendor approach involving a consulting firm and a software provider has allowed for a fast-­track implementation • Individual attention to customer call resolution is leading to a more consistent experience for consumers at all touch-­points with the brand. • Targeted follow-­up to customers is improving customer satisfaction and brand loyalty

• Customer-­facing staff now more aware of the actual impact of their work on customers, and more confident in their work as a result. • The company as a whole now has more understanding of its customers and their perceptions of it as a brand. • The program is now starting to influence both operational and organisational change, allowing this product-­manufacturing organisation to get closer to its customers, and innovate internally too.

Acquisition International - February 2016 25



Copperstone Capital

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.

Despite the extremely turbulent conditions last year 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.

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.

Additionally, Russian capital markets still face a number of artificial obstacles – largely the consequence of government interventions.

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.

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.

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.

Company: Copperstone Capital Name: David Amaryan E-mail: info@copperstonecapital.com Web Address: www.copperstonecapital.com Address: Russia, Moscow, 115035, Sadovnicheskaya St., h.16, bld. Telephone: +7 (495) 988 00 10

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. 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.

Acquisition International - February 2016 27


LAUREOLA

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The S&P 500 declined 1.7% in December and was down marginally for Since Inception 95.1% the year. The real excitement in down early January, S&P had In such an uncertain and risky investors are appreciating morewhen and the more There was noenvironment, shelter in Hedge Funds, which followed thecame markets Compound Annual failing oncefirst againweek to provide the promised absolute 28.5%for the most part, the worst ever – down 6%. European shares dropped 7%, and value of investments which are non-correlated when markets decline, Growth Ratethe 5% Annual Cash Yield to 10% returns or non-correlation. Over 600 Hedge Funds closed in the markets first 9 Chinese equities fell 10%. Currency experienced exceptional months of 2015, more Life will undoubtedly follow in 2016. not just when markets go volatility up. are one of the proven asSettlements well, and commodity prices werefew in free fall, led by oil.

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Deal of the Year: Best for Environmental Due Diligence - UK DY150040

Deal of the Year: Best for Environmental Due Diligence - UK WSP | Parsons Brinckerhoff is one of the world’s leading engineering professional services consulting firms with approximately 34,500 employees, based in more than 500 offices across 40 countries worldwide. We spoke with the firm, to find out how they manage to consistently lead the way with their global services.

Company: WSP | Parsons Brinckerhoff Name: Peter Lane E-Mail: peter.lane@wspgroup.com Web: wsp-pb.co.uk Address: 6 Devonshire Square, London, EC2M 4YE Telephone: +44 (0) 203 116 6044

Our Environmental Due Diligence team is the trusted advisor for many clients. We focus on commercial solutions to get the deal done. Our international presence means we can readily identify and engage the most appropriate expertise to support any transaction wherever it is in the world. We serve our clients as an integral part of the transaction team, from the moment of engagement until completion of the transaction and beyond. Without our clients, there would be no WSP | Parsons Brinckerhoff, so we invest considerable time in listening to our clients and building relationships – to understand their aspirations and needs. Our clients’ Environmental Due Diligence focus is changing; traditionally, the emphasis was on legacy issues such as contaminated land and asbestos. We are seeing increased interest in quantifying the risks associated with climate change and flood risk, and looking at the impacts of new energy legislation that is driving energy efficiency measures. This eagerness for investors to ensure their businesses are ‘future-ready’ enables us to draw on our experts to ensure our client’s investments are sustainable in the broadest sense of the word. In this vein WSP | Parsons Brinckerhoff looks for opportunities; such as savings through energy management, best practice improvements, and the commercial merit of renewables and other technologies. Many of our recent projects have been focussed on the food and drink or packaging sectors, and we are increasingly providing acquisition support for the oil and gas infrastructure sector. Having our

own in-house remediation division enables us to assign robust costing scenarios associated with aged assets, and also for addressing contamination issues associated with sites set to be decommissioned. These costings can then be factored into the overall cost plan and bid price. We have seen a rise in the proportion of small to mid-market businesses being sold to trade buyers, particularly those investors from the U.S. This market space can especially benefit from Environmental Due Diligence since Environmental, Health and Safety (EHS) aspects have not always had a robust consideration by businesses in this market category, or they have not always been able to keep up with changing European legislation. Consequently, there are more legacy issues to place in context, and potential compliance costs and CAPEX requirements for emission control. It is known that Environmental Due Diligence is often left to the later stages of a transaction. We encourage our clients to consider WSP | Parsons Brinckerhoff’s early engagement in the process, even if it is only an initial call and a summary of key issues, which ensures potential issues are considered and associated documentation sourced in time so as not to affect the speed of the transaction and its completion. Environmental Due Diligence is an additional way to boost confidence in the transaction and identify costs savings, so naturally the sooner this is completed the earlier the benefits can be identified.

Acquisition International - February 2016 29


CEO of the Year, California 1602CG16

Green Globe is a certification company, which offers its membership a structured assessment of their sustainability performance. Working at the helm of this highly innovative company is Guido Bauer, who got in touch with us to talk about his leadership philosophy and more.

Typically speaking, our members are travel and tourism businesses and their supply chain partners. With Green Globe, our members can monitor improvements and document the achievements of their enterprise against our internationally recognised criteria of sustainable business practice. Green Globe’s certification of these practices and the award of our globally recognised label, demonstrates to consumers, business partners and governments that these businesses are performing at the highest level with positive contributions to the local environment, economy and community. Company: Green Globe Name: Guido Bauer E-Mail: wecare@greenglobe.com Web Address: greenglobe.com Address: 5959 W. Century Blvd., Suite 610 – Los Angeles, CA 90045 Telephone: +1-310-337-3000

As for my role as owner and CEO of Green Globe, my main responsibility is to develop international business opportunities and build our membership in the 90 or more countries where we operate. While our head office is based in Los Angeles, I spend a considerable amount of time visiting tourism destinations and working with our members and their resort chains. As a company working in an industry that is constantly evolving, we strive to bring innovation to our corridor of business related to sustainability. When the notion of the triple bottom line was first conceived around 20 years ago, sustainability was something that could only be adopted through a lengthy process of consultation, training and in some cases change management. Almost a generation later, things have significantly changed. The green agenda is now a pillar of commerce and industry, we have graduates entering the workforce who have studied, even majored in sustainability, and consumers readily understand the importance of using their purchasing power to affect change for good. A prime example of our eagerness to innovate was this past year when Green Globe moved to take its certification process and package it into an on-line management system, which we call Green Globe Solutions. GGS is being adopted by our members worldwide, and allows managers at all levels to collaborate and share reporting and other functions within our digital eco system. The process of certification is now a seamless part of daily operations, as our members compile and document their achievements and benchmarks throughout the year. The GGS is probably our most significant achievement in the last 12 months, along with our double-digit growth in revenues, a financial benchmark that we have delivered on for the eighth consecutive year. Throughout my career, I have been heavily involved in the tourism sector, and in my view this has really benefitted my role at Green Globe. I began my career in the US working in the travel industry which involved serving tourism businesses across the Caribbean. From early on, I became familiar with how important the Caribbean tourism sector is, and not only for the island nations who rely on the revenue, but also the US based travel businesses that support the industry.

30 Acquisition International - February 2016

From my perspective, the key to all this success was clearly the protection of the core assets which were, and of course still are, the beautiful tropical destinations, their people and the hospitably they have to offer. Any disruption to that precious balance causes real damage to people’s livelihoods and their ability to conserve their natural assets and preserve their community. For many years, Green Globe had been a leading brand in the Caribbean for both sustainability and certification, and the chance to take on this company and develop it into a truly global business was, looking back on it now, an amazing opportunity. From the outset I personally believed in the power of sustainability to bring change for the better. I directly invested in this belief and Green Globe is a now privately owned company that provides all its services on a professional basis to tourism businesses from small eco-resorts in the rainforests of Belize, through to international chains including Club Med, Moevenpick Hotels & Resorts, the Jumeirah Group and InterContinental Hotel Group, as well as many others. Our success has been to maintain the core promise of Green Globe, which is to do good by assisting businesses with continuous improvement. At the same time we want to ensure that we invest in our enterprise, to meet the challenges of industry and avoid the trappings of government assistance or NGO philanthropy. This year, our main challenge will be to take the enormous achievements coming from the agreements made at COP21 in Paris and turn them into tangible business opportunities for our company that is founded on both good deeds and good business. It is clear from the numerous discussions and negotiations at COP21, that private industry and the major cities of the world have been identified as the key drivers for the transformation needed to meet climate change targets. To this end Green Globe will need to position itself as a major player in assisting both business and local governments in adopting and delivering on sustainability management plans which are key to certification and the reduction of our environmental footprint. We are confident that our company will continue to grow and prosper, and believe this CEO of the Year award will provide motivation for us in the future. It is truly an honour to receive this award and I must share this accolade with my talented staff and the network of partners we have around the world. California has long been synonymous with environmental awareness and is a leader in green technologies, particularly the use of renewable energies such as solar. To be selected for this award brings reassurance that while some may still think that sustainability is a new industry, in fact my company is well positioned now and into the future.


CEO of the Year, Germany 1601CG15

Linguatec develops and markets leading edge language technology solutions for Machine Translation, Automatic Speech Recognition and Speech Synthesis.

Reinhard Busch started Linguatec in 1992 with the potential of artificial intelligence and expert systems in mind. The digital revolution had just begun and he along with a small team of programmers developed software to linguistically analyse large amounts of text. This led to the firm’s cooperation with IBM which back then had a scientific centre in Heidelberg, Germany and was about to develop a new generation of machine translation software which boasted superior performance.

Company: Linguatec GmbH Name: Reinhard Busch E-Mail: r.busch@linguatec.de Web Address: www.linguatec.de Address: Gottfried-Keller-Str. 12, 81243 München Telephone: +49 89 896664-151

Linguatec licensed this technology and in 2000 they introduced the first translation software for PCs with deep linguistic analysis abilities. The technology became an instant success, and when IBM decided to close all research centres in Europe, Busch had the opportunity to acquire IBM’s development team following a management buyout (MBO). Busch’s next step was to develop speech recognition (ASR) as an additional product line for the company. Although it addressed different market needs, it is built on technology similar to that of machine translation with which Linguatec was already familiar. This allowed the firm to further expand their business and therefore to become less dependent on one market. Text-to-Speech (TTS) is the firm’s latest entry, which they had licensed initially from outside as a component of their MT and ASR solutions. However, Busch goes on to explain this development, saying that when talking to their customers the firm “found that there was significant potential to grow a new market with a standalone speech synthesis solution. Meanwhile we have perfected the technology and our new TTS voices are hardly distinguishable from a real human voice. 40% of traffic operation companies in Germany (busses, subways, trams) use our solution for automating their traffic announcement”. In addition, the firm has important customers in the eLearning sector. Linguatec is the only company to be awarded the European IT prize three times for their innovative achievements in the field of language technology. From technology to market On the marketing side of things Linguatec obtains a detailed understanding of what their customers need and then work out how their solutions can be improved to make their customers more productive. On the technology side, Busch says they “constantly monitor and evaluate the different software technologies relevant for us and then decide which new trends and improvements are worthwhile to be investigated and potentially integrated.” Ensuring that Linguatec’s visions are executed across all sectors of the company is certainly an ongoing challenge, but by avoiding a purely functional organisation, “hiring people who not only have good technical and functional skills but also share the motivation and pride for high quality language technology products and trying to be a role model for my employees” means that the company is always in a good stead Busch adds. Linguatec has a dedicated team of computer linguists, language experts and neural computer scientists who share the firm’s mission “to continuously improve leading-edge language

technology applications in order to make our customers more productive.” In regards to hiring staff, “our philosophy is to hire brilliant talent early on (ideally from universities) and train them” Busch explains. “We participate in several research projects (on EU and national level) where we cooperate with the leading universities in our field. This gives us a unique opportunity to identify brilliant people and try to have them work for Linguatec.” Industry challenges “In terms of the current challenges in the industry, software distribution and pricing is currently changing dramatically” Busch reveals. “The entire retail structure for software will be replaced by new methods of delivery (downloads, apps) and pricing (e.g. subscription models). As for potential opportunities shifting to cloud computing brings new potential for business” he adds. In addition, Linguatec constantly benchmarks their solutions versus what they perceive to be their closest competitors. They also have regular in-depth interviews and meetings with their important customers so Linguatec can better understand their requirements. Competition In Busch’s previous position as consultant at management consultancy firm Bain & Company, he gained a thorough understanding of various industries. This helps him tremendously to analyse customer needs and to looking to the future to assess market opportunities for new products. Many of Busch’s previous colleagues from Stanford University now work in Silicon Valley which provides him with an invaluable network, for example in spotting new technologies which will be relevant for the company. To ensure that Linguatec are at the forefront of emerging developments in the industry, they have an international network of professionals to tap into and the firm carefully benchmarks their solutions against competition. In addition, Linguatec has a longstanding customer base in Germany covering many industries, which ranges from large global players to very successful medium-sized firms. In order to integrate technology into their linguistic services “we participate in several research projects which gives us the chance to experiment and test different technologies” Busch reveals. “On the basis of these findings we can make a much better judgement of which components provide proven value to our customers” he adds. The future The last word goes to Busch who has an optimistic outlook on the future of Linguatec: “In terms of developing and maintaining our standards, this is very much a continuous process of trial and error. I believe the ultimate benchmark whether we managed to meet our standards or not is to have satisfied customers. “Looking ahead to the future I am very optimistic about the technological breakthrough with deep neural networks. We are currently working on a new generation of language technology products which will lead to significant quality improvements and make our customers even more productive.”

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1512CG02

Company: Batavia Biosciences E-Mail: info@bataviabiosciences.com Web Address: www.bataviabiosciences.com Address: Zernikedreef 16, 2333CL Leiden, The Netherlands Telephone: +31 (0) 88-9950600

Batavia Biosciences focuses on accelerating the transition of novel biological medicines from laboratory bench to the clinic with improved success and lower cost. This can be antibodies, recombinant proteins, vaccines, or gene therapy vectors. Menzo Havenga provides us with an insight into his role as CEO for this dynamic and dedicated company. The development of a novel biological drug on average takes about 15-20 years. Acceleration of the research phase of the process is key as to date every minute two children succumb to malaria, four people to AIDS and more than ten people due to either cardiovascular disease or cancer. The world is thus in dire need of novel and affordable medicines, be it antibodies to fight cancer, recombinant proteins to treat for instance coagulation diseases or vaccines to battle deadly pathogens. Batavia Biosciences, and her sponsors, are committed to develop safe and effective drugs as fast as possible. The role of President & CEO at Batavia Biosciences in general covers four major responsibility areas, including: • Long-term Company and innovation strategy coupled to mission and vision. • Public relations • Business development, partnerships, merges and acquisitions. • Financial performance of the company Prior to my role at Batavia Biosciences, I had the privilege to work with best in class researchers and entrepreneurs including Dinko Valerio, Dick van Bekkum, Jaap Goudsmit, Hartmut Michel, and Kees Ekkers at companies and semi-government organizations such as Max Planck Institute, IntroGene BV, Crucell Holland BV, and TNO. I am a scientist by training as I graduated Cum Laude from the University of Nijmegen (KUN), and I obtained my PhD degree from the University of Leiden (LUMC). I published more than 90 scientific publications in peer-reviewed, international scientific journals and I am co-inventor on more than 35 awarded patents in the field of life sciences. In 2010 I launched Batavia Biosciences together with my business partner, Christopher Yallop, as we believed that the life sciences market was in need for a knowledgeable, full-fledged R&D organization that can help its clients solving issues that inevitably arise in the early phases of biological drug discovery. Also, both Chris and I recognized the need to develop novel technologies in order to speed up the process of bringing novel biological medicines from bench to clinic. Needless to say we are very proud that within 6 years we have been able to build from scratch an organization with more than 75 employees, with infrastructure in Europe and USA, gross revenue exceeding 10 million Euros, and most importantly, a committed, highly educated (more than 40% PhD) and experienced R&D staff (more than 14 years’ experience in the industry on average). In addition, we have effectively used our surplus cash to develop our portfolio of novel technologies including STEP®, SCOUT®, and SIDUS® which already fuels further company growth. The market in which Batavia Biosciences operates is a fast growing market (20% CAGR; 65 billion US dollar annually) and there is constant pressure on the pharmaceutical industry to innovate. In this dynamic climate being first to market is key. The selection of a trusted outsourcing partner is critical to ensure

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that every penny is well spent and no valuable time is wasted. Batavia Biosciences is recognized as trusted party drawing on its outstanding experience, knowledge and ability to adhere to strict timeline and budget. As such the company has been growing in part on retaining client confidence and securing funding for on-going and future projects. Next to working with internationally operating large pharmaceutical industry and biotech companies, Batavia Biosciences is also privileged to work with governmental organizations such as the National Institute of Health and Department of Defence as well as charity organizations such as the Bill & Melinda Gates Foundation. These organizations focus on novel product development as well as ensuring product availability for those in need and not sufficiently supplied or served. The funds and grants for these programs are equally unaffected by global crises or stock market fluctuations. How have we been able to grow our organization so quickly and able to attract such diverse clients? At Batavia, it is believed that this perhaps seems simple in strategic design but is complex in the execution leaving no margin for error. It is clearly a combination of at least four diverse factors including (i) a vast international network in industry, academia and governmental organizations brought by the executive management of the company, (ii) a unique offering in terms of technology that allow biopharmaceuticals to be produced quicker, cheaper, and more robust, (iii) a well experienced R&D organization that knows the challenges from first-hand experience and is able to provide realistic and practical solutions , and (iv) a professional support organization as regards IT security, legal, finance, quality, and human resource management. For any company active in a dynamic field like life sciences, innovation is key to our existence and thus the biggest challenge for Batavia Biosciences is to consolidate its position as technological and industry front runner. This means that at some point we will need to attract external capital in order to further accelerate the development of technologies. Also, we have the clear ambition to expand our services offering which will require significant future investments. The company aims to grow its gross revenue base to 50 million Euros by 2025 or a 20% market gain year on year. Although ambitious, we believe we have built the basis to allow such growths owing to our unique technologies, our motivated and experienced staff and our strong organization. We have formulated a clear company vision i.e., “to significantly contribute to the ease of human suffering from disease by improving the success rate in the translation of candidate biologics from discovery to the clinic”. This vision, together with dynamic, empowered management and the provenance of a young and successful start-up attracts talented people that share the core values of Batavia Biosciences. Finding and retaining such people is without any doubt the most important asset the company needs to secure as it is their know-how and enthusiasm that uniquely positions Batavia Biosciences and allows the company to flourish.


CEO of the Year, The Netherlands

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The Rise in Copyright Litigation in the USA 1602CG02

Name: Julie A. Katz Company: Katz Group LLC Website: katzgroupllc.com Address: 312-857-3101 1711 N. Hermitage Avenue Chicago, Illinois 60622-1411

The Rise in Copyright Litigation in the USA Katz Group LLC caters for the global intellectual property and enforcement needs for a variety of corporations, including advertising agencies, toy companies, pharmaceuticals/chemicals, banks and food companies. They also serve as a US resource to numerous foreign-based law firms interested in securing intellectual property protection in the US and coordinating global strategies for their non-US clients. We spoke to Julie Katz, founder of the firm, to get her insight into why the protection of intellectual property is paramount. There is nothing worse than to have launched a successful product or service line with a catchy brand name and then receive a “cease and desist” order from another company, which is claiming you are infringing one or more of their trademarks or copyrights. To ensure that this risk is significantly diminished, we help established companies and start-ups secure trademark and copyright protection so they can confidently enter markets with their goods and services.

Furthermore, protecting client mailing lists and other sensitive company information is also of paramount importance. Sometimes business partners go their separate ways, or key employees leave, and only later do you discover they launched a competing business and have taken several of your top clients or customers. At our firm, we have helped businesses protect their most valuable assets from “walking out the door” when employees leave or business partners split up.

We understand that the level of investment that goes into advertising products and services is tremendous. Copyrights protect these business investments, and what good is it to spend on the development of creative ad campaigns just to have them stolen by competitors? For example, just look at the investment that is put into television ads during the U.S. Super Bowl championship game. From our perspective, it is critical to protect the expression of that creativity.

Alongside this expertise, we also help businesses strengthen their business contracts. We work with businesses to ensure that their purchase order and supply agreements protect their logos, trademarks and artwork from being used by vendors and suppliers.

As a global IP law firm, one of the key areas we look into involves reviewing websites. We investigate issues such as whether their website is targeting the audience they want and if they own all the images and text on the site. Furthermore, many companies have visited competitors’ websites only to be surprised to find how eerily similar their text and images are to their own. With all of these aspects in mind, we help business owners to protect their online presence.

Despite the often complex world of intellectual property, our business approach is simple. We listen, we ask good questions and we work with you to formulate a plan. Moreover, we negotiate a cost to implement the plan, and execute against that plan to accomplish your business objectives. As a small business owner myself, I fully understand the challenges that businesses face in nurturing and maintaining solid operations, while at the same time keeping sales humming along, employees engaged, and customers and clients satisfied. At our firm, we listen to what you have to say and don’t begin charging you for legal services as soon as we have answered the phone. Over the years, we have received many favorable settlements or final court adjudication in the industries of plush toys, pharmaceuticals, casino gaming machines, software and many more. We negotiate settlements of litigation before hundreds of thousands of dollars are wasted on extensive discovery when a business solution saves both parties their rights and their business investment. Looking further into 2016 and beyond, perhaps the biggest issue in the IP world is the protection of digitally protectable works and technology. Despite the many challenges facing us in this sector, we are confident that we will continue to protect business and provide the best possible service.

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Leading Actuary 1602AC01

Leading Actuary After three and half decades working as an actuary, Peter Neuwirth decided to write a book entitled “What’s Your Future Worth ?”, detailing just how useful the actuarial perspective is. We spoke to him to find out more about his background and expertise, and get his views on what makes a good actuary.

Name: Peter Neuwirth Company Website: www.willistowerswatson.com Personal Website: www.peterneuwirth.com Address: 345 California Street Suite 2000, San Francisco, CA 94104-2612 Phone: +1 415 733 4100 Fax: +1 415 733 4199 E-Mail: peter.neuwirth@ willistowerswatson.com

To date, I have been an actuary for almost 37 years and began my career at Connecticut General Life Insurance Company (Bloomfield Connecticut) in 1979. Two years later, I moved from the insurance industry to the pension consulting world, and that is where I have been ever since, working for numerous firms, both large and small in the US and abroad. Currently, I work for Willis Towers Watson where I have been since 2006. In total, there are about 25,000 credentialed actuaries in the US, about half of whom are “Fellows of the Society of Actuaries”. While the US has the most actuaries, there are probably another 20-30,000 actuaries working in other countries around the world. I have been asked many times over the years “What is an actuary?” and while I have many answers, lately I have been trying to communicate the answer to a more basic question – “How does an actuary think, and why is it important?” My book “What’s Your Future Worth?” attempts to answer that question. Fundamentally, I think what an actuary does is to consider and balance the impact of time, risk and money on decisions that individuals and organizations have to make on almost a daily basis. Historically, actuaries have worked primarily in the insurance and employee benefits world (pension and health and welfare), but over the last 10-20 years actuaries have become critical in many other industries most notably the investment world, but also in industries where one would not normally expect there to be any “actuarial issues” (e.g. working with airlines on real time pricing of tickets to make sure all the seats are filled on their flights). Woven throughout almost all of the work that an actuary does is the concept of “present value” which essentially means the value today of something that may or may not happen at some time in the future. Every actuary is intimately familiar with this concept, but very few outside of the industry fully understand it or apply it as generally as it could (or should) be applied. In my opinion, I think to be a good actuary one certainly has to be good at math, but more importantly one has to have an open mind that can imagine all (or as many as possible) of the ways that the future might unfold. Anticipating and planning for the possibility of bad things happening is one of the core attributes of a good actuary and it is that ability that has enabled a few of the large insurance companies to stay in business for centuries. Many actuaries have the ability to do the above, but the best also have excellent communication skills and can explain the implications of their analysis to the

key decision makers who don’t necessarily have the same technical background as the actuary. As I mentioned earlier, most of my career has been spent working as a retirement plan consultant where I have advised (mostly) big companies on the design, administration and financing of their retirement plans. For most of that time, my focus was on the broad based “qualified retirement plans” of my clients, but for the last 10 years I have worked primarily with the non-qualified executive retirement programs of my clients where the rules are not so clear and the considerations are somewhat different (e.g. how to align executive benefits with shareholder interests, determination of appropriate levels of compensation and most interestingly the complex tax and “now vs later” questions associated with financing such benefits).During that period I worked as an executive compensation consultant in the Paris office of Watson Wyatt. Personally, I found this to be a fascinating opportunity to see how another culture viewed time, risk and money, as well as the factors that should drive an executive’s compensation package. Furthermore, my time there was made even more interesting by the fact that my assignment took place during the precise time that the Global Financial Crisis of 2008-9 was occurring. Even more recently I have turned my attention to the question of how the actuarial perspective and actuarial thinking can be used more broadly to help make the world a better place. My first book (“What’s Your Future Worth?”) not only tried to describe how an actuary thinks, but also tried to describe how actuarial thinking might be used by individuals to make better decisions in their own lives. The applicability of the concepts to “Financial Wellness” are quite clear, but many other life decisions (e.g., medical decisions) could be improved by using actuarial thinking. While it hasn’t become a best seller, I have been gratified by the response to the book and it was even named one of the 10 best business books of 2015 by Wealth Management. Currently I am working on a new book that tries to go a little deeper into one of the key challenges in using actuarial thinking and that is the fundamental intractability of the future and the “expanding funnel of doubt” that confronts us when we contemplate the future, particularly the long term future. For me, the struggle we as a society face when we contemplate the very bad things that may happen in the (sometimes not so) distant future (e.g. global warming, nuclear war, economic collapse etc.) is one of the most important sets of issues that we must face, and I believe that the actuarial perspective can help us do that. What I want to do in the coming years is to think, write and talk about those subjects, and hopefully make a difference. Acquisition International - February 2016 35


CEO of the Year, Financial Services 1602WO06

Saga Plc exists to make the lives better for those in or approaching retirement. From our beginnings as the older people’s travel bureau in the 1950s Saga has grown with the changing needs of our customers.

Saga Plc exists to make the lives better for those in or approaching retirement. From our beginnings as the older people’s travel bureau in the 1950s Saga has grown with the changing needs of our customers. We now provide award-winning holidays and cruises and publish Saga Magazine - the UK’s best-selling subscription magazine read by a million people each month. Saga also provides a range of savings and investment services, credit cards and even retirement villages.

Company: Saga Services Name: Roger Ramsden E-Mail: Roger.Ramsden@ saga.co.uk Web Address: www.saga.co.uk Address: Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE Telephone: 01303 771111

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Saga Services is the largest part of the Saga business – which began selling health and home insurance in the 1980s. It has since expanded to provide cover for cars and motorhomes, travel and health insurance. With the acquisition of Bennetts we are now the country’s pre-eminent motorbike insurer. All products and services start with understanding what the customer wants and needs and policies are specifically tailored to meet the needs of the nation’s over 50s. Many of our insurance products are five star rated and our customer service is second to none.

As CEO, can you share any significant achievements from the past calendar year, such as other accolades won or your company’s track record for the services you provide? Saga Services insurance products and service are highly regarded. Our products are rated 5* by Defaqto, we are consistently top rated for customer service. How long have you served as CEO at this firm and how has the company performed since you took the helm? 8 years. The Saga Group was owned by private equity when I joined and has subsequently successfully listed on the London Stock Exchange. What feedback do you get from clients on the work you and your organisation does? We are consistently highly rated by our customers for our products and service. Staying close to our customers is key, ensuring our products and services meet their needs. This has led to more interest in our online digital channels and extended the range of distribution channels we work with.

In an interview with Saga Services’ Roger Ramsden, he reveals something of his work as CEO there and the feedback he receives from clients on the work of the company such as the importance of staying close to their customers and ensuring their products and services meet their needs.

What are some of the daily challenges and opportunities you face as CEO of your company in delivering the services you provide? Ensuring we are focussed on making life better for those retired or approaching retirement and that we do this really well in everything we do.

How does it feel to have won the CEO of the Year, UK award? I am delighted. The acquisition of Bennetts was a rare opportunity to acquire a business with a model close to Saga’s core customer expertise and our broker model. Bennetts is a terrific brand with some highly complementary skills in social media and insurer relationships.

As CEO, what do you see as the major challenges facing your organisation in 2016? Growth in a highly competitive and transparent marketplace. When hiring new staff to work in your organisation, what qualities and attributes are you looking for? Fit with Saga’s way of doing things. We are a hands on organisation where delivery for our customers is key.


CEO of the Year, Texas 1601WO10

HFTP, founded in 1952 and headquartered in Austin, Texas, is the global professional association for financial and technology PROFESSIONALS working in hotels, clubs and other hospitality-related businesses. We spoke to Frank Wolfe, the firm’s CEO, who provides us with an insight into his role as leader of this dynamic and growing business.

HFTP provides first class educational opportunities, research, and publications to members around the globe including, the premiere hospitality technology conference HITEC, which was founded in 1972. In addition, HFTP also awards the only hospitality specific certifications for accounting and technology -- the Certified Hospitality Accountant Executive (CHAE) and the Certified Hospitality Technology Professional (CHTP) designations. Company: Hospitality Financial and Technology Professionals (HFTP) Name: Frank I. Wolfe, CAE E-Mail: frank.wolfe@hftp.org Web Address: www.hftp.org Address: 11709 Boulder Ln, Ste 110; Austin, Texas 78726 Telephone: +1 (512) 249-5333

The firm was founded in the USA as the National Association of Hotel Accountants, and has additional offices in Maastricht, The Netherlands, and Kowloon, Hong Kong. My career with HFTP began in March 1991 as the association’s Director of Education. I became executive vice president/CEO of HFTP in 1994 and at that time was one of the youngest association CEOs in North America. In my current role as the spokesperson for HFTP, I frequently speak on hospitality finance, technology, social media and travel issues to varied audiences and have presented in more than 20 countries. I am also a regular columnist for Hotel Management and Hospitality Upgrade. My main duties as a non-profit CEO are to pitch ideas to our Board of Directors and Members, let them choose the ones that they believe will catapult the organization/industry and then bring a consensus vision into reality for the global hospitality industry. To establish HFTP’s presence on a global stage involves relationships with many types of groups, including other hospitality associations, organizations, and even our competitors to work on professional educational opportunities in regions such as Europe, the UAE, Hong Kong and India. It is important to work with many types of organizations to understand the educational needs specific to the region and build our global network of hospitality finance and technology professionals. Alongside these responsibilities I have been entrusted with far reaching projects that service not only our stakeholders but also the global hospitality industry at large. One example is a financial comparison database called the Global Hospitality Accounting Common Practices. The online tool allows users to learn and compare how full service hotels around the world structure their management accounts. Another large project is the development of Pineapplesearch.com, which debuted in October 2015. The site serves the global hospitality industry as a search platform for hospitality-specific industry information and intelligence. Pineapplesearch.com centralizes highly fragmented industry information into a single and free-to-use platform which delivers

relevant information to industry professionals, when and how they need it. As a business HFTP works on large, big-idea projects that help support the industry. Beyond Pineapplesearch and GHACP, we have developed similar projects such as HFTP’s 20X series. These look at the impact of near-future technology. The series started as GUESTROOM 20X in 2006, which was a special exhibit of a model hotel room that displayed potential future technologies for a hotel guest room. The exhibit ran for several years at HFTP’s annual Hospitality Industry Technology Exposition and Conference (HITEC) – the world’s largest hospitality technology show. Currently on hiatus, it is set to return in 2017. Our latest program in the 20X series is Entrepreneur 20X, started in June 2015, a pitch competition that gathers innovative start-ups to pitch cutting-edge, transformative hospitality technology to an expert panel of judges. This program provides great value to the new companies as they get feedback directly from the industry practitioners. All of these technology driven projects drive us towards our ultimate aim; to be recognized as the essential source on finance and technology for the hospitality industry. Alongside our numerous projects we also do this by supporting and producing education and research in these fields. In addition the firm produces several conferences throughout the year; hosts webinars; publishes a quarterly publication written by practitioners and academics; have two finance and technology specific certifications, and supports two Research Centres for custom industry studies. We also work with allied organizations in regions across the globe to share resources. Currently the hospitality industry is dynamic and ever changing. There are always challenges that we deal with on a daily basis, lots of mergers and acquisitions, an influx of disruptive technologies, over regulation by some governments and under regulation by others, and security to name a few. One big advantage that we have over many other industries is that we are an extension of everyone’s home, and while some industries are shrinking, we either grow or remain static regardless of the economy. Moving forward we are keen to expand. It is wonderful to have a constituency that is constantly asking for more products, services, and to please come to them globally. We are in the process of expanding into almost all of the continents of the world, which will provide us with a number of exciting challenges and opportunities.

Acquisition International - February 2016 37


1511AC10

Company: Reed Smith LLP Name: Michael Young, Partner E-Mail: myoung@reedsmith.com Web: www.reedsmith.com Address: Broadgate Tower, 20 Primrose Street, London, EC2A 2RS United Kingdom Telephone: +44 (0)20 3116 3655

M&a and TME: What Will 2016 Hold? M&A in the technology, media and entertainment (TME) space has boomed over the last 24 months. It’s a trend that looks set to intensify in 2016 as cross sector convergence – expanding beyond traditional core activities to acquire new capabilities – continues to reap dividends for TME firms. In particular, many companies traditionally regarded as technology firms have expanded well beyond their remit to become genuine TME businesses, with the provision of content becoming a fundamental part of their companies’ businesses.

The urge to converge Underlying this drive towards convergence is a shift to ‘quad play’ offerings – where telecom providers seek to become a one-stop shop for TV, broadband, fixed and mobile telephony. BT’s £12.5bn takeover of EE, which recently received approval from the Competition and Markets Authority, is a case in point: according to Ofcom’s figures, BT already boasts 31% of the fixed-broadband market, 38% of home phone traffic, 25% of Premier League rights and, if the merger goes ahead, can expect to control 34% of the mobile sector. Investments such as this can give businesses the ability to attract and retain customers more easily, enhance revenue streams and closer align themselves with changing customer expectations. Mobile technology generally is expected to play an increasingly significant role as M&A activity in the industry surges. Last year, mobile bypassed desktop as the primary focus for content, app, and web development strategy. This shift was down to a sharp increase in the number of mobile users, and the increasing amount of mobile visitors to websites. According to a recent report by eMarketer, Google, which processes more than 100 billion search requests each month, received more searches from mobile devices than desktops for the first time ever in 2015. We can expect to see more of the same in 2016. Bringing in talent and tech Industry giants will no doubt continue to drive activity in 2016 as they also continue to pursue ‘acqui-hiring’ strategies. Facebook, Apple and Google rank amongst the most active acqui-hirers. However, other companies have paid attention and now realise that acqui-hiring can be an efficient way of acquiring talent, products or intellectual property (IP) to fill an important need. The acquisition of small targets does not necessarily mean that investors must sacrifice financial gain; in fact, in many cases small acquisitions offer greater return on investment in a shorter period of time.

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Despite the huge gains that can be achieved, some businesses remain reluctant to acqui-hire due to the perceived challenges associated with retaining staff and achieving strong cultural alignment. In 2016, acquiring businesses may strive to combat such challenges by undertaking thorough due diligence, including robust restrictive covenants within acquisition documents and, perhaps most importantly, offering entrepreneurs creative and supportive networks in which they can thrive. Monetising digital media TME businesses must stay on the cutting edge of the digital word if they are to achieve success when converging. Companies will face the challenge of having to to avoid going too low with their prices, steering clear of cannibalising offline content and retaining existing business models on which customers rely. TME companies must balance their expected digital rewards with the risk of harming their currently successful models. Facebook, which acquired WhatsApp for $19 billion in 2014, has adopted such an approach. Facebook is yet to monetise WhatsApp, instead scrapping the subscription fee and making it clear that it will not be advertising on the application. Such an approach has seen WhatsApp’s user base double from 450 million to over 900 million since its acquisition. Finally, as we look to 2016, the increased activity in the fintech sector is likely to breed fresh fraud risks which will lead to an increased demand for security offerings. Last year saw large security firms such as AVG Technologies, Baidu and Check Point Software Technologies strengthening their cyber-security offerings by acquiring businesses outside of their core business and I believe that this behaviour is set to continue in 2016 as firms seek to strengthen their product lines.


M&a and TME: What Will 2016 Hold?

Acquisition International - February 2016 39


Gideon (Gidon) Cohen Advocate

Gidon@cslaw.co.il


CEO of the Year, Vietnam 1602CG15

VILAF is a full-service law firm, and have been consistently ranked as a top tier law firm by Legal 500, Chambers and Partners, IFLR 1000, ALB and AsiaLaw. We spoke to Dang Duong Anh, CEO and Managing Partner of VILAF, to find out more about their company and get an insight into his role at the leading law firm. Our firm works across a highly diverse range of areas, including banking and finance, capital markets, corporate and M&A, to name a few. As a CEO in our Hanoi office, I am responsible for leading the development and execution of the firm’s long term strategy with a view to bringing in better incomes for staff and creating more values for the partnership. When it comes to hiring staff, education, experience, professionalism, and loyalty are the keys qualities and attributes I look for in employees Name: Dang Duong Anh E-Mail: anh@vilaf.com.vn Web: http://www.vilaf.com.vn/ Address: 6th Floor, HCO Building, 44B Ly Thuong Kiet, Hoan Kiem, Hanoi, Vietnam Telephone: +84 4 3934 8530

I am ultimately responsible for all day-to-day management decisions and implementation of the firm’s long and short term plans. Moreover, I act as a direct liaison between the Board of Management of the firm and communicate to the Board on behalf of management. Last but certainly no least, I also communicate on behalf of the firm to all partners and employees, Government authorities and the public. Over the past 12 months, besides maintaining our rank as a first tier firm in almost all areas of practice, we also developed other new practice in Vietnam such as asset financing, aviation, dispute resolution for SOEs, etc. To many clients and peers, I am regarded as one of the most reliable and result-oriented Vietnamese lawyers. In terms of M&A transactions, I have worked on a number of major deals including advising Siam Cement Group in acquiring 85% share capital in Prime Group, valued at about US$240 million (including debts). This deal allowed them to become the primary owner of the holding company and more than 20 subsidiaries. I also advised Showa Aluminium Can Corporation and Showa Denko K.K. in their acquisition of more than 90% share capital in Hanacans, valued at about US$110 million (including debts). With all my achievements and outstanding successes, I was promoted to be the Managing Partner of Hanoi Office from January, 2015. Although this is only the second year since I became the CEO and Managing Partner, our firm has grown better than ever with before, working on more and more big deals, as well as achieving higher turnovers and higher recognitions from reputable organisations across the globe. For example, Chamber Global described us as a firm that “continues to be regarded as a market leader for corporate work” and “stands out for its excellent rate of response, knowledge of Vietnamese law and solid understanding of clients’ needs.” The Legal 500 were equally as complementary, describing us as “the powerhouse Vietnamese firm, fielding teams of lawyers with international experience” and “Demonstrating excellent response times and a very commercial outlook”.

Our position as a leading law firm is particularly important in our region, as Vietnam’s legal system is underdeveloped and revolving, and a leading law firm like ours is always expected to follow up closely with any change in the legal system and provide the most updated advice and solution for clients. Furthermore, Vietnam’s legal market is (except for representation for clients before the local Court) entirely open for international and foreign law firms and foreign lawyers practising in Vietnam. Many international and foreign law firms have set up their branches in Vietnam such as A&O, Freshfields Bruckhaus Deringer, Baker & McKenzie, Mayer Brown JSM, Allens, Duane Morris and others. This has put much pressure on the competition with some leading local law firm like us. Moreover, partners usually tend to have a separate perception on and solution for a specific issue in the strategy and plan of the firm, and sometimes it is difficult to get consent from the majority As well as many challenges, there are also myriad opportunities for us in our industry. The opening economy along with a better law system have made Vietnam to be a wonderland for foreign investors which give us chances to approach and corporate with more and more clients. As one of the biggest local law firms in Vietnam with high quality lawyers and professional standard, we have a competitive advantage to strengthen our exist expertise and expand our legal services with more industries such as renewable energy, health care, education, etc. However, as more the opportunities come, the more challenges await us. We have to be more and more competitive not only in our services quality but also in the pricing offered. Human resources also a key problem for a firm if they do not have enough key employees or the keys one are approached from other competitors. As for the award, it is an honour to my achievements and endeavours recognised and appreciated. However, it is also presents me with a big challenge for the coming years, not only I have to retain the record, but have to continue to succeed in a highly competitive market.

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CEO of the Year, Pharmaceuticals 1602WO21

GlobalCare Clinical Trials, Ltd is the leading global provider of ambulant health care services for clinical trials. They provide innovative, patient-centric services for biopharmaceutical and medical device companies by conducting selected study visits at locations convenient and comfortable for the patient (e.g., their home, workplace) when travel to the investigator site is not practical.

The firm’s CEO Gail Adinamis is thrilled to have grown this organization from its inception in 2010 to now a global provider in over 45 countries. She is focused on continuing to advance the company’s mission to help advance life-enhancing products to the market by providing high quality, compassionate services and high customer satisfaction.

Company: GlobalCare Clinical Trials, Ltd Name: Gail Adinamis E-Mail: gadinamis@ globalcarect.com Web: www.globalcarect.com Address: 2201 Waukegan Road, Suite 270, Bannockburn, IL 60015 USA Telephone: +1 847 282 3270

“This is a great honour and I am quite humbled to have been selected. It is very rewarding to be recognized for my vision and accomplishments over the years” explains the firm’s Gail Adinamis when asked how it feels to have won the CEO of the Year, the USA award. “GlobalCare has grown over 50% this past year, much of this is due to repeat client business. We are proud to have been selected as the preferred or exclusive provider for a number of sponsors. We are also excited to have been awarded the Best Ambulant Care Provider for Clinical Trials as well as the International Niche Solutions Provider of the Year in 2015. I have also been named International Game Changer of the Year” she adds. When asked to explain her career and how she reached her current position as CEO she says she was an accidental entrepreneur and started her career in clinical trials at a big pharmaceutical company. “I was always looking for process improvements to routine logistics and was able to implement many new innovation logistics. I subsequently looked at improving not only the company’s processes, but the clinical trial process in general” she reveals.

However, Drug development is a long and expensive process taking 10-15 years and over $1 billion to get a new product to market she goes on to say, but in 1992, she was offered an opportunity to create a more patient-centric clinical trial model. “I established and ran a division for a national home infusion company focused on conducting clinical study visits at the patient’s home rather than the traditional model of patient’s having to travel to the investigational site. From there, I established and headed 2 other wholly owned subsidiaries for clinical trial services at national home infusion companies” she elaborates. Continuing the story, in 2004 Adinamis decided to create her own company as it would provide even more flexibility in providing national services for study patients. She continued to push this innovative service model outside the US borders, even into countries not familiar with home healthcare services. Today, she continues to lead GlobalCare as CEO and has their vision set on continuing to expand their footprint. “I was founder and CEO of GlobalCare since its inception in 2010. I am excited to continue to lead the company with great employees who share the values I established and work towards providing our highest quality and customer service each day” she adds. In terms of client feedback, “our clients have praised us for our flexibility and team work” Adinamis reveals. Developing this point, she says, “We like to feel like we are a true partner and offer solutions even outside our core business to ensure success of the team and the projects. We have even been requested to rescue studies for clients who were using our competitors. We were glad to successfully provide the services they needed and expected.” As CEO, the firm’s focus is “ultimately about providing the best patient care” Adinamis continues “With a rapidly growing company, there are challenges to ensure the right and timely hires and to always ensure compliance with our operating procedures. There are peaks and valleys in the work flow – mostly peaks. So it is important to keep the team motivated and focused to provide high quality services on time” she adds. In closing, the major challenge for GlobalCare Clinical Trials, Ltd in 2016 will be “to keep pace with the rapid influx of new business opportunities and to maintain our high quality of standard.” In addition, staff are key to the success and growth of the company, “so making the right (or a wrong) hire is critical. I look for not only the credentials of an individual on paper, but the soft skills they possess. You can train an individual on company procedures or study specifics, but you can’t train a person how to be positive and compassionate” Adinamis concludes.

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CEO of the Year, Utah 1601WO06

InXpress Americas is a franchise organization that resells the services of major shipping companies like DHL. We had the chance to speak with the CEO of the organisation, who elaborated on the award winning services they provide for their clients.

The InXpress Franchisees provide small to medium sized businesses discounts based on InXpress volume. In a way, InXpress is a big buying group that a business can join to access discounts from DHL which they would not be able to receive on their own. As the CEO, I oversee the entire North and South American region.

Company: InXpress Name: Dustin Hansen Web: www.inxpress.com Address: 9815 South Monroe Street Suite 306, Sandy, UT 84070 Telephone: 801-495-7894

Furthermore, as the CEO of the InXpress Americas region, I am responsible for setting the strategic vision for the company, and hold the organisation accountable for the successful execution of that strategy. The first thing I do to successfully help the company execute the organisation’s vision is ensure that we have hired the right people, with the best qualifications and experience, and placed them in the right seats so that they might make the most impact for the company and the clients. The next step is to ensure that the team is communicating effectively throughout every level of the organisation. Collectively we build the correct culture which will lead us to successful adoption and swift execution. Our mission is to support the growth and success of the small and medium business (SMB), who makeup our client base, thus helping drive the global economy. We do this by utilizing a franchise model, which creates a face-to-face relationship between our SMB customers and an InXpress franchise, who are Global Logistics Specialists. In addition to this, our group volume discounts allow SMB’s to compete against larger competitors and become more profitable despite their smaller size. With a low cost entry, and no overhead costs, our franchisees can see a ROI within their first 12 months. Moreover, with our unique franchise model, our franchises can create large residual income without limits or territorial restrictions. This truly makes us stand out from the crowd. As we keep our focus on the international market, we don’t foresee any real changes in our chosen industry. The only major changes we anticipate will have a positive impact on our growth and make it easier for SMB’s to find overseas suppliers and customers. This, in turn, will drive the international shipping volume higher and higher.

Working in the region I do, allows for me to create the prototypes which other regions can follow. The Americas region is the model region for the rest of InXpress Globally. All of the programmes we put into action here, are implemented, tested, and documented in the Americas first before they are imported out through proper training to other InXpress regions and countries. To develop, set and maintain the standards of the company I model, model, model. I find people and companies that are succeeding, or have succeeded, at a high level and learn from them. I consistently read one to two books a month, listen to audio programmes about different business and success principles, and implement the ideas that are generated from this learning. A smart person learns from their mistakes, a wise person learns from the mistakes and successes of others. Hiring the right person for the job is, as I mentioned previously, crucial to the successful operation. Personally, I feel privileged that I can let the company’s success and culture do the recruiting for me. When I am recruiting staff, I first look for those who are great or standout. I firmly believe that Jim Collins is right when he says, ‘good is the enemy of great’. With great people hired, the culture and success then attracts people to want to work for InXpress. To maintain our unique position and distinguish ourselves from any competition we rely on three basic business principals. Firstly, we maintain an international focus. Secondly, we use an original franchise model, which provides more value to our customers. Finally, we rely upon the expertise that we have within our people to make us the best. As I look towards the future I predict aggressive and exponential growth. Our plans to accomplish this is to recruit new, ‘right-fit’ franchisees; and create more coaching opportunities for our franchisees which in turn will assist with better franchise unit economics. Of course we will continue to enhance our IT offerings keeping up with the new developments in these areas which will allow us to conduct our business and services in a more cost effective manner as well as giving us the ability to add additional service offerings to our new and existing customers.

Keeping up with new technological developments and the creation of new products within the industry creates an ongoing need for us to try and stay at the cutting edge. We do this through focused communication and by utilising the ideas which come out of our franchises. Utilising our resources this way allows for us to make the correct resource allocations and develop our products and services accordingly, for the betterment of our clients.

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Company: Palm Beach Orthopaedic Institute, PA Name: Brian S. Bizub E-Mail: bbizub@pboi.com Web Address: www.pboi.com Address: 4215 Burns Road, Palm Beach Gardens, Florida USA 33410 Telephone: (561) 694-7776

Palm Beach Orthopaedic Institute’s objective is a “total body” approach to wellness and offering full-service cutting-edge care for our patients and the communities we serve. We had the opportunity to hear from representatives from the Institute to learn how they stand ready to provide their award winning care to the community in which they live.

President Obama’s Patient Protection and Affordable Care Act has prompted many changes and challenges when providing high quality care. Although the new law has created contentious debates between insurance carriers, hospitals, and physicians, it has merit towards moving health care to value- and quality-based care delivery models. Value and quality-based medicine is the philosophy of Palm Beach Orthopaedic Institute as well as providing high-quality, patient-centered care leading to optimal outcomes, patient satisfaction, improving access of care, and patient safety. Palm Beach Orthopaedic Institute continues to achieve our goals by providing physicians from all specialities of orthopaedic medicine, including adult & pediatric trained physicians, in areas of sports medicine, orthopaedic surgery, hand and upper extremity, spine and pain management, joint and reconstructive surgery, physiatry, and podiatry. The Institute is dedicated to offering each patient the best treatment that medicine has to offer in orthopaedic care and employs only board-certified, fellowship trained, physicians who have trained in US academic institutions that are well-known for their educational and training programmes worldwide. Receiving the 2015 CEO of the Year award from Acquisition International is an honor. As CEO of Palm Beach Orthopaedic Institute over the past 7 years has provided me with the opportunity to be part of an organization that has shown their immense dedication and devotion to their patients, hospital affiliates, and communities by providing patientcentered care leading to optimal outcomes. As well as achieve many significant accolades to my professional career. In 2015, I was elected to the Board of Director for the American Association of Orthopaedic Executives, a national organization serving orthopaedic practice executives providing networking, practice management tools, and educational tools for orthopaedic practice executives. Additionally, I was chosen for the National Council Board for D1 Sports Training which provides custom sports training and therapy programmes, boot camps and expert coaching. I was elected to the Board of Paradigm Medical Network, a Management Service Organization (MSO) that has joint ventured with physicians to provide practice management and administrative support services to individual physicians and group practices. I was also Recognized by the South Florida Business Journal, who identifies Power Leaders as key decision-makers at crucial health care organization to steer South Florida through the healthcare challenges. I have assisted the organization by recruiting physicians who add their stellar reputation of the organization, resulting in increased patient access and satisfaction. The impact Palm Beach

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Orthopaedic Institute has provided to their patients, hospital affiliates, and community is immeasurable. The health care space is a very challenging but rewarding profession. There are a number of challenges running an organisation such as this in this region such as: maintaining a physician-owned organization in a space where hospitals want to control health care; maintaining high standards of care while facing declining reimbursements; changing from a volume-based medicine to quality-based medicine; ensuring that patients are well informed on health care advancements in technology and alternative treatments; redefining standards of care to ensure patient-centered care lead to optimal outcomes while decreasing healthcare costs and meeting the demand of the insurance carriers through higher premiums for employers, higher deductible for members, and denied services because of overutilisation by inadequate health care providers. Having been employed by Palm Beach Orthopaedic Institute since 2008, I have witnessed an increase in patient volume of more than 40.7% and outperformed revenue expectations from 3-12%. Efficiency has proven effective in growing the volume, increasing patient and referring physician satisfaction, and overall morale of the employees and physicians of Palm Beach Orthopaedic Institute. We continued our success by building a 40,000sq ft Medical Office Building and adding service-lines that support the “Total Body” approach to wellness, patient satisfaction, and focusing more on process improvement to enhance patient experience. As CEO, I stay relevant on the advancements in orthopaedics through the American Association of Orthopaedic Executives and the American Academy of Orthopaedic Surgeons. I work closely with the physicians to identify the latest technological advancements and value-added services to support wellness and the “total body” approach. Palm Beach Orthopaedic Institute has a reputation of excellence, provides patient-centered services that include convenient clinic and therapy hours, advanced informatics infrastructure that allows patients to interact with scheduling, clinical updates, medication renewals, educational materials and coordinated care across providers. This reputation is earned, in part to the on-going education of our employees, from reviewing standards of care to White Papers supporting clinical applications, the physicians of Palm Beach Orthopaedic Institute stay informed and provides patients with the best medicine available through scientific-based medicine. We are patient focused and believe in the quality of care over costs.


CEO of the Year, Florida

We also maintain high levels of commitment by our staff through quarterly staff appreciation events. As with any organization, employees act as a marketing team once they leave the workplace. They are either exchanging the positives or negatives of their employer. I am hopeful that our employees are speaking positively about the organization once they leave work because we respect our employees and treat each employee like a family member. To build upon our entrenched reputation we are embarking on the expansion of our organization and community outreach by opening a new medical office building in our western and southern communities to better serve our patient and referring physician base. Additionally, we recently signed a contract with Athena Health to transition their Electronic Health Records software because Palm Beach Orthopaedic Institute believes that the Athena model is more sophisticated than others software vendors. Analytics are crucial to support a “total body� approach and wellness through presenting a more comprehensive clinical picture of each patient.

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The Cleaning Authority, founded by Steve Robinson, is an International Company offering residential franchise opportunities throughout the US and Canada. We invited Steve to talk us through how he created the firm and helped to drive it to its current success.

The Cleaning Authority was founded in 1989 with my business partner Tim Evankovich. Together we purchased an existing mom and pop residential cleaning service based in Columbia, MD. At the time of purchase we had approximately 250 customers. We spent the next 7 years working in the trenches learning the business from the ground up. In 1996 we decided to franchise the business and offer our system to others throughout the US and Canada. Company: The Cleaning Authority Name: Steve Robinson Website: www.thecleaningauthority.com

Through our hard work and dedication we were able to grow the company from one small location to an International Franchise Concept with 200 franchise locations servicing over 92,000 customers grossing over 200 million per year in sales. The firm’s phenomenal growth is testament to the hard work and dedication of everyone involved. One major challenge we encountered was the strong competition in the residential cleaning market. We differentiated the Cleaning Authority by employing an aggressive marketing strategy, by sending out over 1.2 million pieces of direct mail pieces per week to potential customers on behalf of our franchisee’s through our affiliate company in Oklahoma. By utilizing this method of advertising our franchisees were able to scale their businesses very quickly. Another unique feature was that we invested heavily in technology, developing a state of the art web based software system. Over the years we have invested over $7 million in this system, which allowed us to better support our franchisees, managing every aspect of their business. This led to the development of our call center. We have 30 call center operators who are able to act as an extension of the franchisees local office staff. This ensures that if the franchisee is not available, customer calls will be directed to the call center and customers will never be put through to a voicemail system during working hours. Phone calls from all of our direct mail campaigns are also directed to the call center , which helps to maximise the success of the marketing dollars. Another unique advantage that we put into place a few years ago was to hire some of our most successful franchisees to be the front line representatives to help other franchisees with questions about their day to day operations. So they split their time between running their own franchise territory and helping others that encounter the same daily challenges. Within the franchising industry it is unusual to find franchising representatives who are actually franchisees themselves, in most cases other franchisors hire staff who have no prior experience in their particular industry. The Cleaning Authority’s approach has been extremely successful in helping all franchisees to get the most out of their business. Ultimately, what has set us apart was our dedication to innovation. We were always trying to challenge the norm, always looking at every issue in a different

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way. Whenever we came across a process, we were always asking why it was that way and how we could invert it, so as to better support our franchisees and build upon our success. We pushed boundaries and invested in technology. Other firms used their technology as a barrier between their franchisees and customers, we used technology to get closer to them, offering greater support and an easier means of communication. Our innovation extended beyond our internal processes and into how we recruited franchisees. We used franchise sales consultants, which are companies who represent a number of franchise firms in a number of different sectors, from auto repair to yogurt stores and everything in between, offering potential franchisees the chance to choose a franchise which best suits them. While this is a common practice in our industry, we approached it in a unique way. Many franchise companies would try to lower the price as much as possible, so that they would pay the franchise consultancy firm the least possible. However, we turned this around and paid the most, so that when the consultants sent us a franchisee they made more money than sending them to other companies, which helped encourage them to send us the best candidates. This is particularly vital because ultimately our people are what has helped make The Cleaning Authority the success that it is today. When looking for potential employees I always look for people who are passionate, dedicated and loyal. Without any one of these three qualities I do not believe it is possible to have a successful working relationship. I need my staff and franchisees to work hard and be in it for the long haul so that we are able build upon our present success. In 2014, The Cleaning Authority’s success caught the eye of PNC Riverach Capital, a private equity firm based in Pittsburgh, PA, and they purchased the majority share of The Cleaning Authority. My success in hiring great people is highlighted by the fact that since selling the company and stepping down as CEO, the majority of the staff have remained at the firm. The former Vice President, Rob Weddle, has taken over my responsibilities as CEO. The Cleaning Authority is moving forward and continues to get better every day. Although I have stepped away from the day to day operations I still remain a shareholder and will continue to be on the Board of Directors. I am proud to still be associated with the company and am pleased with everything we achieved during my time at the helm. I am confident that future of The Cleaning Authority is in great hands. Moving forward I have several exciting projects in the pipeline which will present me with a number


CEO of the Year, Maryland

of opportunities, including my new venture, Black Ink Capital, a premier financial services company that I am starting with a long-time friend and business colleague, Steve Alms. Black Ink Capital is committed to filling the void in the Mexican financing market by providing loans to businesses who struggle to be approved by banks and other traditional moneylenders. Currently the firm predominantly deals with Pemex and its business partners, but in the future we are looking to expand the venture.

Also having time away from the business has allowed me to spend more time with my wife and 3 daughters as well as being able to indulge in my passion of raising cattle and horses on my ranches in Texas and South Dakota. My wife and I are also passionate about making contributions to people and causes that we believe will make a lasting impact in helping their communities, advancing cutting edge ideas, and inspire change.

In addition I am joining with a former COO of The Cleaning Authority, Allen Thrift, to franchise a new pizza delivery concept. We plan on using a lot of the same strategies that built The Cleaning Authority into an international brand to build our new pizza concept into a household name.

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Unified Patent Court and Unitary Patent 1511CG15

Unified Patent Court and Unitary Patent Withers & Rogers has grown to become one of the largest intellectual property firms in Europe with over 70 patent and trade mark professionals. Though originally established in 1884 we are a modern, progressive, responsive and growing business with a prestigious heritage. Today we work with some of the most advanced and renowned companies in the world. Our Electronics, Computing & Physics group is one of the largest of its kind in Europe, serving a wide range of technology clients. Company: Withers & Rogers LLP Name: Michael Jaeger E-Mail: mjaeger@withersrogers.com Web: www.withersrogers.com Address: 4 More London Riverside, London, SE1 2AU, United Kingdom Telephone: +44 20 7940 3600

Withers & Rogers has high quality standards builtin and as a core element of our culture, quality pervades everything we do. We regularly canvass our client base to ensure that our quality approach is both visible and valued by them. We actively pursue both in-house and externally sourced training and engage in a quarterly peer review process in order to maintain the highest professional standards. We exist in a very interesting market and we have many great competitors but our long term strategy of hiring the best quality people is evident in the level of qualification typically held by our attorneys. From inside Withers & Rogers we are encouraged by lateral hires who are attracted by our different and hugely positive culture. Clients tell us they appreciate our ability to help manage their IP in a strategic context and in a way that other firms do not offer. Having a base in Munich allows us to further improve our services for our international clients across Europe as well as being in the heart of an area renowned for advanced technologies, publishing,

culture, innovation, education and business. All of which demand quality IP services. Withers & Rogers works closely within a collaborative agreement with Munich-based intellectual property firm, Fleuchaus & Gallo which is beneficial to both parties concerned and especially in offering our clients greater control of client work across Europe as the perceived trend towards more direct national patent applications in Europe is expected to continue. As well as being strategically well situated in Europe when the Unified Patent Court is up and running next year. Unified Patent Court The Unitary Patent (UP) and the Unified Patent Court (UPC) represent a great opportunity for doing business in Europe and provide a cost effective option to national and global businesses alike. Whilst many organisations will still want to use the national patent filing route, the UP and UPC will offer our clients more choice and greater simplicity. Although the relevant legislation has yet to be ratified, it is now time for patent applicants to begin planning for the new system. We expect that some of our competitors might struggle to adapt to the changes but more advanced IP firms will embrace the change and see the UPC as part of their global strategy. Withers & Rogers welcomes the change and we are already in consultation with clients about how the UPC will affect the future of their IP portfolios and the broader aspects of strategy related IP. Staying at the forefront Knowledge sharing is an important part of life at Withers & Rogers, especially across disciplines. Our internal Knowledge Management processes ensure that we have the latest view of the industry and help to keep both attorneys and clients up to date in technical discipline, legal aspects and of course always within a broader commercial context. Withers & Rogers continues to expand and our European market share has blossomed in recent years. Our Munich office continues to grow exponentially and we are keen to hire quality talent to further develop the location.

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Deal of the Year: Bellpenny Acquisition of Trustee Asset Management DY150017

Deal of the Year: Bellpenny Acquisition of Trustee Asset Management Bellpenny is a national wealth management firm focusing on the provision of advice for both personal and corporate clients. Established in 2012 and backed by US private equity firm Oaktree Capital Management, Bellpenny, in July 2015 had over £3.5 billion funds under management. Having grown by acquisition, Bellpenny has completed 32 transactions since October 2012. Company: Bellpenny Name: Dominic Rose E-Mail: dominic.rose@ bellpenny.com Web: www.bellpenny.com Telephone: 0345 475 7500

Differentiated in the market-place by its unquestionable focus to providing a seamless and high quality on-going service to clients, Bellpenny are keen to stand apart from a one-off transactionary model. Clients are given access to a broad range of services that include Pensions, Trusts, IHT, Investment and Mortgage advice to mention a few, all delivered via local employed financial planners. Bellpenny do not advise clients in areas such as EIS or VCT. The acquisition of the assets of Trustee Asset Management Ltd (TAM) Completed in July 2015, the acquisition of the assets of Trustee Asset Management Ltd (TAM) and its subsidiary Tudor John Financial Services Ltd was dually led by Dominic Rose (Acquisitions Director at Bellpenny) and Bob Bradley (Managing Director of TAM). DWF (Leeds) acted as legal advisers to Bellpenny throughout the deal, all due diligence was completed by Bellpenny’s own specialised internal DD team.

Given the magnitude of the current market and the size of the transaction it is rather symptomatic of the increasing levels of consolidation that there was little impact on the market place as a result of the transaction. Bellpenny remains at the forefront of this consolidation activity. Bellpenny believes that many factors are conducive to a successful deal, the most notable being: • Transparency – i.e. vendors must be absolutely clear on what life will be like post deal and must buy into it before entering into the transaction. Hostile management teams destroy value; • Alignment of interests – deals must be structured so that the objectives of the buyer and the seller are aligned. Structuring the transaction with contingent payments linked to the objectives of the buyer are a key way of making this work; • Effective due diligence – You must know what you are buying and have validated the cost and revenue synergies each deal expects to bring.

In any acquisition, Bellpenny are keen to ensure that all transferring staff and clients are an aligned fit for the future of the company. In this instance, however, it became clear that 50% of the client facing/sales individuals were going to be better suited to their own separate company rather than the Bellpenny environment. It was agreed that these individuals would leave with their clients in order for them to form a new company outside of the Bellpenny deal. There was significant work pre-completion by both the Bellpenny and TAM teams to split the assets of the company and to restructure the shareholdings.

Bellpenny will continue to look to acquire businesses that fit their model and in the case of this transaction the sellers have settled into life well and are on track to deliver the forecasts on which the deal was based.

The success of the deal has therefore partly been attributable to the fact that Bellpenny understand that business and acquisition value can be damaged when not all staff are engaged. Rather than transfer individuals in the short term, it was amicably agreed to facilitate the divide and there remains a good relationship between all parties as a result of the upfront and fair approach taken.

Although in the short term this provides an element of pain for the sector due to some firms struggling with the shift to fees from commission; it is fundamentally a positive step for clients.

Major challenges for the industry The wealth management / financial planning sector is a cottage industry, currently driven by the on-going regulatory changes. The introduction of the sunset clause and therefore removal of commission on products sold as a result of advice given, continues to have a major impact.

As regulatory costs escalate, larger firms are increasingly looking at vertically integrated models in order to generate returns from advising clients on their investments. This comes from either platform ownership (on which investments sit and clients pay a % of the asset fee) or from the discretionary fund management side.

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SuperDerivatives is the global leader in cloud based market data, derivatives trading technology and analytics. The company has renowned expertise across all asset classes and has pioneered multi-asset product structuring and pretrade analysis systems to support the world’s derivatives traders. The market has voted SuperDerivatives the “Best Derivatives Data Provider” for the last three years.

Name: David Gershon E-Mail: D.Gershon@ superderivatives.com Web: www.superderivatives.com Address: 5th Floor Milton Gate, 60 Chiswell Street, London EC1Y 4SA Telephone: +44 (0) 20 7488 5100

Since the day its Latin root was first coined, the word “super” has always meant the same thing. Above. Beyond. Better. Including Super in the company’s name was their deliberate choice. To say to their prospects, their industry and themselves that SuperDerivatives wasn’t just another resource, but an extraordinary one. Super sets a bar they have to live up to every day, and establishes an expectation in the eyes of their clients that they will receive from the firm the absolute highest level of solutions and services, so they can make consistently smarter and better decisions. Super means smartest, fastest and best. It isn’t just a word to SuperDerivatives, it’s the way they do business. History Founded in 2000, SuperDerivatives has repeatedly brought technology and services to the market that have been ground breaking and revolutionary. It was the first company to deliver professional financial systems entirely over the internet. SuperDerivatives proprietary analytics and market data had the firm widely recognised as the benchmark for option pricing; this work in OTC market transparency led many industry observers to comment on the contribution SuperDerivatives has made to the growth in derivatives volume. In 2004 the company established a market data division publishing implied data from the OTC markets utilising its expertise in market observations and analytics to provide clean, smooth volatility surfaces based on market activity. This was followed by an independent valuation service capable of pricing anything in the markets. Advances in risk analysis and pre-trade tools culminated in 2010 with the launch of the world’s most advanced cross-asset derivatives pricing, structuring and pre-trade analysis system, SDX. This multi-award winning system included specific modules for traders, sales people and structurers and became the corner stone for specialist modules for corporate treasurers, middle office analysts and risk managers. In 2011 SuperDerivatives launched the world’s first anonymous, multi-bank trading system for FX options in partnership with FXCM Pro and this was followed in 2012 by the launch of a market data platform, DGX, that is beginning to transform the way the markets view, access and manage news, chat, cash and derivatives data Market Data SuperDerivatives has, for some time, been recognised as the leader in the derivatives market data, and now aims to become the leader in all aspects of market data. DGX, has already been recognised as the most innovative, technologically advanced market data platform in the world.

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Trading Technology & Analytics SuperDerivatives provides derivatives pricing, pretrade analysis, corporate exposure and compliance management, valuation systems and state of the art cloud based full function front office risk management systems. Valuation Services Independent valuation of any traded market risk position regardless of its complexity. All backed by innovative technology to support the workflow of valuation departments. The Cloud SuperDerivatives has been delivering cloud services since its inception, before anyone coined the term ‘the cloud’. Everything they do has been designed from the outset to operate over the internet. The company is a regular early adopter of the very latest browser, server management and database technology to deliver optimal performance at the best possible price points. SuperDerivatives’ board of directors combines financial expertise with technological innovation to guide the company’s strategic direction, drawing from backgrounds in banking, corporate treasury, options trading, hedge funds and venture capital. Their educated interpretation of the financial markets identifies opportunities to increase the profitability of customers’ derivatives business. Dr. David Gershon Dr. David Gershon is Chairman and Chief Executive Officer, indeed he founded SuperDerivatives in 2000 with the aim of introducing transparency to the world of options. Since then, the company has expanded rapidly to have a strong global presence and is today recognised as the benchmark for option pricing and a market leader in derivatives technology including front end platforms, risk management systems, revaluation services and online execution utilities. Dr. Gershon’s vision to bring transparency to the world of options has materialised with a significant part of derivatives professionals all over the world utilise SuperDerivatives platforms for their day to day activities. Furthermore, many industry observers credit SuperDerivatives for the sizeable growth in the number of options users over the past couple of years and the dramatic increase in liquidity. Prior to starting SuperDerivatives, Dr. Gershon was Global Head of FX Exotic Options for Barclays Capital, based in the bank’s London headquarters. Earlier in his career he had traded at BZW New York (later to become Barclays Capital), covering emerging markets during their most volatile periods, and at Deutsche Bank in New York. Gershon’s career on Wall Street began in 1994 in NationsBank’s mortgage department.


CEO of the Year, New York

Dr. Gershon has a Ph.D. in theoretical physics (Superstring theory), an MBA and an M.Sc. in Finance. The combination of his academic background and rich market experience has proved fundamental in the development of the patented SuperDerivatives benchmark pricing model for options, which uniquely provides an accurate reflection of the bid and offer prices of options in the inter-bank market in all asset classes. Foreign Exchange overview • FX Services SuperDerivatives supports the FX derivative market with platforms tailored for trading, sales and risk management, as well as offering an electronic FX Option trading facility. They are also the global leader in OTC FX market data and independent valuations and they cover all traded currency pairs with deep, rich market data and cutting edge functionality. • Trading products The leader in the FX derivative market, SuperDerivatives pricing capabilities on a vast range of instruments and structures across the entire spectrum of currency pairs are recognised as second to none. They have also recently introduced enhanced risk management functionality and launched DCX in partnership with FXCM. • Incomparable pricing analytics With its continuously calibrated pricing models and award winning market data, SDX is the most accurate market price generator for every option type, currency pair or strike level being computed. Bid-ask prices for options truly reflect the inter-bank broker market. SDX includes all popular market models in addition to the SuperDerivatives model. • Structuring tools SDX provides an easy to use tool to create bespoke structures from combinations and strips of instruments, linking their parameters with formulas, customising fields and then locking down the structure for repeated use.

• Independent valuations The firm are trusted throughout the industry for their model and data independent valuations of derivatives, and their ability to process everything in the equity derivatives market from vanilla to extremely complex structured transactions. Commodities and Energy services overview SuperDerivatives provides trading banks, hedge funds, producers, suppliers, FCMs, introducing brokers, CTAs and end users with a configurable front and middle office platform across multiple commodities. Their vast array of instruments, asset coverage, real time and award winning OTC market data and fast and compliant valuation services offers their clients a truly superior set of tools and services. • Trading products Clearer vision and advanced pricing. SDX provides the most comprehensive array of assets and instruments for accurate valuation and validation. SDX deal capture, reports, MTM, proprietary valuation models, and embedded independent market data help you better view, structure, analyse and price complex trades across multiple commodities on one platform. • Fast, adaptable and cost effective. The growing complexity and regulatory requirements of the energy and commodity markets has led to an increasing number of instruments and trading changes, creating a subsequent need for more transparent and efficient ways to manage them. SDX, at the cutting edge of product innovation, is committed to quickly capturing any new market structures, assets, or compliance needs. Their SaaS delivery model further ensures that technology costs are kept low and that upgrades are easily implemented. • Keeping it all together. They know that you need to manage a vast range of unique commodity and energy risks. SDX trade

and risk views are designed to consolidate all of your commodity derivative and underlying risk trades across all commodity and energy asset classes in one place, making your trade and risk management easier and more efficient. • Market data SuperDerivatives 24-hour global data management unit goes above and beyond to provide the most accurate independent data and analysis. Their award winning data is sourced from premium data providers including global and local commodity and energy brokers, market makers and exchanges. SDX data includes forward curves, volatility surfaces, and correlation term structures from the oil, natural gas, power, coal, refined petroleum, emissions, base and precious metals, agricultural softs/grains, livestock, freight, pulp and paper markets. SDX data is then subjected to unique and proven analytics and continuously calibrated against actual trades to ensure true reflection of the market. This generates smooth, continuous and arbitrage free forwards and volatilities for any tenors and strikes that banks, hedge funds, commodity producers and consumers use to validate their portfolios. • Clarity in OTC markets. Their commodity & energy market data covers rate curves for every exchange and OTC traded commodity; implied volatility surface data for vanilla to very exotic instruments on a duration time from O/N to 10 years; Tenors from 1day to 10 years on all OTC and exchange expiries. • Independent valuations SuperDerivatives offers the most comprehensive and independent valuation service for energy and commodities, operated by its very own dedicated quantitative analysis team. Processing everything from vanilla swaps to extremely complex structures, they provide their valuation clients the ability to investigate the component factors used to derive the value of the trade.

• DCX, trade execution directly from the platform DCX is the only FX Option trading platform to comply with the expected SEF rules as a result of its ability to seek prices from multiple sources simultaneously. All SDX financial customers can add the DCX module at no extra charge as it plugs seamlessly into the system, making it the most complete front office trading platform available. Once you have opened your account you will be able to request real tradable prices from the market and place your own bids and offers, all executable at a single click with no brokerage. With the DCX extension you will be able to reach and trade with a great range of counterparties, all cleared through a central account. • Market data Their FX market data is subject to a robust analytical process which runs 24 hours a day in order to cover the entire currency pair universe. The team emulates the processes followed by trading desks when constructing curves and surfaces. • Clarity in OTC markets Every traded CCY pair, implied volatility surfaces for every traded CCY pair, 1 delta puts to 1 delta calls, tenors: 1 day to 30 years (5 years for non-liquids), implied and historical correlations: up to 15 years of history. Acquisition International - February 2016 51


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Company: Dubai Investments PJSC E-Mail: info@dubaiinvestments.com Web Address: www.dubaiinvestments.com Address: P.O. Box 28171, Dubai UAE Telephone: +971 4 8122400

Deal of the Year: Dubai Investments Completes Acquisition in Al Mal Capital Dubai Investments PJSC is a leading investment company listed on the Dubai Financial Market with over 19,800 shareholders and a paid-up capital of AED 4 billion. Incorporated in 1995, the company has grown exponentially with investments in businesses across key sectors, ranging from investments, processing industries, mergers & acquisitions to real estate management, in the UAE and around the Middle East.

Since its inception, Dubai Investments has challenged the norms and introduced cutting-edge technologies, pioneering business models, unique investment strategies and innovative concepts. Dubai Investments currently has around 40 subsidiaries & joint ventures under its portfolio, and continues to seek new investment opportunities in new sectors, locally and internationally, as part of its strategic expansion plans to become a global conglomerate.

steadily towards becoming the leading investment company in the Middle East.

Vision Dubai Investments’ vision is to provide the best quality by delivering superior management performance and top-of-the-line services to its investors. An integral part of this vision is delivering superior returns to the shareholders, consistent with the company’s pre-defined risk profile and comparable to other bestin-class corporations.

Established in 2005, Al Mal is a diversified investment institution, licensed and regulated by Central Bank of the United Arab Emirates and headquartered in Dubai with a wide range of investment products across its business lines of investment banking, brokerage and asset management.

The company strives to increase the value of the business while maintaining high ethical values and a commitment to the development of society through integrity and fair business practices. Mission Dubai Investments mission is aimed at adding value and expanding the investment portfolio through sound corporate citizenship, financial engineering, network of relationships and financial resources. Investment philosophy Dubai Investments’ philosophy is distinguished by a commitment to integrity, responsibility, performance and innovation. The company’s decisions and practices are founded on proficient analysis from both regional and global perspectives and maintaining a consistent-yet-dynamic investment style based on a well-defined and structured process. Through prudent use of capital, professional management skills, and a rigorous investment strategy that meets the needs of the clients in establishing, acquiring or forming joint venture companies throughout the region, Dubai Investments is moving 52 Acquisition International - February 2016

Al Mal Acquisition In June 2015, Dubai Investments completed the acquisition of 59.66% stake in Al Mal Capital PSC, which when allied to the 1.20% stake earlier held by the Company, equated to an overall shareholding of 60.86%.

Strategic move The acquisition paved the way for Dubai Investments to foray into the financial services sector and added a strategic element to its diversified investment base. The acquisition provided Dubai Investments the opportunity to explore fresh avenues and expand its geographical footprint whilst also giving it the opportunity to significantly strengthen its assets under management. Khalid Bin Kalban, Managing Director and CEO of Dubai Investments and Chairman of Al Mal, said: “Dubai Investments is well positioned to capitalize on Al Mal’s operational expertise and disciplined approach to risk management. Al Mal’s expertise in asset management, mergers and acquisitions, public and private placements coupled with its brokerage services enhance Dubai Investments’ in-house capabilities in managing its investment activities while at the same time providing a steady pipeline of deal flow to Al Mal.” “Dubai Investments has been eyeing an entry into the financial services sector for some time and the integration of Al Mal into the Dubai Investments group gives the company the edge towards delivering even more value to its stakeholders,” added Mr Kalban.


Deal of the Year: Dubai Investments Completes Acquisition in Al Mal Capital

Dubai Investments’ acquisition of Al Mal Capital and foray into the financial services sphere came close on strong, long-term growth indicators in the sector, driven by diversifying economies, investment opportunities and favourable regulations across the Gulf and Middle East, which are expected to attract capital inflow into the region.

Dubai Investments plays its part in sustainable development – be it the environmental initiatives or its social and community programs aimed at creating a real impact for a better tomorrow. For Dubai Investments, CSR represents a crucial element that underlies both the company’s growth strategy as also its day-to-day operations.

Responsible Role Over the last 20 years, Dubai Investments has progressively built an extensive network of stakeholders in the business and investment communities as well as the society, developing long-term relationships to forge strong bonds with key sectors of business and industry as well as surrounding communities.

The company’s vision, values, capacity and enthusiasm to achieve and make a difference have reflected in its solid performance. By sustaining this momentum, Dubai Investments is set for even greater heights in the years to come.

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Immigration Desk is a leading authority in the United States for businesses, individuals and families that require expeditious and accurate immgration services. Founding attorney Anu Gupta has filed thousands of visa and green card petitions in the past 20 years, advising more than 10,000 individuals, entrepreneurs and corporate employers on immigration matters. She is a member of Who’s Who International, which lists the top 500 attorneys worldwide and the top 100 attorneys in the United States. Immigration Desk consults with businesses of all sizes in the industries of hi-tech, professional services, health care, higher education and restaurants. We also provide expertise to high-net -worth individuals, investors, entrepreneurs and individuals sponsoring families or filing for waivers.

info@immigrationdesk.com

www.immigrationdesk.com

1602JC69


CEO of the Month 1512CG10

Company Fusion Limited specialises in providing flexible solutions through permanent and contract assignments, managed services and a variety of integrated, innovative services. Working at the helm of this company is Mike Edwards, and we spoke to him to find out more about their company and how their head-hunting services allows them to find ‘needles in haystacks’.

At our firm, we work closely with our clients to help develop coherent solutions and to provide them with outsourced skills that will allow them to concentrate on their core business. As you know, every company continually needs to re-organise or re-structure to meet the ever changing economic climate and we can help you do this to ensure you maximise the benefits to your business.

Name: Mike Edwards Company: Company Fusion E-Mail: mike@companyfusion.com Address: Third Floor, Tring House 77-81 High Street Tring, Hertfordshire HP23 4AB Tel: +44 (0)207 993 3368 Fax: +44 (0)144 289 0358

Our mission at Company Fusion is to be the leading UK recruitment/head hunting company of choice for jobseekers and employers. As a result, we are committed to delivering the highest quality recruitment services and jobseeker tools in the marketplace. In order to achieve this, we specialise in providing flexible solutions through permanent and contract assignments, managed services and a variety of integrated, innovative services. More specifically, we proactively head hunt high calibre individuals for everything from specialist, middle and senior management roles to board level. The areas where we predominantly work in include the UK, Europe and the USA, and our clients range from start-ups and SMEs to global corporations spanning across all business disciplines in high valued sectors. Although we do not disclose who we have previously head hunted for in the past, our company has been around for some 20 plus years and have recruited for most of the top listed companies in the UK, Europe and the USA.

Furthermore, a high percentage of clients choose to use our Executive Search Services for their day to day recruitment needs. This service is ideal if you are looking to expand your business with highly skilled candidates to fill positions under the £50,000 bracket. This level of targeting is not usually available through traditional recruitment methods. With a Company Fusion Executive Search, not only do you get a personal consultant available 24 hours a day, you also have a full team of research analysts and an advertising expert working as a team to ensure that you receive the highest quality candidates available. However, we thrive and excel on Head Hunting £100,000+ positions. Likewise, our Temporary Staffing and Contracting Service provides a complete end-to-end solution by becoming the employer for temporary employees within your company. With Company Fusion, you have access to qualified, talented professionals from any and every discipline, representing every skill set, no matter how obscure or scarce your position is. We will also provide you with the highest calibre of candidate(s) when you need them in order for you to maintain your competitive advantage, even through skills shortages. We believe we stand out from our competitors because we do what recruiters can’t do in total confidence and we are 100% successful. We understand organisations don’t want their productivity disrupted, and we have a reputation for “finding needles in haystacks”. As such, we have a solid track record of success even with the most difficult assignment briefs. If you are realistic, and the person is out there, we will find them. For our process, we ask our clients to think of the position you want to fill and then think of your competitors. These are the candidates we attract who ultimately you want to take business from, and although that may come across as a bit ruthless, this is simply how business works. As CEO, I am primarily responsible for our Business Development & Operational activities, which includes the origination of search assignments, identification and recruiting of high calibre candidates. I am also heavily involved in driving all phases of the search process, ranging from the initial research right through to the placement of the successful candidate. Moreover, this also includes implementing recruitment process outsourcing (RPO) models focused on building organisational capacity and maximising volume staff increases. We have recruited in a diverse range of roles, including completed search engagements for graduates, accountants, administrators, financial Advisors and many more. Other sectors we have been successful include construction, finance, gaming, advertising and technology. Regardless of the sector, our market specific experts can assist clients in finding the right person for the role. Acquisition International - February 2016 55


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Company: Kepner-Tregoe, Inc. Name: William B. Baldwin E-Mail: bbaldwin@ kepner-tregoe.com Web: www.kepner-tregoe.com Address: 116 Village Blvd., Suite 300, Princeton, NJ 08540 Telephone: 609-252-2558

Kepner-Tregoe, Inc. (KT or the Company) is a world renowned multinational management consulting and capability development company. Founded in 1958, the Company is a leader in helping organizations improve and leverage the critical thinking skills of their people to drive operational improvement. We spoke to William B. Baldwin, CFO of KT, to learn more about the financial aspects of their company and how they have adapted to the many challenges faced by their business.

Kepner-Tregoe’s core business is bringing critical thinking capability to organizations through either training or consulting. For this process, their consulting projects involve applying their own expertise to resolve difficult client issues and to deliver specific agreed upon results. “We are much more than just a training company— we are a capability development company,” says Baldwin. “Our extensive experience tells us that training is one part of this development. But first we must seek to understand what problem they are trying to solve and provide a complete solution for that problem. Our competitive advantage comes from the fact that critical thinking matters and can deliver significantly improved results to organizations that employ it well. We strongly believe that no other organization does critical thinking capability development better than Kepner-Tregoe.” As CFO of Kepner-Tregoe, Baldwin manages the company’s finance, legal, IT and certain aspects of the HR functions. He is also a member of the company’s Board of Directors and Global Leadership Team. “My responsibilities include financial planning and reporting, banking, financing, tax strategy and much more,” says Baldwin. “Over the summer, I had the opportunity to manage our operation in Japan on an interim basis which was a great experience from a business and cultural point of view.” Over the past few years, Kepner-Tregoe has made many major investments. These include geographic expansion into China, Western Australia and Western Canada, as well as investments in consulting resources—primarily in hiring and capability development, product development, and IT systems and infrastructure implementation. “When choosing where to invest, each of our decisions involve elements that must be considered, evaluated and incorporated into our strategic and financial planning. At the same, we also have to balance these investments with the overall financial and operations management of the company.” In addition to these investments, Baldwin has also helped Kepner-Tregoe provide deeper opportunities for KT employees. This includes the implementation of a new ownership model through the introduction of a restricted stock plan. According to Baldwin, this “has expanded the number of employee shareholders from 15 to 50 over a three-year period and refinanced the company’s bank facilities, which ensures capital availability, when needed, at an effective cost. I have also continued to develop and modify our employee incentive plans to balance employee performance and company growth.”

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Across the board, KT employees are extremely passionate about the impact their proven processes have had on supporting organizations over nearly six decades, particularly KT’s flagship problem solving and decision making methodology. “We are immensely proud of our processes and the benefits that it brings to our clients,” says Baldwin. “Believe it or not, it was actually KT’s methodology on problem solving that allowed NASA to save the astronauts from Apollo 13. It is a story that everyone in our company loves to tell because it illustrates the type of impact KT processes can have when executed well.” In order to ensure that their high standards of service are maintained, KT implemented a set of Basic Beliefs that guide the organization. It is this set of Basic Beliefs that provide the framework for KT’s employee recognition, awarding those who go above and beyond. “Unlike many other professional service firms, KT has an extraordinary retention rate,” explains Baldwin. “I believe this is a testament to the passion our employees have for our products, the value we deliver to clients and the culture we have built over the years.” Throughout the years, there have been many significant changes in the company’s operations, some of which have been internally driven through changes in strategy, structure and leadership. Other changes have been externally driven, particularly the financial crisis in 2008 and 2009. “The Global Financial crisis dramatically affected our business,” says Baldwin. “So much so that our revenues declined by 32 percent between Q4 2008 and Q1 2009. However, we reacted very quickly through a number of cost containment actions. They say ‘never let a crisis go to waste’ and we fully embraced this crisis to create many positives that remain in place today. This includes our variable compensation and workforce models, quarterly incentive plans and more effective utilization of our consulting resources. Today, we remain very diligent as to how we manage our cost structure and measure what investments we choose to make in the business.” According to Baldwin, the crisis also reinforced the importance of maintaining a strong balance sheet and building cash reserves to ensure the financial stability of the business. “It’s not a question of if another financial crisis will occur but when,” Baldwin explains. “So it’s important to ensure that your organization is prepared, and we set cash reserve goals and continue to work towards achieving those goals as well as minimizing debt for operating cash flow purposes. In fact, we have been debt free for operating cash flow purposes for the last five consecutive years.”


CFO of the Month

Working within in a highly competitive consulting and training landscape, Kepner-Tregoe understands it must stay nimble to continuously improve its approach as well. That is why Baldwin views change as something that is positive and will only serve to improve their overall services. “While people and organizations are generally resistant to change, or slow to adopt to change, I have learned that change is a necessity and can be very positive if the changes are clearly communicated, well implemented and supported by leadership across the company. Organizations and their people, particularly in today’s business and economic climates, must be quick to understand the need for change, identify what changes are required and to implement those changes in a rational manner enabling individuals and organizations to grow and thrive.” It is this level of responsiveness that has enabled Kepner-Tregoe to weather a dynamically changing world over nearly 60 years in business. Baldwin believes the consulting arm of the business has been particularly adept at helping the company identify, and solve, critical issues. “Our consultants are in the trenches helping clients resolve business issues that are affecting them today or will affect them in the near future. Communication between our global resources, as well as with our marketing and products group in Princeton, help keep us at the forefront these emerging business issues. “ Extending this effort, KT’s North America operations team is also forming a Customer Advisory Group. This group will consist of various clients they will work

with to develop new products and services that meet today’s business needs. Alongside these measures, they also attend and present at various industry conferences throughout the world, sharing best practices and client successes. With the world becoming more globalized, Baldwin believes that social media has also become instrumental in achieving success. “Through social media platforms such as LinkedIn, we are in constant communication with user groups, industry groups and many others discussing and exchanging ideas regarding current business issues impacting a variety of industries. Hosting WebEx events also provides opportunities to discuss current business issues.” A key testament to KT’s financial success is that their North America business unit has increased its revenue by 36 percent over last year. According to Baldwin, this growth is the result of a number of factors. Among these include greater involvement by senior leadership in business development, increased sales results from recently hired client relationship managers, greater account penetration with current clients, more effective lead generation activities and growth in certain industry segments, particularly in operational and service excellence. “Alongside these measures, our operating profit has significantly improved as a result of several changes implemented over the past few years,” says Baldwin. “These include having a more variable compensation structure and work force, improved utilization of our consultants within their regions

as well as across the company through a ‘global resource pool’ and a quarterly incentive system that rewards operating profit performance of our regions and the total company. Finally, the realization of the investments we have made in new hires and capability development of our consulting resources has added value to the projects and results we deliver our clients.” Looking to the future, Baldwin remains optimistic that Kepner-Tregoe will continue to grow and is fully prepared to embrace any changes that come along the way. “Each year we challenge ourselves as we develop our strategic, operational and financial plans for the next three-year period. We look beyond growth in revenue, profitability and shareholder value each year to other goals and objectives. We want to continue to deliver sustainable, measurable results to our clients through our processes and help our clients build capability in our processes. “In order to achieve this, we need to evaluate our resources, our markets and our products. We also need to ask ourselves who are we looking to hire, what capability development we provide, what product and service innovation we invest in, what markets are growing and what are emerging client needs. In evaluating these questions, it challenges us to ensure we continue to deliver results to our clients, continue to grow revenue, profitability and shareholder value and build an organization with highly capable, valued and engaged employees.”

f11photo / Shutterstock.com Acquisition International - February 2016 57


1511AC10

Company: FINCA Name: Rupert Scofield E-Mail: contact@ceo-pr.com Web: www.ceo-pr.com Address: 2 Mountview Court, 310 Friern Barnet Lane, Whetstone, London, N20 0YZ Telephone: +44 845 388 8875

An Introduction to Microfinancing FINCA is a leading international microfinance organization that provides financial services to the world’s lowest-income entrepreneurs. We caught up with Rupert Scofield, global co-CEO and President of FINCA, to find out about how their work is allowing entrepreneurs in Pakistan to grow and prosper.

Pakistan is just one of the many developing countries in which FINCA operates. We put a lot of effort into customer service and going to where our clients are. We were recently in Southern Punjab, where to reach customers in rural locations we use mobile bank vehicles. These allows us to make disbursements by connecting to the main branch through the internet. With this system, we can set up new accounts and operate just like a regular bank.

When we first arrived in Pakistan, the bank we took over was facing a number of challenges and needed to be recapitalised. Since then we have grown rapidly throughout the country. We came to Pakistan because it has a population of almost 200 million, but only about 10% of people have access to the financial services they need. This has presented us with a huge opportunity to support a large number of entrepreneurs.

While in Southern Punjab, I met approximately 100 new customers, many of whom were farmers growing rice, wheat and sugar cane. These clients had never had access to loans or other financial resources before. The first loan that day totalled 700 dollars, and was to the owner of a scrap metal shop. With his loan, the owner was planning to buy more stock to expand his business.

We also provide another valuable service in Pakistan: financial education. We distribute booklets which explain how to do accounting for your business and we also provide training on how to avoid getting into debt. Many people, not just in Pakistan but all over the world, get themselves into financial difficulty because they take out too many loans at once – often, sadly, from multiple lenders.

We work with clients who cannot access traditional banks, and even if they could, they would not be granted loans. We make a special effort to go out to a client, rather than making them come to our branch. In some regions, clients do feel reluctant to visit bank branches – it’s an alien environment for them. So we believe that to help these entrepreneurs support themselves, their families and communities, we need to go directly to them, where they live and work.

Over the years, FINCA has grown from offering a small number of loans in a few countries to a global movement. Our success has been primarily due to the fact that we try to meet our clients’ needs and develop our relationships with them in the same way that commercial banks do with their own clients.

In terms of the process, the person who wants to take out a loan simply brings their personal ID. As a bank, identification is obviously very important to us. So we check their IDs, have a simple application form, and then when we disburse the money, have them sign for it and then they simply go back to their business and start putting that money to work. As well as the mobile bank, we provide other options such as the enormous network of what we call ‘agents’. These agents, usually based in local convenience stores in the DR Congo, will disburse the money and then send us an SMS once the procedure has been completed. It’s a pretty innovative system at FINCA and we have grown our loan book to almost 100,000 customers through agent banking.

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Furthermore, we provide a diverse range of services which have allowed our clients to be more productive and to grow their business. In a lot of developing countries, people can’t find jobs in businesses or working in the public sector or for the government. People have to work for themselves and try and build businesses themselves. At the same time, there are lots of problems in the management of the public sector, but that’s slowly changing now as most countries have realised that inefficiency in this area can be a huge drain on the public treasury. Sadly, corruption plays a part in many developing countries but, thankfully, governments are also beginning to realise that it’s the people who ultimately suffer – and so does the economy. In 10 years’ time I know that some of the people I met in Southern Punjab will have built wonderful businesses, paid for their children’s schooling and be employing other people in their town. It only takes one small loan to transform not only that person’s life, but the lives of everyone around them.


Microfinancing

Acquisition International - February 2016 59


The Role of Microfinance in Developing Countries 1602WO01

Five Talents Uganda Ltd Company: Five Talents Uganda Ltd Name: Rev. Jonathan Byamugisha E-Mail: jbyamugisha3@yahoo.com Telephone: +256 772 574 598 + 256 702 564 927

360b / Shutterstock.com

Five Talents Uganda Ltd is a Christian microenterprise development Institution that gives financial and non- financial services to the active poor people in Uganda. It offers small loans and trains people in business and financial management skills to empower them in economic development.

Microfinance came in as an intervention against fighting poverty specifically to low income earners who could not access financial services due to the bottlenecks at the time. However since the micro-credit summit in 1997, a number of active poor people have been reached. This has led to employment, improved standards of living, access to education, health and general wellbeing of the poor people. The challenge continues to be limited capital to enable microfinance institutions to support more than they have reached. I participate in training staff and clients in order to equip them with the necessary knowledge and skills that will help them in the implementation of the company policies and procedures and in the operating and managing of finances and businesses. My company delivers financial services, facilitates staff in their work and supervises and monitors the work done. Using the top- bottom approach that was applied by developed countries and international donor agencies to transfer funds to third world countries failed. However microfinance emphasizes bottomtop approach due to the participation of intended beneficiaries of development projects in the process of designing formulation and implementation of projects.

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The industry is on an improving trend and continues to serve several Ugandans, registering several successes such as economic empowerment, provision of capital for the growth of businesses and business training and skills empowerment. In terms of the challenges the industry is currently facing the default rate from un trustworthy customers, the culture of people where FTU operates and the regulation of most microfinance Institutions is still weak. We have changed poor people’s live positively where now especially women do not depend on men for livelihood, school fees for children, shelter, clothes, and food both men and women jointly provide. Where family members are not in agreement women have always taken the responsibility for the family needs. In Africa there is a saying that when you educate a man, you educate one person but when you educate a woman then you educate the nation. This has been confirmed as a true saying through implementing policies and procedure of Five Talents Uganda where we serve both men and women. If the microfinance industry can be sustained then poor people in the developing countries will both change and develop. The future of the Industry is bright due to the liberalization of the economy that allowed several stakeholders to take part in the industry.


The Role of Microfinance in Developing Countries 1602WO49

Microfin Plus is a Financial Non-Governmental Organization (FNGO) registered in Ghana to develop, implement and promote innovative financial services to the poor whereas establishing and maintaining relationships with other NGOs. Company: Microfin Plus Ghana Ltd Name: Ishmael Kwesi Otchere E-Mail: info@microfinplusghana.org Web Address: http://microfinplusghana.org/ Telephone: + 233 302 862707

Microfin Plus, as an NGO, aims to develop, implement and promote innovative financial services to the poor whereas establishing and maintaining relationships with other NGOs, Microfinance Institutions (MFIs) and relevant agencies of state to provide customized and sustainable services to the poor. The firm also seeks to provide capacity building to MFIs and the poor in addition to the mobilisation of funds for lending to the productive poor with women and the youth being the core targets. The operations of Microfin Plus are mainly based in the rural and peri urban communities where specialised pro-poor financial services are rendered to its clients. The firm’s vision is to become the leading provider of Microfinance Services in Ghana to improve livelihood of the poor with special focus on women. The firm’s mission is to: • Provide Financial and Non-Financial literacy to the rural poor to enable them access credit from the financial institutions; • Building the capacity of microfinance/rural bank institutions to enable them provide effective and sustainable financial services to the poor; • Promote economic and social transformation of individual households and communities at large; • Increase the self-esteem and empowerment of the poor; • Develop local leadership based on community, solidarity, and self-esteem; • Foster local community initiatives and services;

Felix Lipov / Shutterstock.com

• •

Assist the poor in strengthening and developing sustainable businesses; Design and offer microfinance products to the poor.

Governance Structure Microfin Plus Ghana is governed by a seven strong member Board of Directors (BOD) with diverse experience and educational background spanning Banking, Rural Financial Services and Education, Financial Literacy, Consultancy, Health Services, Pension and Social Security. Executive Director Ishmael Kwesi Otchere has 18 years’ experience in the commercial Banking and 7 Years in rural banking. Mhope savings and loans The product provides financial and non-financial services. The financial services include savings and provision of micro loans facilities to the productive poor in the rural communities who have been excluded from the financial market. The nonfinancial services include relevant basic education in health, breastfeeding, family planning, business management and so on. The product is offered using Village Banking Methodology through group-based model and its focuses mainly on women. Case study – Silas Okuntu Silas Okuntu is 50 years of age and a farmer (from Kwame Kwei) with 4 acres of farm land. He produces yam, cassava, maize, oil-palm and coconut. He joined the VSLA programme due to financial hardships. According to Silas, this particular programme interested him due to its credibility, ease with which credit is accessed and flexibility in its payment procedures. Before he joined the VSLA, he could only cultivate 1 to 1.5 acres per year due to lack of funds for hired labour and other inputs like chemicals for spraying the farm, fertilizers, pesticides and seeds, forcing him to give his 1-acre coconut farm on lease for an amount less than it worth. He used to be in very financially broke and needy especially at the end of the year making it difficult to provide basic needs of his children and entire family. According to him, after joining the programme he has been able to get back his coconut farm and is also cultivating on all 4 acres of his land (with intentions of acquiring more land) and is harvesting more yields. In last year (2010) he received a loan of GH¢300.00 from his VSLA Group and paid all promptly. Additionally, he also made a contribution of GH¢190.00 from his saving (profit of 30 Gp on every GH¢1.00 investment increased by 30%) all enabling him expand his farming business. At the end of last year, he had enough to provide for his family the Christmas festivities (new clothes, shoes, foods) as well as educational materials like books and uniforms for children. Silas also used part of this money to receive medical care after fatal motor accident.

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Name: Ghassan Khoury, Managing Partner E-Mail: EMEA, Gallup Web Address: www.gallup.com

Mergers and Acquisitions The financial sector, whilst advising on mergers and acquisitions, is equally attractive to investors – especially in the face of low interest rates, excess liquidity and cheap capital.

In the UK last year, Aviva paid £5.6bn to take over Friends Life, while several underwriters in the Lloyd’s of London market have been swallowed up by global companies. And in fintech, a particularly attractive segment of the market, deals were up 14% in 2015 according to a report issued by Berkery Noyes.

It’s a natural instinct for business leaders to look forwards, and focus on where the next revenue stream is coming from. Yet, this historical way of growth can create a false sense of security within B2B companies, as many are using this approach to grow businesses without focusing on engagement.

From a study of senior executives by the Financial Times Group last year, almost half of respondents said they made their last major acquisition because they were attracted to the target’s existing market position and customer base.

Unless a client experiences a particular problem, they are unlikely to voice concerns, so the onus is therefore on the FS supplier to find out exactly how the customer feels about their relationship and how it can be improved. Any problem-areas can then be identified as soon as they arise, rather than when the customer becomes disengaged and threatens to take their business elsewhere.

Although the approach provides access to different client contracts, or widens the financial services in their portfolio, there will be a time when companies need to assess how it is impacting their client relationships beyond any short-term gain, especially in the face of a sector being disrupted by new entrants providing a more customer-centric approach to finance and wealth management. Companies therefore need to start placing an emphasis on customer strategy from a B2B perspective. Put quite simply, if a client’s requirements are not properly met, no matter what their market capitalisation, they will soon assess their debt and financing requirements inside a market that still has a strong growth of unsecured lending (9% p.a. in the UK) or review their outsourced financial services such as insurance. This means businesses must ensure they are not simply focused on the short-term delivery of an ‘off-the-shelf’ product or recently acquired service but instead, are putting the customer at the centre of their growth strategy by creating bespoke solutions that are fit-for-purpose and positively impact a client’s ambition. It means engaging clients beyond the service level agreement and discussing how the partnership can collaboratively produce tangible changes in business performance. As it stands, Gallup’s behavioural economics has found that currently 71% of global B2B customers are either indifferent or actively disengaged with a company that they work with. This means that companies could be losing millions of pounds, purely by not maximising the opportunities they have, and building on the work they’re already contracted to do.

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Gallup’s report has revealed that one in five B2B companies have encountered problems with their B2B provider and, of this figure, only 40% of those felt the problem was resolved. It’s therefore key that a customer-centric mind-set is adopted within business leaders in financial services and wealth management to not only secure the current client relationship, which in turn guarantees a base level of revenue, but create trust between the company and the customer. Many companies may avoid this approach to business growth due to an intrinsic mind-set that the more customers there are, the bigger the business is. That’s not necessarily true, particularly in the B2B industry where certain clients may account for a large proportion of business revenue. However, with the right analytics and advice, a tailored customer-centric strategy can be implemented that is based on qualitative customer feedback, improving both client satisfaction and business performance. This can then identify where the low-hanging fruit is, paving the way for further expansion. That’s how businesses of the future will grow and expand into new markets.


Mergers and Acquisitions

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Ones to Watch in 2016 Every year we profile some of the most successful individuals within their specialist area across the globe within our ‘Ones to Watch’ feature. This exciting section features one firm from each region outlining their strategies, philosophy and future plans, providing a tantalising glimpse into some of the best companies in the world.

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Company: Greenaway Scott Limited Name: Nigel Greenaway E-Mail: ngreenaway@ greenawayscott.com Web: www.greenawayscott.com Address: The Maltings, East Tyndall Street, Cardiff CF24 5EZ Telephone: 02920 095500

Greenaway Scott is a specialist firm of business lawyers offering corporate and commercial legal services, typically advising on mergers and acquisitions, business sales, trademarks, franchise arrangements, investments and other financial projects. We specialise in the provision of services to companies in the life science and technology industries and have structured our commercial and IP team to ensure we offer a unique benefit to our specialist clients; each member of the team have “dual qualifications”, each having a science degree in addition to their legal qualifications. Our firm’s overriding philosophy revolves around our speed of response, keeping clients abreast of progress and accessibility as these are all key components of good customer service in the legal industry. Clients want to know that their legal advisor has picked up correspondence, is dealing with the matter and will be available to communicate with whenever necessary. To achieve this we ensure that all of our staff from the administration team to director level are conscious of the importance of regular contact and communication and the impact this has on our relationship with our clients. The success of our focussing on customer service is evidenced when looking at our repeat / retainer client list. We are proud to be “trusted advisors” to the majority of our clients and win regular on going work with them which is something of an anomaly in the

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corporate, transactional area of law that Greenaway Scott works in. Over the next four years we have a number of exciting expansion plans for the firm, and will be looking to open offices along the M4 corridor at locations with thriving scientific and technology “hubs”, starting with Oxford. We will replicate the business model we have used in Cardiff, with specialist corporate and dual qualified commercial teams to maintain the core values of Greenaway Scott and the quality of service we provide. In addition we are looking to acquire small specialist firms with ideals in line with those of our own or that offer a service complementary to the services we offer. For example, we are evaluating the possibility of acquiring a small patent attorney firm with qualified patent attorneys in the life science and technology fields. This would be another differentiating factor for Greenaway Scott as traditionally patent attorneys and law firms are distinct from one and other.


Ones to Watch in 2016 1512CG07

Mathys Schmid Partner are a small boutique firm in the heart of Basel. They provide small and medium sized businesses in the Basel area, including Southern Germany, with professional advice. They have gained a high reputation amongst a demanding Swiss and international clientele for quality, competence and efficiency. In an interview with the firm’s Martin Wepfer, he lifts the lid on what his law firm does, his career background and the positive approach that permeates all Mathys Schmid Partner does.

Company: Mathys Schmid Partner Name: Martin Wepfer E-Mail: martin.wepfer@msp-law.ch Web Address: www.msp-law.ch Address: Rittergasse 12, CH-4051 Basel / Switzerland Telephone: +41 61 270 99 00

How does your firm stand out as the go to practice for prospective clients requiring services from within the field of attorneys and notaries of Basle, Switzerland? Although we are a small law firm, we ensure the adequate availability of staff in all cases. We are flexible and client oriented and we focus on highquality work in everything we do.

Together with a major debt-collection agency we started a project to detect cases of potential abuse of bankruptcy in order to offer creditors of bankrupt companies an efficient way to hold the former directors and managers of bankrupt companies liable for their breaches of duty and for the damages caused by such breaches.

Can you tell us a bit about your team of experienced and dynamic lawyers, what they are licensed to do and what your professional services are marked by? We have a good mix of very experienced lawyers and younger lawyers with various post-graduate degrees. We are licensed to represent clients before all courts of Switzerland. Our professional services are marked by independence, creativity, entrepreneurial thinking and action.

I represented a German princess in various legal proceedings (involving civil law, criminal law, customs law, bankruptcy law etc.) regarding her interest in a Swiss company. The whole story could actually be turned into a film.

Can you give some background on your career in law and what you do now at the company Mathys Schmid Partner on a day to day basis? I studied law at the University of St. Gallen, which is a highly reputed business and law school. Because I also had to pass exams in business administrations and economics in addition to all legal exams, I am also familiar with business issues since my student days. After completing my studies, I moved to a position as assistant in private law at the University of Basel. Following my bar exam in Basel in 1997, I worked in the legal department of PricewaterhouseCoopers in Basel for five years. In 2003, I joined Mathys Schmid Partner and became a full partner in 2008. My focus is the provision of consultancy services in corporate law transactions and restructurings. In addition, I assist clients in the field of (international) contracts, insolvency and debt restructuring law as well as in finance law. Finally, I am also specialised in the area of litigation before state courts and arbitral tribunals mainly in contract law, business law and corporate law matters. Can you give a few examples of your practice areas such as corporate transactions, labour law, construction and real estate as well as asset and estate planning? In 2015, I represented a young couple who had been induced by an aggressive financial advisor to sign an expensive pension plan allowing the financial advisor to charge high provisions and fees. In an out-of-court settlement, we managed that the insurance company cancelled the policy and reimbursed all premiums paid without any deductions.

Some time ago, I assisted a Spanish company in an asset deal regarding the sale of one of the oldest Swiss watch brands and other assets to one of the biggest watch companies worldwide. In several cases, I assisted Swiss companies in negotiations with clients from the EU who tried to lower contractually agreed product prices due to the lifting of the CHF/EUR minimum exchange rate in January 2015. What challenges lie ahead for your company in 2016 in delivering your professional services? We have successfully started to “rejuvenate” our law firm and to look for younger lawyers who share our philosophy and ensure the long-term continuance of our firm. On your website, you state ‘We enjoy what we do’. Please can you expand on this philosophy and explain how this runs through all of what your firm does? We like our jobs and our profession. We are very happy if our advice helps clients to avoid legal problems. If a dispute cannot be avoided, we resolutely and with full commitment defend our client’s position in civil litigation as well as in administrative proceedings. We also work on a voluntary basis for various charitable organisations because we enjoy doing it and also because we firmly believe that such commitment is very important and vital.

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Wallick & Volk is the oldest privately held mortgage company in the United States. We are a family owned and operated mortgage lender. We have one simple mission: to assist members of our community in their efforts to realize the great American dream of home ownership. Our business model has been solid since 1932 and is built upon our knowledge of the mortgage industry and our unwavering commitment to our customers.

Company: Wallick & Volk Mortgage Bankers Name: Michael Groff E-Mail: CEO@WVMB.com Web Address: vision.wvmb.com

As the President and CEO, my main objective is to lead Wallick & Volk into its next phase of transformative growth by leveraging my extensive experience within the mortgage banking industry, capitalizing on the markets competitive landscape and using my wealth of institutional knowledge of Wallick & Volk to propel the company forward. I am creating an elite group of 100 origination teams collectively producing over 3 billion dollars annually. Along with helping families achieve the American dream of home ownership, the teams will adhere to the core principles Wallick & Volk was founded on in 1932…honesty, integrity, hard work and passion. Wallick & Volk was founded on four simple basic values that were created by OD Wallick in 1932: Honesty, integrity, hard work and passion. These values encapsulate the ethics of yesterday and are very much still present in our company today. We go beyond providing mortgages; we provide peace of mind in knowing that each borrower’s individual needs are understood and the options to address those needs will be met. We are dedicated to helping our clients manage their mortgage to maximize its impact on their finances and treat each mortgage as an investment for a lifetime. The industry doesn’t change; it is cyclical so we strive to employ not only the industry’s best talent, but the up and comers, the next generation. We’ve been around for over 80 years and know the way it was done yesterday isn’t the way it is going to be done tomorrow. You always have to remember what got you to where you are today is not what is going to get you there tomorrow. Each person at Wallick & Volk is part of the process of helping our clients own their homes. One employee can’t meet our client’s needs; we must work with other employees to meet our goals. We have two clients at Wallick & Volk: the prospective mortgage holder, and the internal client—the coworker that needs our assistance to complete the dream for our primary clients. Wallick & Volk sees its clients as more than mere numbers of closed mortgages. We see them as our friends, neighbors and family members. We use the same philosophy with our employees. We view our corporate and branch staff as vital parts of our corporate family; in fact, one of our most important assets. Perhaps that’s why we were recently ranked #2 on Mortgage Executive Magazine’s 50 Best companies to work for in America. To ensure our clients are in the safest possible hands each member of the Wallick & Volk team understands that we are mortgage advisors. We educate first, and fund mortgages second. We understand our clients’ dreams, but we also want to teach them the secrets to maximize their long term and short term benefits.

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We teach mortgage management and literacy. We help the client understand the advantages of selecting the best mortgage product to assist them with their financial and investment goals. Mortgage planning is more than finding the right loan—we educate our clients on how their mortgage affects their monthly payment, cash outlay and equity objectives. It is through the process of understanding our clients’ dreams that we create a special opportunity to provide our mortgage advising service. Our mortgage advisors are able to eliminate fear for the first-time home buyer, provide reassurances to a move-up buyer and give peace of mind to a busy professional. We remove the stress associated with unmet expectations and the unknowns involved with purchasing a home. As far as the culture in our company, I believe a leader doesn’t create the culture of a company; a leader creates an opportunity for the culture to be created by the sum of its parts. The people create the culture. By bringing the people together, the culture creates itself. You don’t train people to be happy, you hire happy people and your culture perpetrates. In terms of making ourselves unique, we are the oldest non-back affiliated mortgage company in the United States. We have been doing HUD loans since 1952. We believe bigger is not better. We would rather be something very important to the few rather than something mediocre to the masses. Our plan is to grow our people to increase our volume vs. adding people. We have been focused on enhancing our skills and will continue to do that. We plan on tripling our volume by tripling the skills of our people, not the actual number of people. My vision is positioning Wallick & Volk as the mortgage company of the future. We will always be proud of our history; we have a passion for today’s clients and will do whatever it takes to meet their needs. Corp. NMLS #2973, Equal Housing Lender, not a commitment to lend or extend credit


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WP Thompson is a specialist IP prosecution and litigation firm. Established in 1873, they are proud of their heritage but do not rely upon it. Their ethos is exclusively focused on meeting their clients’ needs and expectations now, and on providing their clients with professional advice and support services which are technically excellent, legally sophisticated and commercially astute.

WP Thompson is a specialist IP prosecution and litigation firm. Established in 1873, they are proud of their heritage but do not rely upon it. Their ethos is exclusively focused on meeting their clients’ needs and expectations now, and on providing their clients with professional advice and support services which are technically excellent, legally sophisticated and commercially astute.

Company: WP Thompson Name: Gill Smaggasgale E-Mail: ghs@wpt.co.uk Web Address: www.wpt.co.uk Address: WP Thompson Telephone: +44 20 7405 4442

They are a European firm with their primary offices in London the financial and legal centre of Europe, Liverpool in the commercial and industrial heartland of the UK, and Munich the seat of the European Patent Office. They have also established an expanding regional presence serving West Surrey, Kent and the Gatwick Diamond regions. Expertise within the firm covers an extensive range of technologies, from electronic engineering and mechanical sciences, through to chemistry and biotechnology. Drafting patent applications and their prosecution is core to their business. However, they also routinely advise on exploitation, enforcement and freedom to operate. Their team additionally includes specialists in trade mark prosecution and enforcement. Litigation specialists also form an integral part of the firm’s professional base. In an interview with the firm’s Gill Smaggasgale, she says they are a mid-sized company, being large enough to have to cover all technologies, and to ensure that there are always people there to look after the needs of the client and cope with the peaks and the troughs that are inevitable in the business while being small enough to be able to offer our clients a personal service”. Gill Smaggasgale explains that the aim is “to understand the clients’ commercial aspirations, drivers and to adjust the strategies that are being proposed accordingly” so it is not a one-size fits all approach.

Their strong direct client base in Europe benefits from a wide range of experience and the highest standard of advice and assistance . They work closely with their direct clients, getting to know the businesses and technologies in question and thus advising from a position of knowledge and experience. Gill Smaggasgale reveals the firm has clients in the UK and overseas, “the clients range from ordinary people who have had a brilliant idea, SMEs looking to use their IP to place themselves in their market right the way through to multinationals. The firm also assists companies overseas looking to secure and protect their rights in the UK and Europe. The firm has clients throughout the world. The firm has strived hard to establish links in other territories so that our direct clients are able to get the most appropriate help when seeking to protect their rights overseas. Gill Smaggasgale explains that we look for, “people we have met so that we can assess their abilities and ensure that the right company is selected to meet our client’s needs. Looking to the future, Gill indicated that the next big challenge to the IP profession, are the implications of the European Unitary Patent and Court. Whilst this has been an idea around since the 1960’s dipping in and out of popularity, it is now real and is expected to go live in 2017. “There is lot of preparation and a lot of education for clients as to what this means for them and it will mean different things for different clients”. The challenge for 2016 is to “ensure that by the time the new system goes live, our clients’ are in a position to optimise it for them whether that means taking steps to opt-out or wholly embracing it.” WP Thompson will be working with their clients over the coming year to help them make that choice.

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Third Quarter Update: A 2015 Year End Round-Up 1511KT23

Company: MedCap Advisors E-Mail: info@medcapadvisors.com Web: www.medcapadvisors.com Address: 97 Winthrop Street Harvard Square Cambridge, MA 02138 Telephone: 617-945-0299

We Talk Medical Technology Funding An investment bank and venture fund manager specializing in medical technology, MedCap focuses on developing growth strategies, implementing them through mergers, acquisitions, divestitures, and licensing agreements. One of the firm’s representatives, Joey Kleckner shared with us some of the group’s recent work which makes them leaders in their field. MedCap’s highly specialized nature and years of experience have given them a depth of knowledge in the healthcare industry. MedCap’s headquarters, located in the heart of Cambridge/Boston is surrounded by a supercluster of medical technology that connects them with the brightest minds in the industry, which, combined with their contacts, gives them an unparalleled global reach. MedCap’s clients are mid-to-large sized private and public companies exclusively dealing in the healthcare and medical technology sector. They have represented over 150 institutional investors and strategic groups on five continents and in fifteen countries. Presently, MedCap is in the process of moving deals to the point of negotiations and are close to receiving indications of interest on others. They provide a leading edge of insight into the macro and micro economic factors that impact both investments and clients, followed by a thoughtful collaboration of solutions and the refined execution of those solutions on behalf of their clients. For the last decade, MedCap has been the leading firm in regenerative medicine, orthopedics, surgical robotics and other sub-specialty areas for companies around the globe.

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Landmark transactions MedCap has been involved in over the last 10 years were: a half a billion dollar partnership between the Musculoskeletal Transplant Foundation and ConMed Corporation for regenerative medicine and growth biologics; the founding of Auris Surgical Robotics, which received US$150 million Series C financing at an unprecedented valuation in September, and the sale of OsteoAMP to Bioventus for an undisclosed amount. MedCap’s fund specializes in investments and technologies from the world’s leading universities and in bringing these technologies to patients. Currently, they are in the process of closing a US$150 million venture fund in collaboration with the Wellman Center of Massachusetts General Hospital, a Harvard Medical School teaching hospital. MedCap’s commitment to one sector has given the company a unique global perspective on healthcare/ MedtTech and a deep understanding of the value of clinical efficacy, intellectual property, regulatory approval, reimbursement and unparalleled industry contacts, which the company leverages to maintain industry leadership and develop future growth opportunities.


Fourth Quarter Update: A 2015 Year End Round-Up

Fourth Quarter Update A 2015 Year End Round-Up Global M&A volume hit a record recently exceeding pre-crisis 2007 levels and making 2015 officially the biggest year ever for global mergers & acquisitions. What an exciting time for global M&A and for the advisers working within the market!

Leading corporate advisers from across the globe say why they stand out as the go to advisers within their jurisdiction. What are their experiences of Q4 and of 2015 as a whole? What recent deals have been they involved with and what are their projections for 2016.

The use of a ‘locked boxed’ mechanism, where the price is fixed and the transaction is economically backdated, minimises the risk of a dispute. The research shows that a staggering 80% of disputes reviewed did not use this completion method.

New report identifies the leading causes of post-M&A disputes A major new report into the causes of post-M&A disputes reveals four main reasons why deals end in legal acrimony was published this month. Financial advisory firm Accuracy reviewed over 900 claims over a ten-year period across a breadth of sectors, to produce the most in-depth, data-driven research of its kind. The report, entitled ‘An Autopsy of cross border M&A disputes’, examines the leading causes of conflict and provides recommendations on how companies can avoid making similar mistakes in the future.

External pressures or the ‘thrill of the deal’ effect also leads to post M&A disputes. This is where acquirers come under significant pressure to do deals, resulting in ‘red flags’ being ignored because it will interfere with the deal being done.

Four key triggers for disputes All of the disputes covered by the Accuracy report – with values ranging from €5m to €10bn – contained one or more of the following four factors: • Volatility in the target company’s markets finds its way into the transaction; • Ambiguity in the wording of the sale and purchase agreement (SPA); • Pressure to acquire and the ‘thrill of the deal’; • Cases of fraud (around 10% of the post deal M&A disputes involve allegations of fraud that are central to the claim). Volatility, caused for example by sharp movements in the target’s markets or regulatory changes, can lead to disputes because it affects how a final purchase price is determined. If volatility has not been managed effectively the purchaser may end up paying more, or less, than their expectation of value, with a dispute likely to result. Another common factor in post deal M&A disputes is over ambiguity in the drafting of the SPA. Drafted by lawyers, SPAs contain sections that refer to technical accounting or financial reporting matters, including important representations and warranties. They also contain the accounting policies to be used in adjustments to the purchase price at closing. Ambiguity in drafting therefore often lies at the heart of post M&A disputes because of significant differences in price expectation on the part of seller or acquirer.

Additionally, around ten percent of the disputes reviewed by Accuracy were subject to fraudulent behaviour resulting from the manipulation, falsification or withholding of important data. Examples include distorted revenues and earnings, manipulation or concealment of liabilities and deliberate incomplete disclosure on financial statements. Heiko Ziehms, a partner at Accuracy commented: “Disputes have many different causes. Each factor alone increases the probability of a dispute meaningfully, but two or more combined increase the risk of litigation or arbitration very substantially. Aspects of target companies’ financial reporting are also far more prone to disputes than others – revenue recognition on long-term contracts is a case in point.

Other main findings from the report include: Balance sheets and disputes • Over half of disputes were based on working capital-related claims; • Within working capital the largest categories by size are disputes relating to trade debtors (71) and stocks (inventories) (57); • A third (32%) of the working capital disputes arose due to short-term provision and accruals Method of disputes; • 57% of disputes were arbitration tribunals; • Almost a quarter (23%) were heard through alternative forms of dispute resolution such as mediation; • And traditional litigation made up just 20% of the claims. Value and size of disputes • Almost a third of claims is for less than 10 million euros; • 44% of disputes come in at between 10 million euros and 100 million euros; • 15% of claims were valued at more than one billion euros.

“Some risk factors are comparatively easy to mitigate. For example, acquirers should ensure that the inhouse deal-team, the various due diligence teams and the M&A lawyers work closely together at the intersection of their disciplines. Buyers should also consider very carefully where and how volatility could find its way into the purchase price formula and then address these areas for example by using fixed values in the final purchase price calculation. “Avoiding a dispute is sometimes down to not getting a few words in the SPA wrong or ensuring a single conversation between the M&A lawyers and the financial due diligence team can take place. This can save years of litigation and a great deal of money and unnecessary stress.”

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Fourth Quarter Update: A 2015 Year End Round-Up 1602BW02

Last year, Frankfurt based firm ARNECKE SIEBOLD and Munich based firm SIBETH combined to form ARNECKE SIBETH. We spoke with Michael Siebold, Founder and Member of Management Board of ARNECKE SIEBOLD, about the successful merger and how this has led them to experience a highly eventful and prosperous Q4.

Company: ARNECKE SIBETH Arnecke Sibeth Siebold Rechtsanwälte Steuerberater Partnerschaftsgesellschaft mbB Name: Michael Siebold E-Mail: msiebold@ arneckesibeth.com Web: www.arneckesibeth.com Address: Hamburger Allee 4 (WestendGate) 60486 Frankfurt am Main Germany Telephone: +49 69 979885 0 (352 direct dial)

Since our inception in the summer of 2015, the question of how best to serve our German clients abroad as well as international clients in Germany and on the continent became a crucial question. We decided to offer our full service capabilities to the wide and diverse range of domestic and international clients by concentrating certain services in different offices in order not to duplicate our offering and thus competing with one another. Despite our size of more than 110 fee earners and app. 200 staff in our four offives in Frankfurt am Main, Munich, Berlin and Dresden we work seemlessly across all offices - and throughout the world together with our network partners. As a company working in a highly competitive industry, our firm has a number of different attributes which allow us to differentiate ourselves from our competitors. We offer practical solutions delivering excellent legal service. In a global and quickly changing world, our clients expect us as well as our international network partners to be their trusted specialist advisers, strongly entrenched in our communities, cultures, etiquette and customs, understanding their businesses by being sector-focussed. We are personal and collaborative, innovative, creative and international in our approach, mind-set and service delivery, and fair and transparent in our pricing - Mehr als Recht. As such, we also strive to become the ‘Go To’ firm for our people, attract high performing, ambitious and smart colleagues sharing our values. The merger to become ARNECKE SIBETH went ‘live’ on the 1st of September last year, and immediately produced synergies in joint pitches and services to existing clients as well as increasing our visibility to new clients. Furthermore, applicants from law schools as well as lateral hires also wanted to join our team, allowing us to grow immediately in excess of earlier growth. Despite the merger and the cost and time associated therewith, in particular for integration, as well as time spent on merger activity, the overall firm experienced

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both revenue and profit growth making 2015 a very successful year. One rather significant and somewhat typical deal for ARNECKE SIBETH was the renovation of the Eurotower building in Frankfurt following the move of the ECB into its new headquarters and the subsequent sale to IVG which closed late in 2015, a deal worth approximately 500 million US$. This deal involved many of our real estate experts as well as the corporate/M&A team, and we continue to be involved in the project today when it is fully let, reflecting the lifecycle approach towards real property the firm is taking. Generally speaking, global M&A activity was strong throughout the year, with the last quarter seeing a number of megadeals, including Pfizer’s purchase of Allergan, Anheuser-Busch InBev’s acquisition of SABMiller and the merger between DuPont and Dow Chemical. Furthermore, cross-border deal values in the last quarter of 2015 rose to a record high. As one can imagine, financial and legal advisers such as ourselves benefited greatly from this increase. Looking further into 2016 and beyond, our teams in all locations will grow at all levels, and we will also add capabilities in renewable energy and anti-trust. Furthermore, we are looking at strengthening our overall workforce by focused internal continued education, secondments, etc. and becoming even more attractive to millenials and colleagues returning from parental leave. Alongside these aspirations, we expect to become even more involved in global cross-border transactions, mainly originating from North-America, China and the UK. Domestic M&A will also remain strong and we expect to expand our German client base as well. In our region, Germany will remain a vibrant and strong economy in 2016 and M&A activity will reflect this. With this in mind, ARNECKE SIBETH is well positioned to play a vital role in this market and we will be looking for further opportunities to expand, in Frankfurt, Munich and Berlin and possibly also in other major German cities.


Fourth Quarter Update: A 2015 Year End Round-Up 1602WO08

JP Healy & Co Insurance’s ltd is an insurance brokerage based in Ireland that has been operating for over 30 years. We spoke to John Healy, managing director of the firm, to find out more about the myriad challenges facing the insurance industry in Ireland.

Name: John Healy Company: J.P. Healy & Co. Insurances Address: 11 New st Killarney Co Kerry Co. Kerry Telephone: 003535 646633344

The Irish insurance industry was front page news for the last quarter of 2015. Furthermore, latest Central Statistics Office (CSO) figures confirm that car insurance rates increased by a whopping 31.1% to the year ending in December. This increase was flagged since about February of 2015 and each month saw percentage increases tagged on. This is a huge increase, especially considering road traffic act cover is mandatory and cash strapped customers are reeling from years of recession and austerity budgets. Unfortunately, we have seen further increases tagged on in January 2016 that have yet to be confirmed by the CSO. So why is this happening and is there any end in sight? The simple answer is that claims have increased. However, you need to drill down further into a statement like that to find the real information. For instance, in 2014 the limit for personal injury awards in the circuit court was increased from €38,000 to €64,000. This level of claims inflation was felt across the insurance market and was immediate. Alongside this increase, court settlements are also on the rise. High Court awards are up 34% and circuit court up 14% in 2014. Additionally, there are far more legal challenges to the injuries board award process meaning protracted litigation and of course more cost. The upturn in the economy has increased traffic and consequentially higher levels of incidents and claims. According to Insurance Ireland, the representative body of Irish Insurers, whiplash awards in Ireland average €15,000. This is in stark contrast to an average of €5,000 in the UK. It is estimated that 80% of all Motor injury claims in Ireland are for whiplash Moreover, fraud is a huge issue in the insurance industry and some recent high profile cases have indicated that insurers and indeed the judiciary are beginning to take a harder look at some claims. In actual fact, Facebook appears to have been key to the downfall of some attempted frauds. Another factor affecting the current crisis is uninsured vehicles on the road, and conservative estimates say this adds at least €40 to every motor policy. Another dominating factor is the collapse of a company called Setanta Insurance, which occured in 2014. In total, their downfall could cost over €100 million and following lengthy legal cases it appears that Irish insurers left operating will have to foot the bill for Setanta through the Motor Insurance Bureau of Ireland. The implication of the High Court’s decision is that all motor insurance providers operating in the Irish market will now be held financially responsible for any potential insolvency that may occur with competitors. Ciaran Phelan, the CEO of the Irish Brokers Association commented recently: “The ruling came as a shock to the insurance sector, which has reverberated further afield as the Irish management of these

mostly international insurers attempted to draft a communication to their head offices explaining that they were now responsible for the future solvency of their competitors”. Mr Phelan further commented: “We are not being melodramatic when we say that some (insurers) may consider exiting the Irish market as a result”. Apart from the ongoing case which is currently being appealed in the High Court, the ruling has implications that result in insurers having to substantially increase their reserves in case of insolvency. This of course is in addition to any Solvency II regulations which imposed higher reserves from January 2016. Currently, there is an appeal waiting in the High Court which could have lasting and ultimately damaging repercussions for Ireland. Many feel this debacle is down to weak EU regulation and poor oversight while at the same time the cost of regulation has increased, cost that is ultimately passed on through higher premiums and government levy. Although we have been weathering storms financially, it is actual storms that severely affected us in the fourth quarter. Q4 brought savage storms to our shores resulting in massive flooding especially along the River Shannon. Of course, due to previous flooding in 2009 many of these homes and businesses do not have flood cover and so the insurance industry was again front page news for most of December. Discussions between Government agencies and the industry are ongoing regarding temporary flood protections and whether flood cover can be granted to these towns and businesses. I have no doubts that this will be a big issue in these areas for the upcoming General election later this year. Further rate increases appear to be on the way for 2016, and commercial insurance is feeling these pressures already, with motor insurance now hitting a 50% increase from January 2015. I do hope we are the ceiling of these price pressures as any further increases could hamper our national economic recovery. However, there are some highly positive actions that could see fruition in 2016. The digital hub, an information sharing portal for no claims bonuses and penalty points should be made available to all brokers and insurers in 2016, thus reducing fraud and improving efficiencies. Additionally, the AA have called for an end to paper based Insurance discs, this was implemented in the UK in 2015 and has seen a 42% increase in fraud detection. Looking further down the road, the outlook for the Irish insurance industry in 2016 is apprehensive. As a regional insurance broker I feel many improvements and efficiencies need to be implemented and need to be industry led and managed. Hopefully rate increases can level off and the economic recovery can continue, however I worry that we are not at that point just yet.

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Fourth Quarter Update: A 2015 Year End Round-Up 1602EG19

Name: Meti Ketner E-Mail: info@ketner.si Theyb Address: www.protection.si Address: Tržaška cesta 134, 1000 Ljubljana, Slovenija Telephone: 00 386 51 344 655

KETNER Ltd are a legal office of patent attorneys specializing in intellectual property, focusing on industrial property (patents, trademarks and industrial designs). They provide legal advice, prepare expert reports and perform searches and monitoring and other specialist support in the field of industrial property rights and beyond.

Their focus is in providing representation in the processes of acquisition, registration, maintenance, and enforcement of industrial property rights (patents, trademarks, industrial designs...). As an official Patent Attorney they are entered in the Register of Patent Attorneys at the Slovenian Intellectual Property Office and as an official Trademark and Design Attorney in the Register at the Office of Harmonization for the Internal Market (EU).

KETNER Ltd is authorized to represent their clients from all of the member states of the European Union and also at the international level, worldwide. KETNER Ltd. are very creative, they promote and encourage the development of intellectual property, copyrights, industrial property rights and other rights deriving from creative activities of human beings. Their goal is to raise awareness about the importance of intellectual property and intellectual property protection. Their own creativity is shown by the fact that in department ZEBRA they create and protect sound trademarks. They are the owners of ZASCITA.SI, PROTECTION.SI, SIX AND ONE (trademark protection on the Internet), TEMPELJ, ZEBRA and KLIK TV trademarks, and the company founder, Meti KETNER, is the owner of the trademark KETNER. Intellectual property investigation As a part of what the business does, an interesting example is of how they cooperate with a licensed detective agency with experienced detectives, having between them 30 (thirty) years of experience. The specialized intellectual property investigation the firm offers to their customers can be summarized as follows: • Investigation of infringement of intellectual property rights (trademarks and service marks, designs, patents, copyrights, business secrets, etc.); • Verification of the market regarding the infringement of intellectual property rights on the selected locations; • Verification of the world wide web (domain names) regarding the infringement of intellectual property rights; • Observation of various locations (production, wholesale and retail points of sale, shops, markets, etc.) and; • Collection of evidence (from manufacturers, distributors and vendors). Their specialized intellectual property investigation offers protection against: • Infringements of intellectual property rights; • Loss of sales volumes of original products; • Grey economy; • Loss of profit, money and goodwill. Infringements of intellectual property rights occur on a global scale and counterfeit products can threaten your business. Therefore, the goal of KETNER Ltd is to offer effective intellectual property protection, so the active involvement of their experts is crucial.

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Fourth Quarter Update: A 2015 Year End Round-Up 1602WO04

Founded in 1982, Global Prior Art is an established leader which is widely known by its trademark “The Most Trusted Name in IP Research.” We spoke to Bruce Rubinger, Managing Director and founder of Global Prior Art, to find out how they continue to build and enhance their reputation.

Over the years, GPA has addressed thousands of high stake cases and has a proven track record, which has been documented by extensive benchmarking by clients and Joint Defense Groups. Our in-depth technical expertise is augmented by institutional knowledge reflecting over 30 years of experience and familiarity with the most critical sources worldwide. While the field of IP research and IP strategy is crowded, clients select GPA for the reassurance of knowing that their decisions are based on the most accurate IP information. Company: Global Prior Art, Inc. Name: Bruce Rubinger, Ph.D. E-Mail: rubinger@ globalpriorart.com Web: www.globalpriorart.com Address: 21 Milk Street, 6th Floor, Boston, MA 02109 USA Telephone: +1 (617) 574-9574

In terms of the services we provide, GPA’s efforts include FTO, invalidity, licensing due diligence, patent portfolio (white space) analysis, and corporate innovation strategy. GPA’s Engineering division is comprised of groups specialising in software & e-commerce, semiconductors & electronics, telecommunications & networking, and mechanical engineering & manufacturing. In addition, GPA has strong expertise in the life sciences sector, including experts in biotechnology, chemistry and pharma, and medical devices.

Perhaps our most distinguishing feature is that GPA has a dedicated team of full-time experts and a process orientation. In this way, GPA consistently provides strong findings that support better outcomes. For companies involved in acquisitions, our due diligence efforts address any concerns regarding potential freedom-to-practice issues. Other unique aspects include reliance on full-time staff (so you know who is doing the work), knowledge of critical sources, access to U.S. and foreign language databases and literature, and internal tools. We have also amassed an in-house collection of over 30,000 databooks and datasheets, reference books, and other key sources that are not available online. For leading companies and their outside law firms, we provide the right strategic partner to complement their internal strengths. Benchmarking by several JDGs, law firms, and leading electronics, medical device, software, and biotech firms found that GPA’s scientific approach consistently yielded stronger findings. Our analysts and managers are world-class scientists and engineers who are expertly trained in our proprietary search and analysis methodology and receive on-going education on IP-related matters that affect our clients.

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Anti-Corruption Due Diligence/FCPA Anti-Corruption due diligence as a part of M&A transactions is a necessary step in providing protection for the purchaser post acquisition. This is especially the case when the companies involved may be liable under the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, Canada’s Corruption of Foreign Public Officials Act and other anti-corruption legislation about the globe. Failure to carry out proper anti-corruption due diligence pre-acquisition can lead to terrible financial and legal consequences, so having a great investigation team working on your behalf proves invaluable. Within this edition we will be having a focus on the area of anti-corruption due diligence, assessing trends within the sector and the influences it has had on M&A activity. How can a firm assist business through the complexities of this important area of compliance? How can firms assist buyers with anti-corruption compliance in the pre-acquisition stages and provide vital support to businesses around the globe working through M&A transactions?


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Wessing & Partner is one of the most highly respected law firms specialising in white-collar crime in Germany. We spoke to Prof. Dr. Heiko Ahlbrecht, Partner at Wessing & Partner, who gave us his insight into the growing importance of anti-corruption due diligence.

Anti-corruption due diligence as a part of M&A transactions is the main focus of criminal due diligence. Typically, the focus is on agreements with agents, sales persons and lump sum invoices (to name but a few) in the business relationships of the companies we advise. As well as the growing need for this process, there is also an increased awareness for tax compliance and subsidy-applications.

Name: Prof. Dr. Heiko Ahlbrecht E-Mail: ahlbrecht@strafrecht.de Web: www.strafrecht.de Company: Wessing & Partner Address: Rathausufer 16 - 17, 40213 Düsseldorf Telephone: +49 (0) 211 - 16 844 – 0

Providing protection for the purchaser post acquisition is of paramount importance, mainly because you cannot exclude negative consequences and punishment of the purchaser deriving from criminal liability of the past by contract. Moreover, failure to carry out this process can lead to forfeiture for bribes paid before acquisition as well as severe fines against the company under the Administrative Offences Act for negligence of supervision duty and lack of compliance. In Germany, we are facing a much greater impact from the FCPA/UK Bribery Act, especially in the big German stock-exchange-listed companies as well as in daughter companies of US/GB governed jurisdictions. Generally speaking, the German legislation is mostly comparable but the criminal investigation procedures of such cases differ. Alongside these issues, the increased obligations of the companies to re-assure themselves about the “real” value of the target do mean increased obligations of the management of the purchaser. Therefore, it is a tendency of management boards of the purchaser to be very clear and safe by doing an acquisition to prevent them from personal liability.

In addition to our work in this area, our focus is on advising, representing and defending companies and business people in criminal law cases. This can range from the provision of preventative advice and criminal compliance right through to the main proceedings. In cases like these it is of great value to our clients that our lawyers are experts in every aspect of criminal law and supplement their know-how, depending on the case, with specialist knowledge in civil law, tax law, competition law, banking and finance law or medical law. In times such as these, when criminal law is ever more closely interwoven with other areas of law, it is advantageous to maintain such a broad horizon. Furthermore, we bring together legal know-how with diverse experience from countless investigative and legal proceedings. This ensures that our clients receive the competence required to also manage their court cases effectively, something which cannot be taken for granted in today’s market. Our dedication goes beyond national boundaries. We have been assisting our clients in international proceedings for many years, particularly in the Anglo-American sphere, with great success, where necessary involving approved colleagues from other countries. In addition to German and English, we are able to provide advice in French, Russian, Polish, Spanish and Turkish.

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Anti-corruption Due Diligence/FCPA 1602BW03

Company: EY Name: Daniel Bican E-Mail: daniel.bican@cz.ey.com Web Address: ey.com Address: Na Florenci 2116/15, 110 00 Praha Telephone: +420 225 335 849

Despite numerous cases proving that forensic DD (or more focused anticorruption/anti-bribery DD) is a very useful tool during both the pre- and post-closing period of a transaction to uncover potential non-compliance or even fraud/corruption, very low number of acquirers are performing it along the regular DD in Central and Eastern Europe. Unlike the long-time used financial, legal and tax DD, the forensic DD is still not regarded as something that should help the investor prevent harm to their business after acquiring the target.

Unlike in the USA, Central and Eastern Europe, only small percentage of transactions (9% of total in the Czech Republic as shown in our Fraud Survey of 2012 against 84% in US) are accompanied by forensic or at least an anti-corruption DD. Our experience shows that East European transactions very often do not end successfully due to undiscovered corruption and fraud cases that might have been discovered earlier and that subsequently lead to significant losses of a newly merged business or even its collapse. Protection for the purchaser post acquisition It is not a necessary step to provide protection for the purchaser post acquisition in each situation, though it is a very useful one to protect the investor during and/or post-acquisition if properly and timely applied. The reason is that very often the acquirer solely looks at the financial, legal and tax risks, fully disregarding the risk of corruption and fraud that may in worst case lead to post-acquisition disputes or significant regulatory troubles such as penalties, criminal charges, dismissal of company based on FCPA, UK Bribery Act or local laws, or big impacts on the business of the newly formed entity. Examples such as the loss of business when former managers establish a parallel company just prior the transaction and move the customers, know-how or any other piece of company’s key assets to the newly established one and form “killer-competition“, financial statements manipulations or continuing decrease in margins resulting from vendors unduly selected prior to transaction and enjoying undue status of non-competitive pricing, exclusive rights etc, are just too numerous in reality. Failure to carry out proper forensic due diligence before the acquisition may lead to regulatory actions, loss of business, market share, key personnel or trust of customers. This may end in a complete failure of the whole transaction for the investor and destruction of stakeholder’s value. What truly matters in forensic services? Forensic auditing and investigations are to date not strictly regulated in the same way as the financial audit does. There are no legal restrictions in most of the countries we do business in beyond the standards for external auditors. The ACFE (Association of Certified Fraud Examiners) issues methodologies of good practice and ethics to commence forensic investigations, two ISO norms are now being prepared for anti-bribery systems and compliance management as the closest areas.

Our global team comprises of over 4,500 multifunctional experts specialised in investigations, auditing, IT, law and compliance within various industries, that all together form incomparable volume of expertise and experience allowing to serve our clients the best to the purpose and their expectations in forensic and dispute work. This also includes many experts for forensic DD enabling the investors efficiently look at their targets with the forensic view and be alerted of potential hidden risks harming the combined business in the near or far future. For a mature investigation team, what matters is the expertise from various clients, industries and areas of fraud and corruption management, experience from years of work on complex or specific cases plus nowadays very sophisticated technical data expertise, without which in current big data and cybercrime world, forensic work cannot be done efficiently anymore. Another aspect, we at EY are accenting a lot, is dedicated local teams that can act quickly and effectively in our clients’ locations and not from a “headquarter” level. This gives us a competitive advantage while dealing with issues that our clients are exposed to externally or internally and need immediate attention. If we are unable to serve the clients timely and with great knowledge of local specifics or business and society, applying language skills and other aspects, they will not engage us in future. As noted above, Central and Eastern Europe still has long way to go in the area of forensic DD and its effective application. The stakeholders and managers, in my view, need to recognise the importance of such a service for the future good of the combined business and not disregard the potential threats that, in particular in our region, are quite high and if ignored, may harm their business significantly. This is slowly changing under the evolving regulatory framework in our countries also influenced by EU, however only when the key personnel will embed this as one of the key factors for succesfull transaction, will their later risk management have healthy ground for future growth, which they are seeking.

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SOTERIS PITTAS & CO LLC is a boutique law firm, in size only, focusing on the areas of law related to business activity and dedicated to providing its clients with outstanding, highly personalized, legal representation. The lawyers and associates of the firm with their combined skills-set and knowledge can provide comprehensive legal solutions according to the clients’ particular business needs, requirements and objectives. We are committed to representing our clients at all stages of disputes, including negotiation, mediation, arbitration, and litigation, in order to secure just compensation and legal vindication. Our corporate and M & A departments provide full-fledged support ranging from formation of companies world-wide to legal support in complex corporate, commercial and finance transactions. The Firm has close links and strong associations with reputable audit firms, private equity managers, and fiduciaries in Cyprus, Russia and the former CIS countries. We thank our clients for selecting our firm to represent them, and we will continue to work hard to provide them with top quality legal representation with the personal touch characteristic of a boutique law firm.

info@pittaslegal.com

pittaslegal.com


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Most Innovative Business Leaders 2016 With the consistent stream of challenges thrown against them over the course of the last several years, business leaders have never been more deserving of recognition. What is their background and the journey they have taken to reach this position? How have they pushed boundaries and broken the mould to evolve their business? What key tips do they have for running a successful company and of course how to build the perfect team to support them in the work they do?


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Project is an independent consultancy providing specialist business process and finance systems advice. It has built a reputation for delivering complete, integrated solutions that address business needs and meet corporate strategies. Working in both the public and private sectors, we support finance departments and wider business communities. We combine our accounting, business reporting, functional and technical expertise to help clients recognise the true value of E-Business Suite modules, Business Intelligence (BI) and BI applications.

Company: Prōject Name: Donna Butchart Web: www.project.eu.com Address: Strathallan House Midland Road Hemel Hempstead Hertfordshire, HP2 4LS Telephone: +44 (0)845 680 0193

We have two over-riding objectives, to provide excellent customer service and to be recognised as experts and specialists within our services footprint. IT solutions have a reputation for being unwieldy – difficult to relate to in the context of your own business and scary to implement. We have tried to change all that. Every step of our process is designed to make solutions relevant, familiar and rapid to deploy. Our consultants are career specialists who understand our clients’ sector and issues. We’ll interrogate and challenge a brief (we might even write it for a client if they simply come to us with a business challenge); we’ll arrange test drives; we’ll test solutions; we’ll negotiate the best deals; we’ll train teams on-site or in our own facility; we help clients plan for the future. In the end, the organisation’s critical decisions are made simpler. That’s how we retain our valuable, long-term relationships. We know about the frustrations when expensive IT systems don’t solve the business challenges; when the solution doesn’t do what clients want it to; when things just go wrong because nobody saw it coming.

We have developed our specialist teams to cover an ever-broadening range of business intelligence requirements – we have come a long way since our beginnings – as dedicated Oracle Projects specialists. We now help clients with: - Managed Services and Support - Programme and Project Management - Training - Project Portfolio Management (PPM) - Enterprise Resource Planning (ERP) - Business Intelligence (BI) - Enterprise Performance Management (EPM) - Business and Change Management We are recognised as specialists in our field by both the user community and partners, as demonstrated by our UKOUG awards and Oracle accreditations. Being selected as one of 2016’s Most Innovative Business Leaders is a wonderful recognition of the work we put in to making sure we are helping our clients by always being at the forefront of what is possible with existing technology. My background is finance rather than IT. I qualified as a Chartered Accountant and began the traditional accountancy route however I had the chance to work as an Oracle Projects Consultant early on, and something just clicked. I was able to use my finance experience and expertise to see how the Oracle products could be used and adapted to help businesses at every level. I set up Project (EU) Ltd in 2000 and have never looked back. As the Managing Director I tend to do less direct dayto-day work for clients; however I feel it is important to know what’s happening and so will catch up with each team regularly and I always like to be involved in our innovation sessions. We find it helpful to bring teams together to spark new ideas and share what’s working well, it means we don’t constantly reinvent the wheel. There is no typical working day; sometimes I am at a client’s office for a breakfast meeting while other days I am in the office working with HR on recruitment or with Finance on the accounts. However I always make sure I am contactable by clients or staff, I rarely go anywhere without my phone and laptop. It is important if someone has a question that they can get in contact with me. As one of the UK’s leading niche Oracle consultancies, it is vital to keep up to date with all of the Oracle products so that we understand them inside out. It’s this in-depth knowledge which means we can really help our clients to get the most out of their Oracle systems and allows us to innovate with new ideas and approaches. One of the challenges we constantly face is the increasingly sophisticated demands for reporting and business analytics from the business which their internal IT teams are not able to deliver. Our clients are large companies and organisations who often have to work with complex processes and procedures when rolling out new systems. They usually have a number of conflicting internal issues including overlapping initiatives, as well as the need for IT change controls and conflicting access to systems and data.

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Most Innovative Business Leaders 2016

One of our latest innovations has been to develop bespoke test environments for clients which help to overcome these challenges. The test environments are tailored to individual organisations, which mean rapid installation and developing prototype solutions that can be demonstrated back to the business and key stakeholders.

The Model Office has allowed client IT teams to test new systems and adaptations within a real-life scenario to demonstrate to their Executive team that an investment would deliver the benefits outlined. It has also meant that project timescales could be shortened; so that when it moved into the next phase the project was able to hit the ground running.

The advantages of having a bespoke test environment are multiple. It demonstrates new software and features uninhibited by customisations; it also allows real sample business data to be loaded making it feel far more relevant and any configuration will be aligned to the data.

The Model Office delivered a number of specific benefits to the client; it immediately brought to life the safety, people, performance and financial data for any project. It also gave the client the ability to discover new business performance information so that it could identify areas of focus.

One of the over-riding benefits of creating a bespoke test environment though is that it significantly reduces development timescales; thus minimising cost and impact. After all the developed packaged software components can be implemented back into the production systems, in effect it allows you to try before you buy.

This ability to help clients manage their business more successfully is one of our key drivers; it’s what helps set us apart and ensures our niche of expertise is recognised. For anyone running a company, recognising what you do and how it helps the client should be the two key drivers. It can get confused by people making the remit too wide or thinking only about the client’s needs today rather than helping them to future-proof. We have found if you want to be successful then you need to concentrate on what you are good at and what you can consistently deliver (and over-deliver) on.

As more companies feel cost-constrained, identifying ways of achieving business buy-in, reducing overall costs and to rapidly install IT projects become more important. A bespoke test environment provides an obvious solution. We are currently using a Model Office for one of the UK’s largest rail engineering organisations; having been engaged to investigate how to remove and obsolete the proliferation of point-to-point reporting solutions and remove the associated (large) costs for support and maintenance of these solutions which are inflexible, only answer a specific question, have overlapping and non compatible different data sources, it became clear that a proof of concept solution, such as the Model Office, would support optimization planning of engineering project activities across their infrastructure.

Being a consultancy we are a people-business. Our team of experts have unrivalled knowledge and expertise in their field. Clients choose to work with us because we have a proven history of success, provide the best solutions and resolve issues quickly, minimising time and expense.

We want to work with the best people in the industry. Our focus is not only on attracting those people, but retaining them. Prōject provides an environment where everyone has the opportunity to shape their own career, we make sure that ambition and results are rewarded. An integral part of this is recognising we all need to constantly learn. Training and development is key to our success and we provide an environment where knowledge sharing is part of our everyday working life. Ours is a culture where everyone’s contribution is valued and rewarded. This means that we can help clients; we bring the latest accounting, business reporting, functional and technical expertise to give our clients transparency and simplicity with respect to their business reports and dashboards from highly complex and integrated databases and systems. This means our clients are always large organisations, either private or public sector that have Oracle systems such as Oracle Projects, Primavera Oracle Business Intelligence or E-business suite. At the moment most of our work tends to be with the transport, construction, local authority and education sectors, although we have a wide range of experience including financial services, utilities, Government and telecommunications. But whatever the sector and whatever the organisation, the team are dedicated to being the consultancy of choice that will innovatively deliver business process and finance system advice for major organisations.

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A nanoviricide® is a nanomedicine designed to neutralize and potentially destroy the virus. We had a chance to catch up with representatives from the Company and learn how they are leading the way with their advancements in this demanding field.

Almost all current therapies fail because of viral mutations. This is also why a new influenza vaccine has to be developed every year, and no HIV vaccines have been developed to date.

Company: NanoViricides, Inc. Name: Anil R. Diwan, PhD E-Mail: info@nanoviricides.com Web: www.nanoviricides.com Address: 1 Controls Drive, Shelton, CT 06484 USA Telephone: +1 (203) 937-6137 (VM)

We believe that our nanoviricides platform technology enables us to solve this critical problem of virus escape. How? A nanoviricide mimics the cell membrane, displaying numerous virus-binding sites (called “ligands”) on its surface. The virus would land on the nanoviricide, bind to multiple ligands, and get engulfed, like a “Venus-fly-trap”. The virus particle then cannot infect another cell, and may even get destroyed. No matter how much the virus mutates, it binds to the same receptor on the cell for entry. Thus, if we design the ligands properly, the virus cannot escape the nanoviricide drug in spite of mutations. NanoViricides, Inc. is a unique company in the bio/pharma field with the potential to become a stand-alone pharmaceutical company. We now have a fully customizable c-GMP-capable pilot manufacturing plant where we can produce multikilogram quantities of any nanoviricide, including injectables. This enables rapid translation of our drug candidates into human clinical trials. Early revenues upon drug approval will also be possible with our own manufacturing capability. We are currently focusing on developing topical treatments for different herpesvirus infections, namely (a) HSV-1 “cold sores”, (b) herpes keratitis, an infection of the eye, (c) HSV-2 genital herpes lesions, and (d) VZV shingles rash i.e. zoster. We have demonstrated excellent efficacy in a lethal animal model of dermal zosteriform infection by a herpesvirus, with 100% animal survival. We believe the topical drugs are expected to move into human clinical studies much more rapidly than our other drugs. We are also continuing the development of: (i) Injectable FluCide™ for treatment of hospitalized patients with severe influenzas, and (ii) oral FluCide™ for out-patients with influenza, in our FluCide program. We have achieved significant effectiveness and safety of our drug candidates against multiple influenza strains. Furthermore, we are continuing the development of HIVCide™, which could be a “Functional Cure” for HIV/AIDS and of DengueCide™ for the treatment of severe dengue infections. We also have R&D programmes for developing drugs against MERS-CoV, Ebola/Marburg, Rabies and many other viruses. The effectiveness and safety testing of our drug candidates is performed by external institutions including renowned universities, institutes, and contract research organizations. Our vision is to leverage our platform technology to develop total cures for most viral infections. Of note, we are the first to develop nanomedicines that are effective when given orally.

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Our current generation of nanoviricides is designed to combat virus particles in circulation. The next generation nanoviricides will add the ability to stop replication of the virus inside cells, with minimal effect on uninfected cells. This would cure most viruses, except the ones that become latent, or “hide” inside cells. To cure viruses that go into latency, we are developing novel technologies with unique, address-based, specific, targeted agents delivery, to hunt down and destroy the latent viral genomes inside infected cells. Our advanced R&D vision goes far beyond the CRISPR and related technologies that lack the critical delivery aspect. If we succeed, we could create true cures for retroviruses such as HIV, and persistent viruses such as Herpes, Epstein-Barr virus (EBV), Shingles (VZV), and others. Note that HSV is linked to Alzheimer’s disease, and EBV is linked to various cancers including multiple myeloma. Thus both the health impact and economic impact of these achievements would be tremendous. To realize our vision, we have acquired a highly innovative staff with deep expertise in many facets, ranging from viral biophysics, drug design, chemical syntheses, scale-up, to cGMP manufacture. We continue to hire strong talent with a yearning to learn, innovate and excel so we know that we can do take on these challenges. Our nanoviricides platform technology promises a revolution in treating viral infections, akin to what penicillin did to the treatment of bacterial infections. Our technology has been in development since 1992. Nanoviricides, Inc. licensed it from TheraCour Pharma for treatment of several viral infections. With the strong effectiveness and safety observed for our drug candidates in various animal models, our novel approach, and our first-in-class drugs in development against a number of viral infections, we are now beginning to be considered leaders in the field. As is characteristic with breakthrough technologies like ours, progress has been constrained by available resources, mainly financial. However, we believe that we now have sufficient funding in hand to advance at least one drug candidate through initial human clinical trials. As we advance these drug candidates that are based on our globally patented nanotechnology towards human clinical trials, we expect to continue to retain and sustain our competitive advantage with continuing R&D investments towards the eventual goal of curing even the most difficult viral infections. I began as an inventor/scientist bitten with an entrepreneurial bug, but with absolutely no flair for business. As they say, the “school of hard knocks” is a great teacher, so as I have continued to learn from mistakes, I believe that now many people will consider me a successful inventor & entrepreneur.


Most Innovative Business Leaders 2016

I am personally involved in the lab, interfacing with everyone in our organization almost every day. We have an expertise-based culture, with very little hierarchical structure. We implement agile project management, with dynamic project teams and concise project definitions that are integral parts of our overall product development plans. We focus on safety aspects of manufacture, transportation, field use, and effects on the patient and the environment, right from design phase. We provide continuous skills improvement programs to ensure that everyone is conversant with safety requirements and implementation. We are not there yet, but we believe we will be helping billions of people as our products become globally available eventually. The very task of developing drugs that can help people overcome debilitating illnesses and avoid death, is its own reward. In 1992, the concept of nanomedicine was largely unknown. When I set out to do this, it was considered a far-fetched dream. Nanomedicines have gone past that initial state of being viewed with disbelief to being a buzzword now. Most of the successes of nanomedicines are in the area of drug delivery, to improve drug solubility and how long the drug stays in the body. Thus we have Taxol®, Doxil®, Abraxane®, and Cerulean’s polymerdrug-conjugates. Nanomedicines have also made non-viral gene therapy possible. The strong potential of address-directed nanomedicines was recognized long ago. However, the industry is only now moving towards enabling it. BIND has attempted such targeting in a limited fashion with limited success.

We are one of the few small bio/pharma companies that possess all the facilities and resources to take a drug from design all the way through clinical trials into initial commercial production. Further, we are defining and developing a novel class of antiviral drugs. This makes us unique in the field. The current antiviral drugs have strong side effects because they function inside human cells and also affect cell function. Antibodies bind to virus in circulation. However, viruses readily mutate to escape antibodies as well as these other drugs. Nanoviricides, in contrast, are designed to dismantle virus particles in circulation, and this provides inherent safety. Further, we have observed strong effectiveness observed in animal models to date. Importantly, we believe that nanoviricides solve the most vexing problem in antiviral therapeutics - viral escape by mutations, as explained earlier. This gives us a strong competitive edge. We are initially targeting acute viral indications that provide objective end-points enabling relatively short human clinical trials. Thus our topical treatments of herpesvirus infections, and our systemic treatment of hospitalized patients with influenza, should require relatively short clinical trials. We are currently advancing these drugs through IND-enabling studies. We depend upon external collaborators for all of our biological testing. This can cause delays in our development plans. So it is difficult to provide accurate timelines. Pharmaceutical drug development is painstakingly slow. It takes years of clinical trials before a drug is licensed.

We have already established that our drug candidates are extremely safe. This is because of the inherent design of the polymeric micelles themselves, and that of the ligands. Since we target the virus itself, the drug effectiveness observed in an animal host should be predictive of effectiveness in human host. Therefore, we are very optimistic, given the great successes we have seen in animal models, that our drug candidates should result in the best available therapies for the viral indications we go after. We believe that we will be transitioning our drug candidates into clinical stage in the very near future. Our pipeline is very broad and rich. So we will be able to advance a number of drugs into clinical trials, one after another, in the near future, limited only by the available finances. We believe that the chances of clinical success of our drug candidates are very high. Thus we anticipate advancing a number of highly effective and safe antiviral drugs in the market, in a sustained manner. With our advanced R&D, we believe that we will remain an innovative and dynamic company, with continuing commercialization even after the first drug goes to market, for a very long time into the future. While we believe we will be able to grow organically to become a successful stand alone pharma company, we plan to seek commercialization options like licensing, joint ventures, and others to improve speed to market, in order to speed up revenue. Thank you for the opportunity and the recognition of our leadership in the industry.

In contrast to all of these other efforts, we at Nanoviricides, Inc. have designed our entire chemistry and platform using a systems-based approach for the task of address-based delivery and encapsulation. Our capabilities of targeting with multiple ligands and encapsulating active ingredients using micellar self-assembly are as yet unmatched. This gives us the confidence that we continue to have technologies with significant leadership. Pharmaceutical industry began with small chemicals as drugs then came the antibiotics - fermentation products. Later, we saw the recombinant technology based biologics revolution. Then came the antibodyas-drug, evolving now to antibody-drug-conjugates. Most of the diseases are now being tackled by combinations of multiple drugs, but each one of them is still a single chemical or biologic. All of these current approaches are like strafing through a war zone with a machine gun or handgrenades, equally causing damage to good cells as well as bad cells (e.g. infected or cancerous), resulting in strong side effects. Address-based drug delivery, enabled by modern nanomedicines such as nanoviricides, would be like the use of drones to hit specific targets, resulting in both enhanced safety and effectiveness. Thus, advanced nanomedicines will be the wave of the future. We believe Nanoviricides, Inc. will be leading the nanomedicines field against viral infections. Acquisition International - February 2016 83


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2016's Leading Advisers 2016’s Leading Advisers profiles some of the most outstanding experts in this specialised field, featuring the rising stars, as well as some of the well-established faces. They tell us about their expertise in the industry and what they believe makes them stand out from the competition. A leading adviser is a vital cog in the system, but finding a brilliant one can be a difficult task for businesses, but the following case studies from Thailand, Hong Kong, the UK and China provide some outstanding examples.


2016’s Leading Advisers 1512JC08

Vovan & Associes is a full Service International Law Firm, founded in Bangkok in 1998 by Frederic Favre and Laxami Waraprasart together with the Paris based law firm VOVAN & ASSOCIES. From 2003, the Thai group Trocadelyo Co. Ltd, became a strategic partner to the firm. Since 2014, InterAsia Law Group, based in Hong Kong, Guangzhou, Shanghai and Tokyo is in association with the firm.

Company: Vovan & Associes Name: Frederic Favre E-Mail: frederic.favre@ vovan-bangkok.com Web Address: http://vovan-lawgroup.com/ Address: Ocean Tower 1, 14th Floor, 170/42 New Ratchadapisek Road, Klongtoey, BANGKOK, 10110 THAILAND Telephone: +66 (0)2 261 3138

In 2016, Mr Kiyotake Yokohari, a Japanese Attorney and CPA, joined the firm as a partner. The law firm represents project sponsors, investors in infrastructure development, in acquisitions and in divestitures, multi-jurisdictional commerce and project financing. Clients also include private and public companies, government agencies, academic institutions and NGOs. The legal practice focuses on ASEAN, EU and Africa. The main expertise of the law firm are as follows: • Corporate, Mergers, Acquisitions, Private Equity; • Commercial, Contracts; • Cross Border Foreign Direct Investments; • Labour, Immigration; • Intellectual Property Rights; • Real Estate, Assets, Wealth Management; • Family law, Notary; • Dispute Resolution, Litigation, Arbitration, Mediation. In addition: • The Bangkok office provides professional legal services to both Thai-based and international • companies and individuals alike. Assistance related to Africa is also coordinated from Bangkok;

From Kathu (Phuket) and Banglamung (Chonburi) offices, the firm focuses on property transactions, family law, immigration and start up projects; The Yangon office provides legal services on a wide range of corporate and commercial matters for foreign investors interested in conducting business operations in Myanmar; From Paris, the general commercial practice French firm coordinates the activities in Europe with the support from the secondary offices in London and Marseille; The Mexico office relays and develops the focus of the firm towards cross border Spanish speaking clients.

Associates of the firm are actives members in: • ICC Paris; • ICC Thailand Chapter; • ICC Paris Franco-Thai Chamber of Commerce; • Japanese Chamber of Commerce; • Thai Arbitration Center/Chartered Institute of Arbitrators; • Thai Institute of Directors.

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1601CG16

Leading Adviser 2015 - Hong Kong [STANDFIRST] Hui & Lam Solicitors Hui & Lam was established in early 1990’s, and is an experienced law firm in Hong Kong. Composed of over 30 professional and highly skilled staff, their firm is a strong medium-sized firm, providing a wide range of legal services to clients from Hong Kong, Greater China and overseas.

Company: Hui & Lam Name: Ip Wing Nin Clifford E-Mail: clifford@hui-lam.com Web Address: http://www.hui-lam.com/ Address: Rooms 1505-6, 15/F, The Center, 99 Queen’s Road Central, Hong Kong Telephone: 852-28776608

Hui & Lam attaches paramount importance to the quality of its services, through individual and personal consultations with clients. While it is important that they understand the needs of clients, they uphold the spirit of law – fairness and reasonableness – in the delivery of their services they also provide efficient and quality legal services at reasonable rates. Their head office is located centrally in Hong Kong to provide clients with quick and easy access to their services. Possessing a global perspective, they are dedicated to serving mainland and overseas clients through their representative offices in Guangzhou and Shenzhen, and other multinational law firms with which they have built relations. Discerning the multi-disciplinary nature of matters in most cases, they cooperate with leaders in other fields, such as investment banks, trust funds, accountants, and the like, in handling clients’ cases. Their firm’s constructive and professional connections with influential companies in other fields have brought prodigious benefits to their clients. The message from the senior partner of Hui & Lam Solicitors, William C. W. Lam on the company’s website is as follows and provides a very warm welcome to potential and existing clients: “With over 20 years of experience, Hui & Lam has grown to a strong medium-sized law firm in Hong Kong. While we treasure our traditional values and experience accumulated over the years of practice, we keep on evolving to meet the challenges ahead.

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Professionalism • They provide quality service with professional attitude; • They keep our promises to our clients. Client-oriented • They provide comprehensive service to meet the needs of every individual client; • They treasure the relationship built with our clients and listen to their opinions, both positive and negative. Active and Progressive • They learn from our experience and keep on improving; • They head for the future and value innovation. Finally, the scope of the firm’s practice can be summarised as follows: China practice • Preparation of legal documents required in relation to business transactions in China; • Cross-border civil litigations and arbitrations; • Sino-foreign equity joint-venture and cooperative joint-venture affairs; • Sale and purchase of real properties projects; • Due diligence, cross-border mergers and acquisitions; • China Attestation of documents for use in China.

“We have a professional team of solicitors and supporting staff who are dedicated to uphold the spirits of law. We pledge to provide the highest calibre of legal services to our clients at reasonable rates and to exceed their expectations. We care the interests of our clients. We value the long-term relationships we cultivate with each other.

Commercial • Business acquisitions or sales; • Corporate secretarial services; • Commercial agreements, such as agency and distributorship agreements, joint venture agreements, franchising agreements, and so on; • Formation and dissolution of partnerships; • Shareholders’ agreements and disputes; • Legal advice on employment issues; • Loan and mortgage transactions; • Sales of goods.

“As the Senior Partner of the Hui & Lam, I invite you to explore our website to learn more about our firm and how we may assist you. You are most welcome to contact us for consultation. We look forward to meeting you in the future.”

Conveyancing • Conveyancing and property transactions; • Bank mortgages; • Tenancy; • Building management.

Philosophy The company’s philosophy can be summarised as follows:

Corporate Finance • Initial public offerings; • Corporate restructuring, pre-IPO restructuring;


Leading Adviser 2015 - Hong Kong

• • • • • • •

Debt and equity securities offerings; Mergers and acquisitions; Debt restructuring; Corporate governance issues; Corporate compliance; Due diligence exercises; Share option schemes.

Intellectual property • Trademark, service mark and patent applications; • Infringement litigations; • Injunctions and search orders against infringement of trademarks; • Copyright and other intellectual property disputes.

Litigation • Civil litigations and arbitrations; • Insurance and personal injury cases; • Company liquidations; • Debt collections; • Commercial litigations; • Shareholders’ disputes • Injunctive relief; • Personal bankruptcy. Trust, wills and probate • Trust establishment and advice; • Tax planning; • Estate duty planning; • Probate and will drafting; • Applications for grant of probate and administration.

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Leading Advisers 2016 1601EG03

Sharon Pink, founder and director of Bid Dynamics, has been a leader in the industry for over 20 years, starting her proposal management career with the global IT services corporation Unisys. She was instrumental in introducing Unisys proposal centre operations into the UK and Europe and developing wide-ranging bid content and quality improvement standards. Sharon founded Bid Dynamics in 1999 and has built an international team of proposal specialists delivering proposal management, writing, reviewing and training services across UK public and private sector clients, particularly in defence, aerospace, healthcare, transportation, IT, recruitment, construction and facilities management. The team covers all aspects of bid strategy, development, production and review, with training, coaching and mentoring programmes for bid managers and all bid team contributors.

Company: Bid Dynamics Name: Sharon Pink E-Mail: sharon.pink@ bid-dynamics.co.uk Web: www.bid-dynamics.co.uk Address: 72b Tolcarne Drive, PINNER, Midx HA5 2DQ Telephone: 020 8582 2513 / 07876 228 254

Supporting companies and investors moving into the UK Core to the Bid Dynamics value proposition is the team’s knowledge and expertise of the challenges and opportunities facing companies that are on the move or expanding – whether through acquisition or relocation. Sharon Pink explains: One of the greatest challenges for any organisation is keeping bid and proposal development running steadily while the company goes through a merger, acquisition or major relocation. Whether you are staying as a self-contained division within the new company or undergoing a full integration of people and processes, with or without the complications of a physical move, your bid deadlines don’t care what’s going on around you…and the potential for disruption is huge throughout! We have supported bid teams and proposal centres through probably every permutation of this challenge… and we know how important it is for business owners that their people feel supported throughout while making sure the bid gets the right level of attention – and gets in on time! With change management and communications professionals in the Bid Dynamics team, we can help our clients make sure that every aspect of the merger or integration is fully planned and covered so nothing is missed. This takes into account all their current and upcoming bids so that these are resourced effectively and will maintain core quality and delivery standards throughout. We can provide skilled and experienced resources to cover every role in the bid or integration team – this is a key differentiator. Our HR and organisational development (OD) experts help clients assess their bid support capability, organisation and teams to prepare for a merger or integration, identifying and putting in place the optimum organisation for the new company and operating environment. We help assess skills and competencies to identify skills gaps and training needs to bring people up to the levels required. Our targeted integration services include coaching and mentoring in live bids to bring the new teams together. This is particularly valuable when companies are bidding in consortium or setting up joint venture operations that may include special purpose vehicles for the particular bid. With strong expertise in commercial management and dealmaking, the Bid Dynamics team supports clients across the full range of pre- and post-sales activity. Staying ahead of bidding trends and developments As the Bid Dynamics team is working across the UK and international bid worlds, we monitor and track the key trends in procurement, for private and public sectors and for all aspects of Government tendering.

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This means we can help our clients to be proactive in upgrading and upskilling their bid capability. Major trends in recent years include: Online portals squeezing the life out of your proposals Advances in technology make it much easier these days for procurement teams to collect and compare online submissions from bidders. While technology helps you to respond more easily to clients globally, so you can expand faster into new markets, the downside on bids is that portal submissions often just homogenise the responses. Your challenge then is make your business stand out from the competition – so that the personality of your business and your differentiators come through your answers. The burden of proof is upon you In all bids you need to substantiate whatever you claim. Advertising ‘puff’ is all very well – in adverts! To get the high scores, you need a strong evidence base. That means product/service outcomes, case studies, certificates and accreditations, KPI achievement reports and client endorsements. And yes this does mean eliminating a feature of bid writing that evaluators find really annoying: unless you can PROVE that your product or service is ‘unrivalled’, ‘unequalled’, second to none’ or ‘peerless’, don’t say it! By all means if your CLIENTS say any of that about your services, include it in large font! Otherwise, the delete button is your friend here… Another key trend is: Show us the people! No longer are client evaluators content to see only your account managers or business development team. Increasingly they will ask for presentations to include the services people from your organisation who will be delivering your solution. They want to see more field staff and on-site technical people. While those people may not be used to client presentations, it’s a great opportunity to showcase the breadth and depth of experience you have to offer across your company – and the Bid Dynamics coaching teams will make sure all your presenters are fully prepared and rehearsed! Lastly, another technology theme coming to the fore: check if social media is helping (or derailing) your bids. Evaluators WILL look at how you and your people present yourselves in networking sites such as LinkedIn. So check your profiles first! Make sure they are as well written and presented as your bids and that they give the right impression of your business. And yes, evaluators will check what is said about you and by you on other online media sites such as Twitter and Facebook. Tweeting ‘in a personal capacity’ may be a good disclaimer but if anyone’s talking about your business, make sure you’ve seen it first and know what’s out there.


Leading Advisers 2016 1601AC07

KINGLAI Group Company: Kunshan KINGLAI Bioclean Applied Materials Co., Ltd Web Address: http:// en.kinglai.com.cn/index.html Address: Lufeng West Road, Lujia Town, Kunshan, Jiangsu 22, China Telephone: +86 512 57871991

Kunshan KINGLAI Bioclean Applied Materials Co., Ltd. (hereinafter referred to as KINGLAI Group), WAS founded in 2000, and is a manufacturing-oriented enterprise mainly engaged in R&D, production and sales of bioclean applied materials with high-purity stainless steel as the base metal.

Their main products are key components for bioclean fluid pipeline system and ultrahigh vacuum (UHV) systems, including vacuum chambers, sanitary pumps, valves, flanges, pipeline and pipe fittings, and so on. The company’s products are mainly applied in fields which need processing pollution control as biopharmaceuticals, electronic cleaning and food. Through more than ten years of unremitting effort and experience, KINGLAI Group was successfully listed on SHENZHEN STOCK EXCHANGE in September 2011 and has become a professional supplier for the worldclass vacuum equipment manufacturers. KINGLAI Group specialised in the R&D, manufacturing and sales of bioclean applied materials for processing pollution control in the food industry before 2002. As the bioclean applied materials (meeting ASME BPE standard) for processing pollution control in the biopharmaceutical industry was successfully developed and launched on the market in 2004, KINGLAI Group became the first enterprise with double certifications (pipeline and pipe fittings) by ASME BPE in Asia in 2013. The bioclean applied materials for processing pollution control in the electronic cleaning industry were unveiled in 2006. In possession of numerous core technologies involving new material, precision machining, surface treatment, cleaning room, ultrahigh vacuum, and so on, KINGLAI Group is one of the few manufacturers with a complete technology system among the peers in China and indeed takes the lead in the same industry internationally. The technical indicators including base metal purity, machining precision, welding technique, surface roughness and final vacuum of the products reach the advanced level at home and abroad. The products meet a series of international standards and norms including SEMI, ASME BPE, 3-A, and so on, conforming to the industrial standards of ASME and SEMI, and has

won recognition from internationally-renowned clients such as Intel and so on. As a member and a director unit of ISPE, SEMI, CCCS and Jiangsu Vacuum Society, KINGLAI Group has successively passed PED certification implemented by TÜV (German), 3-A sanitary standard certification by 3A Corporation (the US) and ISO9001:2008 certification by BSI (the UK). KINGLAI Group covers an area of 90,000 square metres in total, has fixed assets of USD 12 million and 800 employees. They insist on the policies in the environmental governance as follows, by: • Making rational use of resources and reduce energy consumption. For example, improving the oil pressure of water recycling equipment; • Carrying out national standards, for example, the company makes use of water treatment equipment to make wastewater stay in the regulating reservoir, ensuring that the subsequent biochemical treatment effects are stable while there are no arrears of pollution discharge fees; utilising spraying technology to effectively treat the waste gas generated in the working process, thereby making the discharge meet relevant standards; • Developing noise control technologies and equipment such as sound insulation, sound prevention and sound elimination such as compartment project and suspension technology; • Realising green production. Choose the flowers, grass and trees suitable for the characteristics of the company in order to purify the air and beautify the environment. KINGLAI Group is not only one of the few researchers and manufacturers of bioclean applied materials covering the three major application fields of electronic cleaning, biopharmaceuticals and food, but is also a high-tech leading factory in the industry of clean stainless steel due to owning several patents in China. Company Culture “Realism” is one of the firm’s corporate values, which contains elements of honesty, trust, integrity and mutual respect for example. Integrity represents the character of their business, but also the business will comply with internal and external operation concepts and enterprises. “Modernization” is their corporate mission, they focus on clean applications made outside of the industry, while also continuing to innovate, because the products and technologies necessary to keep up with the times demand this. “Professional” is their business strategy and goal, they provide quality assurance, on behalf of their products they have strict requirements for high standards, and strive to become a domestic product quality benchmark company. In addition to product requirements, they will provide the most diverse product advice to give customers the best quality service possible.

Acquisition International - February 2016 89


Foreign Investment in Chile 1512AC06

Foreign Investment in Chile Founded in 1991, Albagli Zaliasnik is one of Chile’s leading full-service law firms, specialising in corporate law, litigation, as well as industrial and intellectual property law. We invited Rodrigo Albagli from the firm to talk us through the firm’s work and how it reached its position within the Chilean legal market.

Company: Albagli Zaliasnik Name: Rodrigo Albagli E-Mail: az@az.cl Web Address: www.az.cl Address: Miraflores 130, Santiago de Chile Telephone: (56 2) 2 4456000

Albagli Zaliasnik’s highly respected status, both on a national and international level, is rooted in our unique perspective and approach to legal services combining innovation, prevention and a comprehensive outlook to create an entirely new work model which focuses on each stage of development of the company at hand, whether it is a start-up, family business or a corporation. In this way, we are able to respond to the current needs of companies and individuals so that they can face the future more competitively and better informed, ensuring their development through fullservice solutions that guarantee better results. Overall, the firm’s greatest strength derives from our experience working with international clients- over 70% of our clients include international companies. As the exclusive Chilean member of GALA, with Partner Ariela Agosin as President of the alliance for the Americas, the firm has progressively expanded its operations through solid relationships with associate firms in over 60 countries, allowing us to provide support to clients seeking to invest or develop their businesses abroad, including in new markets, while ensuring quality service in each jurisdiction in which they operate.

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Currently the Chilean market is an attractive environment for foreign investors, as the economy is expanding aided by national policies. The ecosystem of innovation and entrepreneurship in Chile is thriving thanks to programs such as Start-Up Chile, which has attracted numerous venture capitalists and entrepreneurs into the market. This in turn has created many opportunities for us to actively participate in this ecosystem by counselling start-ups and venture capital funds in all their stages of business development. Chile is also seeing an increase in regulations and sanctions. Consequently, the relationship between companies and the state has become more complex. These recent developments have opened the doors for unique full-service firms like ours who are capable of not only providing litigation but also legal compliance services. Ultimately, the firm’s success is based on our ethos, which is all about innovation. We have redefined the way we provide legal services and have created innovative solutions for our clients that set us apart from the rest. The key is to anticipate the market and regulatory changes. By taking preventative measures, our clients are one step ahead and avoid possible unintentional regulatory breaches, thus saving them further financial burden, reputation, and other resources.


Hungary: A Soaring Economy, Beating the Odds 1602JC01

Hungary: A Soaring Economy, Beating the Odds

Company: Barkassy Grünfeld Name: Loránd Barkassy-Grünfeld E-Mail: office@barkassygrunfeld.com Web: www.barkassygrunfeld.com Address: 1092 Budapest, Ráday ucta 19. Telephone: +36 1 210 0768

Barkassy Grünfeld is a “new-wave law firm” which breaks the traditional approach of counselling and introduces new progressive concepts in pricing and legal services. Barkassy Grünfeld is located in Budapest and provides services not only for Hungarian but also for international enterprises. The primary ambition of the law firm is to build a network with regional coverage to help middle sized enterprises to enter European or even international markets and to make cross-border transactions bearing in mind that they have a solid legal support in the background. Barkassy Grünfeld is the first law firm to launch and later operate a network of lawyers with different and diverse professional backgrounds and expertise. The members of the network simultaneously work on the same legal problems which Barkassy Grünfeld calls “multiprocessing”. Multiprocessing is a unique working method which may guarantee a nearly perfect outcome since dozens of lawyers will elaborate one single legal issue. Recruiting one of the members of this multiprocessing network is constantly underway. In Central and Eastern Europe including Hungary, there are great opportunities in the real estate sector. Economic fluctuations in the region often lead to uncertainty in the property development and investment markets and many investors leave great opportunities on the table. However, Hungary having an ever more improving economic outlook, might offer great acquisition and investment opportunities for both international and domestic investors. The vacancy rate in office space is in a constant decline and will soon drop below 15% so there is an increasing demand for office space. There is an expansion in industrial space demand also thanks to the high technical standard of warehouses and the improving road-system which boosts the industrial property market. The shopping centre density in Budapest is still the lowest in the region giving room for new developments; however there are some construction limitations in force affecting the

construction industry in Budapest, the limitation is however expected to vanish soon. In an ever more virulent property market in Hungary, Barkassy Grünfeld offers a wide range of legal services for individuals and legal entities. After the economic crisis in 2008 there was a massive economic downturn in Hungary just like in other European countries. Hungary’s GDP contraction in 2009, in the first year after the economic crisis reached 6,3% and as a result of the restoration the Hungarian economy returned to the 2008 GDP level and today it has been put on track and is increasing annually by 2% on average. In terms of the key factors behind the impressive growth of the country’s economy the manufacturing and agriculture industries have been the main drivers in recent years. In the upcoming years the construction sector, tourism sector and retail sales may also contribute to the economic improvement of the country. Barkassy Grünfeld as a legal service provider in Hungary supports the domestic and international investors engaged in manufacturing, real estate developments and the construction sector. The law firm provides a general professional legal background to help international and domestic companies to have a smooth and stable operation in the Hungarian legal environment. The Hungarian Government is committed to creating ideal circumstances for private companies in order to increase their share in the Hungarian gross domestic product, nevertheless the private sector is already a great performer in the country. The strength of the private sector has a great influence on the overall economic performance of the society. Therefore, investors may expect that governmental subventions will continuously be provided by the Hungarian Government in the upcoming years. For instance, the Hungarian National Bank is operating a so called loan growth programme. Barkassy Grünfeld provides legal support to companies in order to participate in such financial subvention programmes. Acquisition International - February 2016 91


Latin America Series: Guyana 1511AC16

De Caires Fitzpatrick and Karran Company: De Caires Fitzpatrick and Karran Name: Melinda Janki E-Mail: mmjanki@yahoo.co.uk dfklaw2@gmail.com Address: 79B Cowan Street, Georgetown, Guyana Telephone: +592 2261126; +440759615444

Latin America Series: Guyana De Caires Fitzpatrick and Karran is one of the most prestigious law firms in Guyana, specialising in corporate/commercial work including securities and land issues. Melinda Janki from the firm talks us through how the challenges it has overcome to reach the top of its industry within this dynamic region.

De Caires Fitzpatrick and Karran are the leading utilities lawyer acting for the national electricity company as well as the main telecommunications provider. We are also the leading law firm in the oil and mining sector. We have a solid client base in banking and insurance, aviation, forestry and trusts. Our region, Guyana, provides new opportunities for investment in the oil sector whether this is upstream, midstream or downstream as well as in the support industries. At the same time Guyana is pursuing a low carbon development strategy which provides significant opportunities for carbon offset schemes, renewable energy and high-value end products. There is also significant scope for ethical investment in indigenous products. Despite current low prices for commodities, mineral exploration and production are key drivers of economic growth in Guyana.

Our clients Exxon recently made a major off-shore discovery of oil. We have a long standing relationship with the oil sector and have acted for other Texaco and Sol. I have previously worked in-house for British Petroleum in their headquarters in London and subsequently provided advice to the Baku-TblisiCeyhan Pipeline Consortium as well as the South Caucasus Pipeline. We also act for a significant part of the local gold mining sector which is currently benefitting from increased investment and better performance. As such we have a unique combination of experience, skills and knowledge which enable us as a firm to provide a complete service to any client wishing to set up and run a successful business in Guyana. We provide a swift business start-up service, and we are experts at putting together the most appropriate investment vehicle, dealing with the acquisition of land and other assets, advising on security and enabling investors to navigate successfully through the regulatory maze. Looking to the future, the firm is poised to grow with the economy and we expect to expand further into the Caribbean.

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Resolving Franchising Disputes in the UK 1602CG41

Resolving Franchising Disputes in the UK Franchising is the granting of a license by a franchisor to a franchisee, which entitles the franchisee to operate their own business using the franchisor’s brand, systems, knowhow and business model. It is a close relationship under which the franchisee receives initial training and, crucially, ongoing support to establish a previously untrained person in the business. When a dispute between franchisor and franchisee arises the stakes can be high. For a franchisee the franchise can be his entire livelihood. Most franchise agreements contain non-compete and compulsory sale clauses, which bite when the agreement ends meaning that a dispute may lead to the loss of a franchisee’s business without compensation. For the franchisor if a dispute undermines brand and knowhow it will risk the whole foundation of the franchise, severely hindering the franchisor’s ability to retain or recruit other franchisees. If not handled carefully, a dispute with one franchisee can often expand into a dispute with several franchisees or the entire network.

Company: Stevens & Bolton LLP Name: Sarah Murray and Nicola Broadhurst E-Mail: sarah.murray@ stevens-bolton.com nicola.broadhurst@ stevens-bolton.com Web: www.stevens-bolton.com Address: Wey House, Farnham Road, Guildford, GU1 4YD Telephone: 01483 302264

Preventing a dispute starts with the agreement; franchisors need to seek expert legal advice to ensure that the agreement is drafted carefully, precisely and, ideally, in line with the British Franchise Association’s Code of Ethics. Further, the franchisor’s whole recruitment process, marketing literature and website content should be tightly drafted and controlled, to reduce the potential for claims such as misrepresentation. Franchisees should be encouraged to seek expert legal advice on the franchise agreement, and independent financial advice on the business plan and financial prospects of the franchise offering.

When a dispute arises it is important for both sides to have a clear idea of what they want to achieve. Legal advice with a clear commercial focus on options and strategy should be sought. This should be done quickly, particularly in cases where there is a threat of non-compete clauses being breached, or IP being misused (in which case injunctive relief may be appropriate). It is however important to remember that protracted and expensive litigation is rarely in anyone’s interests. It follows from the above that expert legal advice is a crucial part of any franchisor’s risk management strategy. Stevens & Bolton LLP is one of the UK’s leading national law firms with 36 partners and over 200 staff. We advise a number of the top 100 and other UK FTSE companies, as well as many other substantial international groups. The franchising team has a broad range of experience in commercial agreements, competition law, intellectual property issues and dispute resolution, including international arbitration. It is experienced at preparing comprehensive and robust franchise agreements, and also dealing with franchise disputes quickly and confidentially, to ensure that their impact on the client’s business is minimised as far as is possible.

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Growth in UK M&A Appetite – a Risky Business? 1512WO06

Growth in UK M&A Appetite – a Risky Business? KPMG forecasts published in September 2015 projected that appetite for M&A deals in the UK over the next 12 months would outstrip both the US and the rest of Europe (with appetite in the UK, based on forward price/earnings ratios, expected to increase by 13%, compared to just 6% in the US and 8% in the rest of Europe).

Company: Mayer Brown Name: Joanne Maitland E-Mail: jmaitland@mayerbrown.com Website: www.mayerbrown.com Address: 201 Bishopsgate, London, EC2M 3AF, U.K. Telephone: +44 20 3130 3493

KPMG forecasts published in September 2015 projected that appetite for M&A deals in the UK over the next 12 months would outstrip both the US and the rest of Europe (with appetite in the UK, based on forward price/earnings ratios, expected to increase by 13%, compared to just 6% in the US and 8% in the rest of Europe). With deal teams often working to incredibly tight schedules to “get the deal done”, we look at the risks associated with accelerated negotiations from a UK contract law perspective, focusing particularly on recent case law which suggests that courts have little sympathy for parties trying to step back from a bad bargain post-completion, and the practical steps that parties should take in order to minimise these risks. The risks of a rushed deal: a UK contract law perspective When faced with recent disputes over the terms of commercial contracts, the courts have proved unwilling to sympathise with parties who have been unwise in their negotiations, instead making it clear that they will not apply commercial common sense simply to rewrite a bad bargain (Arnold v Britton [2015] UKSC 36; Wood v Sureterm [2015] EWCA Civ 839). This marks a subtle but significant shift by the courts, who traditionally stressed the importance of commercial common sense as an aid to contractual interpretation, leading some commentators to criticise what they perceived to be the erosion of the line between merely interpreting a contract and effectively altering it (Investors Compensation Scheme Ltd v West Bromwich Building Society [1998] 1 WLR 896; Chartbrook Ltd v Persimmon Homes Ltd [2009] 1 AC 1101; Rainy Sky SA v Kookmin Bank [2011] UKSC 50). Specifically, in the case of Arnold v Britton, the Supreme Court held that when interpreting a contract, commercial common sense must not undercut the importance of the actual words used and cannot be invoked retrospectively. The court’s view was that “the mere fact that a contractual arrangement, if interpreted according to its natural language, has worked out badly, or even disastrously, for one of the parties is not a reason for departing from the natural language”. This is not to say that commercial common sense will not be applied by the courts, but that lesser weight may be given to it, with the courts favouring the natural meaning of the words used, regardless of whether or not this results in a bad bargain. Similarly, the courts have re-enforced in recent cases their reluctance to imply terms into a contract simply to make it a fairer one, instead choosing to uphold the principle of freedom of contract, implying terms only where necessary, rather than reasonable (Attorney General of Belize v Belize Telecom Ltd

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[2009] UKPC 10; Rosserland Consultants Ltd v Credit Suisse International [2015] EWHC 384 (Ch)). Minimising the risks: practical considerations 1. Heads of terms to be reviewed by parties’ legal counsel at an early stage Parties will often involve their lawyers in a deal once the heads of terms have been negotiated and agreed. However, the advantages of involving legal counsel at an earlier stage, whilst these discussions are still taking place, should not be overlooked. Involving lawyers (or at least enabling them to have sight of the draft heads of terms) will help to ensure that the key contractual provisions are considered and dealt with at the outset, particularly those most likely to result in future dispute, for example the nature of the warranties given (and how these relate to any relevant warranty and indemnity insurance, to the extent taken out) and any termination rights to be granted between exchange and completion. 2. Beware of “agreements to agree” Where parties enter into fast-paced negotiations with a view to completing a deal within a tight timeframe, key provisions can sometimes be left “to be agreed on later”. Particular care needs to be taken with this approach as “agreements to agree” are generally unenforceable under English law (Walford & Others v Miles & Another [1992] AC 128). However, where parties can identify certain specific aspects of a deal that are to be negotiated post-completion, it may be possible to draft the relevant contractual provisions so as to minimise the risk that they will be unenforceable. For example, the following provisions were found by the courts to be sufficiently certain to be enforceable: (i) an undertaking to negotiate in good faith the amount of certain “reasonable costs” payable (Petromec Inc Petro Deep Societa Armamento Navi Appoggio SpA v Petroleo Brasileiro SA [2005] EWCA Civ 891); (ii) a time limited obligation to seek to resolve a dispute by “friendly discussions” prior to referring the dispute to arbitration (Emirates Trading Agency LLC v Prime Mineral Exports Private Ltd [2014] EWHC 2104 (Comm)). 3. All contractual terms should be clear on the face of the document When it comes to drafting the relevant transaction documents, parties and their lawyers should opt for clear, simple drafting, rather than multi-layered, heavily-negotiated wording. Given (i) the recent shift away from commercial common sense as an aid to contractual interpretation, (ii) the difficulty in persuading a court to imply a contractual term, and (iii) the fact that previous negotiations between the parties are generally inadmissible when courts are asked to consider a contractual dispute, the parties should ensure that all of the relevant terms of the contract are clear on the face of it. Joanne Maitland is an associate at international law firm Mayer Brown


The Pros & Cons of Employee Stock Ownership Plans 1512WO06

The Pros & Cons of Employee Stock Ownership Plans An Employee Stock Ownership Plan and Trust (ESOP) can produce greater commitment and productivity from employees and, in turn, greater fair market value of a corporation, provided that employees understand how their work affects the creation of such value. In order to generate these intangible benefits of broad-based employee ownership through an ESOP, the employer must develop a work environment that promotes responsibility for the success of the employer’s business plan, controlling expenses, and maximizing revenues.

Name: David R. Johanson Tara H. Shine Company: Hawkins Parnell Thackston & Young LLP Address: 1776 Second Street, Napa, CA 94559 Telephone: (707) 225-2986

An ESOP provides benefits to participating employees without wage reductions and an opportunity to provide input regarding certain corporate matters. An ESOP may provide very good retirement benefits based upon the performance of company stock and the economy. ESOP benefit payments also are eligible for favorable tax treatment upon distribution (i.e., rollover to an IRA or other eligible retirement plan). As a technique of corporate finance, the ESOP can be used to raise new equity capital, minimize equity dilution by issuing a special class of preferred stock, refinance outstanding debt, and acquire companies, and in connection with the spinoff of a division or corporate expansion. The sale of company stock to an ESOP also may be used to facilitate partial or complete ownership transition and can be combined with or offered in addition to a 401(k) plan to attract employee equity into a company. Because contributions to an ESOP are tax deductible (subject to certain limits), an employer can fund both the principal and the interest payments on an ESOP’s debt service obligations with pre-tax dollars. Furthermore, for S Corporations only, all future corporate income is “passed through” to the ESOP, which is tax exempt.

An ESOP provides a market for stock of a closely-held company and is a versatile financial and motivational tool that can be used by a selling shareholder to obtain substantial tax benefits. Subject to satisfying a number of specific rules under the Internal Revenue Code of 1986, as amended (the “Code”), a shareholder of a closely-held C corporation may be able to sell stock to an ESOP, reinvest the proceeds in other securities and defer taxation of any gain resulting from the sale. Although ESOPs may provide a host of advantages, it should be noted that plan administration costs and expenses are typically greater than those associated with other retirement plans due to the need for independent ESOP advisors and independent valuation of company stock. Through the implementation of an ESOP, the corporation aligns management’s interests with the shareholder owners. As such, this motivates the performance of employees and creates meaningful incentives. Also, an ESOP, like most employee benefit plans, is designed to benefit employees who remain with the employer the longest and contribute the most to the employer’s success.

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Top 50 Consultants 2016 1602BW073

Top 50 Consultants 2016 Company: Adrian Ashton Name: Adrian Ashton E-Mail: adrian_ashton2@ yahoo.co.uk Web: www.adrianashton.co.uk Address: 92 Burnley Road, Todmorden, OL14 5HX, UK Telephone: 07786 492313

Adrian Ashton a highly regarded provider of advice, consultancy, training and research to various types of businesses, and was named as one of the UK’s Top 10 Business Advisers by Enterprise Nation. We spoke to him to find out more about his approach, and get his insight into why consultancy is so crucial for businesses. When dealing with clients, I always try and structure my support openly and with clear routes through which clients can raise any concerns they may have about my support. Personally, I’d rather refer them to a colleague or other agency if it becomes apparent that I’m not best placed to meet their specific needs, rather than try and ‘soldier on’, as this does no one any favours in the long run.

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Through all of these (and other) interventions, consultancy helps clients to gain additional perspectives and a ‘critical friend’ to help them make better informed decisions about their future.

Furthermore, I also try and use stories to illustrate concepts and ideas to help clients better relate to them, and simple analytical frameworks to facilitate what may otherwise be sensitive and difficult discussions.

Across the corporate landscape, consultancy can often be under-valued. Moreover, cuts in funding to help businesses access it mean that there is an increasing risk that parts of the wider economy could begin to ‘stall’ from not having the stimulation and catalysing effect on their growth and further creation of different types of wealth. From my perspective, there is generally poor education about what it takes to be a successful entrepreneur and grow a successful enterprise.

In order to achieve the best results possible, I always seek to take a responsive and dynamic approach to working with clients around their needs and cultures. In some instances, this helps them identify and secure appropriate finance, whereas in others it’s about supporting them while they introduce new products and services. Sometimes it can simply be about helping people gain the confidence and assurance in their own decision making abilities.

As well as developing new models of support through which I can offer support to clients (#beermentoring has always proved popular with many!), I’m also the only freelance consultant globally to openly publish an annual ‘social impact’ on myself. This demonstrates the extent to which my business practices have supported the local economy, how I’ve mitigated my environmental impact, as well as other responsibility and sustainability measures.


Africa on the Rise 1512JC09

AVT Group S.A Company: AVT Group S.A Name: Miguel Sanana

Africa on the Rise Based in Angola, Miguel Sanana is a lawyer, businessman and General Manager of AVT Group S.A, who are a travel and car rental agency. We spoke to him to find out more about his company, as well as the myriad investment opportunities in his region.

In our market, one of the most prominent trends is tourism. Across the continent, there is also much needed investment in areas such as agriculture, green energy and the mining industry. Angola is no exception to these demands, yet most of the investment primarily goes into oil and gas. Despite the opportunities of this sector, we would like to see more investment across different areas, and would invite investors from any background to invest in Angola. At AVT Group S.A, all investors in Africa are welcome and we do our utmost to help them achieve their

goals, whatever they may be. Africa is a continent that is always changing, and we cannot move forward without international investment. One of the many promising opportunities in the agriculture sector is in soybean, but unfortunately we cannot find anyone who would like to invest at this point. Looking further into 2016, we expect this year to have promising results, primarily due to the oil prices which we expect to benefit from greatly. We expect to grow by 50% each year, and we expect to have more invest in hotels in the near future, and look forward to welcoming even more tourists to Angola.

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Intellectual Property – what’s your focus?

Intellectual property law is a vital tool in the creation and protection of dynamic business assets and Edwin Coe’s Intellectual Property team combines dedicated IP specialists and heavyweight litigators. We provide a full service from the acquisition, exploitation and protection of intellectual property, through to its commercial use and the handling of infringement and other contentious issues. Edwin Coe LLP | 2 Stone Buildings | Lincoln’s Inn | London | WC2A 3TH t: +44 (0)20 7691 4000 | e: info@edwincoe.com | edwincoe.com

Contact: Simon Miles Head of Intellectual Property e: simon.miles@edwincoe.com Nick Phillips Partner e: nick.phillips@edwincoe.com

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Reaching Pakistan’s Potential 1512AC15

Company: Irfan and Irfan Name: Maria Farrukh Khan Address: International Intellectual Property, Protection Services/ Attorneys (Opposite Ferozsons Bookstores), 85-The Mall Road, Lahore-54000, Pakistan Tel: + (92) (42) 3628 5571-74 E-Mail: email@irfanandirfan.com Website: www.irfanandirfan.com

Reaching Pakistan's Potential Irfan and Irfan has been one of the leading practitioners in Pakistan in corporate law. Established in 1983, their team of dedicated highly trained lawyers and barristers been the go to choice for both national and international clients. Their partners and associates have assisted companies in matters of arbitration, litigation, banking, mergers and acquisitions, competition law/ anti-trust matters, labor law and franchising. The firm’s Maria Farrukh Khan lifts the lid on the changes in the Pakistani business market since 1983, the firm’s financial performance this year and what separates them from their competitors.

Since your firm’s establishment in 1983 what changes have you seen in the market? The only constant has been change. Pakistan has gone through considerable political upheaval, from Martial Law in the 80s to a return to democracy in the followed by quasi-military rule for the early two thousands and back again to a democratically elected government. In all this time, we have seen a reversal of nationalization of industries in particular banking. Foreign funding has led to macro-economic growth. The recent accord signed between Pakistan and China is expected to bring in $45 billion dollars with majority going into power projects. However, there still remain strong barriers to entry. The government for its part has taken steps in the right direction. New schemes are coming in place to increase the tax net, whereas in 2010, the Competition Commission of Pakistan was formed to regulate on anti-trust and competitions matters.

What separates you from your competitors and marks you out as the best option for your clients? Our attention to detail, friendly/empathetic staff and timely services provide cost-effective and quality work for our clients. Our resolve to offer the best, competent and relevant services are unmatched. Moreover, our lawyers have varied and diverse backgrounds ranging from science to accounting in order to deal with an ever expanding client base. Please tell us about what the future has in store for your firm. What are your plans for 2016 and beyond? As Pakistan moves towards the recent deals with China, our outlook for the country is positive. While there might be exits from the country, we do see local or other international companies stepping in to fill the void. As a result, they would need expertise from professionals like us with extensive experience. We will continue to provide the high quality service that clients have come to expect from us.

Please tell us more about your firm’s financial performance this year. What do you believe are the reasons behind its success? The firm did well this year. Our highly trained staff distinguishes us from our competitors which are in a position to give quality and timely service to our clients. ? The international qualification of most of our lawyers makes them well suited to fulfilling the needs of our varied international and local clientele.

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DTY15018

Deal of the Year: Secondary Buy-Out of the Year: Private Group led by Pamplona Capital Management/Partner in Pet Food Kft Partner in Pet Food Kft is a consumer growth company with a strong management team, specialising in both branded and private label pet food. CEO Attila Balogh talks us through the deal and provides us with a unique insight into the pet food market. Company: Partner in Pet Food Kft Name: Attila Balogh Website: www.ppfeurope.com

Partner in Pet Food (PPF) is one of the largest consumer pet food companies in Europe, operating in over 31 countries. We operate numerous factories around Europe, including three in Hungary, three in the Czech Republic, two in the Netherlands and one in Slovakia, giving us an extensive reach and presence within the European market.

After I joined the company in 2009 we strengthened the existing management team, with the majority staying with the firm in the years since. Having a strong and experienced management team was particularly vital during the sales process last year, when Pamplona Capital Management purchased the firm from our former partner Advent International.

Our traditional focus has been on private label pet food, although we have now successfully expanded into branded pet food with brands including PreVital, Propesko and Dax. These brands, which we have developed and built ourselves, have delivered strong growth over the last few years. We offer products for both cats and dogs in a variety of recipes and packaging formats.

The pet food industry in Europe is highly competitive, with many companies vying for sales from increasingly demanding consumers who are focused on the nutritional benefits of our products. PPF has a unique offering in this market thanks to our strong management team, focus on growth, commitment to quality and innovation combined with our dedication to customer service.

The firm is managed as a fast moving consumer goods (FMCG) company. The management team, including myself, all have considerable experience working with big brands in FMCG companies such as Kraft, Mars, Danone, Tchibo and NestlĂŠ. This gives us a strong knowledge of consumers and an excellent understanding of how to market and produce our products.

These factors all played a big part in making PPF an attractive asset during the sale, as did our track record of delivery. Since 2009 the firm has set a new record for sales and profits each year. This strong year-on-year growth led many firms, including those that had previously not succeeded in partnering with the company during Advent’s takeover four years ago, to take a greater interest during the sale, making the deal process highly competitive. However, the management team are very experienced at working through a transaction of this kind, which meant that we were able to ensure the smooth running of the business throughout the process without a deterioration of performance. Because the firm was viewed as an enticing proposition, throughout the deal process there was a great deal of interest from potential buyers from across the corporate landscape. This presented us with a challenge as we researched and examined each offer. However, we were fortunate that the management team had an excellent relationship with our partners at the time, Advent, who assisted us throughout the process alongside our advisors J.P Morgan, providing us with invaluable guidance and support. During the four years that PPF partnered with Advent the firm delivered a significant increase in shareholder value. It was this strong track-record of value creation that helped the firm to secure the deal with Pamplona.

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Secondary Buy-Out of the Year: Private Group led by Pamplona Capital Management/Partner in Pet Food Kft

During the year since the transaction we have formed a strong working relationship with Pamplona, and are keen to continue benefitting from the partnership in the future. Having a strong relationship with our partner and sponsor firms has enabled us to conduct two highly successful transactions and we are keen to build on our relationship with Pamplona in the future. Within our industry we are currently seeing a lot of changes, as customers become increasingly demanding, viewing their pets not just as working animals, for protection etc., but as family members. This change has led to increasing client awareness of the content of their animals’ food. As a result of this standards in the industry have risen to such a level that pet food is often of the same, or even better, quality than that meant for humans. Therefore as a firm we have a strong commitment to the quality of our products, and a keen focus on client service to ensure that we are fully aware of consumer preferences. The management team’s strong background in FMCG products has helped the firm to drive high growth rates, and the innovative approach we take to every aspect of our work ensures that we stay constantly ahead of our competitors. The industry itself has changed a great deal over the years. However it is still highly competitive as consolidation increases, driven by the acquisition of less competitive businesses by companies such as ours. This has provided consumer growth companies such as PPF with a number of opportunities and challenges. Through our commitment to innovation and constant innovation we have flourished, and we look forward to continuing this in the years to come. Moving forward, Pamplona is keen to support the continued growth of PPF. We remain eager to explore further opportunities for expansion into new markets and product areas. Our aim is to continue with our impressive rate of growth and our past performance makes us confident about the future for our company.

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Albania: Creating Conditions for Accelerated Growth 1512EG01

A member of Kreston International / A global network of Independent accounting firms

Company: Net-SFS Kreston Ltd. Name: Rezar Llukaçej Certified Auditor Partner/Administrator E-Mail: rezar.llukacej@net-sfs.al Web address: www.net-sfs.al Address: Rruga “Muhamet Gjollesha”, Shkalla B, Kati i 6-të, Ap. B-6, pranë Qendrës Tregtare Ring, Tirana, Albania Telephone: 00355 4 2202009/2010 Mobile: 00355 69 20 94490

Albania: Creating Conditions for Accelerated Growth Net-SFS Kreston is a financial services and consultancy provider with careers available in Accounting, Tax, Auditing and other related services. The services they offer include assistance with the establishment of the company, bookkeeping services, tax compliance services, payroll services, preparation of annual statutory financial statements, general tax advisory services, legal advisory services, auditing services and other assurance services, as well as preparation of business plans and due diligence.

Mr. Rezar Llukaçej is the partner and the administrator of Net-SFS Kreston and aims for the firm to become a leading provider in financial and consultancy services. In an interview, he explores Albania’s aspiration to achieving prosperity and integration into the EU, some of the key trends emerging within the Albanian economy and how the firm is able to assist investors, entrepreneurs and management teams in doing business. What are your thoughts on Albania’s aspiration to achieving prosperity and integration into the EU? Adhering European Union, I think will bring better politics in Albania. Preparations for EU membership are also worth it because embracing the European acquis and joining the European Union will bring a real change in every Albanian citizen’s daily life. An efficient, independent and accountable judiciary and public administration will positively impact on the daily life of all Albanians, and will create more

favorable conditions for investment and economic growth. Economic reforms, will also contribute to consolidate macroeconomic, fiscal and financial stability in Albania. Structural reforms will help to create the conditions for sustainable economic growth, competitiveness and job creation. What do you see as some of the key trends emerging within the Albanian economy drawing on examples of any transactions which you have been involved with recently? During the last years, Albania experienced an increase in foreign investors’ interest in a wide range of sectors, with energy generation, telecommunication, cement production, mining, oil and industrial parks heading the list, infrastructure, real estate development. Although foreign direct investment has increased in recent years, overall levels still remain among the lowest in the region. Deeper structural reforms to diversify the economy and improve labor market flexibility remain critical for more broad-based economic development. Net-SFS Kreston is involved in giving consultancy to different groups of foreign investors who have invested in water production, energy production through power plants construction or renewable energy, extraction of oil, etc. I should accentuate that apart from favorable geographical position and climate, Albania is a very rich country in natural resources, which makes our country very attractive for foreign investors. How are you able to assist investors, entrepreneurs and management teams in doing business or looking to do business in your country? Every foreign company or group of investors who wants to invest and to do business in Albania is interested first of all to know better the economic and legal environment where is going to invest and the best financial strategies and solutions on how and where to be positioned in the market, which is the best legal form to operate, what are the state requirements regarding the taxes and other fiscal liabilities, what are the costs that accompany his business approach, what are the costs for the employees and how to better manage its finances, etc. At Net-SFS Kreston any investor can find the best answer for all the above issues and other more related.

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Best Growth Business Accountant – Nottinghamshire ??

Best Growth Business Accountant – Nottinghamshire John Harrison and Company have offices in Worksop, Nottinghamshire and are close to the major population centres of Sheffield, Rotherham and Doncaster as well as Nottingham and Derby. With modern technology, we are able to support clients in all areas of the United Kingdom and further afield.

Company: John Harrison & Company Name: John Harrison E-Mail: John@johnharrison.co.uk Web: www.johnharrison.co.uk Address: 78 Carlton Rd, Worksop, Nottinghamshire, S80 1PH Telephone: 01909 472310

Tax compliance work is very price competitive largely due to low computer costs and the effect of unqualified accountants. Many self-employed people now file their returns online and as the term ‘accountant’ is not protected in the way that a ‘solicitor’ or ‘doctor’ is anyone can buy a computer and call themselves an accountant. Through ignorance of the standards that they should apply they charge far less for their services than ‘qualified ‘accountants do. It was obvious that the services offered by tax practitioners had to be radically reformed for them to be valued by their clients again. Most clients have little understanding of finance and tax and one of the major causes of business failure is the failure of small business owners to understand the financial relationship that exists between their cost drivers and revenue streams so they are unable to make a healthy net profit. To overcome this problem we came to the conclusion that if we were able to reduce the cost of bookkeeping, accounts preparation and tax compliance by automation, we could introduce a Financial Management System which would take care of all of the financial matters that small businesses find impossible to deal with now and provide them, no matter how small their business, with an outsourced finance department headed by a Chartered Accountant which dealt with all of their tax compliance and any other financial matter which might come up. The package of services is paid for monthly, year-end accounts and tax returns are completely free of charge which is very difficult for competitors to undercut! We believe that delivering a good tax service is not just about having the best software available and having a high level of technical knowledge but what is even important to our clients is the quality of service we give to them. The two things that distinguish us from our competitors are our mission and the service guarantees that we give to our clients for our work we do on their behalf. Our service guarantees come from the mutual commitments that we enter into with all of our clients. Through these we guarantee that our fees will be agreed in advance for all the assignments that we undertake; that we will always take their telephone calls; meet the deadlines and pay any penalties; interest and surcharges which might come from our shortcomings. On top of all that, our clients have a full no quibble money back guarantee if they do not believe our service is value for money. We are long standing members of 2020 Innovation, a group operating in the United Kingdom, USA and South Africa, who are leading consultants to the accountancy profession. 2020 are constantly researching new software and systems that we can

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implement to make sure that we are at the cutting edge of innovation. Almost everything we do is recorded in our systems manuals which are hosted in the cloud so they are available for everyone to access and we have computer programmes, templates, spreadsheets and documents for most tasks we have to perform which means that our new systems and standards are available to everyone in our practice. We are a very different type of accountancy practice and we are different in two main ways. Firstly, our sole commercial purpose is to increase the wealth of clients and secondly, we believe in delivering and guaranteeing the highest possible accounting service standards. Our company is unique in the accountancy profession in that we are the only practice that gives our clients a no quibble full money back guarantee. Our Mission is to increase the wealth of all those that we are privileged to serve. We have Profit Improvement and Business Cost Reduction programmes that are part of our Financial Management Service `which are designed to increase profits. Also we firmly believe that our clients should pay the least amount of tax that they are legally obliged to and we have a tax mitigation programme which is made up of a 21 point questionnaire that makes sure our clients pay the least amount of tax that is legally possible. I think the reason we won this award is the client service standards that we operate. I can’t imagine the tax returns and accounts look different to those prepared by other qualified accountants but the way we deliver our service certainly is. The money back guarantee that we give means that we always have to look at things through our clients’ eyes and make sure that their expectations are met. The strongest parts of our business are our people and our operating systems. All of our team are members of a professional body or are studying to become one. As we are a knowledge based profession, the more our collective knowledge increases the better we are at delivering professional services. Everyone has a professional development plan which is reviewed and updated annually and we are members of training organisations who help our tem develop their skills. All team members are talented individuals with key skills. In fact, many of them are specialists in certain areas, with a thorough and in-depth understanding of accountancy issues. They have a lifelong commitment to learning and personal development. Our plan for the future is to develop our Financial Management System as a ‘back office’ finance department so that we can handle all of their filing requirements and give them freedom to build their businesses.


Deal of the Year: Wasps Finance plc 6.5% Secured Bond Issuance ??

Company: WASPS Web Address: www.wasps.co.uk

Deal of the Year: Wasps Finance plc 6.5% Secured Bond Issuance Wasps, an English professional rugby union club and owner of the Ricoh Arena in Coventry, one of the UK’s leading sports, exhibition, conferencing and events arenas, launched in April last year an offer for its 6.50% Sterling Bonds due 2022.

Wasps owns and operates the Ricoh Arena, its new home which includes a 32,600-seater stadium, a concert venue of 40,500 capacity, hosting acts such as Coldplay, Take That and Bruce Springsteen, a 6,000sqm indoor facility that can host up to 12,000 people, as well as a casino, two restaurants, 121 room hotel and over twenty retail, food and beverage outlets onsite. The offering was for ÂŁ35 million 6.50% 7 year Secured Bonds, and these bonds are secured over Wasps Holdings and Arena Coventry Limited, including the Ricoh Arena.

Interest will be paid semi-annually on 13 November and 13 May in each year with the investment due to be paid back in full on 13 May 2022. The Bonds will trade on the Order book for Retail Bonds of the London Stock Exchange, offering investors maximum exposure and the chance for the best possible return on investment. The launch of the Bonds represents a vital source of funding for the team and, looking to the future. The team has won at least one of each of the major European and domestic competitions or knock-out tournaments in the past decade, and the additional funds raised from the bonds has provided them with the finance to develop the playing and non-playing sides of the business.

Acquisition International - February 2016 105


Microfin Plus Ghana Ltd Excellence and satisfaction is our Priority We help companies achieve their dreams by enabling them to effectively meet short term goals while at the same time helping them build the competencies and capabilities to fulfill their long term company vision.

microfinconsult.com info@microfinconsult.com

1602WO50


Cuba Comes in From the Cold 1512AC05

Cuba Comes in From the Cold Company: Bird & Bird Web: www.twobirds.com

Bird & Bird is a leading international law firm with a unique expertise in the Cuban market. We invited Hermenegildo Altozano, partner in the firm’s Madrid office, to talk us through this vibrant and dynamic region.

Bird & Bird is an international legal practice with over 1,100 lawyers and legal practitioners worldwide. We specialise in combining leading-edge expertise across a full range of legal services including but not limited to advice on commercial, corporate, EU and competition, dispute resolution, employment, finance, intellectual property, information technology, litigation, real estate and tax matters. As a business we provide legal advice across various industry sectors including aviation & aerospace, automotive, banking & financial services, communications, electronics, energy & utilities, information technology, life sciences, media and sports. This sector focus allows our clients to benefit from lawyers with exceptional expertise in the Cuban market. In this context, Bird & Bird is the leading overseas specialist law firm in foreign investments in Cuba and provides expertise in relation with trade and investment transactions in Cuba, including US extraterritorial legislation vis-à-vis Cuba. Since 1994 I have been heavily involved in the negotiation of some of the largest foreign investments in Cuba in energy (oil & gas and power), infrastructure (aviation, tourism), natural resources (mining, agribusiness) and telecommunications. Currently the business market in Cuba is growing, but still presents a number of challenges. Although following the announcement made on 17 December 2014 by President Obama and President Castro and the onward issuing by President Obama of the “Certification of termination of the appointment of Cuba as a state sponsor of terrorism” Cuba is becoming one of the preferred destinations for certain foreign investments, it is not possible to say that investing in Cuba is a simple and straightforward process. No doubt that the announcement made by President Obama and President Castro on 17 December 2014 represents the biggest impact on the way business is done in Cuba in the recent times, however other significant changes such as the increase of selfemployment (“cuentapropistas”) and cooperatives should be also highlighted The legal frame in Cuba departs from what is usual for market-oriented economies. Cuba follows the pattern of a centralized and planned economy. The incorporation of Cuban companies requires an express authorization on a case-by-case basis by the relevant Authorities and the process is not exempt of certain hurdles represented not only by the still existing US extraterritorial measures vis-à-vis Cuba (i.e. Cuban Assets Control Regulations, Export Administration Regulations, Cuban Democracy Act and the Helms Burton Act) but also by the fact that foreign investment shall only occur if approved by the Cuban authorities on a case-by-case basis. Any foreign investment must fit within the frames of a centralised and planned economy. In this context the Cuban Government has published (and regularly updates) a “Portfolio of Investment Opportunities” that lists these prioritised opportunities where the support of foreign investors is sought. As opposed to the situation under previous foreign investment

legislation, the “Portfolio of Investment Opportunities” discloses specific criteria about what areas and sectors are of interest for the Cuban authorities. Ultimately the aim of any foreign investment in Cuba is to provide financing while contributing with technology and creating new export opportunities in foreign markets. Again, only those investments that are in the interests of the Cuban authorities obtain approval. It should be stated that Law No.118 and Regulation No.325 (“Regulation of Foreign Investment Law”) have provided more certainty in relation to the investment process in the past. In fact, last year witnessed a significant increase in the number of joint venture agreements and management agreements negotiated under the new foreign investment law due to the increasing interest by major foreign investors. The US-Cuba announcement has paved the path for new investments in Cuba in the light of the likely waiver of the restrictions represented by US extraterritorial measures vis-à-vis Cuba. In addition some of the first-wave major investors have significantly increased their commitments, particularly in the fields of nickel production, hydrocarbon development, gas and electricity production, tourism, sugar, rum production, fishing and tobacco. Cuba has developed practical legal structures to attract foreign investment by means of a new specific legislation (Law No.118 of Foreign Investment, adopted in 2014 to replace the long existing Law No.77 of 1995, and related regulations), the creation of the Special Development Zone of Mariel and the establishment of a network of bilateral investment agreements and double taxation treaties. However, although certain protection measures are expressly included in this new legislation (guarantees in case of expropriation, transfer of participation interest, repatriation of profits) these legal devices may not entirely meet the expectations of foreign investors if they are not coupled with other protection measures (such as appropriate arbitration clauses or typical minority shareholders protection rights: e.g. pre-emption rights; special majorities), that can be achieved after a long and generally complicated negotiation process. The increasing interest of foreign investors as a result of the “normalisation” process coupled with the gradual establishment of regulations in Cuba to contribute the enhancement of the rule of law result in the increasing demand of experienced and sophisticated legal advice in Cuba where Bird & Bird is well positioned. Currently Bird & Bird is very active in advising foreign investors in relation with specific investment projects in Cuba (hotel management agreements, construction, oil & gas production sharing contracts, financial services, joint venture agreements) and takes part in interest groups such as the Caribbean Council or the Cuba Initiative and in specific trade missions to Latin America. Similarly, Bird & Bird is actively involved in participating in the leading seminars and conferences on investment protection and strategies in connection with various jurisdictions in LATAM. This participation ensures that the firm remains at the forefront of emerging developments in the Cuban legal industry while it is rapidly moving forward. Acquisition International - February 2016 107


Deal of the Year: Best Bookkeeper - Michigan & Recognised Leader in QuickBooks® Training – Michigan AY150016

Company: ATD Solutions LLC E-Mail: info@atdsolutions.com Web: www.atdsolutions.com Address: ATD Solutions, L.L.C. P.O. Box 188 Clarkston, MI 48347 Phone Number: 248.620.1177 Fax Number: 248.620.1188

Deal of the Year: Best Bookkeeper - Michigan & Recognised Leader in QuickBooks® Training – Michigan ATD Solutions, LLC has been serving clients in the United States and Canada since 1999 and have been committed to consistently providing highest of professional accounting standards. We spoke to them to find out more about their company.

ATD Solutions actually stands for “Attention to Detail” and that is what we provide clients when performing bookkeeping services and QuickBooks training to small companies throughout the United States and Canada. ATD Solutions is committed to providing the highest level of quality service to our clients. We are known for listening to our clients concerns, asking the right questions, and taking the time to understand their unspoken expectations so that we can exceed them. The services we provided by our educated staff are Complete Computerized Bookkeeping, QuickBooks Support, Training, Consulting & Set-up, all your accounting needs except Year End Taxes where we work with our client’s CPA to provide the best possible tax results. We support all versions of QuickBooks including: QuickBooks Basic Edition, QuickBooks Pro Edition, QuickBooks Premier Edition, QuickBooks Accountant’s Edition, QuickBooks Contractors Edition, QuickBooks Point of Sale (Retail) Edition and QuickBooks Non-Profit Edition. ATD Solutions is an Intuit Solutions Provider which allows us to provide a wide variety of Intuit products and services to our clients. Some of these products and services include; credit card processing, payroll, and as mentioned earlier, QuickBooks bookkeeping software.

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We understand that many people can find themselves frustrated when using QuickBooks and wish they could be more efficient. Our training program allows clients to Master QuickBooks and gain confidence in their numbers. During this training, we work from the beginning basics to more advanced techniques, allowing clients to become more efficient and gain more time to dedicate towards higher valued tasks. Furthermore, they can also get an in-depth review and written assessment of their company’s QuickBooks data file. As well as being a successful business, giving back to the community is an important part of ATD Solutions. Some of our most recent charitable contributions include being a sponsor for the 4th of July festival in downtown Clarkston. We have volunteered at the local chambers, Clarkston Lighthouse and donated to the Clarkston and Waterford Chamber golf outings. Furthermore, we are proud members of the Clarkston, Waterford, Birmingham/Bloomfield Chamber, and Lake Orion Chambers along with the Local Business Network.


Best Boutique Accountancy Firm - Washington, D.C. & Recognised Leaders in International & Domestic Taxation AY150020

Company: Michael Rinaldi & Co LLP Address: 5028 Wisconsin Avenue NW Suite 300 Washington, DC 20016 Phone: 202-363-8500 Fax: 202-363-8801

Best Boutique Accountancy Firm - Washington, D.C. & Recognised Leaders in International & Domestic Taxation Michael Rinaldi & Co. LLP. (MRCO) is a boutique, Washington, DC accountancy firm specializing in International and domestic taxation with an emphasis on real estate private equity funds. We spoke to them to find out more about the diverse range of services they offer, and how they are leaders in both domestic and international taxation.

Founded on the principle of building value by delivering solutions, our firm advises a diverse group of domestic and international clients on cross border tax and accounting matters. Using an academic approach, the firm advises on strategies to lower effective tax through novel treaty application as well as methodologies to make advantageous, new law and treaty provisions. Our private client practice employs the same academic approach to the areas of personal income tax, gifting, trust, estate and generation skipping transfer taxes, as well as charitable transfers. Michael Rinaldi & Co. LLP specializes in crossborder financial structures and optimized financial instruments for investment in real estate, advising European investment banks and private equity real estate opportunity funds with regard to formation, acquisitions, dispositions and development of significant properties and portfolios, both in the United States and abroad.

Our founder Michael J. Rinaldi II represents US and foreign institutions and families in a broad range of cross-border transactions including international trusts, holding company structures, domestic and offshore limited partnerships and corporations. He specializes in providing tax advice for efficient crossborder financial structures and optimized financial instruments for investment in real estate. Mr. Rinaldi advises European investment banks and private equity real estate opportunity funds with regard to formation, acquisitions, dispositions and development of significant properties and portfolios, both in the United States and in cross-border transactions, utilizing tax treaty networks. Well versed in working within multi-disciplinary, international teams, his expertise ranges from tax advice for family offices in structuring operations abroad in Europe and Asia, to taxation of high-net worth individuals, and tax audits and litigation. He has provided expert testimony in federal and state cases. Additionally, he has provided tax advice in determining federal and state tax liability in criminal investigations and plea agreements with the US Department of Justice in tax evasion and money laundering cases. Additionally, Mr. Rinaldi is currently a Professor in the graduate tax law program at Thomas Jefferson School of Law, where he teaches on trusts, tax treaties and private equity funds. He has authored several publications for Kluwer Law International, Jordan’s and Lexis NexisŽ. He is licensed as a certified public accountant in the District of Columbia and is a member of the International Tax Planning Association (ITPA), the Society of Trust and Estate Practitioners (STEP), the American Bar Association Tax Section committee on Partnerships and the committee on US Activities of Foreigners & Tax Treaties.

Acquisition International - February 2016 109


UK Acquisition of the Year: BGC Partners Inc / UK Assets and Subsidiaries of RP Martin Group Ltd & Overall Deal of Year 2015 DTY15005

Company: BGC Partners Web: www.bgcpartners.com

UK Acquisition of the Year: BGC Partners Inc/UK Assets and Subsidiaries of RP Martin Group Ltd & Overall Deal of Year 2015 BGC Partners is a leading global brokerage company servicing the financial and real estate markets. We spoke to them to find out more about their company and well as their landmark deal with RP Martin Group Ltd. We are experts in our fields, agile and dynamic in our approach, and built upon the foundation of cutting edge technology and exceptional talent. We offer our customers access to more than 200 financial products including fixed income securities, interest rate swaps, foreign exchange, equities, equity derivatives, credit derivatives, commercial real estate, commodities, futures, and structured products. We also provide a comprehensive range of services to the financial community, including trade execution, broker-dealer services, clearing, processing, information, and other back-office services. In total, we have invested more than $1.7 billion in technology over the past two decades. Our investments in technology coupled with in-depth broking experience give us a competitive advantage among our peers, especially with markets moving increasingly towards electronic trading. Through our BGC Trader and BGC Market Data brands, we offer financial technology solutions, market data, and analytics related to numerous financial instruments and markets. We entered the commercial real estate market in 2011 when we acquired brokerage firm Newmark Knight Frank. The following year we acquired the assets of Grubb & Ellis, and formed the industry powerhouse Newmark Grubb Knight Frank (NGKF). A key and growing component of our business, NGKF, offers a full range of services including: leasing advisory, global corporate services, investment sales and capital markets, property and facilities management, program and project management, and valuation and advisory services. An integrated platform provides clients with a single-source solution for every phase of occupying or owning a property: from strategic planning, site selection, design, construction and initial occupancy to ongoing cost-effective operations and dispositions. In 2015 GFI, a leading intermediary in global OTC and listed markets, became a majority-owned division of BGC Partners Inc. GFI offers an array of sophisticated trading technologies and products to a wide universe of financial market participants. More than 2,500 institutional clients benefit from GFI’s expertise in operating electronic and hybrid markets

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for cash and derivative products across multiple asset classes, including fixed income, interest rates, foreign exchange, equities, energy and commodities. All of BGC’s fully electronic businesses are referred to as FENICS or e-businesses. These offerings include financial services segment fully electronic brokerage products as well as offerings in market data and software solutions across both BGC and GFI. Headquartered in London and New York, we have offices in dozens of major markets across the globe. From these locations we serve many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, property owners, real estate developers, and investment firms. With regards to the deal RP Martin Group, the target are a market-leading interdealer brokerage firm known for its strength in European rates and foreign exchange products. The assets and subsidiaries acquired, and those BGC expects to acquire in 2015, generated unaudited revenues in excess of $50 million in the financial year ending 30 September 2014. BGC expects the transaction to be immediately accretive and to boost its European rates and foreign exchange platforms. RP Martin’s origins date back over one hundred years. Specialising in rates, fixed income, bonds, currency and financial derivatives in the European money and capital markets, RP Martin has approximately 170 brokers and offices in the UK, the Netherlands and Sweden. Speaking about the deal, Shaun D. Lynn, President of BGC Partners, commented: “We are pleased to announce this agreement with RP Martin, one of the oldest money brokers in the UK. We expect it to bolster our European business by taking us into new geographies and complementing and strengthening our existing rates and foreign exchange platforms in the UK and Europe. This agreement demonstrates our commitment to making accretive acquisitions which can immediately be leveraged on our infrastructure, strengthening our financial services business.”


The Growth of Third Party Litigation Funding: Services 1512JC04

The Growth of Third Party Litigation Funding: Services Global Arbitration & Litigation Services Ltd was one of the first companies in 2007 to offer brokerage and other Services to the then embryonic litigation funding market in the UK. At the time of launch (by two ex-Herbert Smith lawyers – Tom Birch Reynardson & Nina Hall), the UK third party funding market was small in terms of funds under management (around USD5m). By 2011, the growth of the demand for and use of third party funding had resulted in over USD1bn being available and/or employed for litigation funding solutions. The market had also grown global. Company: GALS Management Ltd Name: Nina Hall LLB E-Mail: hall@globalarbitration litigationservices.com

As the market grew, with large funds offering competitive services direct to clients, the need for brokerage services reduced. The commercial direction of GALS Management Ltd remains to offer services to both funders and clients in the area of project management of large cross border funded claims – specialising in group or mass claims processing. Claims risk assessment Services The brokerage and pre-funding investigation Services are provided by the following two companies – who having worked with GALS senior directors – continue to provide distinctive solutions and services to both funders and potential claimants. It became clear to the GALS management early on that the most difficult aspect of obtaining funding or of completion of a funding deal – was the up-front cost of investigations and production of documentation to the prospective funder. Often lawyers would come to GALS with very large outstanding unpaid bills for time – but there would be no assessment of quantum on the file or risk assessment of recovery that could be reviewed by a funder. GALS took the view that instinctively no funder would take on a difficult case in terms of liability – but that there was a huge risk exposure to the market and loss of time for the claimant where there was an issue over proof of quantum or recoverability.

GALS developed early risk assessment reports and preliminary quantum reports – which services are still now being provided by Stern Advisory Group under the careful guidance of the managing director Morris Stern; providing due diligence reports for funders on claimants and respondents on issues such as clean hands as well as recoverability, asset identification and preliminary forensic quantum – all essential before any funding deal can be contemplated. Often the cost of these reports falls outside the normal funding expectations and yet cannot be undertaken by the claimant. Stern works with a number of financial partners to provide funding for this pre-funding reporting. (Contact: mstern@sternadvisory.com) Finding the right solution – key to recovery Experience in cross border claims and recovery has also proven that the key to successful recovery is in the initial matching of the problem with global solution providers in the region or area of expertise of the dispute. Brokering this “fit” requires knowledge. The brokerage Services previously provided by GALS are now provided by Julian Sale of Sale & Co, working with a global network of service providers to find the right match. It may be that selling all or part of a claim suits the claimant’s needs or working with a regional partner to determine settlement or alternative business streams as compensation for loss. Julian also provides brokerage for adverse cost insurance. (Contact: Julian@saleandco.com). Why do large funded claims require outside management services? The co-founders of GALS still provide consultancy and legal services to both funders and claimants Nina Hall LLB now works primarily as an Independent International Legal Consultant, providing advice to governments and claimants on alternative sovereign dispute resolution processes as well as high level consultancy and management services relating to large cross-border claims. (Contact: ninahall1@gmail.com) Tom Birch Reynardson provides specialist legal services in the area of international arbitration and cross border trade recovery in the Far East and Asia having worked on cases out of the region for many years, particularly India and China. He also has knowledge of the developing market in Asia for third party funding. (Contact: tbr@birchreynardson.com). Acquisition International - February 2016 111


Best Corporate Finance Advisory – UK DY150028

Company: Beever and Struthers Web: www.beeverstruthers.co.uk

Best Corporate Finance Advisory – UK Beever and Struthers is a leading firm of chartered accountants and business advisers with offices in Manchester, Blackburn and London. The firm has been providing accountancy and business advice to clients for over 100 years and currently ranks in the Top 10 firms in the North West and Top 60 nationally. With a strong bedrock of audit, accounting and assurance services and with a comprehensive tax planning and compliance offering, Beever and Struthers’ dedicated corporate services team provides business owners and management teams with a full range of cost effective advice whether they are looking to start-up, grow and expand, consolidate, divest or simply survive. The firm’s experience involves working alongside all the UK clearing banks and a range of private equity and venture capital investors, specialising in commercially focussed and pragmatic business advice, particularly to owner-managed businesses. A dedicated Corporate Services Department provides high quality and bespoke advice on all forms of corporate activity. Whether a client is just starting-up and looking to raise finance, wants to grow their business through acquisition or realise its value through exit, Beever and Struthers has an experienced team who will work closely with them and offer tailored advice to suit their specific needs. Whatever stage a client’s business is at, Beever and Struthers’ approach is to deliver a client focused service which is aimed at meeting their specific, individual needs and enables them to achieve their long and short term business goals. The experienced team has extensive knowledge to support businesses in a variety of sectors and works closely with clients in order to plan for the present and the future. While minimising tax liabilities is important, Beever and Struthers consider the wider picture and look at tax planning issues alongside commercial reality and the practicalities of life. In difficult times, when a business is in distress, Beever and Struthers has a specialist Corporate Recovery team of trustworthy advisers who can guide them through the options, providing a range of restructuring, refinancing and insolvency advice to help them through financial pressures. The M&A market is becoming increasingly global, with more deals than ever incorporating a crossborder interest and international acquirers continuing to see the UK as fertile territory to acquire strong businesses at sensible prices. Beever and Struthers has been involved in a number of transactions throughout the past year where one or more party has been based overseas and expects this trend to continue.

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The firm has international capability through its membership of HLB International (HLBI) which enables it to provide clients with international financial advice in over 100 countries. With local staff who speak over 12 different languages, including: Chinese (Cantonese), French, German, Greek, Gujarati, Hindi, Malay, Punjabi, Spanish, Swahili and Urdu, the firm is increasingly operating on a global level and during the past year has used the HLBI network to assist its clients internationally whilst also receiving reciprocal work from introductions to overseas companies looking to do business in the North West. The year has also been characterised by the strong return of corporate buyers in the market. After a number of years stock-piling cash reserves there is clear evidence that companies with cash are looking for opportunities to consolidate and grow market share, and Beever and Struthers has advised both vendors and buyers during the past year across a wide-range of sectors. The MBO market has also returned to life, and after a period in which vendors were sitting tight while management teams were unable to access funds, there is increased activity, often with vendor support or via corporate restructuring using the company’s own reserves. This is an area where Beever and Struthers has been particularly active, working as trusted advisers to broker a deal where the objectives of both parties are not mutually exclusive, but can need an experienced hand to guide the process. The firm has a market-leading reputation in the not-for-profit sector, with specific expertise working with Housing Associations. This sector has seen significant consolidation and financial restructuring over recent years as capital market funding has replaced traditional bank debt. The Beever and Struthers corporate services team has advised on a number of mergers and on bond issues with a value of over £750 million. As well as this award, Beever and Struthers won “Accountancy Firm of the Year” at the North West Finance Awards in 2014 as well as “Best Accountancy Firm of the Year” for the second consecutive year at the City of Manchester Business Awards (COMBA 2013 and 2014), is an accredited member of the ICAEW Business Advice Service (BAS), and is registered on the ICAEW Business Finance Advice Scheme.


The Last Emerging Market 1511AC21

The Last Emerging Market The Law Office of Gheidi & Associates has specialised in the field of legal consultation, corporate compliance and litigation since 2012. They are a young but confident, ambitious and passionate about our work.

Company: Law Office of Gheidi & Associates Name: Nasim Gheidi E-Mail: info@gheidilawoffice.com Web Address: http://gheidilawoffice.com/en/ Address: No. 317, Padideh Building 47, Sarafraz, Beheshti (Abbas Abad), Tehran, Iran Telephone: 00 98 21 88171982

The Law Office of Gheidi & Associates, based in Iran, are highly motivated to achieve their goals so they work with insight and integrity, of which their short but rich history is living proof. Since the dawn of their company, they have been honoured to cooperate with reputable global corporations doing business in Iran in the airline, information technology & home appliances, construction, pharmaceutical industry and general trading industries. The firm has the professional expertise and experience in providing legal services in governance and corporate compliance, risk management, contracts, employment, competition, trade, foreign investment, corporate establishment, intellectual property, dispute resolution, litigation and arbitration. They are easy to refer to and provide legal advice with insight into the needs of the business world, with qualities of speed, practicality and innovation. Compliance and risk management The firm can assist your compliance team in avoiding the risk of reputational damage, civil liability, enforcement action and even developing compliance policies and procedures. They provide you with training sessions on the full spectrum of corporate compliance issues. In providing you with our compliance advice, the firm centre on pragmatism and insight into your business requirements rather than solely setting out abstract ideas. They have

peerless experience and expertise in helping their clients in their risk management and compliance program and give their assurance that they will provide you with an incomparable service. Labour Law and Employment Firm in Iran They believe that employees are the key assets of an enterprise so they provide a full range of services in labour law issues from drafting employment contracts to incentive schemes and from business restructures to dispute settlement with employees, to which they give a focus on amicable settlement whereas the firm are peerlessly efficient to represent to you before labour courts. Disputes, litigation and arbitration law office in Iran What makes the company unique is that they put effort in to help you avoid disputes through your compliance management as well as their focus to resolve disputes amicably and through out of court settlements but they also stand side by side with the client to represent them before courts or arbitration tribunals in Iran. Foreign Investment in Iran The Law Office of Gheidi & Associates cling to the hope that economic sanctions against Iran will be lifted and the foundations will be laid again for foreign investment in Iran which could certainly be a boom to variety of sectors and industries. So they keep you equipped and updated to assist foreigners including individuals and entities in their attempts for investment in Iran to make the start on this endeavour and to keep on doing the business.

Acquisition International - February 2016 113


Fosters Legal LLP LA150173

Fosters Legal LLP

Fosters Legal LLP Based in Hertfordshire, Fosters Legal LLP provides specialist legal advice and service in children and family and housing law (landlord and tenant). We spoke Sandra Foster, Founder of the firm, to find out more about why they are the law firm of choice for people on low income or benefits.

Company: Fosters Legal LLP Name: Sandra Foster E-Mail: office@fosterslegal.co.uk Web: www.fosterslegal.co.uk Address: Springfield House (opp the Monument) 24 The High Street Stevenage, Hertfordshire SG1 3EJ United Kingdom Telephone: 01438 318 452

As a specialist law firm, Fosters Legal offer legal support to a wide variety of clients from varying walks of life. Typically, our clients are on low income or benefits and looking for cost effective and efficient legal services. We also work with specialist solicitors or barristers specialising in other family related work, such as child protection. Our ability to listen and recognise their requirements quickly results in us being able to direct them with the right advice, ensuring they receive the best possible service Our aim is to provide the highest level of client care in a manner that is effective, efficient and handled with empathy. While we are ultimately a law practice, Fosters Legal has developed a “community first� approach which means they are always on hand to provide professional, reliable, effective legal services that are delivered with compassion and care. Furthermore, we also work with other solicitors practice and barristers chambers with the aim of helping the low wage earner with legal representation and other areas of law, provided the client is in a position to afford it. When I first heard that we would be receiving this award, I must admit that I was pleasantly surprised to hear the news. At the risk of being of accused of false modesty, I feel that lawyers and leading firms in Stevenage and Hertfordshire are also worthy of this award, and wish to express my gratitude. Moreover, I am also pleased because it was one of my childhood dreams to celebrate winning an award like this and it is an honour to have someone recognise the firm’s qualities and achievements, as well as the good work we are doing in the community.

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Initially, I began my firm as a charitable organisation serving the needs of low income clients on and benefits. I wanted to assist those who are the most vulnerable in society and provide help and support and be there for them during the difficult times of their lives. Since then, we have had to overcome many challenges to get to where we are today. For example, we received funding to help with renting an office but the funding for this soon finished. However, because of the passion I have in helping people, I continued to do pro-bono work and to help the most vulnerable. I then worked my way up to set up a consultancy firm and now LLP, but with the same vision in mind. To summarise, I think that this is a real success and recognition of the hard work we have done over the last five years or so. I want to again express my gratitude to all of our clients who are the backbone behind this business. Secondly, I would like to thank my family who have supported me in all my undertakings. Thirdly, I would like to thank my pastors who encourage me to move forward. Last but certainly not least, I would like to thank everyone who I have worked with who has helped make this firm a success.


The Rise of Insurance Mergers and Acquisitions ??

Company: KPMG LLP Name: Georges Pigeon E-Mail: georgespigeon@kpmg.ca Address: 600 de Maisonneuve West, Suite 1500, Montreal, Quebec, H3A 0A3 Telephone: +1 514-840-2178

The Rise of Insurance Mergers and Acquisitions KPMG LLP is the Canadian member firm (hereinafter “KPMG in Canada”) of KPMG International Cooperative. They are a professional services firm providing audit, tax and advisory services to clients across a multitude of industries including insurance. We spoke to Georges Pigeon at the firm. Georges has over 20 years of M&A transaction and accounting, audit and advisory experience with KPMG. Since 2000 and both in Europe and in North America, Georges has been providing a wide range of buy-side and sell-side transaction-oriented services (including due diligence, M&A advisory and valuation support) to corporate and private equity firms pursuing cross-border and domestic mergers and acquisitions with a considerable focus in the field of financial services. Georges has been involved in a significant number of transactions in the following sectors: P&C and life insurance underwriting and brokerage/distribution (including brokerage firms and managing general agents), life reinsurance and third-party administrators. Within our Advisory practice, I specialise in Deal Advisory, supporting clients, whether corporate or private equity firms/pension plans, in the course of their acquisition and divestiture activity through due diligence and related transaction support. I have been specializing in the financial services (including insurance) sector for 20 years. Mergers and acquisitions In the last year, KPMG has supported Canadian and foreign corporates and private equity firms in several contemplated/announced transactions involving Canadian or foreign participants in the underwriting and brokerage/agency sector in both life and non-life insurance. We have been active in insurance M&A in Canada for several years and have noted an evolution in deal drivers. Over the last ten years or so, there has been at least one sizable carrier transaction per year (whether life or non-life) and would anticipate this pace to continue for the foreseeable future. Meanwhile, the brokerage space has seen considerable activity with brokerage firms and carriers being active participants, although “private” money (in the form of private equity firms or pension plans) also getting involved. What we are currently observing as major drivers include: • Increasing regulatory and IT/technology costs. • Focus on core operations/competencies resulting in divestitures, matched by acquirers’ desire to “bulk up” to take advance of cost/ operational efficiencies. • Owners taking advantage of “peak pricing” for assets that are deemed scarce; • Owners having reached a certain age and wishing to exit. • Capturing distribution channels. • “Private” money, in the form of private equity firms or pension plans looking at insurance and, more generally Financial Services, as a sector in which such players have been less involved due to inherent complexities such as regulations and capital management where, with clear focus, significant attractive opportunities can be unearthed.

Staying one step ahead Having a diverse network of clients and other industry participants including importantly regulatory bodies provides us with an opportunity to experience and understand first-hand the challenges and opportunities developing in the marketplace. Such interaction supplements the training and information sessions that we hold for our professionals as well as for our clients: as an example, KPMG in Canada has been holding an annual insurance conference, planning our 25th for late Fall 2016, with ever increasing attendance and topics ranging from latest developments in accounting, tax and regulations specific to the insurance sector, to discussions on commercial matters, such as M&A and customer experience, and industry disruptors such as the driverless car. We bring the knowledge and experiences of our professionals, be they in Canada or with our member firms across the world, to our clients through thought leadership pieces and, most importantly, sharing/ adapting it to our clients’ specific circumstances, all the while respectful of our confidentiality undertakings. Furthermore, we work with regulatory bodies, supporting them in their efforts to adapt the regulatory framework to market dynamics and drivers of change so that Canadians, whether people or corporations, benefit from a sound insurance environment. We can meaningful articulate and demonstrate that we have: (i) professionals with breadth and depth of insurance-related experience and expertise and (ii) extensive insurance-related M&A experience. • We hire top talent and provide our professionals with regular training. These skilled and experienced professionals prove very complementary when supporting a client through its challenges. • We have extensive experience in insurancerelated transactions accumulated over the years. Our ability to demonstrate such experience provides confidence and trust in clients that we can bring it to bear, together with complementary skills, to drive value in the course of their transaction. Acquisition International - February 2016 115


2015 Leading Fraud Investigator ??

2015 Leading Fraud Investigator

Company: McMillan LLP Name: David B Debenham - Partner E-Mail: david.debenham@ mcmillan.ca Web: www.mcmillan.ca Address: Ottawa Phone: 613.691.6109 Fax: 613.691.6109

If life is a journey, David Debenham has certainly followed a strange and tortuous road to winning our exclusive “Leading Fraud Investigators Award for Canada. David began his career as a lawyer, and indeed is “RatedDistinguished” by Martindale-Hubbell, North America’s pre-eminent lawyer peer review service. His 25 years as a trial lawyer, and his training as a management and forensic accountant, have given him a unique advantage in representing management, and their businesses, from inception to insolvency in all areas of commercial and corporate litigation involving fraud and corruption. Unique amongst Canadian lawyers, he is a certified fraud specialist, and President of the Association of Certified Forensic Investigators of Canada. He has been recognized as an expert in fraud by the Canadian Bar Association’s “The National” magazine, and such leading Canadian publications as the National Post and The Toronto Star, as well as CBC and CTV television news. He has written for LawPro, the lawyers’ malpractice insurer in Ontario, and led a training session for investigators for the Law Society of Upper Canada. David’s journey as a fraud investigator began shortly after he was called to the Bar in 1988. Because he already had a Masters in Business Administration when he became a lawyer, he was retained to become involved in many of the leading real estate and mortgage broker fraud cases of the late 1980s and 1990s. He then went on to become a C.P.A, and the Valedictorian of this class at the University of Toronto’s Rotman School in Investigative and Forensic Accounting. David’s training as a forensic accountant, and a forensic investigator, has proved invaluable in several fraud investigations and asset recovery proceedings. His experiences led him to write his first book, “The Law of Fraud & the Forensic Investigator”, published by Carswell (now in its fourth edition). Because recovery often means pursuing insolvent corporations, he often asserts personal claims against corporate executives. He successfully argued the leading case on director’s liability in tort, and is the author on the leading text on the subject of personal liability arising from acts or omissions in the workplace, “Executive Liability and the Law” (also published by Carswell, in its second edition). It is hardly surprising that David has won this award. Forensic professionals describe him as “… one of the most knowledgeable lawyers I know with respect to the laws of fraud and forensic investigation. His knowledge is international in nature (not limited to Canadian law) and supported by an exceptional legal and strategic mind. David is also knowledgeable about privacy, security and related matters - an excellent combination. I wholeheartedly recommend David to prospective clients.”. Clients agree. As one client noted: “When our company found anomalies in their accounting records David Debenham was recommended to us as an expert fraud lawyer. The anomalies burgeoned into a complex million-dollar fraud fought simultaneously in multiple jurisdictions. The fraudster’s lawyers

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have filed every motion imaginable and then some in efforts to delay justice. David has given us solid advice and guidance every step of the way. His knowledge and dedication have only been surpassed by his teamwork and compassion for justice. Always available, approachable and patient with our endless questions and frustrations towards a justice system that seems to provide every conceivable advantage to the fraudster. David has been successful in obtaining a conviction and summary judgment on our behalf and is continuing to represent and guide us through the complex process of realizing on that judgment…” David is a member of the Canadian Bar Association’s Anti-Corruption Team (“CBA-ACT”). In addition in practicing in this area, he and has written and spoken on Canada’s Corruption of Foreign Public Officials Act (CFPOA).David’s training assists him in leading investigations and compliance audits, including audits related to compliance with antibribery and anti-corruption legislation. His training south of the border with respect to the American anticorruption legislation has come in handy as a result f the relatively recent emergence of the CFPOA as a concern for Canadian corporations. David is a frequent traveler, and is always prepared to travel across North America. He has spoken at conferences in San Francisco, Las Vegas, Oklahoma City, Orlando, New York, and across Canada, for such organizations as the Canadian Institute of Chartered Accountants’ IFA Conferences, the Association of Certified Fraud Examiners’ Local, National, and Global Conferences, The Association of Certified Forensic Investigators of Canada’s National Conference, and the Civil Fraud Seminar at the national conference of the Canadian Bar Association conferences.


2015 Top 50 Business Leaders Guide ??

2015 Top 50 Business Leaders Guide Over the last 10 years, the world has seen a shift from analogue to digital TV. This rapidly evolving market requires operators to speed up innovation and generate new, more advanced interactive services. This development is often held back by the complexity of the current industry model. But with one, independent operating system, everything becomes less complicated.

Company: Zenterio Name: Robin Rutili E-Mail: robin.rutili@zenterio.com Web: www.zenterio.com Address: Brahegatan 2, 114 37 Stockholm Sweden Telephone: +46 13 36 39 50

For you, it means we simplify your everyday. Costs can be cut and money can be made from new and better services. For the consumer it means we make the smart TV smart. Because we believe TV should be just as intuitive as any other interactive medium. Users should be able to share, choose and discover in just one smart solution. This is the future of TV and it’s already here. Zenterio OS provides an independent operating system for Interactive TV. It is the first platform that separates software from hardware, giving you the ability to seamlessly combine live and on-demand content together with a broad range of interactive services. A user experience to match your needs Our open and flexible system lets you customize your own user interface on all new and existing devices. What fits you and your customers? Choose from simple to more advanced solutions. Work with anyone you like Computers and mobile phones, not long ago, made hardware and software independent from each other. It’s time for digital TV to do the same thing. Zenterio OS can be installed into any box, old or new. This means you can work with any hardware, interactive service and middleware or security system in the world. • The company evolved from the former Nokia Home Communication, which Nokia divested in 2002; • Zenterio develops an independent software platform, Zenterio OS, for interactive TV that is positioned to become a global standard; • With Zenterio OS, operators can quickly and cost-effectively provide new interactive services and applications; • Zenterio’s software can be used on any new and existing hardware; • Zenterio partners with global system integrators, set-top box suppliers, CA/DRM providers, and chipset manufacturers; • The chairman of the board is former Nokia CEO Mr. Olli-Pekka Kallasvuo and CEO is former Ericsson executive Jorgen Nilsson; • Zenterio is listed on NOTC and is mainly owned by institutions and private investors. Consulting Services - expertly designed and seamlessly crafted integration Zenterio has over 25 years of combined expertise working as tech consultants, designers and integrators within the digital TV industry. We have an

innate understanding for the different challenges, opportunities, needs and requirements that you are faced with, regardless of whether you work as an operator, an integrator or as a vendor. We have planned, designed and helped execute projects at every level and our combined expertise and know-how lets us act both as enablers to our partners and as full service providers to our customers. Our service offering therefore encompass all aspects of the digital TV experience, from device design, implementation, integration and testing, all the way to a fully customized end user experience. With this combined offer we help reduce your time to market by giving you expert guidance throughout the entire project life cycle, making sure that you get an independent, efficient and future proof solution. Value Added Services - uniquely yours with custom everything Our value added service offering is a summary of everything we provide that goes above and beyond what you can expect from an OS provider and an integrator. These services are all aimed at creating additional revenue for the pay TV operator by leveraging the wealth of user information that they have access to, and are incremental in providing what can only be described as a truly unique end-to-end solution. By offering these services we provide the operator with the possibility to choose, and to customize, their entire consumer experience from the look, feel and branding of the service, to the apps, ads and content they provide. Having these services already integrated into Zenterio OS also means that it’s just a matter of choosing which services to launch. And regardless of whether that is today or in the future, the pre-integration means that both complexity and time to market is drastically reduced. All value added services are also available as standalone offerings. User Experience - a rose by any other name Zenterio OS offers a fully customizable user interface that allows you to completely control the look and feel of your digital TV offering. The possibilities are endless and not only does this complement your branding and differentiation efforts, the UI is also what the end user interacts with on an everyday basis and what set the tone for the overall experience. Zenterio will help you make sure that the experience goes from a good one to a uniquely great one. Acquisition International - February 2016 117


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Company: Cornerstone Capital Management Name: James Wylie Head of Global Distribution E-Mail: james.wylie@ cornerstonecapital.com Web Address: http://cornerstonecapital.com/ Address: 1180 Avenue of the Americas, 22nd Floor, New York, NY 10036 Telephone: +1 (212)938-8151

Best Institutional Investment Manager - USA & Best Long-Only Fundamental Equity Strategy: Fundamental International Equity • • •

Grounded in fundamentals. Driven by results; Experienced and specialized investment teams; Independent thinkers with proprietary investment strategies.

Cornerstone Capital Management* is a US-based boutique equity investment firm with approximately $16.8 billion in assets under management (as of December 31, 2015). Cornerstone is committed to providing successful strategic equity and liquid alternative products to institutional and retail investors globally. Since Cornerstone was founded in 1993, the firm has built itself on a foundation of fundamental principles, independent thinking, and practical application of investment ideas.

Investment Strategies Cornerstone Capital Management manages fundamental and systematic long-only and liquid alternative equity strategies across multiple market capitalizations and styles including US, international, emerging, and global markets. With roots dating back to 1993, they have an extensive track record of successfully leveraging comprehensive and exacting research capabilities along with a consistent process to deliver superior risk-adjusted results for its clients.

At the heart of the firm are three investment teams of talented portfolio managers and analysts with in-depth knowledge of the markets and awareness of global trends as well as a world-class trading team. Through the combination of proven, proprietary investment processes and the talent and expertise of their investment professionals, Cornerstone aspires to deliver the highest quality investment products and service.

At the center of their firm is an uncompromised commitment to research, in all its forms: fundamental, systematic, and thematic. Each of their teams of institutional investment veterans employs a distinct philosophy and investment process. They combine proprietary research with prudent trading, awareness of influential global trends, and good peripheral vision of the positions of other market participants.

Cornerstone is an affiliate of New York Life, one of America’s oldest and strongest companies, known for its financial strength and integrity. Cornerstone is also one of many sub-advisors to the MainStay Investments suite of mutual funds.

*

Philosophy At Cornerstone Capital Management, they invest with an independent spirit, old-fashioned integrity, and modern creativity. Their investment teams focus solely on their individual strategies and are experts in their fields. Each investment team is diverse in thought, background, and experience which creates an environment of healthy debate and discussion. Their teams are supported by industry-leading technology and resources, giving them the tools they need to succeed. At Cornerstone, their deep-rooted values set the environment for their team members to operate and serve their clients. They have earned–and continue to earn—their clients’ trust by operating at the highest levels of professionalism and integrity, by offering tremendous personalized service, and, of course, by striving to consistently deliver superior investment performance.

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Mission Statement Cornerstone Capital Management is a researchdriven, global equity specialist dedicated to superior performance and an exceptional client experience.

Cornerstone Capital Management is the marketing name for the asset management activities of Cornerstone Capital Management LLC and Cornerstone Capital Management Holdings LLC, two SEC-registered investment advisers that are marketed as one firm. Assets under management represents assets of combined Cornerstone Capital Management firms.

The winning Fundamental International Equity Strategy is managed by the Global Fundamental Equity team, which believes the best way to create value is to invest in sustainable growth opportunities. Through bottom-up analysis, the team of seasoned portfolio managers and analysts seeks to invest in reasonably priced companies with sustainable competitive advantages that can grow earnings regardless of the economic cycle. To identify such companies, the team quantifies long-term secular growth trends and those companies poised to benefit from them. The team maintains a watch list of these companies, tracking their valuations, and waiting for opportune times to buy shares at reasonable prices. The team employs a very disciplined and rigorous buy and sell process that results in a rather concentrated portfolio containing high-conviction names and very little turnover.


Best Institutional Investment Manager - USA & Best Long-Only Fundamental Equity Strategy: Fundamental International Equity

Cornerstone Capital Management manages the following fundamental strategies: 路

Fundamental International Equity All Country: a long-only concentrated portfolio invested across all market capitalizations and benchmarked to the MSCI ACWI ex-US Fundamental International Equity: a long-only concentrated portfolio invested across all market capitalizations and benchmarked to the MSCI EAFE Index

Fundamental Global Equity: a long-only concentrated portfolio invested across all market capitalizations and benchmarked to the MSCI All Country World Index

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Ones to Watch for 2016 1512WO12

Ones to Watch for 2016 Company: Directors Mortgage Name: Andrew Edwards E-Mail: aedwards@ directorsmortgage.net Web: www.directorsmortgage.net Address: 4550 SW KRUSE WAY SUITE 275, LAKE OSWEGO, OR, 97035, UNITED STATES Telephone: 001 (503) 636 6000

The goal of Directors Mortgage is to provide loans that best suit our clients’ needs. We accomplish this with professionalism and integrity. The hallmark of Directors Mortgage is to earn our clients’ confidence and trust so that we can be their Mortgage Specialist for Life.

The goal of Directors Mortgage is to provide loans that best suit our clients’ needs. We accomplish this with professionalism and integrity. The hallmark of Directors Mortgage is to earn our clients’ confidence and trust so that we can be their Mortgage Specialist for Life. Directors Mortgage was founded on the principle of giving back to the communities where we live and work. We support local hospitals, schools, mentorship programs, churches, sports organizations, and more. Because we care. And we know you do too. Directors Mortgage is no stranger to getting our clients in the homes of their dreams. Established in 1998; we specialize in mortgages serving Oregon, Washington, Idaho and California. Directors Mortgage is a locally owned and operated company, headquartered in Lake Oswego, Oregon. Mark J. Hanna founded the company over a decade ago and has built it from the ground up to be one of the most respected names in the Mortgage Industry. Directors Mortgage has grown to be one of the largest independent mortgage companies in the Northwest. We specialise in residential mortgage loans, purchases, refinances, construction loans, reverse mortgages and debt consolidation. Each Senior Mortgage Specialist on staff has an average of 10 years’ experience in the mortgage industry. We understand that buying a home is the largest purchase you will make, so having the most experienced in the business allows us to ask the right questions upfront, so you get a smooth transaction. In addition, loan decisions are made locally and funded locally. This allows us to structure the loan to meet your specific needs and provide you with a level of customer service you deserve. It is truly our goal to exceed your expectations while always putting your best interests first. Clients Our clients are at the centre of everything we do and taking care of them isn’t just a phrase on the wall, it’s a value that we live by. Directors isn’t another big mortgage company that treats their clients like another file in the system. You’re our neighbours, our friends, our co-workers. We live and work in the same community as you because we truly are your local mortgage specialist and we are focused on you. Whether you’re purchasing, refinancing your building, securing the financing for your home can be a daunting task. We’re here to make it easier than you could ever imagine. You’ll have a whole team

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dedicated to getting it done right so you can focus the important things; what colour paint you’ll use; the type of couch you want or size of your dining room table. We take pride in being a small part in a big step in your life. See what some of our clients have said about their experience and reach out to us when you’re ready. DMCares DMCares represents our commitment to continue to support our local organizations and the people who make our communities home. Look for the DMCares hashtag(#) on our Facebook, Twitter, and Instagram pages where we’ll promote impactful organizations that are doing their part to improve our communities. We’ll also host contests and other opportunities for you to help us give these organizations the attention they so greatly deserve. It’s the freshly painted nursery that you drove thirty miles below the speed limit to deliver the newest member of your family to. The hospital that you came from. And the neighbours who were almost as excited as you were It’s the school where the teacher remembers your child’s favourite colour. The soccer field where your daughter scored her first goal. And the senior centre where your dad swims every Tuesday. It’s your community—the people and the organizations that help make the place you live home. Directors Mortgage was founded on the principle of giving back to the communities where we live and work. We support local hospitals, schools, mentorship programs, churches, sports organizations, and more. Because we care. And we know you do too. DMCares represents our commitment to continue to support our local organizations and the people who make our communities home. Look for the #DMCares hashtag on our Facebook, Twitter, and Instagram pages where we’ll promote impactful organizations that are doing their part to improve our communities. We’ll also host contests and other opportunities for you to help us give these organizations the attention they so greatly deserve.


Deal of the Year: Czech Republic TMT Deal of the Year for the Ricoh Europe plc Acquisition of Impromat CZ spol sro transaction DY150046

Name: RICOH Czech Republic s.r.o. E-Mail: katerina.simkova@ ricoh.cz Web: www.ricoh-europe.com Address: U Hellady 697/4, 140 00 Praha 4 IČ: 48117820, Czech Republic Telephone: 00420 841 116 117

Deal of the Year: Czech Republic TMT Deal of the Year for the Ricoh Europe plc Acquisition of Impromat CZ spol sro transaction Ricoh is a global technology company specializing in office imaging equipment, production print solutions, document management systems and IT services. Headquartered in Tokyo, Ricoh Group operates in about 200 countries and regions. In the financial year ending March 2015, Ricoh Group had worldwide sales of 2,231 billion yen (approx. 18.5 billion USD). The majority of the company’s revenue comes from products, solutions and services that improve the interaction between people and information. Ricoh also produces award-winning digital cameras and specialized industrial products. It is known for the quality of its technology, the exceptional standard of its customer service and sustainability initiatives. Under its corporate tagline, imagine. change. Ricoh helps companies transform the way they work and harness the collective imagination of their employees. RICOH Czech Republic and Slovakia formed in 2015 with the acquisition of IMPROMAT CZ spol. s r. o. and IMPROMAT Slov, spol. s r.o., RICOH exclusive distributors in the Czech Republic and Slovakia since 1990. Under the brand RICOH and passed more than 250 employees and headquarters in Prague, Bratislava and all branches in regions of the Czech and Slovak Republic. Ricoh expands to the Czech Republic and Slovakia Ricoh Europe announced in July 2015 its acquisition of Impromat CZ spol. s r. o. , and Impromat Slov. spol. s r.o., a leading distributor of digital office solutions in the Czech Republic and Slovakia. This investment represents Ricoh’s long term vision to further enhance the expertise it offers its clients and to grow its core business in new geographies. Customers in the two countries will benefit from Ricoh’s acquisition of Impromat by having full access to Ricoh’s broad portfolio of products and services that enable office clients to optimise their business critical document processes, increase productivity and improve client responsiveness and knowledgesharing. It will also create new and mutually beneficial opportunities for Ricoh and Impromat employees to become part of a larger network within the region and globally. David Mills, CEO, Ricoh Europe said: “I am excited about the opportunities this acquisition of Impromat offers to increase the value we offer to our customers in the Czech Republic and Slovakia, who will now have access to the full portfolio of Ricoh products and services. We have a long standing relationship with Impromat and the company has high standards of after sales service, skilled technicians and in depth knowledge of Ricoh

products. This means the transition for clients will be seamless and it will be business as usual for customers, albeit under the Ricoh brand.” Ricoh’s acquisition of Impromat Slov spol. s r.o., and Impromat CZ spol. s r.o. was completed on 7 July, 2015. Impromat will come under the Ricoh brand and Ivan Konecny, formerly Business Director of Impromat, will be appointed as CEO and brings many years of industry experience to the role. The acquired operations comprise of more than 250 employees with headquarters in Prague, Czech Republic and Bratislava, Slovakia. This acquisition is a part of Ricoh’s global strengthening of its core business in new geographies, providing businesses around the world with the innovative products and expertise to optimise business processes. Ricoh is committed to a multi-channel strategy and will continue the relationships Impromat has built with dealers in the Czech and Slovak markets. It builds on the recent acquisitions of IT services providers, Npo Sistemi in Italy in 2014 and Aventia in Spain in 2013 and supports Ricoh’s focus to expand its footprint to meet the evolving needs of its customers. Portfolio companies RICOH Czech Republic and Slovakia involves a series of systems and partner solutions that help professionally processed documents, control and reduce printing costs and secure print against its misuse. The hardware offers colour and monochrome multifunction devices, printers, production printing, fax machines, digital duplicators and digital production equipment for high volume printing. Facilities are complemented by offering software solutions - billing software for controlling and accounting for the cost of printing and scanning software for digitizing documents and their management. In the area of Document Management Services (Ricoh Business Solutions) Ricoh’s partner for its customers in the entire document life cycle and information. In addition to the supply of printing systems offer solutions for system registration documents and digitization, improving the process of circulation of electronic documents and data storage. Acquisition International - February 2016 121


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Company: Turkcell İletisim Hizmetleri AS Name: Kaan Terzioglu, Turkcell CEO Web: www.turkcell.com.tr Address: Turkcell Kuçukyali Plaza, Aydinevler Mahallesi Inonu Caddesi No:20 Kucukyalı Ofispark B Blok - Maltepe / ISTANBUL / TURKEY

Deal of the Year: Turkcell Has Reinforced Its Regional Leadership with the Ukranian Acquisition Turkcell is an integrated communication and technology services player in Turkey and the surrounding region. Its services include mobile and fixed voice, data, TV and services and solutions for consumers and corporates.

Turkcell has 68.8 million subscribers in nine countries, including Turkey as of December 31, 2015. Having secured the largest spectrum at the tender held in August 2015, Turkcell will to offer 4G services starting from April 1, 2016. With its unique spectrum configuration, and using LTE-A technology at the roll-out, Turkcell will offer Turkey’s fastest 4G at 375 Mbps, which it has dubbed 4.5G. The firm also continues to invest in its fiber network, and is currently the market leader in FTTH. Building on the synergy between its mobile and fixed networks, Turkcell offers innovative services including Turkcell TV+, its fast-growing TV platform. Turkcell reaches millions of customers with its globally relevant services such as the IP-based communication platform BiP, cloud and music applications. Having been listed on the NYSE and BIST since 2000, Turkcell Group has a solid financial and operational performance, good corporate governance practices and a strong management team, which are appreciated by the investor community. The confidence in Turkcell and its strategies has been evidenced by the “investment grade” received from three leading credit rating agencies. In 2015, Turkcell recorded TRY 12.8 billion revenues at an EBITDA margin of 32.4%. In an interview, Turkcell CEO, Mr. Kaan Terzioglu reveals details of a recent acquisition and the deal process, as well as how the company can remain competitive and what plans it has for 2016 and beyond. Please provide us with details of the deals in question (who were the parties involved, any figures you are able to share with us). Turkcell Group is determined to grow beyond its home market where it already serves telecommunication services in Ukraine, Belarus, the Turkish Republic of Northern Cyprus and Germany. Through our partnership with TeliaSonera, we also have a presence in Kazakhstan, Azerbaijan, Moldova and Georgia. Our subsidiary in Ukraine (LLC Astelit, which was recently rebranded as LLC lifecell), a major component of our international business, has displayed a promising financial and operational performance in a challenging market. This supported our decision to take strategic decisions to further grow this business.

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Prior to the deal, Euroasia Telecommunications Holding BV (“Euroasia”), based in the Netherlands, and the owner of 100% of LLC Astelit (which changed its name to “LLC lifecell” as of Feb 1, 2016), was 44.96% owned by SCM Holdings Limited (“SCM”) and 55.04% by Turkcell. For the deal, Turkcell, along with its advisers, carried out negotiations with SCM throughout the process. Following the agreement, Turkcell became the 100% owner of Euroasia, making it the sole owner of lifecell. Talk us through the deal process. What needed to be achieved in order for the transaction to be a success? Turkcell and SCM had been partners in lifecell for many years. Following the macroeconomic and political changes in Ukraine, the partnership underwent a significant split in opinion on numerous matters, including the Company’s future investment decisions and debt restructuring financing. Having been deadlocked on key strategic decisions, the partners had agreed to end their partnership. Following an eight-month negotiation period, Turkcell and SCM signed the SPA for the sale of SCM’s 44.96% stake in Eurasia to Turkcell for US$ 100 million on June 26, 2015. Accordingly, Turkcell became the sole owner of lifecell, having completed the transaction on July 10, 2015. With full control of lifecell, we aim to operate the Company more effectively, to have greater financial flexibility in making investment decisions, and to increase lifecell’s contribution to Turkcell Group by becoming a stronger player in the long term. While doing this, we are determined to serve the Ukrainian citizens with the best quality services and to introduce them to the most advanced technology, transferring our experience in our home market. Immediately following this acquisition, we had taken the decision to convert a material portion of lifecell’s debt to equity and restructure remaining debt such that the company was indebted in local currency terms. The restructuring operation proved to be tough with numerous difficulties faced including local regulations and an unstable macroeconomic environment. Turkcell successfully overcame all difficulties, obtaining necessary permissions for loan registrations and cash transfer operations within a very short period of time. As a result, the currency risk of outstanding lifecell debt on the consolidated financial statements was eliminated, improving the visibility of Group net income.


Deal of the Year: Turkcell Has Reinforced Its Regional Leadership with the Ukranian Acquisition

Special thanks should go to Mr. Ilter Terzioglu, Turkcell Chief Strategy Officer, who successfully led the project team throughout the transaction process. Working in such a competitive industry, how do you differentiate your business from that of your competitors? In our home country, Turkey, we have restructured our operations end-to-end to be able to provide all our mobile, fixed and broadband services in an integrated and coordinated manner to meet the expectations of our consumer and corporate customers. While our leader position in the mobile market allows us to deliver our integrated new services to our clients much faster, being a challenger in the fixed market and a new player in the TV market supports our potential for growth in these markets. In the upcoming period, we will strengthen our leading position providing integrated communications and technology services in Turkey and the surrounding region with the support of our strong 4.5G and fiber network. We have also taken steps to streamline the customer experience, making sure that we provide end-to-end services and become a one-stop-shop when addressing the needs of our customers as an integrated operator. Turkcell also has ambitious plans on the international front. We have established Ukraine as the pilot country for our international operations and invested heavily starting from the 3G licence auction where lifecell was awarded the most efficient licence. On the back of this success, lifecell was the first operator to introduce 3G services in Ukraine with 3G+ three-carrier aggregation that allowed lifecell to offer speeds of up to 63.3 Mbps. Following the brand change, lifecell’s success story continues: It serves as our pilot subsidiary as Turkcell elevates its relevance in the region and raises its profile on the international scene. Moreover, we will increase our global presence through globally relevant products such as our IP-based communication platform BiP – which has already been downloaded more than 6 million times in 189 countries. We also explore and evaluate M&A options to selectively invest in countries where we can leverage our regional expertise.

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Company: HAYSTACKID LLC Name: Kevin Glass E-Mail: KGlass@haystackid.com Address: Six Beacon Street, Suite 815, Boston, MA 02108 US Telephone: 011 (877.942.9782)

Deal of the Year: USA TMT Deal of the Year for the HAYSTACKID Acquisition of FLEX Discovery Transaction HAYSTACKID is an international end-to-end eDiscovery and forensics services and solutions provider. We offer consultation and best in breed technology-driven solutions to corporations and law firms that vastly improve legal hold, data collection and eDiscovery workflow.

HAYSTACKID is one of the most recognized digital forensics and eDiscovery providers today. When it really matters, top corporations and their law firms turn to HAYSTACKID’s expertise as a premier eDiscovery service provider when forensics workflow expertise is essential and a “bet-the-company” litigation is looming. When it comes to high stakes or high profile digital forensics and eDiscovery related matters, the most prominent law firms and corporations in the have gained trust in the expertise of HAYSTACKID. We address the most complex investigative, discovery related and risk management challenges providing the right balance between technology solutions and our human expertise. Acquisition of Flex Discovery transaction In June 2015, the firm announced its intent to acquire the privately-held company, FLEX Discovery. Headquartered in Chicago. FLEX Discovery is a managed service provider focused on streamlining the discovery process during information-intensive litigation scenarios via electronic and paper discovery services. FLEX Discovery has an in-depth working knowledge of the vast majority of litigation support technologies in the industry. As such, this acquisition will further expand upon HAYSTACKID’s already robust managed service provider expertise and facilitate new technology partnerships and vendor relationships. In addition, FLEX Discovery’s product portfolio, clientele and employee base will help HAYSTACKID develop a deeper footprint in critical growth markets, i.e. Chicago and Washington D.C. Kevin Glass, CEO of HAYSTACKID said: “We are thrilled to shortly welcome the FLEX Discovery team to HAYSTACKID. As the demand for digital forensics and electronic discovery services continues to rise in the legal sector, HAYSTACKID wants to be in the best position possible to support current and potential client needs. With our expanded team and network, we are better suited than ever before to accomplish that objective.”

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“There is a tangible synergy between FLEX Discovery and HAYSTACKID, which makes the prospect of this acquisition incredibly exciting for us,” said Eric Singer, Chief People Officer, FLEX Discovery” added. HAYSTACKID will maintain operations in all of FLEX Discovery’s offices and data centres as part of the acquisition. Eric Singer will assume the position of Executive Vice President for HAYSTACKID. He will be responsible for driving sales, managing the Chicago and Washington, D.C. office integration, and overseeing the expanded HAYSTACKID client services team. “We see this planned acquisition as an integral step toward expanding our market share domestically and internationally in the highest priority geographies,” said Jason Glass, Executive Vice President , HAYSTACKID. “We look forward to welcoming the FLEX Discovery employees andclientele.” Our Vision Corporations will proactively involve themselves in the electronic discovery and managed review process, scrutinising their expenses and directly working with subject matter experts to identify process improvement strategies. With the escalation of eDiscovery processing and billable hour expenses on the rise, corporations need a strategic partner to help mitigate their risk and cost effectively manage the information discovery lifecycle process. HAYSTACKID is that partner. Because we are technology-neutral, HAYSTACKID can utilise the best technology options available and provide our clients with customised strategic solutions to efficiently search, collect, preserve, analyse and review electronic information. Industry Leader HAYSTACKID’s singular focus is serving the needs of our corporate clients and their counsel. As a leader in the risk management and litigation support industry with corporate clients around the globe, HAYSTACKID


Deal of the Year: USA TMT Deal of the Year for the HAYSTACKID Acquisition of FLEX Discovery Transaction

is an industry innovator - setting standards with new products and services and expanding the reach of our client relationships. Our technology-neutrality allows us to take advantage of the best software and solutions as they hit the market, customising the experience for each of our clients to maximise accuracy and affordability. HAYSTACKID collaborates with many technology companies to beta test and stress test their new technologies because no organisation handles more “big� data, or has such a complete understanding of the eDiscovery and litigation support process from all possible angles. HAYSTACKID reports back with enhancements and will only use tried and true technology. With consultative eDiscovery services and a systematic approach to strategy, HAYSTACKID helps predict, control and cut costs while still yielding the best possible results for the corporation, law firm or government agency.

Global Footprint HAYSTACKID offers a global perspective backed by extensive industry expertise. We have greatly expanded our presence in the EU Economic Community (EEC) by winning several large forensics and ESI matters. We maintain six major United States operations in Boston, Chicago, New York, San Diego, Washington D.C., Beaverton, Houston and San Francisco. We also have a European office in Frankfurt, Germany, Germany and Paris, France. Our network spans over 50 geographical markets. Relationships HAYSTACKID understands the difficulties enterprises and law firms face when beginning to use electronic litigation services and forensics solutions in a dynamic and rapidly evolving era. Our qualified and certified forensics professionals help bridge the gap between technology and litigation for the best possible outcomes.

HAYSTACKID works with you to orchestrate the most meaningful and predictable model to control costs, allowing you to forecast and budget accurately within your unique business structure and culture. We stake our reputation and business success on your satisfaction, and depend on your continued partnership to progress as an organisation. Our People HAYSTACKID is committed to hiring the most talented and hardworking employees in the industry, providing our clients with a high return on their investment and delivering unmatched responsiveness and client care. There is no doubt that HAYSTACKID is a highperformance and high-stress environment, though the people we attract and bring aboard thrive in these deadline-driven conditions. We hire exceptional people and invest in training for their continued professional development.

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Adebola Sonajo Name: Adebola Olubanjo - Executive Leader E-Mail: adebolasobanjo@ hotmail.com Phone: 00234 1 8042032

Leading Adviser in Nigeria Adebola Sonajo is a private company established in 1980 without any foreign equity but with a turnover of $800,000 – 1 million per year. and provides a number of services including: • Auditing; • Taxation & management consultancy; • HR solutions; • Insolvency practice. Oil is a huge part of the Nigerian economy but the government changed last year due to the general election. The new government has focussed on the economy, moving it away from oil to agriculture and the country is using that to employ more people. Also, there is high unemployment, so the crime rate is high and there is work to be done in order to improve solid minerals to be exploited, processed and exported. Major challenges There is no electricity where I am located, so this is an immediate challenge to Nigeria and it has slowed down the industry who suffer because they have to buy a generator and diesel to power it and that of course increases the cost of production. This makes internal production more expensive than external production, but having said that labour costs here in Nigeria are very low. The high cost of production is therefore a major challenge and industry are now trying to utilise the solid mineral now to be a source of income. The new government are also trying to revive the manufacturing companies but that will require the infrastructures to begin with, but the security of the country is a key factor for example there have been kidnappings and people here in Nigeria are afraid to go from place to place. Telecommunications Many of Nigeria’s young people are interested in telecommunications and the government is looking into how they can make the country more competent in this area. The country is also looking into how they can put education into a prime position, in terms of Universities and schools, so that the people can be trained in literacy and be given technical education that is relevant to the needs of the people and the industry. The country is going through a time of reorganisation, re-education, rebuilding and revamping. Infrastructure however is one problem because the routes are very bad and we need to look into how to improve the roads and the railway. The latter is not doing very well, and the lines have very narrow gauges, so the government is trying to find a way to transport agricultural goods to the urban areas so that people can buy them.

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Opportunities for overseas investors The potential for investment from other countries is huge and the government is doing everything they can in this respect. Our company is ensuring that people are given the guidelines they need and to hold their hands to help them establish their companies without any stress. In the power sector, the government is looking for people who can partner with them or Nigerian companies. The government allows a company to come in with 30% equity or to have equity in the electricity, solid mineral and agriculture sectors for example. The government is looking not only for raw materials, but also for people. In the telecommunications sector, Nigeria wants to have industrial city parks and the people to ensure this is done. While the opportunities for overseas investment is huge, there are so many problems that need to be solved. If they are to be solved, then there is every opportunity for this to be done as investors to come into the country. Staying one step ahead We have started off a number of companies, many of whom have gone on to increase in size. Some of them have established subsibdiaries in other countries and we are a member of VKR International which is an association of accountants and business advisors. We leverage our relationship with them to bring higher quality performance to our services and ulitmately our clients. As a company, we ensure that our staff are members attend conferences and training at national and international level, to obtain knowledge of best practice, so that when we come back we are in a position to compete with our colleagues. It is good to know about innovation and what is happening in other countries, but more than that we try to ensure that client satisfaction is given a priority. Our firm is customer centred, and we try to look at how to we can be in the position to compete and ensure that the problem of the client is owned by us. We try to solve the problem together with the client of course, so they are not alone. Our company stands for a high standard of performance, affordable prices, international best practice for example and with all these aspects combined we are different from others.


Leading Adviser in Nigeria

The future While we were preparing for the elections in 2015, the economy closed down. When the new government came in, they needed to form a new cabinet and get the new government running. So for the most part of last year, operations were very slow for this reason. But in 2016, it has been very encouraging that the new government has put back the focus back on the economy so that has been a huge opportunity for us as a company. We can therefore see that the future is very bright for Nigeria and our company. We see our company doubling in size over the next 12 months.

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