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News: from around the world

Acquisition International • September 2015

News: from around the world

www.acquisition-intl.com

On the Right

Track

Go-karting company TeamSport’s acquisition of Pole Position is this edition’s Deal of the Month. TeamSport’s Managing Director Dom Gaynor got in touch with us about securing the deal and striving towards further success. /14

Copperstone Capital is an investment management firm founded in 2010 in Moscow. We spoke to David Amaryan, Managing Partner & Chief Investment Officer to find out a little more about the company. /13

The Importance of IP in M&A transactions Experts from around the globe including PETERSONA PATENTS Patent and IP Law Bureau, CN-KnowHow IP Group, Conpak CPA, Padima and RUCELLAI & RAFFAELLI give us their insights on the subject. / 46 Entertainment and Media: The Speeding Edge of the Digital Revolution Dunaud Clarenc Combles & Associés tell us about the wealth of experience they offer for their clients. / 36 www.acquisition-intl.com

The Changing Face of Shipping Matt Hannaford, Partner at maritime law firm CDG gives their insight on overcapacity in the shipping industry. / 25

Europe: On the Road to Recovery French boutique law firm BloWin Avocats give their insight into the French economy and Europe as a whole. / 38

Kenya: Ensuring Economic Growth Mohammed Mugai Advocates talk to us about the growth of their firm as well the burgeoning opportunities now present in the Kenyan economy. / 32

Bermuda: Poised for Economic Recovery We caught up with Oyster Consulting to find out how significant growth and a renewed interest in domiciling funds is having a positive effect on the island. / 24

Extension of the Arbitration Clause to a Non-Signatory Party to the Contract HB Law Firm Bakouchi & Habachi take an in-depth look at an interesting aspect of arbitration law. / 27

Global Mobility: The Key to Success in a Globalised World Jaensch Immigration Law Firm tell us how their dedicated services allow the immigration process to run smoothly. / 42

Romania: Flying High Hein van Dam, Partner-in-charge of the Financial Advisory Practice at Deloitte Romania, gives us his thoughts on this thriving region. / 23 A Spotlight on Insolvency & Restructuring Laura Hatfield at Solomon Harris told us about the myriad changes taking place across the legal landscape. / 19 Corporate Immigration and the Diversified Economic Age We caught up with Gibney, Anthony & Flaherty, LLP, an American law firm with a long history of helping businesses. / 28 Acquisition International - September 2015 1


DEEP & FAR

Attorneys-at-Law 13th F1., No. 27, Sec. 3, Chung San N. Rd. Taipei 104, Taiwan, R.O.C. Tel: +886-2-2585-6688 Fax: +886-2-25989900/25978989 email@deepnfar.com.tw Deep & Far was founded in 1992 and is one of the largest law firms in this country. The firm is presently focused on the practice in separate or in combination of all aspects of intellectual property rights (IPRs) including patents, trademarks, copyrights, trade secrets, unfair competition, and/or licensing, counseling, litigation and/or transaction thereof. Since this firm edges itself into the IPRs field, the firm quickly comes to fame. As an illustration, this firm often is one of the largest sources from which foreign filing orders originate. The fascinating rise of this firm begins from the founder of Deep & Far attorneys-at-law, C. F. Tsai, who is the one first patent practitioner in this country who both has technological and law backgrounds and is qualified as a local attorney-at-law. The patent attorneys and patent engineers in this firm normally hold outstanding and advanced degrees and are generally graduated from the top five universities in this country and/or the university in the US. Our prominent staffs are dedicated to provide the best quality service in IPRs. As a proof, about one half of top 100 incorporations in this country have experiences of seeking patented their techniques, but more than one fifth of the top 100 incorporations are/were clients of this firm. Furthermore, Hi-Tech companies in the science-based industrial park located at Hsin Chu play an important role in booming the economy of this country. About one half of which have experiences in seeking patented their techniques, and out of more than 60% of the patent-experienced companies in that park have ever entrusted their IPR works to this firm.

We have experienced in seeking IPR-protections for our clients in more than 100 territories all over the world. We have thousands of IPR-cases respectively prosecuted before official Patent Offices of major industrialized countries. This firm not only is the most competent in IPR-related matters in this country but also is very familiar with IPR-practices in major industrialized countries. As a matter of fact, this firm oftentimes tries and makes precedents of new claim-drafting styles. While we might have become wonderfully famed locally with remarkable appreciation and respects, we would like to extend our services for internationalized or quality service-requiring foreign conglomerated giants, corporations or individuals. We strongly believe that we will win more applause from clients all over the world.

www.deepnfar.com.tw


Contents

Editor’s Comment Welcome to another exciting issue of Acquisition International. This month UK go-karting company, TeamSport, were in touch with us about their landmark acquisition of Pole Position Indoor Karting in Leeds. Their Managing Director, Dom Gaynor, took the time out to talk us about the significance of the deal, and how this will spur them onto greater success. Further across Europe we get the expert opinion of Deloitte on Romania’s thriving economy, and their plans to capitalise on this success.

Deal of the Month: Team Sport Acquisition of Pole Position Indoor Karting TeamSport is the number one provider of indoor karting in the UK, providing customers with the ultimate indoor karting experience. We spoke to their Managing Director, Dom Gaynor, who told us about their landmark deal and how it will springboard them towards further success. /14

We’re also exploring India, where we get the inside track on the country’s booming economy. South Asia’s leading risk consulting firm Lancers Network Limited were at hand to give us their views.

News /4

13/ Copperstone Capital

The latest news stories from around the world.

16/ Accounting for SMEs

18/ Setting up a Franchise Business in Japan

As well as looking at major transactions in our deals section, we also take a closer look at the role of intellectual property in M&A. A diverse range of experts gave us their views on why the importance of IP cannot be understated.

Sector Talk /11

19/ A Spotlight on Insolvency & Restructuring

Powered by Zephyr/ Bureau van Dijk.

20/ Competition & Antitrust Law: Ensuring Compliance & Avoiding Disputes 22/ India: The Rise of a Sleeping Giant

Global Mobility /42 The Key to Success in a Globalised World.

The Importance of IP in M&A transactions /46 Often overlooked in a major transaction is the importance of IP.

We hope you enjoy the issue. 60 Seconds With... /54 Mark Toon, Editor mark.toon@ai-globalmedia.com

We catch up with some successful companies currently flourishing within their respective sectors.

Deal Diary /58 Introduced by Zephyr/ Bureau van Dijk. How to get in touch

www.acquisition-intl.com

23/ Romania: Flying High 24/ Bermuda: Poised for Economic Recovery 25/ The Changing Face of Shipping 26/ The Global Tax [r] Evolution

And of course there’s the usual news, views and regional round ups from around the world.

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

17/ Disrupting the M&A Industry

27/ Extension of the Arbitration Clause to a Non-Signatory Party to the Contract 28/ Corporate Immigration and the Diversified Economic Age 30/ Thinking Differently About M&A Integrations 31/ Intellectual Property: Protecting and Realising the Value of Intangible Assets 32/ Kenya: Ensuring Economic Growth 34/ Malta - The Binary Option Destination for Your Business 35/ Offshore Wind Attracting a Variety of Investor Groups 36/ Entertainment and Media: The Speeding Edge of the Digital Revolution Package 38/ Europe: On the Road to Recovery

Find us on/

39/ MDJ and Partners - Certified Public Accountants 41/ In Profile

Acquisition International - September 2015 3


News: from around the world

Balfour Beatty Joint Venture Selected to Deliver £292 Million A14 Construction Package for Highways England Balfour Beatty, the international infrastructure group, announced that its joint venture with Carillion has been selected by Highways England to deliver a £292 million construction package to upgrade the A14 between Swavesey and Milton as part of the wider A14 Cambridge to Huntingdon improvement scheme. The 50:50 Balfour Beatty Carillion joint venture has been selected for the construction package to widen a critical and complex 10 mile stretch of the existing A14. Works, which will take place in a live-traffic environment, will include the widening of existing road sections between Swavesey to Girton, including the Girton Junction with the M11 Motorway and the Cambridge Northern Bypass. The project will also require major junction rebuilds and numerous services diversions.

4 Acquisition International - September 2015

The wider Cambridge to Huntingdon improvement scheme, to which the government has pledged a £1.5 billion investment, is subject to statutory approval. The scheme will be delivered through an integrated delivery team comprising of a number of contractor joint ventures, designers and Highways England employees. The Balfour Beatty Carillion joint venture is the second construction joint venture to be appointed and will work collaboratively with all parties to input to the detailed design and preconstruction planning.

Leo Quinn, Balfour Beatty Group Chief Executive said:“This is a complex project and our joint venture brings proven expertise and experience in working as part of an integrated delivery model – something which is going to be crucial for the successful delivery of this project. “The improvements the scheme will deliver will help to relieve congestion on one of the busiest parts of the strategic road network between the Midlands and East Anglia and support national and regional economic growth.”

Main construction work is due to start in late 2016 with the new bypass and widened A14 opening to traffic in 2020.

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News: from around the world

News: from around the world

EU Consumer Scoreboard Shows Untapped E-Commerce Potential The 2015 EU Consumer Scoreboard shows that cross-border e-commerce is still an under-developed market in Europe, and 61% of consumers feel more confident buying online from their own country (61%) than from another EU country (38%).

consumers continue to face restrictions and price discrimination due to their country of residence in cross-border transactions. These issues also account for the majority of complaints about cross-border e-commerce received by European Consumer Centres.

The scoreboard which focuses on the digital single market also found that the lack of trust, territorial restrictions and price discrimination are still barriers to cross-border e-commerce.

Further awareness-raising on consumer rights is also needed. Consumers’ and retailers’ awareness of some key consumer rights guaranteed by the EU legislation remains limited. Only 9% of consumers were able to answer correctly when asked about their rights, with the lowest levels of knowledge found among young people.

The Commission will put forward a proposal before the end of the year to make cross-border e-commerce easier in the framework of the digital single market. It will include EU-wide rules on contracts and consumer protection for online purchases. Věra Jourová, Commissioner for Justice, Consumers and Gender Equality said: “The 2015 Consumer Scoreboard confirms that consumers do not yet fully trust cross-border e-commerce. One of the priorities of the Juncker Commission is to complete the Digital Single Market and unleash its full potential. This is why we have to lift the remaining barriers to crossborder e-commerce. By the end of the year, the Commission will propose new rules offering better access for consumers and businesses to digital goods and services across Europe. “ One major finding found that consumers buying across borders still face many problems, in particular, regarding delivery and product conformity. Moreover,

EV Energy Partners Announces $259 Million in Acquisitions from Certain EnerVest Institutional Partnerships

EV Energy Partners, L.P announced it has entered into four agreements with certain EnerVest Institutional Partnerships (EnerVest) to acquire oil and natural gas properties, which represent combined estimated net proved reserves of 302 Bcfe, in the Appalachian Basin, San Juan Basin, Michigan and Austin Chalk for a combined cash consideration of $259 million. The acquisitions are expected to close on October 1 and are subject to customary closing conditions and purchase price adjustments. EVEP plans to fund the acquisitions with available cash and borrowings under its revolving credit facility.

Moreover, further development of Alternative Dispute Resolution (ADR) promises more effective consumer redress. A quarter of all consumers encountering problems do not complain. The majority of consumers who did not take any action in case of a problem were discouraged by the perceived difficulties (e.g. low likelihood of success, lack of information, length of procedure). Satisfaction with complaint handling is highest amongst those consumers who complained to ADR bodies, even though the use and knowledge of these bodies are still relatively low.

One of the acquisitions is the purchase of a 100 percent ownership interest in Belden & Blake Corporation (Belden). Belden owns oil and natural gas properties in the Appalachian Basin and Michigan near EVEP’s existing properties. Belden’s estimated net proved reserves are 120 Bcfe. As a result of the transaction, Belden will become a wholly-owned indirect subsidiary of EVEP and will remain a C-Corp, subject to state and federal taxation.

Additionally, trust in product safety has been relatively stable over the years, with retailers consistently having more positive views than consumers (69% of consumers and 75% of retailers agreed that most non-food products on the market are safe).

EVEP’s valuation of Belden included an assessment of future taxation at Belden as well as its working capital and other net assets. At recent strip prices, EVEP estimates that corporate taxes at Belden will be negligible for the remainder of 2015 and less than $1.0 million annually for 2016 and 2017. The remaining properties to be acquired, which represent combined estimated net proved reserves of 182 Bcfe, include additional working interests in certain of EVEP’s existing Austin Chalk and Appalachian Basin properties and additional properties located near EVEP’s existing San Juan Basin position. The San Juan asset is currently subject to a volumetric production payment (VPP) owned by a third party which expires at the end of 2016. The VPP volumes are approximately 6.0 and 5.1 Mmcf/d of production for the remainder of 2015 and 2016, respectively. The acquisitions do not include Utica Shale or Eagle Ford formation rights.

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Acquisition International - September 2015 5


News: from around the world

News: from around the world No Case for Renationalising UK’s Utility Sector, Paper Finds

Based on the outcomes of utility privatisation for the government, shareholders and customers since the 1980’s, there is no case for renationalising the utility sector, a new paper from the Adam Smith Institute has found. The paper, “Utility Gains: Assessing the Record of Britain’s Privatized Utilities” assesses the various utility sales of telecoms, gas, water and electricity companies during the 1980’s and 1990’s and looks at how government, shareholders and customers fared since the privatisation process. The paper finds investment in utilities is now much higher than before privatization, especially in the electricity distribution and water sectors. In the latter case, substantial real price increases have helped finance this investment which had been woefully inadequate prior to privatization in 1989. Over the 25-year period, roughly £110 billion has been invested in the water sector, with the overwhelming majority of this sum being spent by the ten privatized water companies. Currently, over £4 billion per year is being invested. The paper argues that the privatisation of utilities also created an innovation spike, specifically in the telecoms sector. Privatising British Telecom in 1984, it argues, created a new industry as the staid former Post Office subsidiary started to participate in an international marketplace, in which mobile telephony was developing at a rapid pace. Within a few years, Vodafone had become the pioneer of mobile telephony to such an extent that, by 1999, it had become the fourth most valuable company in history within just two decades of its founding. Had British Telecom remained stateowned, it is probable that the broadband rollout would have been delayed even further.

India's Internet of Things (IoT) Market to Grow at a CAGR of Over 28% During 2015 - 2020 According to a recently released TechSci Research report, “India Internet of Things (IoT) Market Opportunities & Forecast, 2020”, the IoT market in India is projected to grow at a CAGR more than 28% during 2015 - 2020. Growth in the market is anticipated on account of ongoing technological developments in IoT technology for providing better connectivity and coverage as well as real-time monitoring & tracking of services and systems across diverse industry verticals to reduce operational and manpower costs. Moreover, various government projects such as smart cities, smart transportation, smart grids, etc., are also expected to further propel use of IoT technology in the country over the next five years. In the IoT landscape, number of connected devices have also been increasing at a tremendous rate over the last few years. Various companies across India have realized that they can use data to optimize costs, deliver better services, and boost revenues. In 2014, consumer electronics dominated the India IoT market, followed by automotive & transportation and BFSI sectors. Major players operating in India IoT market include Intel, Texas Instruments, Telit, Gemalto, Infosys, IBM, and Wipro.

“Growing adoption of Cloud in IoT services and shifting focus over industrial IoT (IIoT), rising market of M2M communication and increasing trend of wearable technology applications are among the major factors driving IoT market in India. Moreover, government launched International IoT Research Collaboration Scheme (IIRC), which aims to attract private investments in IoT related R&D. “Furthermore, various Indian companies are increasing their focus and partnering with other companies for developing new IoT and M2M solutions. For instance, Wipro entered into a partnership with Software AG in January 2015 to develop a joint solution platform which would provide real-time intelligence for the Internet of Things (IoT) market.”, said Mr. Karan Chechi, Research Director with TechSci Research, a research based global management consulting firm. “India Internet of Things (IoT) Market Forecast & Opportunities, 2020” has evaluated the future growth potential of Internet of Things (IoT) market in India, and provides statistics and information on market structure, size, and shares. The report is intended to provide cutting-edge market intelligence and help decision makers take sound investment evaluation. Besides, the report also identifies and analyzes the emerging trends along with essential drivers, challenges and opportunities in India Internet of Things (IoT) market.”

Author of the report and Senior Fellow of the Adam Smith Institute, Nigel Hawkins, said: “In the light of recent criticisms of privatisation – including Jeremy Corbyn’s call to renationalise utilities and transport – this paper aimed to assess how the three major stakeholders actually fared in the sweeping privatisation of utilities throughout the 1980’s and 1990’s. “It is clear that while utility privatization is not a perfect solution, it is infinitely better than stultifying public sector ownership. It is inconceivable that the massive level of utility investment over the last quarter century could have been undertaken if public ownership had continued.”

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Acquisition International - September 2015 7


News: from around the world

News: from around the world

Brazil Offers Both Opportunities and Obstacles for Companies and Their Transferring Employees Although it is the fifth largest country in the world, Brazil poses both significant opportunities - and obstacles - for employers and their relocating employees, according to a new report from Cartus Corporation, a leading provider of global relocation services. The report, “Best Practices for Effective Relocation to Brazil: Guide for Mobility Managers,” points out that Brazil has seen a large influx of assignment volume in recent years. However, the list of country-specific challenges that companies and their employees must overcome for success there are noteworthy. According to Cartus, the top three challenges in Brazil are: regulatory issues and government bureaucracy, security and cost control.

“Regulatory issues can affect timelines for employees relocating to Brazil in a number of key areas, such as visas and shipment of household goods,” says David Pascoe, Senior Vice President, Client Services at Cartus. “It’s critical for human resources and relocation managers to understand the do’s and don’ts as this region continues to grow in importance.” In addition, a successful job transfer to Brazil can hinge on a number of complex cultural issues, and intercultural training plays a key role in helping reduce costly assignment failures. The Best Practices for Effective Relocation to Brazil report is the second in a series from Cartus. The company’s next report will focus on best practices in Africa.

Enterprise Video Market Worth 36.84 Billion USD by 2020

According to a new market research report by MarketsandMarkets, the global enterprise video market is expected to grow from USD 16.98 Billion in 2015 to USD 36.84 Billion to 2020, at a CAGR of 16.7% from 2015 to 2020. The report remarked that enterprise video has gained traction these days, owing to large use of video technologies and services among enterprises. It brings together technologies and platforms for ingestion, annotation, cataloguing, storage, retrieval and distribution of video content across companies. It brings flexibility in remote working conditions, reduces capital expenditure, improves productivity and expands outreach. North America is estimated to account for the largest share of 34.5% of the global Enterprise Video Market in 2015. Factors such as increase in use of collaborative techniques for content delivery, growing adoption of cloud, and technological advancements in medical and healthcare sector, growth in smart education techniques are driving the growth of the Enterprise Video Market in the region. However, this share is expected to decline by 2018. The prime cause for this drop would be the increase in growth for Enterprise Video Market in the Asia-Pacific region. This is due to the high demand of video solutions from developing and developed organizations and the increasing number of SMBs in the APAC region. The North America region is expected to address the various key challenges in this market, including interoperability, tackling complexity of issues in video content and technologies and high costs of video conferencing equipment. AT&T and Cisco are the providers of video solutions in North America. The major players in the global enterprise video market are Alcatel - Lucent, Avaya, Cisco, IBM, Huawei, Polycom, and Verizon Communications among others. Partnerships and agreements are the key strategies adopted by the players offering enterprise video solutions to grow in the market. These strategies accounted for a share of 41% of the total strategic developments in the Enterprise Video Market. Companies such as Alcatel-Lucent, Cisco, Avaya, Huawei, Microsoft, and Polycom have also adopted new product launches as an eminent strategy to expand their client bases and tap new market spaces with improved solution capabilities. This strategy accounted for 26% of the total strategic developments in the Enterprise Video Market.

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Acquisition International - September 2015 9


• • • • • • •


Sector Talk

powered by

Energy, Environmental and Cleantech Mergers and acquisitions (M&A) activity targeting the global energy, environmental and cleantech sector weakened in the first six months of 2015, compared to the second half of 2014. While H2 2014 marked a particularly high base, which perhaps makes for an unfair comparison, M&A targeting the industry in the first half of 2015 was still the lowest recorded since H2 2012. In the six months to the end of June, a total of 1,451 transactions worth an aggregate USD 163,629 million targeted companies operating in the energy, environmental and cleantech sector, according to Zephyr, the M&A database published by Bureau van Dijk. In monetary terms, the result was half the USD 330,832 million recorded in H2 2014, while volume was 13 per cent lower than the 1,671 deals signed off in the last six months of 2014. In a 12-month comparison, value held reasonably well compared to the USD 179,352 million invested in the sector in the first half of 2014, against a 10 per cent decrease in volume (H1 2014: 1,607 deals). While M&A activity got off to a modest start in 2015, the result is by no means poor when considered alongside the low-points of the last nine years, when value sank to USD 121,161 million in H1 2010, while volume fell as low as 1,091 in H2 2011. There have been some sizeable deals in the energy, environmental and cleantech sector so far in 2015, the biggest of which was announced in July, marking a strong start to the second half of the year. The transaction in question was the acquisition of US natural gas processor MarkWest Energy Partners by MPLX, a limited partnership of Marathon Petroleum, for USD 20,000 million. The second-largest deal targeting the industry occurred in the first half of

Number and Aggregate Value (mil USD) of Energy Environmental & Cleantech Deals Globally: 2006-2015 YTD (as at 31/8/15)

the year, when US oil and gas pipeline giant Energy Transfer Partners took over its affiliate Regency Energy Partners in a deal worth USD 18,000 million, including debt, which closed in April. Two more deals broke the USD 10,000 million-barrier, the first of which was similar to the Energy Transfer Partners transaction, with Williams Companies agreeing to purchase all outstanding shares in its subsidiary Williams Partners for USD 13,798 million in May. Interestingly, a month after that announcement, Energy Transfer indicated its intention to pursue a takeover of Williams Companies, on the condition that the Oklahoma-based group terminate the deal to consolidate its limited partnership. In the second of the two USD 10,000 million-plus transactions, Atlanta’s Southern Company agreed to buy natural gas distributor AGL Resources for USD 12,000 million including debt, to create the second-largest utility in the US by customer base. Given that the four deals which surpassed USD 10,000 million in value all targeted US companies, it is unsurprising that North America accounted for the lion’s share of investment in the global energy, environmental and cleantech industry in the year to date. M&A worth a collective USD 122,408 million targeted the region, although this was half the USD 263,290 million recorded in 2014. However, the

result was more than two-and-a-half times greater than second-placed Far East and Central Asia, for which deals worth a total USD 46,272 million were announced in the eight months to the end of August. Western European companies operating in the energy, environmental and cleantech sector were targeted in transactions worth a combined USD 39,610 million, down 42 per cent on USD 68,617 million in 2014 and three-times lower than the value of deals targeting North America. Volume was down across the board; companies based in the Far East and Central Asia were the most frequently targeted, with 577 transactions recorded in the year to date, compared to 769 the previous year. Western Europe was second with 555 and Eastern Europe third with 322. North America was targeted in 289 deals, down from 667 in 2014, which, given the region’s leading position in the rankings by value, implies large individual transaction values in the eight months to the end of August. In conclusion, M&A activity in the global energy, environmental and cleantech sector was steady rather than impressive in the first six months of 2015. There were some significant transactions, chiefly targeting North America, and there are signs of more to come in the second half of the year.

Number and Aggregate Value (Mil USD) of Energy Environmental and Cleantech Deals Globally by Deal Type: 2006-2015 to date (as at 31 August 2015) Deal type

Number of deals

Aggregate deal value (mil USD)

Acquisition

11,124

2,232,258

Minority stake Capital increase Institutional buy-out Merger

10,640 4,097 573 42

838,274 593,332 184,513 960

Deal half yearly value Number (Announced date) of deals

Aggregate deal value (mil USD)

H2 2015

456

81,085

H1 2015

1,451

163,629

H2 2014

1,671

330,832

H1 2014

1,607

179,352

Management buy-out

50

864

H2 2013

1,915

192,254

MBI / MBO

4

97

H1 2013

1,589

187,245

Demerger

40

40

H2 2012

1,278

139,154

Management buy-in

4

23

H1 2012

1,092

136,897

H2 2011

1,091

164,939

H1 2011

1,118

179,733

H2 2010

1,261

241,545

H1 2010

1,306

121,161

H2 2009

1,411

128,782

H1 2009

1,361

176,508

H2 2008

1,231

156,650

H1 2008

1,350

127,777

H2 2007

1,385

340,584

H1 2007

1,344

333,696

H2 2006

1,216

245,299

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Aggregate Value (mil USD) of Energy Environmental and Cleantech Deals by Region: 2006 - 2015 YTD (as at 31 August 2015) World region (target) North America

2010

2011

2012

2013

2014

2015

74,860

150,441

111,686

130,742

263,290

122,408

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

24,525 64,565 66,759 93,117

21,686 81,037 46,422 27,216

26,745 51,388 27,606 34,824

43,658 79,988 70,492 34,343

61,603 68,617 58,513 40,236

46,272 39,610 13,422 9,327

Africa Middle East Oceania

629 563 7,931

1,242 249 14,229

5,788 427 17,556

10,668 1,152 11,670

654 1,814 25,165

6,119 4,517 3,091

Acquisition International - September 2015 11


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.

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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 Email: 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 - September 2015 13


Deal of the Month Welcome to our monthly showcase of a major deal that is getting the business world talking this month.


Deal of the Month: Team Sport Acquisition of Pole Position Indoor Karting

Team Sport Acquisition of Pole Position Indoor Karting Company: TeamSport Indoor Karting Name: Dom Gaynor Email: info@team-sport.co.uk Web: www.team-sport.co.uk Telephone: 0844 998 0000

TeamSport is a rapidly growing business, having opened 7 new tracks in only 2.5 years. As Managing Director, the majority of my time is spent focussing on new projects and acquisitions and building our all important pipeline for the future growth. Together with the highly experienced management team we have also invested a great deal of time and energy in developing our overall business strategy and ensuring regular, meaningful engagement with all employees company wide. As Managing Director, most of my time is spent on new projects and acquisitions, and building our pipeline for the next few years. The other key aspects of my role are working on strategy with my management team and generally overseeing the business, talking to our great people and hopefully inspiring them to achieve more. In terms of what makes us unique, we tend to invest more in our facilities than other tracks in the UK, so the core product we offer is really strong. Perhaps more importantly is the focus of our people on delivering exceptional service. In my view, this is what really sets us apart from other leisure experiences. Since our inception, we have been a growing company adding more and more tracks across the UK. We began in 1990 under the banner of ‘Go-Karting For Fun’ in Guildford where we set new standards for go karting events and unparalleled centre facilities. Since then we have gone from strength to strength, establishing ourselves as a leader in our industry and looking towards sustaining and building upon this success. Our acquisition of Pole Position is a testament to this success, and will inevitably lead to further opportunities down the road.

We believe that this deal gives us a springboard into the North of England. We already had a track in Warrington, so to have a second in the North will really build our reputation in this region. With new tracks due to open in Nottingham (December 2015) and Liverpool (early 2016), the Leeds acquisition has enabled us to start building a team in the North for further growth. Pole Position in Leeds had been operating for over 10 years and had a really good reputation. It is a massive track, with a great team who were all really committed and proud to work at what many thought to be the best track in the north. Leeds itself is a great city and with the location of the track so close to the City Centre as well as having great access to the motorway network, this made it a really appealing opportunity for the company. Pole Position will also now benefit from a refit and rebranding of the hospitality areas. We are putting in a new bar and restaurant area, as well as new conference and meeting rooms for events. We think it will give the place a real lift. Trackside, there was not much to do as the circuit itself is excellent, and a really good driving experience. The process of getting the deal done took about nine months to complete, beginning with my first conversations with the vendors. There were a few minor challenges along the way, but nothing we couldn’t work through. From our experience, good communication between all parties seems to be the most important thing in maintaining the momentum on deals. Looking ahead, we plan to be quite aggressive in expanding our services over the next few years. In terms of new builds, we have a really strong pipeline of new opportunities, and I expect us to have at least 20 tracks in the UK by the end of 2016. We are also looking at a couple of acquisitions that could accelerate this growth further.

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Accounting for SMEs

Accounting for SMEs Company: RNSBS Name: Rose Nelson Email: rose.nelson@rnsbs.com Web: www.rnsbs.com Address: Bank of America Building, 26 Elmfield Road, Bromley, Kent BR1 1LR Telephone: +44 020 8228 1135

It is vital for business owners and directors of small companies to ensure that they have accountants on board that they can trust and who can support them in running a successful business. Selecting the right accounting firm is one of the most important decisions to be made when running a business and choosing the wrong accountants can often prove extremely costly. RNSBS is an independent firm of accountants and business advisors and we offer a comprehensive range of accountancy and business advisory services to private individuals and companies throughout a variety of different sectors. Our team is made up of reliable, professional and approachable accountants.

A good accountant is able to help entrepreneurs get the structure of their business right from the very start. They will be keen to have regular meetings, offering guidance throughout and they will do all they can to ensure that management teams fully understand what is required of them legally and that they have a good understanding of their accounts.

managers. To enable us to do this, we offer a raft of different services across numerous areas of our business. These areas of include compliance, business support, consultancy and systems, business start-ups, company formation, corporation tax, personal tax, VAT, NI and PAYE, HMRC investigations and investment and pensions.

Whatever the reason for becoming your own boss and starting up a company of your own, and no matter what type of company you are developing, it is key to understand the risks that may occur and the best ways in which you can avoid or deal with them should the need arise. RNSBS uses its expertise to highlight these risks and helps clients to prepare to tackle these problems.

The most suitable structure for you will depend on your personal situation and your future plans. RNSBS is on hand to assure that each client is dealt with as an individual. When starting a new business, you will no doubt recognise the need for insurance. It can provide compensation and peace of mind should things go wrong but can also represent a significant cost, we help to aid this process by providing regular management information and working closely to get to know the businesses to help develop on areas that could be improved on.

Along with this, it is important to decide the best legal and taxation framework for your enterprise. We assist businesses in understanding the basics of their accounting and the legal requirements surrounding the finances of the business and our personal approach means that we are dedicated to working with our clients as a team. We are able to provide sound, professional and up to the minute advice to our SMEs and their senior

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Our experienced team is there to relieve our clients of the regulatory burden and leave them more time to concentrate on other areas of their business. In short, we will make sure everything is in the right format, in the right place and at the right time. At RNSBS, we believe that “your Business is our Business.�

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Disrupting the M&A Industry

Disrupting the M&A Industry Lisiten Associates Business Brokers is a member of the International Business Brokers Association, the Better Business bureau and the Real Estate Board of New York. They act as consultants and business brokers to individual buyers and sellers as well as corporations and investment Groups.

Company: Lisiten Associates Name: Mel Lisiten Email: mel@lisitenassociates.com Web: lisitenassociates.com Address: 330 East 38th St. New York, NY 10016 Telephone: +1 212-661-4160

Lisiten Associates has been acting as a brokering business since 1982. They are a professional, steadily growing business brokerage company and service a wide variety of businesses in a professional and confidential manner. It only took Mel Lisiten 27 years to disrupt the M&A and business brokerage Industries. Prior to this, brokers would advertise their listings in the traditional local manner, or to their limited contact list, but not always confidentially. Today, Lisiten Associates is the undisputed leader in the global marketing of privately held, profitable businesses and companies, doing at least $4m in sales. The company advertises their exclusive listings confidentially on 49 websites and in seven languages. By doing this, they are quickly able to find an optimum buyer for the business, as fast as possible from anywhere in the world. Using this marketing strategy and their proprietary “steps to a sale”, they close more deals than anyone else and have become a leader in the field. Mel calls this “killer marketing techniques”, something he learned years ago in the fashion industry. Mel now applies these techniques to the business of selling businesses. Mel says: “I started

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out selling t-shirts and now I sell companies!” His vast experience helps him to understand almost any type of business, giving him a major edge. This technique is proving extremely successful, as Lisiten Associates has now sold more than 600 companies during its lifetime. Due to this and many other positive factors, Lisiten Associates is now the number one business brokerage in the Northeastern U.S.A. “We constantly strive to continue to be one of the best premier business brokers in the world, providing a first class and personal service to companies and individual acquirers, bearing in mind the needs of both buyers and sellers of businesses, while serving them with confidentiality, integrity and service.” Lisiten associates boasts an elite team of successful professionals and the firm is constantly training new salesmen and women in its winning proprietary methods. There is no limit to the future of this company so only time will tell where the future will take them.

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Setting up a Franchise Business in Japan

Setting up a Franchise Business in Japan Japan is one of the more mature franchise markets and has fully embraced franchising as a means for business growth. With the increasing popularity of franchising by foreign franchisors in the 1970s, entry into the Japanese market via international franchising became common. Today, the statistics show continuing expansion of franchising in the country. Company: Anderson Mori & Tomotsune Name: Aoi Inoue Email: aoi.inoue@amt-law.com Web: www.amt-law.com Address: Akasaka K-Tower 2-7, Motoakasaka 1-chome Minato-ku, Tokyo 107-0051 Telephone: +81-3-6888-5802

Today, in Japan, sales revenues by franchised businesses amounted to approximately JPY 23.5tn, an increase of 5.6% (approximately JPY 1.25tn) over the previous year, for the fourth consecutive year of positive growth. Currently, franchises operate in various industries, among them the food industry (including restaurants, fast food chains and coffee shops), the retail industry (including convenience stores, drug stores and clothing shops) and the service industry (including hotels, private preparatory schools, entertainment facilities and fitness clubs). In Japan, there is no specific franchise act, however, there are various rules governing franchise businesses in the country, which franchisors must comply with. For instance, when a franchisor intends to negotiate a franchise agreement with a prospective franchisee, the Small and Medium sized Retail Business Promotion Act obliges the franchisor to provide written documentation to the prospective franchisee describing the prescribed items and explaining the contents of the written documents.

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Anderson Mori & Tomotsune’s franchise practice team possesses in-depth knowledge of the laws and regulations pertaining to franchising, such as the Small and Medium sized Retail Business Promotion Act, the Act on Prohibition of Private Monopolisation and Maintenance of Fair Trade (Antimonopoly Act), the Trademark Act, the Unfair Competition Prevention Act and the Act on Specified Commercial Transactions. Mr. Aoi Inoue regularly acts for overseas clients seeking to expand into Japan through international franchising. His support includes structuring, negotiating and drafting relevant documents such as international direct franchise agreements, international master franchise agreements and joint venture agreements. In addition, he supports clients by actively providing advice on legal issues and regulations relevant to franchising. Further, he has considerable expertise in handling franchise litigation and alternative dispute resolution proceedings. Mr. Inoue has been nominated for inclusion in the list of recognised franchise lawyers of the Who’s Who Legal: Japan 2013, 2014 and 2015 published by Law Business Research Limited.

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A Spotlight on Insolvency & Restructuring

Company: Solomon Harris Name: Laura Hatfield Web: www.solomonharris.com Address: CIBC First Caribbean House, PO Box 1990, George Town, Grand Cayman KY1-1104, Cayman Islands Telephone: 345-949-0488 Fax: 345-949-0364

A Spotlight on Insolvency & Restructuring Solomon Harris was founded in 1998 by Managing Partner Sophia Harris. With offices in central George Town, the capital of the Cayman Islands, and Zurich, Switzerland, the firm offers cost effective legal advice to both local and international clients wishing to do business in or from the Cayman Islands. We got in touch with Laura Hatfield, the Partner that leads the insolvency, restructuring and litigation team at Solomon Harris, who told us about the services she provides as well as her experience of the myriad changes taking place across the legal landscape. This a thrilling time to be practising law, as the delivery and structuring of the legal services is being revolutionised by technology and globalisation. This brings challenges but mostly fantastic opportunities to spread the Solomon Harris brand and communicate our approach to providing legal services far more widely than was previously possible. As for our region, practising law in the Cayman Islands is an opportunity to interact with multiple jurisdictions in a way that is very fulfilling. As a preeminent offshore financial and professional services jurisdiction, the Cayman Islands attracts people and companies from all over the world to its products and shores. As advisors to such clients, Solomon Harris lawyers are adept at finding solutions that work across borders, cultures and legal systems. My team works predominantly on issues arising from distressed Cayman Islands mutual fund situations ‎but also provides legal services to commercial clients who need litigation and dispute resolution assistance. We have acted on every aspect of these types of matters, including advising distressed asset purchasers on acquisition and restructuring. Solomon Harris is a full service law firm but has been particularly well recognised in the fields of business relocation and restructuring, captive insurance‎ structures, mutual fund startups, insolvency litigation and asset tracing. More recently, Solomon Harris has seen a return to what we refer to as ‘business as usual’ with lower insolvency levels resulting from the uptick in global economic performance. With approximately 10,000 companies‎ registered in the Cayman Islands, there will always be insolvencies but now they arise from the usual business lifecycles and not the cataclysmic events of the recession. Having said that, there are a number of areas of concern that could create situations that lead to more insolvencies, such as the decline in Chinese economic performance. In addition, the increase in distressed debt investors purchasing the remaining post-recession liquid and underperforming assets may drive an increase in

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insolvencies as they seek to realise value from their purchase on the basis of radically different dynamics to those of the seller of the assets. Furthermore, we have seen a trend in banks selling off non-core bad debt books to private equity groups who are then prioritising the firms that they can realise assets from first, leaving those businesses further down the list in a vulnerable position. Having been an adviser on both sides of the creditor/debtor fence‎, Solomon Harris understands the business dynamics and commercial realities, as well as the legal options of both the business that is facing challenges and those trying to extract payment from that business. We can help business leaders of any business that has economic issues devise a survival strategy using those tools we have acquired from hands on experience of working for past clients involved from all sides of the situation. In our experience, nothing favorably impresses creditors and investors more than a management team that is able to get ahead of a problem and is ready‎ to put forward solutions and discuss them with stakeholders in an open and transparent way. The lawyers in our firm don’t just have legal knowledge and know-how but are recognised by peers and industry guides as experts. Tapping into our expertise, and letting it be known that they have done so, will enable senior management to put together a sound strategy to address challenges and, more importantly, sell that strategy to their creditors and investors as credible and appropriate. Above all, Solomon Harris distinguishes itself from competitors through its ability to nimbly craft client specific legal advice. Solomon Harris lawyers are not required to fit round shaped client issues into the square hole of inflexible precedents and rigid policies‎. In addition, Solomon Harris has no affiliated fiduciary services provider and therefore avoids any issue where the right advice for the client might adversely impact some aspect of a firm’s associated business. Acquisition International - September 2015 19


Competition & Antitrust Law: Ensuring Compliance & Avoiding Disputes DENTONS is a global law firm committed to providing its clients with the competitive edge in an increasingly complex and interconnected marketplace. We spoke to Alan H Silberman, Chair-Emeritus of DENTONS antitrust/ competition, who lent us his insight and experience as we sought to better understand the ever-evolving landscape of competition law. Antitrust/competition issues can often be avoided or minimized by taking early, thoughtful actions. Issues arise from employees writing about market definition, power or dominance, without real knowledge and before counsel are involved. Such “off-hand” assessments are usually inexact or wholly inaccurate and can be antitrust damaging. Name: Alan Silberman/ Stephen Libowsky Company: Dentons US LLP Email: alan.silberman@dentons.com; stephen.libowsky@dentons.com Web Address: dentons.com Address: 233 S. Wacker, Suite 5900, Chicago, IL 60606 Telephone: +1 312 876 8103/ + 1 312 876 2529

In the sale and distribution of products, efforts to restrict either pricing or marketing practices may be prohibited or permissible, depending on the jurisdiction, the underlying facts, and the manner in which policies are structured, communicated and enforced. Regulators and counsel in private practice actively bring antitrust claims knowing that expense and ambiguity will force resolutions regardless of the true merits (or absence of merit) in a claim. Risk management requires early and regular interaction with antitrust specialists who understand the borders of prohibited conduct and wholly-unremarkable activity, but who also have in-depth experience to aid clients to pursue strategies that minimize the ambiguities or extremes leading to disputes. DENTONS antitrust/competition practice integrates counselling, compliance training, competition authority representation and litigation as well as transactional representation and counselling. We provide strategic advice and guidance based on in-depth understanding of client operations and business objectives, going beyond rote application of legal principles and precedents and leading to “can do” solutions.

In product marketing and distribution, we have developed and implemented policies and communication tools that emphasize benefits in managing retail price decisions, without crossing the line into agreements that are magnets for inquiry and challenge. Because a single team can both counsel and litigate, our counselling advice has been confirmed in the courtroom and in competition authority offices; and we use our experience in the courtroom to inform our counselling and compliance efforts.

Alan. H Silberman is Chair-Emeritus of DENTONS antitrust/competition practice and a former Chair of the Antitrust Section of the American Bar. Together with his Chicago colleague, Steve Libowsky, and 25+ attorneys in 14 offices throughout the United States (as well as more than 50 others worldwide), DENTONS has built a reputation for providing focused, client-based, practical support for the full range of competition issues, including premerger analysis and counselling, pre-merger notification and agency review, joint ventures and other competitor collaborations, vertical restraints, distribution strategies, and related practices.

For example, since January 2014, we have been involved in US antitrust representation involving over 50 merger transactions, including many with multi-jurisdictional implications. We have obtained clearance of mergers where, based on an initial assessment of market share statistics, clients erroneously believed that numbers alone established barriers to entry that would lead to extended agency scrutiny. 20 Acquisition International - September 2015

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Competition & Antitrust Law: Ensuring Compliance & Avoiding Disputes

Company: King and Wood Mallesons Name: Susan Ning Email: susan.ning@cn.kwm.com Web Address: www.kwm.com Telephone: 0086 10 5878 5010

King and Wood Mallesons is a unique breed of law firm, combining depth of local knowledge with a global platform. Offering a different perspective to commercial thinking and client experience, they have 2,700 lawyers across more than 30 international offices, working with clients every day to understand local challenges and navigate regional complexity. We got in touch with Susan Ning, Senior Partner and leader of the company’s International Trade and Antitrust & Competition Group to hear her assessment of the legal landscape in her region, and to talk about how she endeavours to provide the very best service for her clients.

We have four partners and over 17 associates engaged in supporting different kinds of clients with highly professional skills, rich experiences and wide coverage of various industries, including pharmaceutical, oil and gas, metallurgy, FMCG, electronics, machinery, TMT etc. Personally, I joined King and Wood Mallesons in 1995, and my practice includes merger control filings, antitrust investigations, compliance and antitrust litigations. Not only do we possess extensive knowledge and practice experience in antitrust laws and regulations, we also boast a strong litigation team that offers one-stop legal dispute services and access to our renowned antitrust experts. We stand out among the fierce competition thanks to our continuous efforts in providing high quality services to every client, maintaining long-term focus on business interests and industry characterisations, and our excellent training and developing system for antitrust lawyers. In terms of the major trends in our region, 2015 marks the seventh anniversary of the introduction of China’s anti-money laundering law. Despite widespread debates and controversies surrounding this law, it is gradually taking root and has started

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to shape the economic landscape and competitions status in China. During the past seven years, the Ministry of Commerce has cleared more than 1,000 cases. Furthermore, the National Development and Reform Commission and State Administration for industry and commerce continually cleared a number of high profiles cases across various industries. Looking ahead, there is no doubt that the AML will play a significant role in legal and economic areas in both China and beyond. We are so fortunate and honoured to have witnessed first-hand the rapid development of this legal regime and to have the opportunity to expand our practice with it. In the past 12 months, my team and I have helped both blue chip clients and multinational companies to clear cases in both merger controlling and investigation. Meanwhile, I have been voted as Competition Lawyer of the Year 2013 and 2014 by China Law and Practice and was also recommended by Chambers Asia-pacific 2015 in the Competition/ Antitrust (PRC Firms) sector. Going forward, we will continue to provide the most satisfactory legal services for clients, and look towards contributing to any further development in the Chinese legal system.

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India: The Rise of a Sleeping Giant

Company: Lancers Network Limited Name: Shivindra Pratap Singh Email: spsingh@lancerindia.com Web: www.lancerindia.com Address: 630, 2nd Floor, West End Marg, Lane No. 3, Kohinoor Enclave, SaidullaJab, New Delhi – 110030, INDIA Telephone: +91 11 29531371

Indian Government buildings, Raj Path, New Delhi, India

India: The Rise of a Sleeping Giant Lancers Network Limited is South Asia’s leading risk consulting firm, operating in the high-on-risk countries of the region and other parts of the world including Middle East and Asia Pacific countries. Established in 1980, the firm continues to pursue its founding principles of integrity, confidentiality and service. We spoke to their Managing Director, Shivindra Pratap Singh, who took the time out to discuss India’s booming economy and the potential benefits it brings to their clients.

India’s rapidly growing economy coupled with the emerging economies of its neighbours make South Asia a lucrative investment option offering a range of opportunities. The region, due to its peculiar business practices, also throws up an equally complex set of challenges for the potential investor.

More specifically, areas such as automotive, chemicals, pharmaceuticals, electricals, FMCG, banking, financial services, IT and ITES sectors have seen the most activity in the last five years. From our perspective, these are currently the best sectors for investment.

India has a very large domestic market, and resilient private consumption is a major driver of economic growth. The country boasts some of the highest regional export and import growth rates and already has a substantial total trade volume. Barriers to foreign entry are being reduced and the government is keen to attract further foreign investment. A vast supply of inexpensive but skilled labour has turned India into the back office of the world and the region displays enormous potential as an investment destination.

In terms of challenges, volatile political, legal and business environments along with unethical business practices pose a risk to most of the businesses operations in this region. The biggest challenge that most companies/businesses face is the unique architecture of the Indian governance framework, which is badly intertwined with central and state structures. Over the last 35 years, Lancers has created a strong client base in this region and across the globe. We have four office locations and six field offices across India along with a reliable and experienced network in other South Asian countries. Our widespread presence ensures exceptional and consistent service across the region. For our clients to prosper in our economy, we strongly advise them to make risk management an integral part of their corporate business activities and to see it as an enabling, rather than stifling, opportunity, which is always a pragmatic move. Lancers has achieved unmatched client retention levels over the last 32 years across the automotive, chemicals, FMCG, banking and IT industries, owing to its quality of services, effective customisation and the levels of confidentiality maintained. Regardless of what the economic climate may be, Lancers Network will continue to adhere to its founding principles of integrity, confidentiality and value addition. Lancers is equipped with a highly experienced operational team drawn from the financial sector, armed forces, police, security services and industry professionals. As a result, the company has developed a reputation for providing quality driven, customer focused and highly successful actionable intelligence solutions.

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Romania: Flying High

Name: Hein van Dam Company: Deloitte Romania Email: hvandam@deloittece.com Web: www.deloitte.com/ro Address: 4-8 Nicolae Titulescu Road East Entrance, 2nd Floor, Sector 1, Bucharest 011141, Romania Phone: +40 21 222 16 61 Fax: +40 21 222 16 60

Romania: Flying High For almost 25 years, Deloitte Romania has been offering customers high quality services thanks to its extensive knowledge, innovation, experience and wide range of services. With around 500 well experienced people in Bucharest, Timisoara and Cluj-Napoca, Deloitte Romania combines local and international expertise this delivering complex business solutions tailored to clients’ needs. We spoke to Hein van Dam, Partner-in-charge of the Financial Advisory Practice at Deloitte Romania, who gave us his thoughts on this thriving region. With GDP growth of 2.8% in 2014 and 3.4% in 2013, Romania ranks among the regional champions in terms of economic growth. This momentum is expected to continue with estimated GDP growth of 3% in 2015. Romania’s growth story can be attributed to a number of factors. The exercise of fiscal prudence during the recessionary years has left the country with capacity to borrow competitively and has created a platform for investment led growth going forward. The recovery of the agricultural sector played an important part together with the improving economic situation in Western Europe which benefits Romanian exporters. The country’s relatively low cost of labour still represents a competitive advantage but is not necessarily the only consideration as the quality, training and language skills of the talent pool are becoming an increasingly important factor in investor selection and decision making. Obvious macro challenges remain in respect of regional political and economic contagion risks, which may have an impact in the short term. However, Romania is increasingly well positioned in this respect, largely viewed as economically prudent and stable, with improving political, legal and fiscal stability. Business sentiment is also reflected in a recovery in foreign direct investment, which is obviously a major driver of advisory work for professional services firms such as Deloitte. These recent developments are a welcome change to the economic hardships Romania has experienced over recent years. The first 20 years of business development post-communism was broadly characterised by the formation of conglomerate structures, built on an opportunistic basis in the context of limited or even no competition and unproven management skills. This became unsustainable in the face of the 2008 economic crisis and declining foreign investment and has given way, with some delay, to an ongoing and normal re-allocation of capital within the Romanian economy. This has resulted in some international businesses withdrawing from the country due to weak competitive positions, domestic

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players unable to compete with international players either disappearing or facing substantial restructuring, industry consolidation taking place as the economy matures and succession issues within family controlled businesses leading to disposals of businesses and/or assets. In many ways, it has been a rewarding time to work in Romania, as after experiencing several years of a challenging economic environment our clients are feeling more optimistic and their businesses are improving and we are obviously proud to have been able to support them as advisors and business partners in good as well as difficult times. Thankfully, we have been very busy over the past 12 months working on a number of major investments and transactions. In terms of the advisory business, our activity in the past 12 months was focused primarily on banking and financial services, energy, healthcare and the retail sector. In terms of financial services we have acted on either the buy or sell-side of several NPL transactions in the Romanian market, with a recently completed transaction for Piraeus Bank, while in energy and healthcare we have provided advice and transaction support in two of the largest processes in the past year, one of which is still ongoing. Additionally, in retail we were involved in the debt restructuring of Baumax as well as in the acquisition of Baumax by Leroy Merlin of France. With the steady flow of success in our business, the Deloitte partners in Romania are optimistic about the country’s development prospects and our role in supporting that development as the means to fuel the growth of our practice in Romania. We have recently completed our strategic planning process which envisages continued growth and market share gains underpinned by continued investment in our practice – ranging from recruitment and training to technology and infrastructure. If I had to use one word to sum up this region, it would be ‘dynamic’, which implies that in order to be successful in a professional services context, an ability to be flexible in thinking and focused on solutions is required.

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Bermuda: Poised for Economic Recovery

Company: Oyster Consulting (Bermuda) Ltd. Name: Alison Morrison, Managing Director Email: alison.morrison@oyster.bm Web Address: www.oyster.bm Address: Suite 1655, 48 Par-La-Ville Road, Hamilton, HM 11 Telephone: 441 541 5036

Bermuda: Poised for Economic Recovery Oyster Consulting provides comprehensive and cost-effective compliance and operational consulting to the financial services industry. Our team of industry professionals brings highly-integrated knowledge and deep functional expertise, designed to help our clients protect and grow their business. We offer practical solutions, creating much-needed simplicity in a complex environment. Headquartered in Richmond, Virginia, Oyster comprises a team of over 50 industry professionals and offers a unique service to our clients through our ability to combine expertise in Bermuda, the US and Europe. Bermuda, as a jurisdiction, is constantly looking for ways to improve and enhance its product offerings across all industry sectors. This has been particularly evident in the asset management arena, where we have seen significant growth and a renewed interest in domiciling funds on the island. This success has been due largely to extensive collaboration between the asset management sector, the Bermuda Development Agency (“BDA”) and our Government and Regulator, the Bermuda Monetary Authority (“BMA”). Our Insurance-linked Securities (“ILS”) sector continues to grow and thrive and by the end of 2014, Bermuda represented 57% of the total global ILS sector. Ongoing collaboration between all industry sectors, the BDA, Government and the BMA are key to sustaining strong economic growth over the coming years. Ensuring firms overseas understand that Bermuda is a first class place to do business encourages new companies to come to the island and hosting key conferences on the island also allows us to showcase Bermuda and all that we can provide in terms of infrastructure, sophistication and intellectual capital. Oyster opened for business in March of 2012. Starting a new company at that time definitely presented a number of stern challenges: however, for me this also presented a huge opportunity to build something from the ground up and to provide a unique service to companies looking for a compliance partner to help them focus on growing their business. My advice to any business facing similar challenges would be to listen to your clients, really work to understand their needs and adapt to meet those needs. We make sure that we customise our projects and engagements in ways that best meet our clients’ requirements. Oyster has grown significantly since its inception and our growth is accelerating. Our biggest challenge is to make sure new businesses understand how we can help them start, run, grow and protect their organisation and we are keenly focused on keeping our service levels as high as possible as we continue to grow and develop our own business.

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In any company, it is important to provide a high standard of service on time and within budget. In the consultancy field, this is particularly critical because, at the end of the day, the firm’s reputation is its most important asset. This is just one of the many reasons why, at Oyster, we believe in creating deep, meaningful relationships with our clients and why we approach every single engagement with the same high standards of product delivery and client satisfaction. All of our projects and engagements are carefully tailored to ensure that we deliver exactly what the client is looking for and we endeavour to provide ongoing compliance support. Of course, there is also always the option to change the level of support as the relationship progresses. In any company, the tone from the top drives the culture. We understand that we must bring value to our clients and that service standards are a key part of that process. The majority of Oyster’s senior management team bring with them decades of industry experience, having served as counsel and in many senior level positions within the financial services sector. Regular communications and weekly meetings allow everyone to stay connected wherever they are in the world and keep up to date with the ever-changing regulatory environment. Staying ahead of all regulatory developments allows us to ensure that our clients benefit from our knowledge and expertise and are able to better manage their own business. Oyster was founded on the belief that experienced industry practitioners add more value than career consultants and we also believe that the best financial services organisations make decisions with the input of the strategic leaders, sales, operations, trading, technology, finance, compliance, risk and legal groups. Oyster consultants have worked as leaders in these groups and bring highly integrated industry knowledge and in-depth expertise. You may only work with one consultant, but you get access to all of Oyster’s resources when you work with us. Oyster continues to build and grow and we are always looking for experienced and talented individuals to join our team. Due to the constantly evolving regulatory environment, companies in Bermuda often struggle to keep up with new legislation and how it might impact their operations. Oyster provides the support that they need to be able to focus on growing their business free from these concerns. www.acquisition-intl.com


The Changing Face of Shipping

The Changing Face of Shipping

Name: Matt Hannaford, Partner Company: Curtis Davis Garrard LLP Address: 29 Ludgate Hill London EC4M 7JR Telephone: +44 020 8734 2800 Web: www.cdg.co.uk

CDG is an English law firm based in the City of London and provides a range of services to the shipping and oil and gas sectors. Founded in 1996, CDG has built a reputation as one of the UK’s leading practitioners of maritime and energy law, with particular expertise in shipbuilding and offshore construction, ship conversion and repair, asset finance (including PE), drilling and other offshore services. We spoke to Matt Hannaford, from CDG’s maritime finance and projects team about the current state of the shipping sector and the challenges this presents to the law firms working to support the industry. There is certainly overcapacity of tonnage in many sectors of the shipping industry, and a glance at the world newbuilding order book underlines that, without a significant upturn in both trading demand and the rate of extraction from the market of older tonnage, this situation will prevail for some time to come. As for all the other stakeholders in the shipping and offshore energy sectors, it will be a case of the survival of the fittest and this maxim will become increasingly relevant the longer the situation persists. I do not believe that it is realistic or, arguably, desirable, to seek to limit orders of new ships. Rather, focus should be placed on reducing the amount of older tonnage. There has already been a significant push in recent years to promote the construction of (or conversion to) safer and greener ships and this has led inevitably to certain tonnage being scrapped. However, the imposition of any such regulatory initiatives must take into account the cost to be borne by the ship owners and charterers. Overcapacity is just one of the many realities facing businesses in the shipping industry. Other factors include consolidation, contraction of traditional debt financing (and the corresponding increase in alternative sources of funding such as private equity) and a consequential widening of the gap between the “haves” and the “have nots”. This last point is reflected also in the legal sector as law firms must evolve to be able to meet their clients’ needs in an increasingly complex and sophisticated environment. The challenges and the opportunities this presents are two sides of the same coin. For CDG success has come from doing work at which we excel (and not being tempted to stray into other areas despite the perceived short-term attraction).This requires discipline and management but, in the long run, it pays dividends in the form of market recognition. Sustaining and improving the standard of service involves three simple steps; first, ask your clients what they want from you; second, listen to what they tell you; and third, explore ways to achieve it. If you ask in-house counsel they frequently observe that it’s at the second step that their external counsel often falter.

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From our experience, every client is different and has their own specific needs. Indeed this may be true of individuals within a single client entity. A CFO of a shipping company may only want to talk to a senior partner on high level matters; his in-house counsel may want a sounding board and to be kept appraised of (relevant) changes in the law which may not come so quickly to his or her attention. The shipowner’s technical representative as the shipyard might need the lawyer to fly to the yard at short notice to support at a meeting with the builder. The key question is whether or not what we are doing is (and is recognised by the client as) value-adding. CDG is a modern law firm but its culture is firmly that of a law firm rather than a corporate provider of legal services. In part, this is a consequence of its size but, more than that, it reflects how specialist we are. Many firms talk about having an “open door” policy: we have a “no door” policy; namely, we sit in an open-plan office and if someone has a sensitive (or loud) call to make they can retire to a break-out room and find a door to close. What separates us from our competitors is our focus on specific disciplines within the shipping and offshore sectors. For nearly 20 years CDG has been developing and refining its reputation as a law firm of excellence in the fields of shipbuilding and offshore construction (our Senior Partner, Simon Curtis quite literally writes the book on this area of law), ship finance, drilling projects and the sale and purchase of second hand tonnage. Whether it is a ship owner involved in a complex dispute or a private equity fund embarking on a large-scale investment project, the primary requirement (and our aim) for the provision of external legal support is the same - legal expertise, industry knowledge and a solution based approach. Despite some of the setbacks happening in the shipping industry, we are optimistic about the future. For the remainder of 2015 and beyond we have an excellent pipeline of challenging and interesting work for similarly challenging and interesting clients. The primary philosophy behind our business model remains sound for the time being but we are very conscious of the danger of resting on our laurels so we must challenge and adapt it continually to reflect changes to the market and, crucially, to our clients’ ever-evolving needs. Acquisition International - September 2015 25


The Global Tax [r] Evolution

The Global Tax [r] Evolution By Nazrien Kader, Managing Partner, Deloitte Africa Taxation Services

Name: Nazrien Kader Company: Deloitte Africa Address: Deloitte Place, The Woodlands 20 Woodlands Drive Woodmead Sandton Johannesburg, Gauteng 2052 South Africa Phone: +27 (0) 11 806 5000 Fax: +27 (0) 11 806 5003

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One of the consequences of operating in an increasingly globalised and digitalised world, is that borders blur and taxing rights between countries become a hotly contested topic. Over the past five years, Deloitte has commissioned biennial research with global tax decision-makers in response to the changing global market dynamics. With over 1,000 organisations surveyed, Deloitte’s recent Global Multi-national Survey found that 52% of organisations cite BEPS and OECD legislation as their biggest area of concern. Furthermore, 93% of respondents agreed media and political interest in tax in their country had increased, while 74% said their organisations were concerned about increased media, political and activist group interest in tax. It is clear that successfully navigating the new global tax environment is becoming riskier and

more challenging for multinational enterprises. Only those that develop strategies to respond to current and anticipated tax changes, assess and quantify tax risks so they can identify key focus areas and improve their stakeholder management, will be able to ensure they are not thrown off course. No doubt an increase in cross-border trade is one of the best ways to ensure more stability for regional economies – but it cannot happen in isolation. A joint effort is needed and then the desire to make it happen. With 32 offices across 15 African countries, Deloitte Africa is well positioned to assist multinationals operating across the continent, providing a range of fully integrated tax services, combing insight and innovation from multiple disciplines with business and industry knowledge.

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Extension of the Arbitration Clause to a Non-Signatory Party to the Contract

Bakouchi & Habachi - HB Law Firm LLP Address: 6, Rue Farabi, Bd Rachidi Rèsidence Toubkal, 2Ëme Ètage Gauthier, Casablanca Morocco Tel: +212 522 47 4193 Fax: +212 522 47 1082

Extension of the Arbitration Clause to a Non-Signatory Party to the Contract The extension of the arbitration clause to a non-signatory party to the contract has caused much debate, and can be divided into two groups. On one side, there are lawyers who advocate the extension of the arbitration clause to non-signatory parties by applying the theory of “the lifting of the corporate veil”. On the other side are those who are faced with the question of whether the extension of an arbitration clause constitutes a violation of the rule that requires a written arbitration clause and therefore the “Latin principles” of relativity of contracts, the contractual autonomy and the moral personality. One particular scenario that typifies this situation is the dispute between a French company “Fives FCB” and a Moroccan group’s subsidiary “Chaabi Ynna Asment”. The latter was engaged in a contract which involved the construction of a cement plant. Ynna Holding, the mother company of Chaabi Ynna Asmen, was under no circumstances party to the contract.

parent company and in the presence of its representatives. • The majority of decisions were taken by the parent company. • The termination of the contract was initiated by the parent company (withdrawal of the bank guarantee) etc.

During the arbitration proceedings, Ynna Holding had challenged the extension of the arbitration clause, arguing the requirement of a written arbitration clause according to Swiss law and that arbitration is not assumed. But the ICC arbitrators considered that “Ynna Holding” was bound by the arbitration clause, since the circumstances of the case and the documents showed undeniably the role played by the mother company throughout the whole contracting process.

The judges deducted that the subsidiary was only a front company and the parent company behaved as a real party to the contract behind the veil of its subsidiary, which justified under the theory of “the lifting of the corporate veil” the extension of the arbitration clause.

At the enforcement of the arbitral decision (exequatur), the First Instance Court partially accepted the award and refused the extension of the arbitration clause to Ynna Holding, since it is contrary to national public policy stating its decision by the fact that Swiss law, law of the contract, (i) provides an obligation to provide written arbitration clause and (ii) does not provide for the possibility of extension of the arbitration clause to third parties. The Court of Appeal considered that the dispute did not relate to the signature or not by the company Ynna Holding of the arbitration clause, but the possibility of extending this clause to non-signatory parties. Moroccan judges did indeed have no control over the merits of the dispute. The key question that was asked by the judges of the Appeal Court was whether the extension of such a clause would conflict with the Moroccan public policy. According to the Court, all of the circumstances surrounding this case supported the extension of the arbitration clause. All documents that were submitted to the judges showed obviously that “Ynna Holding” has played a key role in the conclusion, execution and termination of the contract. Thus, the Court of Appeal held that: • The subsidiary was virtually absent during the entire contractual process, the meetings were held at the headquarters of the www.acquisition-intl.com

Furthermore, it should be stressed that the international jurisprudential trend in arbitration distinguishes between the notion of “signatory of the arbitration clause” and the notion of “party in the arbitration proceedings”, and this last notion that allowed the judges to resolve the case. The Moroccan judge’s role is to ensure if the award fulfils the conditions for recognition and enforcement under the 1958 New York Convention on the recognition and enforcement of foreign arbitral awards and in compliance with the Moroccan public policy without any interference with the merits of the dispute. Note that the first arbitration award issued in France with the extension of the arbitration clause was in 1982 (Case Dow Chemical vs Saint Gobain) under which the Arbitration Court extended the arbitration clause to non-signatory companies which actively participated in the execution of the contract. Similarly, several countries, including Arab ones have accepted internationally this principle such as Lebanon, Tunisia, Egypt, and the United States of America etc. Finally, although this decision has provoked reactions of arbitration practitioners, it is only an alignment with the international standards. This decision marks the dominance of the AngloSaxon principles over national laws, and moreover, a first warning for group of companies that must disengage in the contracting process that engage their subsidiaries. Acquisition International - September 2015 27


Company: Gibney Anthony & Flaherty LLP Contact: Ellen Poreda, Partner Website: www.gibney.com Phone: +1-212-688-5151

Corporate Immigration and the Diversified Economic Age Gibney Anthony & Flaherty LLP (“Gibney”) is an American law firm with a long history of helping businesses establish and grow their presence in the United States. As a full-service law firm, we have decades of experience in all aspects of start-ups and acquisitions. Our Immigration Practice Group of about 80 professionals, including over 25 lawyers, is one of the largest in the U.S. within a full-service law firm. With offices in New York and San Francisco, we provide coast-to-coast coverage within the U.S and have global capabilities through our associated firms in the United Kingdom, Switzerland and Singapore, as well as through co-counsel in over 120 other countries.

Gibney provides legal services to multinational organizations of all sizes and in a wide variety of industries, such as biotechnology and pharmaceuticals, digital media, entertainment, financial services and consulting, food and beverage, gaming, health and nutrition, hospitality, information technology and luxury goods. For sole entrepreneurs and start-up businesses, Gibney’s Emerging Business legal team brings together multiple practice areas, including business formation, intellectual property, labor and employment, and immigration. We guide investors on selecting the appropriate legal vehicle in the U.S. and can help navigate the often limited and complex visa options. Gibney’s Immigration Practice Group provides innovative and effective solutions to meet the challenges of U.S immigration law. Our attorneys evaluate a client’s particular goals and expectations; create an immigration program that is tailored to achieve those goals; develop appropriate internal immigration-related policies, procedures, and strategies for workforce planning; and recommend appropriate levels of staffing and technology resources to support the program. We establish “blanket” visa programs for intracompany transferees, treaty nationals and trainees for expedited transfers. Through our immigration case management extranet, Gibney OWL ™, we can provide client access to realtime case status information 24/7. In an age of heightened worksite enforcement, Gibney proactively works with clients to ensure compliance. Gibney’s Immigration Practice Group regularly provides educational seminars and on-site training to ensure that our clients are apprised of their legal obligations in this rapidly developing area of law. We partner with our clients to create customized compliance programs that reflect best practices for handling complex worksite enforcement issues, such as “legal right to work” verification requirements, E-Verify participation, Department of Labor PERM and Department of 28 Acquisition International - September 2015

Homeland Security record-keeping requirements, contractors and subcontractors, federal contractors, and government investigations and audits. We also advise on the immigration implications of company mergers, acquisitions and reorganisations. In addition, Gibney founded Gibney Onboarding Services, LLC, a leading provider of online administrative and technology solutions designed to meet the challenges of the onboarding process. Its state-of-the-art electronic system offers employers a paperless approach to the completion, storage and maintenance of “Form I-9” employment eligibility verification forms, facilitates compliance with immigration regulations and reduces exposure to potential liability. The tool is integrated with the E-Verify system of U.S. Citizenship and Immigration Services (USCIS) for employers who opt for or are required to participate in E-Verify. In addition, Gibney Onboarding Services is a qualified Designated Agent authorized by USCIS to administer all aspects of the E-Verify process for employers. Together with Gibney Onboarding Services, Gibney’s Immigration Practice Group is uniquely poised to work closely with our clients to solve the administrative, technical and legal challenges that arise in the hiring process and the ongoing employment of foreign nationals. Gibney’s Immigration Practice Group also partners with the firm’s other practice areas to provide related legal services for global mobility, including customs, international assignment agreements, compensation and benefits planning for expatriates, totalisation agreements, income tax and corporate tax for permanent establishment issues. For key executives, Gibney’s Estates & Trusts practice area offers Executive Protection Planning to help protect the foreign business executive from unanticipated emergencies. Executives have the opportunity to meet with a Gibney attorney to assess their needs and develop customized plans addressing financial and healthcare powers of attorney and proxies, wills and trusts, and tax planning. www.acquisition-intl.com


Corporate Immigration and the Diversified Economic Age

In the current U.S political climate leading up to the Presidential election in 2016, congressional lawmakers will most likely be reluctant to support comprehensive immigration reform that would benefit employment-based immigration. Employers will continue to be faced with numerous challenges to obtain visas for employees, including an annual quota on the primary visa for professionals, the H-1B; unpredictable and inconsistent decisions from the Department of Homeland Security and U.S Consulates on the L-1 intracompany transfer visa; and quotas and long processing delays for employees seeking permanent resident status (“green card�). Gibney attorneys can guide employers through the challenging landscape of US immigration to obtain the best possible results.

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Thinking Differently About M&A Integrations

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Thinking Differently About M&A Integrations Given the levels of M&A activity we’ve witnessed over the past year, the highest since 2007, we could reasonably expect deal makers to be brokering ‘state of the art’ integrations. But we have observed a lack of progress.

Company: Skarbek Associates Name: Paul Heugh, CEO Email: enquiries@ skarbekassociates.com Website: www.skarbekassociates.com Address: Central Court 25 Southampton Buildings London, WC2A 1AL Phone: +44 (0) 203 178 5208

At a recent M&A event I attended, there was a lively discussion about how fleetingly human dynamics are considered and whether our traditional models of organisational structure and operation may now be sub-optimal or even obsolete. There are a number of fundamental changes taking place in many organisations and society that directly complicate M&A integrations. These are easily overlooked or underplayed amid the excitement of the affair and post-deal euphoria and can reasonably be blamed for the fact that less than half of deals succeed in their own objectives1. The KPMG 2015 M&A Outlook Survey reported 82% of respondents were considering at least one acquisition, so it seems timely to examine the reasons why integration strategies are falling short.

Booz-Allen & Hamilton, 1999 Putting the pieces together’ Deloitte 2015 3 Haslam, S. A. (2001) The Social Identity Approach. In Psychology in organisations (pp.26-57). London: Sage 1 2

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1. Complexity has increased to the extent that many leading staff and middle layer managers do not understand how their organisation works or what its strategy is. This has been driven predominantly by an ‘epochal shift’ from an industrial to information age amid greater expectations on the part of businesses’ customers. Almost half of managers surveyed by the EIU said it was difficult to work out who was responsible for what at their company; 39% said there was duplication of effort. 2. Technology and the ubiquity of information is democratising business in four key areas: knowledge acquisition, creativity, funding and go-to-market. Within organisations technology is able to empower unseen, unheard and unknown stakeholders to a level unimaginable 20 years ago. 3. Those employees who guard an organisation’s vital knowledge assets are a scarce resource. Together only they understand an organisation holistically, with its processes, culture and philosophy accounted for. These people present a sensitive challenge in any acquisition. A gradual shift towards transactional relationships over the last twenty years has reduced loyalty to individual firms. Today’s generation are far readier to move around and expect a portfolio career. The opportunities for self-marketing on social media and an expanded, dynamic labour market have all resulted in heightened flight risk whenever an acquisition is mooted. 4. Flatter organisations now provide job enrichment by offering employees lateral

moves. This gives talent a wider perspective on the organisation but can also reduce subject matter expertise, leaving more generalists and fewer experts. This makes it more difficult to determine who holds the organisation’s most critical knowledge assets. Organisations must audit the people that possess vital market, competitor, product and operational knowledge. 5. Congested: Organisations have chased productivity so indiscriminately that the resultant inability to effectively prioritise has created organisational gridlock. Potential acquirers must be able to gauge the ‘friction coefficient’ in a target organisation and the extent to which initiative proliferation is keeping growth back. 6. Contested: Technology can be a significant force multiplier, enabling faster innovation and processing. It can create new markets in months and render existing markets obsolete in the same period. Game changing scenarios must be modeled in the acquisition valuation and contingency plans prepared. 7. Culture – 76% of managers in a Deloitte survey of 800 rated cultural alignment as either very or somewhat important in integrating two organisations.2 Recent research in social identity theory provides very useful insights into the formation of a new identity and the psychological and social processes that take place. Psychologist Alexander Haslam identified failure to integrate culturally as a leading cause of missed synergy targets: “even small perceived status differences in integrating cultures can rapidly become toxic… organisations that enter the merger process without due consideration of these factors can continue to struggle to realise their strategic ambitions long after all their professional advisors have left the scene.”3 The way we consider organisations is still heavily influenced by Industrial Age thinking and a manufacturing, process dominated mindset. Efficiency and return on assets still channel thinking. An acquired organization is usually considered in terms of its financials, market dynamics, organisational structure and management team. But in a congested, contested, information rich, complex and ultrafast modern environment, this approach can be dangerously lacking. The prize for addressing these factors effectively is significant; and any firm that does so will assume considerable strategic advantage.

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Intellectual Property: Protectingand Realising the Value of Intangible Assets

Intellectual Property: Protecting and Realising the Value of Intangible Assets Thomae Maloney Abogados is an IP boutique formed by attorneys who are able to call upon 15+ years of experience in the field of intellectual property. Company: Thomae Maloney, S.C. Contributor: Christian Thomae Web: www.thomae.mx Address: Insurgentes Sur 2453, Piso 6, Tizapan, 01090, Mexico City, DF, Mexico Phone: +52 55 8000 0334

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Our team boasts a number of legal, technical and technological advisors, enabling us to provide our clients with a modern, yet solid, approach to advice and support in the planning and implementation of IP strategies for the Mexican market. The areas in which we operate range from trademark, patent, industrial design and copyright prosecution to complex licensing of IP rights schemes, IP litigation, domain name proceedings and food and drug product approvals.

We work with a solid network of peers in a large number of countries around the world, but we focus primarily on the Americas, allowing us to provide our clients with an effective one-stop IP shop to satisfy their needs in the North, Central and South American regions, as well as the Caribbean. As a young and modern firm, we are committed to providing our clients with state of the art technological solutions and services that make working with us extremely simple. These include the ability to receive automated status reports, the regular formal reporting of any actions in specific cases, and remote access to trademark, patent, copyright and domain name portfolios managed by our firm.

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Company: Mohammed Mugai Advocates E-mail: anne@mohammedmuigai.com Address: MM Chambers, 4th Floor, K-Rep Centre Wood Avenue, Off Lenana Road, Kilimani Phone: +254-020–2397401/2/3 Fax: 254-020–2397404|

Kenya: Ensuring Economic Growth Mohammed Muigai is a leading law firm based in Kenya’s capital, Nairobi. Comprising six partners and five associates, allied to the finest legal and administrative support staff, the firm’s reputation as a market leader derives from a tradition of excellence that spans over two decades. We spoke to them about the growth of their firm as well the burgeoning opportunities now present in the Kenyan economy. Our areas of practice are wide-ranging and are divided into four principal departments, namely: litigation and arbitration, conveyancing and property law, commercial transactions, and legal advisory and consultancy. Under these are several specialist sub-categories. Our client base is as diverse as it is large, involving individuals and corporate entities - both local and international. We understand our clients’ needs and work relentlessly to ensure delivery of innovative solutions, sound representation and pragmatic commercial advice based on our knowledge and experience cutting across business and legal practices. Mohammed Muigai Advocates continues to deliver high quality services to all the clients for whom it is retained. This has received recognition in a number of respectable international directories, including Chambers and Partners Global and Legal500 as well as a variety of local publications. We are very proud to be based in Kenya, a region that has experienced phenomenal growth over the past few years. According to The World Bank, Kenya’s economy is estimated to have grown by 5.4% in 2014 and is projected to grow by 6% in 2015. Furthermore, it is predicted that this growth will continue with the economy expanding at 6.6% in 2016 and 6.5% in 2017, according to the latest World Bank Group’s economic analysis. The Kenya Economic Update for March 2015 says Kenya is emerging as one of Africa’s key growth centres and is also poised to become one of the fastest growing economies in East Africa, supported by lower energy costs, investment in infrastructure, agriculture, manufacturing and other industries. The legal landscape has changed dramatically since Mohammed Muigai was established in 1988, as has the work of the Litigation and Arbitration Department. Initially, the practice focused on criminal law and negligence - areas in which it was, and remains, very distinguished and respected. There have been major developments in the way the courts work and we have seen an increasing number of specialist tribunals established under various legislative regimes. Drawing on its dynamism, Mohammed Muigai’s response to these changes has been swift, yet the firm has always

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retained its devotion to quality, making it a constant feature in the most important matters decided by these tribunals. Kenya’s new constitution has given rise to much public law litigation, an area in which Mohammed Muigai plays a very substantial part. Our Litigation and Arbitration Department combines vitality, depth and experience, which it calls upon when undertaking assignments spanning the entire spectrum of dispute resolution, including constitutional law and judicial review, employment law, telecommunications, intellectual property law, tax law, procurement, defamation law, banking and finance, election petitions, energy and construction disputes among others. We are also involved in a number of complex arbitrations in various specialist areas. Our Legal Advisory and Consultancy Department is a unique department that provides services to a wide range of clientele, including governments, regional and international organisations, professional societies and organisations, banks, insurance companies and other financial institutions, and private clients. Over the years, the department has accumulated substantial experience in institutional, legal and regulatory reforms. Some of the projects that the department has been consulted on in the past include development of a three-year National Legal Aid & Awareness Strategy, review of the institutional framework for the agriculture sector, review of the institutional framework for the insurance sector, development of the Tourism Bill of 2007 - which was later passed by parliament as the Tourism Act, 2011 - advising stakeholders on waste tyre management systems and preparation of a digest of court cases relating to access to information in Kenya among others. Our commercial transactions department provides specialised commercial advisory services to a diverse range of clients across an equally diverse range of industries, locally and internationally. These include undertaking due diligence, negotiating restructurings, mergers and acquisitions, advising on public listing, rights issues, asset sales and financing through single lender or syndicate loans. We are determined to provide the best legal solutions to our clients’ business needs in various www.acquisition-intl.com


Kenya: Ensuring Economic Growth

sectors, including telecommunications, banking and finance, insurance, mining and energy, construction as well as the media. Our strength is derived from our in-depth knowledge of the local legal and regulatory framework and institutions across the various industries, ensuring that our clients’ businesses and investments are secure. In view of the delicate dynamics of business, we undertake our assignments through focused teams headed by a partner and comprising of associates and legal assistants so as to guarantee the efficient delivery of expected outcomes to our clients.

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Our core mandate is to deal with all aspects of land law and real property transactions. We are involved in some of the most sensitive and demanding negotiations including: • Acting for leading financial institutions and preparing security documentation in their favour • Sale and purchase of flats, maisonettes, town house, parcels of land, industrial, commercial buildings and multi-storey residential complexes • Registration of documents and obtaining the necessary clearance consents with the relevant registries or authority • Conducting due diligence and undertaking subdivision and amalgamation of parcels of land • Application to the relevant authorities and lands registries for change of user from either residential to commercial or agricultural or mixed use • Legal advisory services rendered in a precise and timely manner

Our clients, both local and foreign, include investors, agencies, commercial and residential developers and financial institutions. They rely on us because we understand the technicalities and implications of all transactions. We strive to ensure that our clients’ interests are protected from any potential liability. We take a result oriented and strategic approach, which helps our team successfully conclude all transactions in a timely way. http://www.worldbank.org/en/country/kenya/ overview

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Malta - The Binary Option Destination for Your Business

Malta - The Binary Option Destination for Your Business

Company: WH Partners Name: Ruth Galea Web: http://whpartners.eu/ Address: Level 5, Quantum House, 75 Abate Rigord Street, Ta’ Xbiex XBX1120, Malta Telephone: (+356) 20925100

Malta has firmly established itself as a highly reputable financial services hub over the past years. More recently, Malta has laid the groundwork for becoming the new home for binary option businesses across the globe. The Maltese legal framework, together with the regulator of financial services in Malta, the Malta Financial Services Authority (MFSA), provide for a comprehensive and efficient licensing and regulatory regime for binary options businesses. In line with the clarifications issued at European level in respect to MiFID, in July 2013 the MFSA clarified that binary options of a financial nature qualify as regulated instruments under the Investment Services Act (ISA) thereby providing binary option businesses with the possibility of applying for a reputable licence to operate a business on a cross border basis across the European Union under the European passporting regime. In order to provide more certainty to the binary options industry, in July 2015 the MFSA issued a notice fleshing out the criteria for the licensing of binary options businesses under the ISA. The notice establishes unambiguous guidance to the industry on various aspects of the business, including shareholding structure, track-record in operating in a regulated environment, competence requirements for the board of directors and the staff in general, IT systems and consumer protection measures.

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Businesses intending to apply for an ISA licence to offer binary option products undergo a three-phase application process with the MFSA: (i) the first phase is the preparatory stage which includes preliminary meetings with the MFSA, drafting of the proposal and submission of draft application form; (ii) the second phase is the pre-licence stage where the MFSA issues an ‘in principle’ approval for the issue of the licence. Finalisation of the application and outstanding matters takes place during this phase; (iii) the final stage refers to the time after the issue of the licence where the licence holder will be required to satisfy certain post-licence requirements prior to the formal commencement of business. In assessing an application for a licence the MFSA places emphasis on the ‘fitness and properness’ of the applicant and in so doing evaluates the integrity of the applicant, qualifications and competence of the management evidencing the capability to carry out the business, and the ability of the business to meet the financial requirements under applicable law. By developing a sound and comprehensive legal and regulatory framework for the industry, Malta is establishing itself as a reputable binary option domicile. Certainty as to the legal and regulatory process and requirements coupled with an attractive tax regime and a European passport for offering services on a cross border basis will most certainly foster much interest from binary option businesses, whether these are already-established operators or start –ups.

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Offshore Wind Attracting a Variety of Investor Groups

Name: Christine Brockwell Company: Global Capital Finance GmbH & Co. Europe KG Address: Westendstrasse 74 60325 Frankfurt am Main Germany Telephone: +49 69 4786 6370 Fax: +49 69 7430 8607

Offshore Wind Attracting a Variety of Investor Groups The wide range of investment entry points in offshore wind has attracted a diversified group of investors that span from strategic industrial players to passive financial investors. We spoke to Christine Brockwell, Managing Director and Head of Corporate Development at Global Capital Finance, who gave us the inside track on the exciting investment opportunities available in this sector. Financial investors seeking cash yield are increasingly turning to renewables to meet their investment objectives. And, for large investors, offshore wind is one of the most attractive. Offshore wind offers an opportunity for significant investment size — upwards of €250m — through a single asset, and often with far less deal complexity than is inherent in comparable size portfolio deals. Institutional investors will also find that offshore wind is an established market that is making significant strides towards maturity through cost reduction initiatives such as the commercialisation of larger wind turbines. PGGM (Walney 1&2, Baltic 2) and PKA (Butendiek, Gode Wind 2) are two of the more active institutional investors in offshore wind that have successfully closed transactions during the construction phase of the project lifecycle.

Ioan Panaite / Shutterstock.com

Construction stage investments come in all shapes and sizes. Some offshore wind project sponsors see value in forming partnerships with financial investors to share the construction risk, and others prefer to take the construction risk while sharing the construction cost for a higher sales price premium. In the latter case, the sponsor takes responsibility

for cost overruns while the financial investor makes stage payments through the construction phase. The market has seen a variety of deal structures such as forward-purchase agreements, fixed-cost schedules and EPC wraps developed by parties that find it mutually beneficial to participate during the construction phase but do not necessarily want to share all the risk. Investors willing to take on more risk for strategic reasons are also increasingly more active in the sector. Independent power producer Northland Power (Gemini, Nordsee 1,2,3) invested during the development stage to have contractual influence and Japanese trading house Marubeni (Westermost Rough) invested relatively early to gain sector knowhow that will give them a competitive edge when Japan’s offshore wind market takes off. The European market has more than ten projects where construction is due to start during the next few years. The main sponsors of these opportunities include Dong Energy and ScottishPower Renewables. The general market understanding is that these parties seek partners through considerably different deal structures. Operating asset transactions are generally more straightforward and center on PPA and O&M structures, terms and conditions. For the more conservative financial investors active in the UK, route-to-market PPAs with caps and floors have been struck, while others have chosen to take electricity price risk and forego a floor price. Given the multiple entry points for investment, there is a steady stream of opportunities coming from this niche market within the renewables space. Now that the Netherlands, Belgium and France are gaining momentum, the market has never offered more opportunity. There is not ‘one’ structure that developers consistently use. Offshore wind is a small enough market that serious investors can meet with the key offshore wind developers to help shape the offering toward a preferred structure.

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Company: Dunaud Clarenc Combles & Associes Web: www.dcc-associes.com Address: 4 Avenue Hoche 75008 Paris France Telephone. + 33 (0)1 43 18 83 90 Fax + 33 (0)1 40 54 05 15

Entertainment and Media: The Speeding Edge of the Digital Revolution Package Founded in 2014, Dunaud Clarenc Combles & Associes brings together private and public experience and a culture of industry expertise and customised consulting, with an identity and a reputation formed through our work in the areas of litigation, institutional relations and international affairs . Dunaud Clarenc Combles & Associes provides expertise and interdisciplinary assistance in sensitive or regulated sectors, network industries, content and data, and in all the activities for which intellectual property is a key asset. The contentious activity of litigation is also at the heart of our services. As part of its advisory activities, Dunaud Clarenc Combles & Associes provides a thorough practice of public affairs at national, European and international levels as well as the level of local authorities. Dunaud Clarenc Combles & Associes provides independent assistance in international investment, international trade regulation, international compliance, relations with international institutions, government contracts, private contracts and international arbitration or international mediation. We also provide independent and qualified assistance in connection with international investments, international business regulations, international compliance, government contracts, international contracts and international arbitration and mediation. We offer our clients expertise that is second to none as well as interdisciplinary advice in connection with protected sectors, regulated activities, network, content and data industries in all activities for which intellectual property is an essential asset. The firm’s expertise is based on in-depth knowledge of each sector and the interaction of the different legal regimes that govern their ecosystems. The firm provides advice to asset holders in these sectors with regards to governance, investments, acquisitions, partnerships, authorisations and permits, regulatory matters, public and private contracts, market practices and liability, institutional relations and all forms of litigation, be it domestic or international. We have specific expertise in the following key areas: • Communications and internet • Media and content • Defence and security • Information systems and data • Energy • Urban services • Financial services • Luxury

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Our practice covers the following areas: • Companies and governance • Regulatory and sector regulation • Competition • Intellectual property • Commerce • Products and consumer protection • Reputation and privacy • Public entities • Government contracting and regional authorities • European Union and International Law With significant experience with respect to complex risks and strategic litigation, our attorneys offer advice in public and private litigation brought before civil, commercial, criminal and administrative courts, regulatory authorities or arbitral panels. Particularly, we provide assistance in the following matters: • Corporate litigation (companies and public entities) managers and directors liability • Competition and economic regulation • Intellectual property • Trade secrets • Commercial litigation • Libel and slander • Product liability • Consumer rights • Professional liability • Administrative law (regulatory, permits, markets and contracts) • Arbitration and mediation (domestic and international) • Investigations and searches and seizures • Internal audits and compliance Dunaud Clarenc Combles & Associes’ practice in international affairs is well-established and fully independent. The firm offers advice in the following areas: • Foreign and international investments • Investment, export and technology, material and data transfer controls • Government contracts • Marine shipping and security • Regulatory, specific legal regimes, restrictions, sanctions and disputes with respect to international commerce • Risk and international compliance programs • International investigations • International private contracts • International arbitration www.acquisition-intl.com


Entertainment and Media: The Speeding Edge of the Digital Revolution Package

Dunaud Clarenc Combles & Associes also has the ability to advise and coordinate projects or international litigation through its large network of local counsels with whom the firm works closely.

• Qatar, United Arab Emirates • Morocco, Tunisia, Libya • Japan, Singapore, Hong-Kong • Brazil

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We have the capacity to assist our clients in the following countries: • United States, Canada • Germany, United Kingdom, Benelux, Italy, Spain, Poland, Hungary, Czech Republic, Romania • Russia, Azerbaijan, Kazakhstan, Uzbekistan, Turkmenistan • Israel • Turkey • Sub-Saharan Africa

www.acquisition-intl.com

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Europe: On the Road to Recovery

Europe: On the Road to Recovery BloWin is a French boutique law firm, providing highly specialised services in restructuring. Formed in July 2014 by Partners Bertrand Biette and Laïd Estelle Laurent, the firm combines their wealth of experience to deliver the very best for their clients. We got in touch with Laïd Estelle Laurent to find out more about their company.

Company: BloWin Partners: Bertrand BIETTE and Laïd LAURENT Contact name: Laïd Laurent Email: laid.laurent @blowin-avocats.com Web: www.blowin-avocats.com Address: 109, avenue Henri Martin 75116 PARIS Telephone: +33 (0)1 40 72 28 15

Like all developed economies, France has suffered since 2007 from the effects of the global recession, but the effects in the country have been partly cushioned by a more cautious banking and investment market, and by a tradition of political and state intervention in the economy. In addition, in France the proportion of the labour force working in public sector jobs is high and has reached almost 25% in 2005 - few of whom were affected by the economic downturn.

Adding to their diverse set of skills, BloWin lawyers have expert knowledge of French and European preventive and insolvency procedures. This allows them to prevent and handle business difficulties, build the relationship of trust that they have established with key stakeholders (judicial officers, courts, experts, institutional creditors) and their experience in managing complex and multidisciplinary litigation.

While the French economy has not run out of control like the economies of Greece, Italy, Spain or Portugal - largely thanks to the political framework put in place by our government - France remains at risk. Until now, the French Government has been able to steer the economy onto the right track, making us competitive on a global scale.

Our way to handle client files includes the following steps: • 360° diagnosis • Strategy definition • Management of procedures and relationships with different stakeholders • Preparation and drafting of agreements, recovery plans and takeover plans • Implementation of restructuring and agreements • Litigation management

In order to protect French businesses and employment, the country’s restructuring and insolvency law was radically changed in 2005 and it is BloWin’s mission to advise companies on how best to use these laws to their advantage. As a firm specialised in the turnaround and restructuring markets, we are working in partnership with companies and people able to transform old business-models and markets into new ones, frequently based on new technologies. In order to offer the best services to our clients, BloWin develops and maintains the following: • Significant experience in dealing with specialised bankers, judicial mandatories, credits insurers, public authorities • Sector focused, pragmatic and deep analysis of issues with respect to intermediate and secured solution of the encountered difficulties • Capacity to provide specific advice thanks to BloWin’s network of friendly partners specialised in specific laws, such as banking law, employment law, tax law and intellectual property law. In other words, BloWin partners have developed extensive knowledge of how businesses work, an ability to integrate the specific features of their activities, combined with their tried and tested practice of crisis management. All of these combined enable us to support clients in all of their social, industrial and financial restructuring operations and help them when they are faced with complex litigation that could have strategic consequences.

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In terms of our philosophy, the following values drive BloWin: - Expertise: Since our legal and jurisprudential environment is constantly changing, BloWin is always monitoring it and benefits from the research work carried out by its members who are both authors and teachers in this field. Our comprehensive theoretical knowledge and know-how from our experience enable us to develop strategies for each case that is entrusted to us. - Commitment: Because each client is unique and the interests that they entrust us with are always strategic, the commitment of BloWin teams working alongside them is not just a promise but a daily reality. - Responsiveness: Because crisis management is also characterised by urgency and the unexpected, BloWin’s responsiveness is a deciding factor for success in dealing with it. - Inventiveness: Because experience has taught us that every case is different and BloWin’s creativity needs to be constantly mobilised to identify new solutions. Looking towards the future, we will continue to support and assist our clients. We like to look at it like a sailing race where they are the sail and we are the wind. It’s our vision to both develop BloWin while maintaining our standards and culture.

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MDJ and Partners - Certified Public Accountants

MDJ and Partners Company: MDJ and Partners - Certified Public Accountants E-mail: mwasedaniel@yahoo.com Address: Plot No. 16/18 Kampala Road 1st Floor Ezzi House, Suite No. AR8 / AR13 P.O. Box 271, Entebbe (U) Tel: +256-414-323 979 0392-901 205

MDJ and Partners - Certified Public Accountants With 14 years’ experience in various disciplines of institutional management consultancy services, accounting, internal auditing, external auditing and assurance service delivery, MDJ and Partners and its Parent firm, MDJ Associates Ltd are among the fastest growing consultancy and accounting firms in Uganda. Founded in 2006, MDJ and Partners- Certified Public Accountants is a legally registered firm, with certificate No. 154738 and specialises in the provision of accounting, auditing and assurance services. All partners of this firm are professional accountants and full members of the Institute of Certified Public Accountants of Uganda. They are licensed to practice as Certified Public Accountants. MDJ and Partners is a divisional firm of MDJ Associates Ltd (Consultants) that was founded in 1999 and is a fully incorporated private limited liability entity. It specialises in management consultancies, taxation and transaction advisory services, internal auditing and capacity building programmes. Our firms have built strong reputations for delivering quality professional services to clients in the public, private and NGO sector. We work for clients ranging from large to medium and small enterprise set-ups and focuses on building and actively managing corporate performance.

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Our mission is to be a global player in our lines of services while leading locally. To achieve this, we deliver high quality services to our clients in the most professional and efficient manner while enhancing our firms’ reputation as a good corporate citizen through our unwavering professionalism. Our broad objectives include the following; • To provide technically sound quality services to our clients at affordable prices • To achieve client recognition as their most reliable partner in finding timely and cost effective solutions to their organisation’s problems by enhancing their business processes through generally acceptable quality control processes and adherence to corporate governance principles • To ensure client responsiveness with maximum ethical considerations • To engage highly skilled human resource that is capable of fostering personal excellence and meeting the challenges of a competitive business world through quality service delivery

In an economy where organisations are increasingly dissatisfied with above-the-line institutional management approaches, our firms strive to deliver cost-effective alternative professional solutions and consultancies to counter this challenge.

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In Profile

In Profile Name: Kenneth O Dike Email: kenneth@kodcpa.com Address: 2626 South Loop West, Suite 309 Houston, TX 77054-2691 Phone: 713-661-9982 Fax: 731-661-1688

Kenneth O Dike, CPA is a Houston-based CPA firm whose goal is to free up precious time for business owners and allow them to spend it on running their businesses instead of worrying about accounting and tax issues. We spoke to them about how they do this through the diverse range of services they provide.

Our full range of accounting, tax, and financial services are based on the practical needs of business owners who want quality support and don’t want to add even more items to their busy schedule. As Houston Certified Public Accountants, we take pride in our long track record of demonstrating that accounting, when done well, can pay for nearly all its own costs through management time and money saved. With our services we allow companies to: • Save on taxes • Prevent costly mistakes • Reduce time and headaches • Get fast answers, professional advice, and personal support • Develop a clear picture of your business and its progress with ongoing financial reports Furthermore, through our work with a number of small businesses in Houston, we have developed valuable expertise in accounting and tax practices that can immediately benefit any new or existing business.

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The industries we serve include the following: • Healthcare - doctors, dentists, veterinarians, and related medical providers • Professional Services - architects, legal, information technology, and consulting services • Consumer Services - retailers, insurance, catering, recreation, electricians, plumbers, painters, home builders, and more ABOUT OUR FOUNDER Our Founder, Kenneth O Dike’s qualifications include an MBA in Finance & Management Information Systems as well as a BBA in Accounting & BSC in Computer Science. Furthermore, he is certified as a CPA, CFE & Forensic CPA, Chartered Global Management Accountant (CGMA) and Certified Internal Controls Auditor (CICA). He is also a member of esteemed organisations such as AICPA, Texas Society of CPA, Houston Chapter TSCPA, Division of CPA Firms & Association of Certified Fraud Examiners.

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Global Mobility: The Key to Success in a Globalised World As the business world becomes increasingly interconnected, we look at some of the key players that help firms and individuals come closer together.


Global Mobility: The Key to Success in a Globalised World

Migration to London and the UK has become an appealing prospect for businesses and individuals alike. In line with its ever-increasing prosperity, the London skyline has rocketed skywards to accommodate the new wave of entrepreneurs and businesses chasing opportunity-rich markets. Firing on all cylinders, corporate Britain moves quickly to exploit trends and emerging markets, however it can’t be fully turbo-charged without outside help, and this is where our business takes its cue.

Company: The Visa Office Web: www.visa-office.com Address: Hudson House, 8 Tavistock St, London, WC2E 7PP Telephone: 020 7836 8505

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The Visa Office began life working with businesses at the turn of the century when the resident labour market couldn’t provide enough trained engineers to meet the new demand. Through our corporate clients, we witnessed first-hand the remarkable principles of business synergy, where the right employees subsequently generated countless additional UK jobs. Fifteen years later, the corporate landscape has undoubtedly changed. British industry still needs engineers, but the onset of the digital information age, along with the evolution of a service-based economy has created a fresh set of challenges for us to face. We work with individuals and businesses requiring UK immigration advice, support and representation. We work with a diverse portfolio of businesses, both UK registered and internationals expanding into the UK. From arts and fashion to designers and engineers, we streamline the immigration processes and help our clients pre-emptively deal with immigration trends. As far as our private service is concerned, we understand that moving to a different country is a life-changing decision and we give our clients the dedication and commitment needed to ensure that the immigration process runs as smoothly as possible. Like any organically grown business, the Visa Office provides tailored

immigration assistance based on rapport and trust. Immigration and sponsorship applications can seem like a daunting process, which is why we make sure we are there when needed. Immigration has become a political hot potato in the UK and the British media ensure fresh headlines on the topic each day. British policy has to reflect popular opinion, so immigration goal posts are constantly moved by the Home Office. The challenge facing our business is to help industries access talent while complying with immigration safeguards. This dynamic and subtle balance affects how our clients are evaluated to live, work or study in the UK. Britain’s rich history of capitalism and soft power means that there is everything here to boost a business, including a world class supply chain and limitless access to multiple markets combined with super low corporate taxes. You want it, here it is, including a skilled, educated and experienced population when you decide you are going to need a bigger workforce. With all these facets, coupled with our business model that helps smart businesses relocate to a better business climate, the decision for our clients inevitably becomes a no brainer.

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Law Offices of Fariba Faiz

Name: Fariba Faiz Company: Law Offices of Fariba Faiz Email: ffaiz@faizlaw.com Web Address: www.faizlaw.com Address: Citigroup Center, One Sansome Street, Suite 3500, San Francisco, CA 94104 Telephone: +14159468810

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As a firm focusing on immigration and global mobility, the Law Offices of Fariba Faiz takes pride in helping their foreign national clients shape their lives and destinies in the USA and support corporate clients to maintain a legal workforce and retain the best and brightest talent available. We spoke to their founder, Fariba Faiz about the practice, as well as the challenges and opportunities facing their region.

Our clients comprise US companies and institutions, as well as small to medium sized companies looking to set up operations in the US. Often companies look to transfer executives and key personnel to the US, as well as there being high net-worth individuals looking to invest in and immigrate to the US. We work in partnership with US companies and institutions with regards to keeping foreign workers employment authorized. We also educate foreign individuals about their various visa options and help them realize their US immigration goals. From our perspective, a global economy requires a global business strategy, which invariably involves the need to move key staff fluidly and expeditiously across borders. As more global firms realise the need to take a strategic approach to immigration, it is imperative for us to have our finger on the pulse of pending immigration changes across multiple countries and regions. We also need to pay special attention to make sure that our firm keeps abreast of global trends and the changing business, economic and political climates, as well as always remaining one step ahead of the changing times. In recent years, there has been a dramatic shift in the complexity of US immigration laws as well as arbitrary decision making made by federal agencies. These developments have turned investment immigration, the sponsorship of foreign workers, as well as compliance with other aspects of corporate and investment immigration law into a complex field.

As law professionals we are in a service business and it is often easy to focus on the quality of legal services at the expense of customer service. However, clients typically pay as much attention to how they are treated as much as the actual work produced. Therefore, we have built systems and incorporated technologies where clients receive timely updates on the status of their matters without having to ask for them or being charged extra for them. We discuss the expectations of clients for each new matter, setting reasonable, appropriate deadlines for projects and then eventually coming up with a result that they are satisfied with. Our firm’s culture is about substance over form. We believe in doing great work for clients and building a reputation that causes others to refer our legal work. Individual attention and our holistic approach to every client matter is what makes our practice unique. This allows us to provide custom tailored solutions for our clients, looking at the immediate needs and long term goals, proposing alternative approaches, educating and guiding them through the process. We work closely through a network of trusted advisors comprising international tax, corporate, and employment law attorneys to deliver legal advice with a strategic, holistic business focus. We may not know everything the future holds, nor can we guarantee future success. Nonetheless, to help ensure that we maintain our success and steady growth for future we must be introspective, and evaluate our business practices and determine our core priorities and align them in harmony with our core mission of providing efficient and effective value added services to our clients.

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Global Mobility: The Key to Success in a Globalised World

Established in 1984, Jaensch Immigration Law Firm is one of the largest Immigration Law Firms in Florida. Their immigration attorneys represent international clients and businesses applying for visas, work permits and Green Cards. Attorney Peter Jaensch welcomes inquiries from the readers about their company and how their dedicated services allow the immigration process to run as smoothly as possible.

Company: Jaensch Immigration Law Firm Name: Peter J. Jaensch Email: peter@visaamerica.com Web: www.visaamerica.com Address: 2198 Main Street, Sarasota, FL 34237 Telephone: +1 941 366 9841

It is the top priority of our law firm to smoothly secure the type of visa that suits each of our clients’ needs. Promoting our clients’ understanding of the various types of visas and the manner in which they can be utilized is crucial to us. We specialize in helping investors and foreign companies to do business in the U.S. The opportunities in the global mobility industry include allowing foreign companies to establish a business beachhead and make investments in the U.S. Some foreign companies are seeking to export their products and services to the U.S. while others are seeking to import U.S. products and service to their respective countries and economies. One major challenge for foreign companies and investors is to obtain a visa to allow their management and special skill workers to go to the U.S with the goods and services being offered or sought. American embassies and U.S Immigration are employing difficult standards to issue working visas and it is almost guaranteed that an experienced U.S. immigration attorney will be required to succeed in gaining approval for the most appropriate visa. Jaensch Immigration Law Firm has been in business for over 30 years. During this time we have honed our processes, ensuring the applications we submit comply with the guidelines set down by the Department of Homeland Security. We have a highly qualified team of immigration attorneys who specialize in different aspects of immigration law which ensures our clients receive the right advice and the relevant documents are correctly submitted. As immigration is a Federal Law in the US, we are able to work with clients who wish to move to any part of the US rather than just a specific state. We have been established in Florida since 1984. Our reputation has been built around the way we care for our clients and the results we achieve, and word of mouth is a huge factor behind our success. Unlike most Law Firms, we charge a fixed fee for the work we do. By not constantly watching the clock, we are allowed to focus on the needs of our customers by giving them the exceptional service they deserve. The founder of the firm, Peter J. Jaensch, born in Berlin, has been voted one of the “10 Most Influential Lawyers” on the West Coast of Florida, which reflects our reputation in the community. But our biggest boost to our reputation is our success rate in getting visa approvals: about 98%. This figure is our best marketing tool as it simply speaks for itself. In terms of our clients, we are fortunate to be able to deal with some of the most talented individuals from the worlds of sport, culture, art and business. A key philosophy is to treat each client as an individual as their application is specific and personal to them. Once we understand their needs and have built a

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relationship with them then the process ensures they receive exceptional customer service from our team. Jaensch Immigration Law Firm is a family business that has been in operation since 1984. The three lead attorneys are Peter and his two children Chris and Victoria. Peter is the founder; Chris is the managing partner and Vicki is the senior attorney. Each of them hold juris doctor degrees. The firm works as one big family where we all look after each other and work closely together as a team. Our attitude is to represent our clients to the best of our ability and to only submit an application that we believe will succeed. We have processes that have been finely tuned over the past 30 years to help ensure our process operates smoothly allowing our clients to have their applications speedily submitted. We also assign one attorney and one paralegal to each case ensuring the client has clear points of contact at all times. Our headquarters, Sarasota, is one of the most beautiful places to live in Florida. We have amazing beaches, arts, culture and wonderful weather during the winter. 21st century technology allows us to easily speak with our clients on the phone or via Skype, and meetings can be virtual or face to face. However, we represent clients from all over the wold and many U.S. states, not just the local market. With the help of the Internet, the world has come to us. From our experience, laws are always changing, sometimes very quickly but often slowly. Our biggest changes came after 9/11 when there was a wave of new legislation. During periods of stability, changes to the law can take some time to come to fruition. We are able to monitor the conversations in Washington to get an idea of what might be happening as the proposals are debated and changed constantly. In general, Federal Laws tend to be pretty consistent which helps us achieve our clients’ goals. The world economy and exchange rates also play a major role in the decisions to invest and to make transactions in the U.S. Looking further ahead, our business will continue to work with some of the most talented individuals from around the world who are looking to live in the USA. Some people are keen to move here due to their employee relocating them in the US or because they wish to set-up their own business here or if they are moving here for family reasons (often one member of the family is a US citizen). We look forward to meeting new people and helping existing clients with the ongoing requirements.

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The Importance of IP in M&A Transactions Often overlooked in a major transaction is the importance of intellectual property. We got the low down from some of IP’s biggest players to get a better understanding of the pivotal role they play in major deals.


The Importance of IP in M&A transactions

Located in Tokyo, Japan, M. IDE & Co. specialises in counsel and representation in the procurement of patents, trademarks and other IP rights. The firm was founded in 1995 by Masatake IDE who was admitted as a Japanese Patent Attorney in 1984 and is now one of the most-experienced active IP practitioners in Japan. We are highly regarded in our field, due largely to our commitment to excellence with regards to global communication. This reputation has been forged through our history of working extensively, not only on the global procurement of IP rights on behalf of Japanese companies, but on the procurement of IP rights for clients in various other countries.

Company: M. IDE & Co. Name: Masatake IDE Email: officeI0P@midepat.com Web: www.midepat.com Address: 9F, Gobancho Grand Bldg., 3-1, Gobancho, Chiyoda-ku, Tokyo 102-0076, Japan

few exceptions. However, thanks to aforementioned insight and expertise, we are already prepared to put forward numerous suggestions on how to overcome this particular issue, which we foresee having a major impact on patent prosecution and protection in Japan moving forward.

In order to give the best possible advice to clients, it goes without saying that extensive knowledge is required around all pertinent IP laws in various jurisdictions and we always endeavour to gather updated legal information in other countries to better understand current trends and ways of thinking. Our peerless inspiration and insight distinguish us from our competitors and mark us out as unique in what we do and allow us to take advantage of any opportunities available to us while better equipping us to tackle any challenges that we may face. One of the most pressing obstacles at present comes following the Japanese Supreme Court’s ruling in July of this year that the “product-by-process” language used in patent claims lacks clarity, with a

Though the importance of technology and intangible assets are commonly acknowledged, it is a surprise to discover that issues surrounding a business’ intellectual property are all too often neglected until the latter parts of an M&A transaction. This reluctance to accept the effect a company’s IP may have on a transaction is naïve and can prove detrimental, both for the seller and acquirer.

Name: Ilya Kazi Web: www.mathys-squire.com Address: The Shard, London Bridge Street, London, SE1 9SG Phone: +44 0207 830 0000

Here at Mathys & Squire we advise large multinational companies, as well as start-ups, on all aspects concerning IP. It is safe to say that, no matter the size of the business, the attitude towards invisible rights and property remain the same. We ensure that our clients understand the importance of IP and do not enter an agreement blindly. IP due diligence is often seen as no more than a simple box ticking exercise that takes place at the end of a deal, but this can prove to be a very costly mistake. Having an IP strategy and due diligence in place from the start will prove beneficial to both parties in the long term. For the seller, a well thought out strategy can add significant value to a company’s assets and therefore make the target more appealing to a buyer. For the acquirer, there will be no costly surprises in the latter stages of the acquisition. Leaving a company’s IP due diligence to the end of a transaction means that only the risk is taken in to account and not the value. At the latter stage, the acquisition strategy has already been finalised and the target selected along with its purchase price. Therefore, the only objective of the due diligence is to determine any risk that may cause the transaction to be abandoned. Renegotiations as this late stage are

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rare when problems are detected. To ensure the best deal for both buyer and seller we advise our clients that the IP component should be considered at the very start of any M&A process; it is vital that it forms an integral part of the overall strategy and is referred to throughout each stage of the process to avoid any nasty surprises that may lead to the deal being aborted after much time and expense has been spent. Large corporations, even with their large budgets and man power behind deals, are not immune to the risks of neglecting IP strategy until the end of a transaction. Take the 1998 case when Volkswagen outbid BMW to buy Rolls Royce, Bentley and their British factory from Vickers PLC for $917 million for example. A fundamental lack of attention to detail meant that Rolls-Royce aerospace company was able to sell rights to the ROLLS-ROYCE trademark to BMW for $78 million. Volkswagen did not therefore have the rights to use the ROLLS-ROYCE mark. It wasn’t until a separate and costly deal was struck between BMW and Volkswagen to avoid litigation was Volkswagen able to finally manufacture a trademarked ROLLS-ROYCE car. A lesson for all. By Ilya Kazi, Partner at Mathys & Squire Acquisition International - September 2015 47


Conpak Intellectual Property Limited is a wholly owned subsidiary of Conpak Group. They provide “one-stop” professional intellectual property rights (IPR) protection services, covering trademark registration, patent application, copyright registration, customs recordal, etc.

Company: Conpak Intellectual Property Limited Name: Ben Kwong Email: ben.kwong@conpak.com Web: www.conpak.com Address: Rooms 05-15, 13A/F, South Tower, World Finance Centre, Harbour City, 17 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong Telephone: +852 2666 2858

Boasting a deep and far-reaching talent pool, comprising many of our industry’s elite, Conpak Intellectual Property Limited offers rich practical experience combined with extensive knowledge of the laws, regulations and procedures relating to trademark registration and patent application throughout the world. This level of expertise means that, not only are we able to develop appropriate and effective IPR protection strategies for enterprises in line with corporate business development, but by leveraging our responsive and efficient professional services and legal support, we are committed to providing all-round IPR protection for our clients. Conpak actively cooperates with IPR agencies, law firms, accounting firms, and commercial consultants across the world to facilitate effective and ongoing cross-border business growth. As a company, we strive at all times to uphold our philosophy of “Integrity, Honesty, Mutual Benefit, and Win-win Cooperation”, and we look forward to joining hands with organisations and professionals throughout our industry so that we may continue to provide comprehensive and high quality services for our clients. IP plays a significant role in all M&A transactions, particularly those taking place in IP-intensive industries, such as biotechnology, information technology and chemicals and material. Thus particularly careful attention must be paid to the IP during the due diligence phase in order to avoid re-evaluation, re-pricing or re-structuring of the transaction.

When an industry is constantly evolving, we can’t afford to stand in the same spot waiting for chances to be presented to us. For this reason, we keep a close eye on the markets, industries and all relevant policy reform so that we are able to constantly develop and sharpen our already impressive business acumen. Client service is about much more than just understanding a customer’s business and providing solutions. It should not only satisfy but delight customers and should, where conceivably do everything possible to transform a client relationship into a friendship. Conpak regards client service as all-important and we are committed to understanding our client’s needs and business inside out and responding swiftly to their every need with the most appropriate and value-for-money solutions available. We also make it extremely easy to contact our people via email, telephone or skype and we promise to always reply within 24 hours. Conpak has deep local roots coupled with a strong global service network, which allows us to better serve our clients wherever they are located. We leverage the geographical advantage enjoyed by Hong Kong, its international vision and the profound knowledge of our professionals to provide equitable and professional advisory services to enterprises from mainland China, Hong Kong and other major foreign countries. Meanwhile, we always pay close attention to any policy changes, carefully analyse the pros and cons facing enterprises and provide the highest quality professional services for our client’s benefits. We have, to date, helped numerous companies in IP application including, in addition to SMEs, quite a large number of listed companies. Moving forward, we hope to be able to assist more western companies seeking to enter the Chinese market while, at the same time, assisting Chinese companies in opening up foreign markets.

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The Importance of IP in M&A transactions

Choosing ENSafrica for IP Across Africa

Company: ENSafrica Name: Chris Bull Email: info@ENSafrica.com Web: www.ENSafrica.com Address: 1 North Wharf Square Loop Street, Foreshore, Cape Town, South Africa, 8001 Telephone: +27 21 410 2500

ENSafrica is Africa’s largest law firm with over 600 practitioners and offices in Burundi, Mauritius, Namibia, Rwanda, South Africa, Tanzania and Uganda. The firm, which is over 100 years old, possesses significant breadth and depth of expertise that spans all areas of law, tax, forensics and IP. ENSafrica’s large full-service IP department incorporates a group focusing on IP commercial, transactional, valuation and advisory services. Acquisition International got in touch with Chris Bull, Director of IP at ENSafrica, to talk through the rigorous process the firm provides for its clients.

IP Commercial, Transactional, Advisory and Valuation Services IP commercial, transactional, valuation and advisory services require specialist patent, trademark and IP skills, as well as banking, corporate, commercial, forensic, tax and transfer pricing skills, in order to deliver comprehensive advice to clients. ENSafrica’s IP commercial group works in an integrated way with our firm’s market-leading skills in these areas of specialisation in delivering on a range of mandates for clients. Ours is the largest and most active group in this field in Africa and hold an IAM Strategy 300 rating. The services that we offer in this field of work include: IP commercial and transactional advice Advice in relation to complex commercial transactions involving IP assets: • Licence agreements • Sale and assignment agreements relating to IP assets

• • • • • • • •

Joint ventures and strategic alliances Confidentiality agreements Franchising agreements Publishing agreements Securitisation of IP assets Venture capital investments Research and development arrangements Software development and licensing

IP due diligence Our IP commercial practice advises on IP asset purchases and sales, mergers, acquisitions and spin-offs. A key part of these transactions is conducting an IP due diligence. IP holding company structuring, tax and transfer pricing • Structuring of IP ownership (a centralised versus a localised IP ownership model) • Selecting appropriate IP holding company jurisdiction, including advising on tax, transfer pricing and exchange control issues that impact on international IP holding company arrangements • Management of IP holding companies • Tax, transfer pricing and exchange control issues in relation to cross-border transactions and group structures IP valuations IP valuations for the purposes of: • Raising capital • Tax • Mergers, acquisitions and disposals • Royalty rate determination for licensing • Litigation and expert witness advisory work Key transactions Some of the key transactions that this specialist group has been involved in include: • Financing transactions secured by way of IP rights, with capital raised in excess of R1-billion. • Venture capital investments in leading start-up technology companies in Africa, North America and Europe, with investments into these startup companies in excess of R1-billion. • IP valuations on portfolios of IP having a value in excess of R5-billion.

www.acquisition-intl.com

Acquisition International - September 2015 49


Leading IP Advisor - Spain Padima takes a holistic approach towards intellectual property. They deal with innovation, not just the technical side of things, but also the products, organisation and marketing of new developments. We got in touch with Eva Toledo, Head of Padima’s IP strategy area, who took time out to tell us about their unique approach towards IP, as well as its growing importance in M&A transactions. Company: PADIMA Name: Eva TOLEDO Email: e.toledo@padima.es Web Address: www.padima.es Address: C/ Gerona, 15-17, 1º, 03001, Alicante, Spain Tel +34 965 14 5809

IP is no longer only a question of registration. Nowadays, IP management is a strategic tool that places value on the fundamental resource that is creativity. When we talk about IP protection, we cannot understand it only as a registration process; on the contrary, we have to consider other resources apart from registration like confidential and cooperation agreements, internal protocols, marketing means and much more. Although IP may not appear on the balance sheets, it is of increasing importance in the M&A market. Due to the continuing force of globalization, branding now plays a vital role for both consumers and companies. Consumers need brands to identify offers and to develop loyalty and preferences, and at the same time, companies need brands to communicate their values and feelings. As a result, brands now have higher economic values for companies, which are not entirely or accurately reflected in the books. In our region of Spain during the last economic crisis, many companies were bought by other competitors for a residual price determined by their accounting data, when the goal of the acquisition was actually the value of the brand, which is what matters most when attracting consumers. They were only interested in the brand and not in the buildings, machines or any other kind of tangible accounted assets. Thanks to current high expectations for the Spanish market, we are seeing a lot of international investment in our country through local company acquisitions. In this situation, IP valuation is vital. Personally, I am very proud of being Spanish because we have a long tradition in high quality hand-made products, not only in the food area but also in jewellery, shoes, bags and porcelain. We are also very good at modifying current products to become more attractive or useable. Our companies are mainly small and medium enterprises, but at the same time are very unique. Thanks to increasing globalisation, we are now getting to show the rest of the world what we have to offer. I believe that Spain is currently a very attractive area in which to work and invest, but it is a place that is very different than anywhere else. We believe that being different is a great thing and at Padima we nurture uniqueness because we believe that the only way to compete in Europe is by differentiation. Price is important, but not the key factor for European products.

50 Acquisition International - September 2015

Another separating factor for Padima is our location. As result of being located in Alicante, we enjoy a close relationship with OHIM (Office for Harmonization in the Internal Market) examiners and other professionals involved with them, and also attend OHIM’s seminars and meetings. Because we are not settled in a big city such as Madrid or Barcelona, we can offer more competitive fees with the same level of efficiency, due to the close contacts we have nurtured. Padima has experienced steady and solid growth, thanks largely to our belief that, through helping clients to put greater value in creativity, we are doing our part to contribute to a better society. We believe that success comes not from having a high academic profile, but from adopting the right attitude and a strong, optimistic vision. As well as these attributes, Padima is founded on transparency, personal touch, curiosity and of course, the highly specialised and permanent training of our team. We have built a multidisciplinary team in order to offer our clients not only a legal point of view, but also vital strategic and marketing insights. It is essential that the client is fully aware of the current or potential importance of their products (brands, designs, technical innovations) and for us to advise them fully on how they can retain and make the most of the exclusive rights to these innovations. With the wealth of experience we have at our company, we also actively participate as speakers and teachers in seminars and postgrad programs, where it is our objective to point out the increasing importance of IP. In fact, several people in Padima are noted university lecturers. Padima was founded in 1998 and from that date we have grown, maintaining the same level of excitement and passion. That´s why we´re always trying to innovate and create new services and different ways to do already known things. We believe that, even in our field, rigour and innovation may coexist.

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The Importance of IP in M&A transactions

Petersona Patents is one of the oldest and most experienced intellectual property law companies in Latvia. With more than 20 years’ experience in IP, their attorneys advise and represent clients from all parts of the globe in relation to all aspects of intellectual property protection, enforcement and exploitation. They gave us their insight into the dynamics of their region as well as why the importance of intellectual property cannot be understated. Company: PETERSONA PATENTS Name: Ms. Anna Deniņa and Mr. Gatis Meržvinskis Email: anna@petpat.lv; gatis@petpat.lv Web Address: www.petpat.lv Address: Ausekla street 2-2, Riga, LV-1010, Latvia Telephone: +371 6732 4695

Considering that intellectual property is a part of company’s value, and often a company’s largest asset, it has a very important role in mergers and acquisitions. Many companies often fail to understand and estimate the value of their IP, and don’t properly ensure the protection of their rights. This is a big risk to take, and we try to educate the public by organising seminars and free-consultancy days each month to inform the public and our clients about the importance of IP protection. Furthermore, we help to develop IP protection strategies that tailor to the specific needs of any company, whether it is a large international company or a small local business. Latvia is one of the fastest growing economies in the EU, and there is also greater interest for IP protection in the Baltic States from both the East and the West. The geographical placement also makes our country an attractive territory for international companies to reach both Eastern and Western markets. At the moment, the arena of intellectual property is a very challenging environment. The world is rapidly changing due to globalisation and greater advances in technology, presenting further challenges and opportunities for both ourselves and our clients. Digital technology and the internet often make territorial borders irrelevant, and allows information to be spread across the world in a very easy manner. As a result, it is always necessary to ensure the most effective IP protection strategy is in place. The biggest challenge is to find the quickest and most-effective solution while at the same time conduct deep analysis and well-designed advice. Our attorneys have adapted to the need to provide in-depth advice and assistance in a short timeframe, and we believe that this is the key to working successfully with our clients. From our perspective, satisfying our clients’ needs is the most important task. We always go for an individual approach to each client, and we ensure that we are able to assist them in urgent matters in a fast and efficient way. Moreover, we are open to negotiate our fees and offer discounts.

registration. We implement these procedures for both Latvia, and the European Union, representing clients before the Latvian and European Patent Offices, the OHIM and the WIPO. We also assist with oppositions, infringements, licensing, clearance searching and other related issues. Furthermore, we also have branch offices in Lithuania and Estonia. Our responsibilities cover all aspects of IP rights, including: • Representation of clients in trademark, design and patent registration and renewal matters in the Baltic States, the EU and internationally • Representation of clients in IP disputes such as oppositions, infringements, cancellation actions, including representation of clients before the courts, the Patent Office, the OHIM • Representation of clients before the customs • Conducting IP rights searches • Advising clients in relation to development and improvement of IP protection strategies • Drafting agreements (licensing, etc.) • Providing mediation services (IP dispute resolution in out-of-court proceedings) • Providing high quality translations of IP texts Our clients recommend us to their colleagues and repeatedly choose our services, which is an indication that we have truly catered for our clients’ needs. The reputation of our company has been built upon the professional skills of our attorneys. Our company is a member of some of the biggest IP organisations worldwide and has always been present at international IP conferences. Since the beginning of the business to the present day, we have organised educational seminars and conferences related to IP rights protection and informed the public about the importance of IP rights protection in business. Our personal approach to our clients and high quality of service has led us to strengthening our position in the market and earning us a high reputation in both Latvia and beyond.

Our attorneys are well-experienced and continuously improve their professional skills. It is our ability to provide both a high quality and efficient service that makes our company stand out from its competitors. As a result, some of the biggest companies around the globe have entrusted their IP portfolios to us. We also represent small local companies which have just entered the market, helping them to recognise the increasing role of IP protection in business. Our attorneys are experienced in both the drafting and prosecution of applications for patent protection, trademark registration and design

www.acquisition-intl.com

Acquisition International - September 2015 51


CN-KnowHow IP Group was founded in 1984 as a state-owned ministrylevel patent agency and has since grown into a group with more than 300 employees, comprising 105 attorneys, 15 lawyers and 20 former SIPO examiners.

CN-KnowHow IP Group includes six members that provide full IP services in China. Our services cover patent application and prosecution, legal service, consultation, trading, appraisal and translation services.

Company: CN-KnowHop IP Group Name: Mr XIE Shunxing Email: int@cnkip.com Web: www.cnkip.com Address: 18th Floor, Tower B, CEC Plaza, No.3 Dan Ling Street, Haidian District, Beijing, China 100080 Telephone: 86-10-62199070

52 Acquisition International - September 2015

Each group member has its own unique strengths but all enjoy close relationships with each other, giving the group an all-round exceptional level of IP service. Over the past 10 years, our innovative organisational structure and development path, in addition to a talented support team and a long history of excellent service achievements, enables us to constantly develop our business and continue to build on our already high reputation.

In terms of our qualifications, we achieved an ISO 9001 Quality Management System Certification in 2014, acknowledging that CN-KnowHow has taken a further step towards providing the highest possible level of business management. Our services have been recognised with a number of awards, including the ‘Beijing Outstanding Patent Agent’ award from the Beijing Intellectual Property Office, which we won for three consecutive years from 2012. At the same time, we were rated the ‘2014 Highest Star-Level Patent Agency’. Additionally, our firm has ranked as the largest firm in terms of representing Beijing local applicants for three consecutive years since 2012. Mr. XIE Shunxing (Victor), who is the president of CNKnowHow IP Group, has been engaged in the intellectual property field more than 20 years and possesses a wealth of theoretical and practical experience in the field of IPR protection. Victor has more than 10 years’ working experience in SIPO and has been awarded the title of ‘National IP Leading Talent (Service)’, making him one of only 20 people in China to be awarded this honour. Victor was also elected as a member of first session of SAC/TC554, which is responsible for national intellectual property management (creation, utilisation, protection and management), conventional knowledge protection and management, revision of national standards for knowledge management as well as other areas.

www.acquisition-intl.com


The Importance of IP in M&A transactions

Founded in 1979, Rucellai & Raffaelli is an independent law firm, which over the years has acquired a wealth of expertise covering a wide range of practice areas. Based in Milan and having branch offices in Rome and Bologna, the firm currently employs approximately 80 professionals, specialised in corporate, antitrust, banking and finance, IP, EU Law, general civil and commercial law and employment, also with a special focus on regulated sectors. Their Partner, Enrico Adriano Raffaelli, spoke to us about his region and why intellectual property’s role in transactions is now more important than ever before.

Company: Rucellai & Raffaelli – Law Firm Name: Enrico Adriano Raffaelli Email: e.a.raffaelli@rucellaieraffaelli.it Web: www.rucellaieraffaelli.it Address: Via Monte Napoleone, 18, 20121 Milan, Italy Telephone: +39 02 7645771

The reason for the growing influence of intellectual property in M&A transactions is due to the greater relevance that intellectual property rights have in companies’ balance sheets. In fact, the weight of these intangible assets has overtaken the importance of tangible assets. This means that during an M&A transaction, the phase of evaluating the real value of these assets is probably one of the most difficult steps to take. For instance, the existence of an exclusive licensing agreement on the IP right may limit the actual value of the right. Therefore, this evaluation, because of its uncertainty, requires the assistance of a professional with specific experience in intellectual property law.

In terms of our philosophy, we have always provided highly competitive legal advice without compromising our basic values: loyalty and independence. Flexibility, meeting client demands, an understanding of the client’s business and product quality are the main qualities of our firm. These features allow us to attract both primary multinational groups and top Italian entrepreneurs, giving life to long-period relations with them. Furthermore, our clients appreciate our policy of continuity, independence and internal growth, which allows little or no turnover in the attorneys assigned to deal at a top level with their case. All these qualities are the key of our highly-competitive legal assistance.

When processing a major deal, the situation can vary depending on what IP rights we are considering. In Italy, probably the most sensitive area is software, which is protected by copyright law and which therefore is not an “invention”. As such, the provisions concerning ownership of inventions developed by employees do not apply and this can lead to uncertainties.

Our approach to our clients is a steadfast adherence to quality, consistency in relations with them and strong and shared professional ethics. The operating procedures on which the firm is based assure an absolute flexibility in relation to our clients’ aims and a full comprehension of its business needs. Furthermore, thanks to our low turnover in the attorneys assigned to the cases, we are able to guarantee our clients a constant reference among our professionals, thus also minimising costs of services rendered.

The same applies for 3P’s developed software, which, lacking an express agreement to this end, may be considered owned by the 3P developer or by the customer depending on the case. Additional issues can arise from the use of “open source” software due to the misconception that since it is used for free it can be used without complying with the relevant terms of license. Also trade secrets represent another sensitive area in Italy. Since their protection strictly depends on the efforts taken by the owner in order to maintain secrecy, if not properly protected by non-disclosure agreements and by proper security measures, their value and, therefore, the capacity of companies to maintain their competitive advantage may be seriously compromised. All of these issues, if not properly addressed in terms of due diligence, remediation, warranties and indemnification, can affect the value of the IP transferred. Moreover, under Italian law certain breaches of third parties’ rights on software (and other IP) can lead to a criminal liabilities since they are technically criminal offences. Some of these offences do not entail only the liability of the responsible person but also that of the legal entity in the interest, or for the benefit of which the offence was committed. Companies of course cannot go to jail, but under Italian law they can be ordered to pay hefty fines amounting to millions of Euros and companies may even be barred from contracting with Government or altogether suspended from doing business for a period of time. Dealing with this risk is particularly tricky since, on the one hand, it makes due diligence all the more important; however, if a due diligence is carried out and the purchase is completed, it may increase the liability of the successor. www.acquisition-intl.com

With the quality of service we provide, Rucellai & Raffaelli’s clients include leading multinationals as well as distinguished national companies operating at local and international level, which are active in various industries including information technology, manufacturing, chemicals, pharmaceutical, insurance, financial services, land and air transport, large-scale distribution, energy and international trade. In a market that is characterised by the integration in international professional networks, by the sudden appearance of large mergers among competitors and their unexpected splits, Rucellai & Raffaelli’s growth has been exclusively internal. Most of our professionals start and continue their careers in the firm, and pass on their expertise to new trainees. This process, together with our strong ethic of independence, represents the key element of our high-quality legal assistance. In order to sustain our success, we invest a large amount of time and resources in training all of our professionals through organising internal seminars and lessons conducted by experts concerning the latest developments in both Italian and European law. Looking towards the future, the aim of Rucellai & Raffaelli is to strengthen its inner structure, in order to guarantee our clients a high-quality legal assistance. We are particularly focusing on areas of practice which are becoming increasingly more relevant, such as administrative law. Moreover, in consideration of the growing importance of international litigation, the firm will intensify its relations with the most important foreign law firms, in order to guarantee our clients a worldwide legal assistance. Acquisition International - September 2015 53


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60 Seconds With... We catch up with some successful companies currently flourishing within their respective sectors.


60 Seconds With...

Ben & Partners Name: Koay Ben Ree Company: Ben & Partners Email: ben@benpartners.com Web: www.benpartners.com Address: 7-2, Level 2, Block D2, Dataran Prima, Jalan PJU 1/39, Petaling Jaya, Selangor, Malaysia Telephone: +603 78052922

Tell us a little about your business and what you actually do. We are a boutique law firm specializing in the field of corporate law, particularly in corporate finance, takeovers, mergers and acquisitions, capital markets, corporate and debt restructurings, private equity and venture capitalist investments and corporate advisory matters. Although Ben & Partners has been established for only eight years, we have been very active in the corporate finance scene in Malaysia and abroad. We have advised on initial public offerings of two Malaysian mineral companies on its successful listing on the Main Market of the Hong Kong Stock Exchange (HKSE) as well as a proposed flotation of a Malaysian agrochemical and fertiliser manufacturing company on the Main Market of Hong Kong Stock Exchange. We are currently advising on another three initial public offerings on the Main Market and GEM of the HKSE. Ben Ree, our Managing Partner, has also advised on numerous flotation on the Main Market and ACE Market of Bursa Malaysia Securities Berhad (Bursa Securities), and undertaken corporate and debt restructuring exercises for public listed and private companies in Malaysia. Further Ben Ree has also advised on initial public offerings of companies listed on the Alternative Investment Market (AIM) of the London Stock Exchange and the Australian Securities Exchange. Could you give us some insight into the types of clients you work with. Our clients range from ‘large-cap’ corporations to startups. Most of our clients are mainly public listed companies or companies embarking on a flotation exercise in Malaysia or the foreign stock exchange.

www.acquisition-intl.com

We have also represented private equity firms and venture capitals from Malaysia and Singapore in respect of their investments in Malaysia. What makes your firm unique among your competitors and peers? As a boutique law firm, we are able to provide personalised services and continuously build and maintain close working relationships with our clients. This leads to our clients often retaining us for future corporate exercises. In addition, we also maintain close working relationships with investment bankers who we have the privilege of dealing with during our clients’ corporate exercises. What would you say are the biggest challenges facing your business at present? It has become increasingly difficult throughout the legal profession to source the best and right talent to meet our plans for expansion, particularly when legal talent is open to myriad job prospects outside the legal fraternity. Can you sum up for us your business’s main aims? We aim to ensure satisfaction of our clients by rendering sound, commercial, personalized and solution oriented legal advice within a prompt turnaround time and at the same time provide value-added service that transcends our clients’ expectations. What business/business person do you most admire and why? The people we admire most are the people responsible for shaping the wider legal landscape. It is undeniable that the existence of an established system of law, coupled with competent legal service providers, creates an environment of stability and predictability, where commercial risks may be reasonably assessed and contractual rights honoured and protected. This directly attracts local and foreign investors alike to invest in and spur on the local economy.

Acquisition International - September 2015 55


Mate Migration Introduce us to your business and tell us a little about what you do. We provide work permit and visa services for Australia and New Zealand. We will support people and businesses through the often complex visa process to make it as simple as possible. Our clients benefit from our desire to help, excellent service delivery and competitive fees. Registered and licensed with MARA and IAA, we have significant experience and a 100% success rate in migration to date.

What’s the biggest challenge facing you at present? I suppose the biggest obstacle facing us is achieving brand awareness for a service-led organisation such as ours in a competitive market. We are looking to increase our portfolio of direct clients who can benefit from the service, prices and results a more flexible visa consultancy such as ours can deliver. Also, we are looking to maintain and continuously enhance the high standards of service delivery and personable approach as we inevitably grow. What’s the aim for your business?

Who are your clients? Name: Greg Veal (Managing Director) Company: Mate Migration Email: greg.v@matemigration.com Web: www.matemigration.com Address: Mate Migration. C/O: EMS Ltd. Level 2, 13 Austin Friars. London. EC2N 2HE. UK Telephone: +44 (0)845 680 4817

We mainly work with leading law and immigration firms, relocation companies, corporates and SMEs to provide a world class service at affordable rates. We also handle individual cases for investors, spouse, skilled, parent and retirement visas.

To simply grant visas on time, every time and with a helpful and responsive service at affordable rates. We want to ensure that our service is delivered with integrity by experts in their field, and provide the best possible experience and satisfaction for all our clients and stakeholders. What’s your company’s biggest challenge

What makes you unique? There a number of factors that separate us from our competitors. Firstly, we are very helpful, friendly and provide a responsive service. Moreover, our 100% migration rate is something that literally cannot be beaten. All of these combined with our wealth of experience and competitive prices are what make us a truly unique service.

Our track record and lower fees mean we white label for a number of law and relocation firms who know we are reliable, get the job done well, in time and for a good price. Like many SMEs we find big businesses tend to prefer to deal with big businesses as a perceived lower risk. Our challenge is to become known as a brand in our own right in a highly competitive market place, with a smaller marketing spend and leaner, more flexible structure. What business/business person do you most admire and why? I suppose that would have to be Bill Gates, not only for his success but also for his extensive philanthropic activities.

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www.acquisition-intl.com


60 Seconds With...

WSP | Parsons Brinckerhoff Tell us about your business? We are a 32,000 strong, global engineering and professional services consulting firm with a large environmental division. We are the largest consultancy provider of environmental due diligence in the UK for Real Estate with a growing Corporate Due Diligence team. We identify both environmental risks and opportunities relating to commercial property transactions in the UK, Europe and globally. What sort of clients does your company attract? Name: Peter Lane Company: WSP | Parsons Brinckerhoff Email: Peter.Lane@wspgroup.com Web: www.wspgroup.com Address: 6 Devonshire Square, London, EC2M 4YE Telephone: +44 020 3116 6044

www.acquisition-intl.com

We work internationally with FTSE listed property companies, pension funds, all the main real estate agents, lawyers, global institutional investors, corporate finance, retail and investment banks and developers. What do you think separates you from your competitors? Our strength lies in our breadth of experience, speed of response and commercial focus. We can support at every stage of the project cycle anywhere in the world. We have the ability to draw in relevant specialist services at short notice from within the entire business.

Among the many challenges facing you in your industry, what would you say is the biggest? It’s a fortunate dilemma, but finding additional staff with the right blend of experience in a growing market. What future ambitions does you company have? We are focussing on helping our clients become more ‘future ready’. Climate change will inevitably impact on property values and assessing these factors and feeding them into the investment decision will have an impact on long term value and saleability. Is there an individual in the business world and beyond that inspires you? Dame Ellen MacArthur. I met her in 2012 during a presentation on The Circular Economy. She was so energised and impassioned about how we can create a truly sustainable economy, bringing together business, innovation and natural capital – it struck a chord with me and the role we can all play.

Acquisition International - September 2015 57


The Deal Diary

Welcome to the Deal Diary, our monthly round up of the recent M&A activity across the globe. As always, we feature a range of transactions across a number of different sectors. With each diary entry, we’ll be taking a comprehensive look at the inner workings of the deal in question and will be venturing behind the scenes to take a look at the dedicated professionals involved in ensuring its success. Have you done a deal lately? If so, then we want to hear from you. Head over to www.acquisition-intl.com and submit the details.

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The Deal Diary

TMT Mergers and acquisitions (M&A) activity targeting the global technology, media and telecommunications (TMT) sector soared in the first six months of 2015 compared to the second half of 2014, according to Zephyr, the M&A database published by Bureau van Dijk. Value rose by 59 per cent from USD 379,981 million in H2 2014 to USD 603,533 million, while volume advanced at the slower rate of 3 per cent, from 11,656 deals to 12,059. Both value and volume were at their highest point of the last nine years. Given that the first half of 2015 represented a particularly high base, it seems unlikely that the second half of the year will surpass the result. Two months in, deals worth a combined USD 194,064 million targeting the TMT sector have been announced, just less than a third of total M&A value recorded for the six months to June, while volume stood at 3,435 transactions as at 31st August 2015, which is 28 per cent of the total for the first half of the year. However, these results are strong in comparison with some previous years, with value already higher than the USD 190,568 million-worth of deals announced in H1 2012. TMT companies based in North America accounted for the lion’s share of investment in the sector globally so far in 2015, with deals worth an aggregate USD 330,433 million recorded for the eight months to the end of August. This is well on the way to overtaking the USD 340,566 million recorded for the region in 2014. Western Europe followed in second place with USD 228,446 million, the region’s highest result of the last nine years, and the Far East and Central Asia third on USD 160,423 million, which, although lower than USD 177,854 million recorded in 2014, was the region’s second-best result of the last nine years. Indeed, by volume, TMT companies based in the Far East and Central Asia were the most frequently targeted in the eight months to 31st August 2015 with 5,325 transactions. This was just over a fifth higher than the 4,399 deals targeting North America, down from 7,103 in 2014, and a third better than Western Europe, which ranked third with 4,005 transactions. To sum up, M&A activity targeting the global TMT sector is looking buoyant and North America is likely to carry this momentum through to the end of the year, particularly given the significantly high investment already seen in the region, despite weaker volume.

hands-on grey matter.

Number and Aggregate Value (Mil USD) of Consumer Deals Globally by Type: 2006-2015 to date (as at 31 July 2015) Deal half yearly value (Announced date)

Number of deals

Aggregate deal value (mil USD)

H2 2015

3,435

194,064

H1 2015

12,059

603,533

H2 2014

11,656

379,981

H1 2014

10,613

451,771

H2 2013

10,595

536,323

H1 2013

9,060

330,043

H2 2012

8,195

229,780

H1 2012

7,692

190,568

H2 2011

7,025

207,591

H1 2011

6,623

233,073

H2 2010

6,018

216,801

H1 2010

5,794

211,696

H2 2009

5,781

229,548

H1 2009

5,134

143,282

.Mergers & acquisitions .Gaming and gambling .Payments .Corporate finance .Software licensing .Brand protection .Sponsorship .Image rights .Privacy .Data protection .e-money .Company incorporation .Company maintenance .Insolvency .Restructuring .EU cross-border trade .Competition (anti-trust) .Employment .Consumer protection .Domain name disputes .Taxation .Real Estate .Financial services .eCommunication .Wealth management .Cryptocurrency FINANCIAL AND CORPORATE RECOMMENDED FIRM

2015

Level 5 Quantum House 75 Abate Rigord Street Ta’ Xbiex XBX 1120 Malta Telephone: (+356) 20925100 Web: www.whpartners.eu

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Acquisition International - September 2015 59


The Deal Diary

Air Partner Acquisition of Baines Simmons

Virtual Data Room Provider

On Wednesday 19th August, Baines Simmons became part of the Air Partner group of companies following the 100% acquisition of shares from directors Keven Baines, Bob Simmons and Andrew Parker. The move to acquire the world’s leading aviation safety improvement consultancy is part of Air Partner’s group diversification programme and complements their world-leading aviation aircraft chartering activities.

Debt Providers

Air PartnerBaines Simmons will continue to operate as an autonomous brand within Air Partner’s growing portfolio of companies and the directors will continue to lead and develop the company’s growth and success. Baines Simmons will continue to operate out of its Fairoaks office in Surrey, UK and there are no changes to the current employment contracts for the 80+ consultants and head office staff who work for the company. Founded in 1961, Air Partner is a global aviation services group that provides worldwide solutions to industry, commerce, governments and private individuals. The Group is structured into four reporting divisions: Commercial Jets, Private Jets, Freight and Baines Simmons. The Commercial Jet division charters large airliners to move groups of any size. Private Jets offers the company’s unique pre-paid JetCard scheme and on-demand charter. Air Partner Freight charters aircraft of every size to fly almost any cargo anywhere, at any time. Cabot Aviation, which is formed within the Commercial Jet division, provides comprehensive remarketing programmes for all types of commercial and corporate aircraft to a wide range of international clients. Baines Simmons is a world leader in Aviation Safety Consulting which specialises in aviation regulation, compliance and safety management. Air Partner is headquartered alongside Gatwick airport in the UK. Air Partner operates 24/7 year-round and has 20 offices globally. Air Partner is listed on the London Stock Exchange (AIR) and is also ISO 9001:2008 compliant for commercial airline and private jet solutions worldwide.

Legal Adviser to the Purchaser

Financial Due Diligence Provider

“Baines Simmons has a high-end position in its industry and Merrill DataSite was very proud to be chosen as the virtual data room provider on this project. Merrill DataSite is the market leading VDR solution and we were pleased to help showcase this prime asset sale.” Said Sean Dainty, Regional Director at Merrill DataSite. Sean.Dainty@merrillcorp.com www.datasite.com

Abbey Bond Lovis Management Buy-Out Backed by Global Risk Partners Abbey Bond Lovis has completed a management buyout backed by Global Risk Partners (GRP). The firm has previously invested in the likes of Plum Underwriting and Ropner Insurance Services.

Virtual Data Room Provider

Earlier this week it stated that it would be targetting UK regional brokers as it brought former Towergate deals-chief Kenny Maciver on board. Regarding the Lovis deal, GRP confirmed that the broker’s management team, Maurice Boyd, Stephen Carlisle, Gary Crabbe, Ken Alderdice and Patrick McMillen will continue to lead the business and are co-investors. Maurice Boyd, managing director of Abbey Bond Lovis, said: “Our MBO provides an ideal platform to further expand our footprint in Northern Ireland. “With the support of Global Risk Partners, we plan to grow the business through acquisition of businesses, teams and individuals, maintaining our reputation as a client focused organisation providing a professional insurance and risk management service.” David Margrett, chief executive of GRP said: “Backing the Abbey Bond Lovis MBO was an ideal opportunity to acquire an established broker with a strong reputation in the market and led by an excellent management team. “Abbey Bond Lovis provides us with a scaleable platform to expand in Northern Ireland.” He added: “Our ‘owner-driver’ approach gives each management team a significant equity stake in their business, creating an attractive opportunity for both retail and wholesale businesses to be part of our group.”

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Legal Adviser to the Purchaser


The Deal Diary

AMP Capital and 3i Infrastructure Acquisition of Esvagt Virtual Data Room Provider AMP Capital and 3i Infrastructure plc (3i Infrastructure) have entered into an agreement to jointly acquire 100 per cent of Danish company ESVAGT from Maersk Group. AMP Capital is investing approximately £109 million to acquire a 50 per cent interest in ESVAGT and will have an equal shareholding with 3i Infrastructure. Headquartered in Esbjerg, Esvagt has been operating since 1981. It is a leading provider of emergency response and rescue services in the offshore oil and gas industry in Denmark and Norway, and has a growing presence in the UK and offshore wind services segments. Esvagt employs more than 800 people and owns a fleet of 43 vessels.

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AMP Capital Global Head of Infrastructure Equity Boe Pahari said: “We are pleased to partner with 3i Infrastructure to acquire Esvagt, a high quality business that has a long and successful history providing critical safety services to the offshore energy industry. Legal Adviser to the Vendor “We believe Esvagt represents an excellent opportunity for our investors. It holds leading positions in its core Scandinavian markets where there are high barriers to entry. Its contracted revenue streams, unique operating model and market-leading margins mean it is expected to continue to deliver stable and predictable revenue. The company is also well positioned to replicate its success in overseas markets as well as the offshore wind sector, which we believe offers exciting opportunities for the business. “Esvagt is a great fit for AMP Capital’s Global Infrastructure Fund and an excellent addition to our growing portfolio of assets.”

Financial Adviser to the Vendor

AMP Capital’s global infrastructure platform is currently raising funds from global investors and has secured commitments in excess of US$1 billion. The platform is targeting a final close of US$2 billion. Completion of the transaction remains conditional upon receiving clearance from the European Commission under the EU Merger Regulation. Completion is anticipated by late September 2015.

ProSiebenSat.1 Acquisition of Verivox from Oakley Capital ProSiebenSat.1 is further strengthening its strategic eCommerce business through its 7Commerce subsidiary by acquiring a majority stake in Verivox, Germany’s largest independent consumer portal for energy. With this largest digital acquisition to date, ProSiebenSat.1 is expanding its activities in the fast-growing segment of comparison portals. ProSiebenSat.1 is acquiring 80 percent of the shares in Verivox for a purchase price of around EUR 170 million. On top of this comes a variable purchase price component, the amount of which is subject to the operating profit of Verivox in the year of 2015. This amounts to a maximum of EUR 40 million. The former owners under the leadership of Oakley Capital will continue to hold a minority interest in the company. The acquisition is subject to approval by the German Federal Cartel Office.

Virtual Data Room Provider

Legal advisors to Sellers

Christian Wegner, Member of the Executive Board, Digital, ProSiebenSat.1 Group: “Verivox has outstanding growth potential and is a highly attractive brand. In recent years, the company has invested heavily in the expansion of its comparison services and now has a comprehensive portfolio which, in addition to energy, includes the telecommunication, insurance, and financial service segments. In the years ahead we will draw upon the marketing power of our TV stations to establish Verivox as a leading portal in this segment.” Chris Öhlund, CEO of the Verivox Group: “We are very pleased to have found a strong new partner and owner with ProSiebenSat.1. Jointly, we will work together to further accelerate the growth of Verivox’s unique consumer proposition by deploying ProSiebenSat.1 media power. This will aid our efforts to increase awareness of our new business segments in car insurance, telecommunications and preferential online credits offers. Additionally, our market leading energy comparison service will now be made aware to more consumers who will directly benefit by their opportunity to save money for free.”

Legal advisors to Buyer (ProSieben)

Chris Beckmann, Director at Merrill DataSite, worked with the sell side team on this project to provide the virtual data room for due diligence. Mr. Beckmann said: “Merrill DataSite was delighted to be selected to work on this important acquisition, and we are pleased our VDR helped ensure an efficient and secure sale.”

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The Deal Diary

Herkules Capital Invests in Linas Matkasse A leading Nordic Private Equity company Herkules has become new shareholder in Linas Matkasse from Sweden, a European leader in the dinner bag market. With annual sale of over SEK 1bn and over 2 million distributed meals per month, the company has shown substantial profitable growth since the start in 2008.

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Debt Providers

Over the past years, Linas Matkasse has also established in Norway and most recently in the Netherlands. To strengthen the company for further expansion plans in both existing and new markets, the company has taken Herkules on board – an investor with proven growth success in entrepreneur driven consumer companies. Together, Linas Matkasse’s new shareholder group will take the company to the next level. “I am extremely happy that Herkules has chosen to become shareholder of Linas Matkasse. During the past couple of months we’ve had fruitful discussions with a number of national and international potential investors. Herkules Capital will add valuable knowledge to the company, which will enable Linas Matkasse to continue to expand even more aggressively”, says founder and CEO Niklas Aronsson.

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Niklas Aronsson founded Linas Matkasse in 2008 together with his sister Lina Gebäck. In 2011 the company brought in new shareholders; Swedish Creandum and German Acton Capital. “Linas Matkasse has a fantastic financial and brand-rate history and tremendous growth potential in the Nordics and beyond. The company’s strong innovation skills, corporate culture and strong management team impress me greatly. That’s the reason why we invested in Linas Matkasse to contribute to take the company to the next level. A next level that that may well mean a future IPO“, says Sverre Flåskjer, Managing Partner, Herkules Capital.

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Herkules was till July the owner of the successful Nordic coffee shop chain Espresso House. Herkules’ acquired minority share implies a broadening of the shareholder group. All existing shareholders remain in the company.

TRADEKING Acquisition of MB TRADING In a move to further extend the scope of its online brokerage offering, TradeKing Group announced today that it has entered into an agreement with California-based MB Trading to acquire all of the firm’s assets. The acquisition is part of TradeKing’s mission to build a diversified financial services firm that fits the needs of every kind of client, from new investors to the savviest traders. Financial terms of the agreement were not disclosed.

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With the addition of MB Trading’s renowned and award-winning trading platform, TradeKing will offer a powerful, active trading experience for the most experienced traders, featuring the full spectrum of products, including stocks and ETFs, options, bonds, forex and futures. “TradeKing and MB Trading clients will have access to the best products, technology and services our two firms have to offer,” said Don Montanaro, co-founder and CEO of TradeKing. “TradeKing and MB Trading were both founded on the core principle of driving more value for the investor’s dollar. This acquisition furthers that goal by offering clients of both firms more choice and more capabilities for the same great per trade price. We intend to remain a consolidator in this space to ensure great products and technologies can continue to flourish under the TradeKing umbrella.” The combined, post-acquisition firm will operate under the TradeKing brand with offices continuing in Fort Lauderdale, Florida; Charlotte, North Carolina; and El Segundo, California. The existing TradeKing management team will remain in their current roles with Steve Demarest and other key players from MB Trading joining the TradeKing team. Commenting on the agreement, Steve Demarest, President of MB Trading said, “We chose to enter into this agreement with TradeKing because our two firms share a very similar philosophy; that is to give our clients the very best tools, technology and pricing to put them in a position to win. We know everyone at TradeKing is as committed as we are to treating our clients right and doing whatever it takes to help them succeed.”

62 Acquisition International - September 2015

Legal Adviser to the Purchaser


The Deal Diary

Novus Medical Group Acquisition of WCIG Insurance Services Novus Acquisition & Development Corp. (OTC PINK: NDEV), through its subsidiary Novus Medical Group, Inc. (Novus), is pleased to announce today that it has acquired WCIG Insurance Services, Inc. (WCIG), a California insurance brokerage, license number 0K41569. Novus will now be able to collaborate with other insurance carriers and reinsurers to expand into other insurance products, opening new sales channels, diversify its business model, and complement its health insurance strategy. “What this means is that Novus is now a regulated insurance entity; shareholders, consumers and vendors can feel confident that Novus has accountability in the MMJ sector and other industries,” says Novus Chairman Frank Labrozzi. “As an independent entity, we are able to make decisions, set the style of our policies and expand with ongoing flexibility in our business model.” Financial Adviser to the Vendor Through this acquisition, Novus is now officially recognized by the state of California as a licensed health insurance provider in the largest MMJ market in the country. California represents 25% of the MMJ market (approximately 1.2 million registered patients) and with this California presence Novus will be able to exercise reciprocity into other states nationwide. Additionally, Novus is now able to: • Continue offering discounts on THC-based MMJ and Integrative healthcare services • Offer high-CBD and low-THC products nationwide with the Charlotte’s Web contract • Accelerate the supplemental insurance business model • Compete in the property/casualty and errors and omissions sector for MMJ industry where rates have increased significantly, and; • Buy existing books of business that complement Novus earnings and net asset value

Active Private Equity Investment in WhoCanFixMyCar.Com Active Private Equity, the growth capital firm specialising in consumer brands and services (including Evans Cycles, Leon and more), announced it is investing in WhoCanFixMyCar.com, the UK’s leading digital marketplace for the £22bn car servicing and repair industry.

Legal Adviser to the Purchaser

The platform, which has grown 10-fold in the past 18 months, does for car servicing and repairs what other well-known online platforms have done in insurance, holidays and used car sales. Over 118,000 customers have now used WhoCanFixMyCar.com, choosing from a growing list of over 6,600 garages nationwide. Also investing in the team is industry veteran Sir Trevor Chinn, former Chairman of the AA, Kwik-Fit and the RAC, and currently Senior Advisor to CVC Capital Partners. WhoCanFixMyCar.com was founded by Ian Griffiths and Alistair Preston, pictured below, who saw an opportunity to bring transparency and convenience to a market which is notoriously hard to navigate. Through WhoCanFixMyCar.com, drivers specify a service or repair on their vehicle and receive detailed estimates for the work required from locally-registered garages. The user can then select a garage based on location, price, availability or feedback from previous customers.

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As well as offering transparency to drivers, WhoCanFixMyCar.com also provides garages with incremental business, via an efficient no-win-no-fee marketing channel. The top five registered garages have, between them, won over 1,000 new customers via the platform. Active, founded by entrepreneur-investors Gavyn Davies, Spencer Skinner and Nick Evans, has a strong track record of investing in the consumer, leisure and retail space. Last year they raised a new fund backed by a small team of long-term committed partners including Sir Charles Dunstone, founder of Carphone Warehouse and Chairman of Talk-Talk. The investment will further accelerate WhoCanFixMyCar.com’s growth and will allow the business to develop and expand its range of services to UK drivers and garages.

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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


The Deal Diary

Sauermann Acquisition of KIMO Gestion Finance

Debt Providers & Financial Adviser to the Vendor

Sauermann Group , world wide leader in designing, manufacturing and marketing pumps for condensate removal has acquired , through its French subsidiary Sauermann Industrie SA, the French family - owned group Kimo Gestion Finance SA (“KGF”), to significantly expand its offer to HVACR* professionals . The parties have agreed not to disclose the financial terms of the transaction. KGF is based in Montpon - Ménestérol, in the Dordogne region of France, and is made up of operational subsidiaries: KIMO SA, Taulou SAS and Katrem SARL. KIMO is th e group’s largest subsidiary. It is part of the HVACR industry and is active in designing, manufacturing and selling instruments aimed at measuring and controlling indoor air quality. KGF employs around 300 people and generated revenues of €34 million in 2 014. KIMO is the most important part of KGF, with almost 85% of the employees , and €30 million of revenue in 2014 . It is the market leader for measurement instruments in France . “In 2004, we adopted a particularly ambitious plan. Having completely overha uled our management systems and financial position, substantially strengthened our presence in the four segments of the HVACR sector and set up subsidiaries in Asia - Pacific and North America, we have successfully achieved all of our targets. However, we we re determined to go even further,” said Serge Bohyn, Sauermann Group ‘s CEO. “Sauermann and KGF are extraordinarily complementary . We fit together perfectly . Our geographical positions complement each other perfectly, as do our organization charts . And from an R&D perspective , it is obvious that our combined group will produce some sensational new products. I am convinced that we share a very bright future together.”

Legal Adviser to the Equity Provider

Legal Adviser to the Vendor

Environmental Due Diligence Provider

The transaction was agreed and took effect on 8 July 2015, with the support of French priva te equity firm CM - CIC Investissement. “We are a long - standing shareholder of the KGF group and we are delighted to be taking part in this transaction, supporting management with their development plans,” explained Eve Basse - Cathalinat, Principal at CM - CIC Investissement.

Aquiline Capital Partners Investment in Fenergo

Legal Adviser to the Equity Provider

Aquiline Capital Partners LLC, a New York-based private equity firm investing in financial services, announced today that is has made an investment in Fenergo, the leading provider of client lifecycle management software solutions for investment banks, capital market firms and private banks. Fenergo’s automated platform streamlines processes for both the front-office and back-office, enabling the efficient and compliant onboarding of clients based on golden source client and counterparty data, improving time to revenue. Aquiline is co-investing with Insight Venture Partners, a leading global venture capital and private equity firm investing in high-growth technology and software companies. Through the investment, Fenergo will be able to support its rapid international growth and platform expansion, in addition to growing its customer base by leveraging Aquiline’s industry expertise and network.

Financial Adviser to the Equity Provider

Legal Adviser to the Vendor

“With Aquiline’s depth of experience and proven track record in financial technology and services, coupled with Insight’s focus on software investing, Fenergo stands to benefit greatly from this partnership, and I am truly excited for the growth opportunities that are now possible with the help of our new investors,” said Marc Murphy, CEO of Fenergo. “Evolving regulatory pressures on financial institutions have demonstrated a clear need for more advanced compliance solutions,” said Jeff Greenberg, Chief Executive of Aquiline. “Fenergo is well-positioned as the market leader in a large and growing industry. We look forward to supporting Marc and the outstanding management team at Fenergo as we work together to achieve the next stage of growth.”

Financial Adviser to the Vendor

In conjunction with the investment, Vincenzo La Ruffa, Head of Financial Technology for Aquiline, will be joining the company’s board. Aquiline was advised by Marlin & Associates and received legal counsel from Willkie Farr & Gallagher LLP in this transaction.

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OC&C STRATEGY CONSULTANTS WINS DOUBLE AT AI M&A AWARDS 2015 OC&C are delighted to have been recognised for our work in Acquisition International’s (AI) 4th annual M&A awards where we were awarded the titles of Best for Traditional Media Acquisitions and Best for Business Unit Strategy for our work in the Technology, Digital and Media spaces. Last year our UK team advised buyers and sellers on over 30 transactions in the corporate and PE sectors, delivering “stellar results and second to none client service”. Who are OC&C? Founded in 1987, OC&C Strategy Consultants operate around the world to bring clear thinking to the most complex issues facing ambitious management. Our TMT team covers all areas of TMT strategy globally with 27 strategy Partners across our international firm. Our M&A Practice covers all our sectors where we guide clients throughout the transaction process, from target search and screen through commercial strategic due diligence to business planning, post merger integration and profit / performance improvement. For more information please email contact@occstrategy.com

www.occstrategy.com

AI September 2015  
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