BDO International Snapshots M and A - 2015

BDO M&A INTERNATIONAL SNAPSHOTSBDO M&A deals from around the world

ABOUT BDO

1. US$7bn (€5.62 bn) combined fee income 2014

BDO INTERNATIONAL

billion1

2014 revenue

1,350 Offices60,000 Staff15

1Co

untr

ies

US$7

BDO INTERNATIONAL CORPORATE FINANCE

151 countries within

our global network completed deals across the globe725

$104bndeal value

over 1,200 Corporate Finance team globally

An AWARD WINNING corporate finance business 57% increase in deal

completions

30% of our deals are cross border

¼ PE deal involvement

What sets us apart

* Thomson Reuters 2014 worldwide league tables

most active adviser in the world*5th

SERBIA

HONG KONG

CZECH REPUBLICAUSTRALIA

GERMANY

BELGIUM

THE NETHERLANDS

SWITZERLAND

21 23

15

0704

12

05

25

CONTENTS

UNITED STATES

IRELAND ITALY

SPAIN

DENMARK

ISRAEL

UNITED KINGDOM

19 20

30

24

16

10

27

FRANCE

11

4 | BDO M&A INTERNATIONAL SNAPSHOTS

BDO played an important role as they quickly identified key issues on a financial, commercial and ‘human capital’ level. I especially appreciated their dual focus on both historical figures and future developments and, as a young entrepreneur, I experienced the fast and to the point advice and the pinpointed legal assistance as indispensable throughout the entire process.

Emma Cronin | Joint Managing Director, Mail Call Couriers

Acquisition of Mail Call Couriers by Aramex

BDO contact for this transaction

SEBASTIAN STEVENS Corporate Finance Partner

[email protected]

AUSTRALIAMail Call Couriers is a leading express courier company in the metropolitan markets in Australia. It has built a reputation for developing innovative customer-focused technology and providing fast and efficient services.

On 9 June 2014, Dubai listed Aramex (DFX: ARMX) announced the acquisition of Mail Call Couriers.

This acquisition strengthens Aramex’s Asia-Pacific proposition and provides Aramex with important, technology-driven delivery capabilities in Australia.

The BDO M&A team in Australia acted for Mail Call Couriers as lead adviser on the successful sale to Aramex, one of the world’s leading logistics and transportation solutions providers.


BDO M&A INTERNATIONAL SNAPSHOTS | 5

During the final phases of such M&A projects, unforeseen developments frequently pop up. As this was the case for this transaction, we could then appreciate the efficiency and professionalism of the BDO team.

Thanks to their good advice and their professionalism, we could rapidly close the deal. We would like to thank them for this.

Michel Poncelet | CEO Of SLM Computerland

Acquisition of Orda’s and Altair on behalf of SLM Computerland

BELGIUMThe BDO M&A team in Belgium assisted the COMPUTERLAND Group in acquiring the shares of ALTAIR and ORDA-S, two IT companies.

For more than 35 years, COMPUTERLAND has been active in the IT industry.

The Group’s activities evolved over the years from computer hardware wholesale towards an integrated IT services provider. The Group from Liège anticipated the deep industry and market changes and adapted its business model accordingly.



JOHAN HATERT Partner

[email protected]


BDO’s involvement and professionalism in the M&A process exceeded the expectations we had of a consultant. The proximity, flexibility and the responsiveness of the team members were highly appreciated and have been an important factor for closing this transaction successfully.

Greet Van Pee | Former Shareholder And Co-Founder

Sale of KBO to Keolis

BELGIUMThe BDO M&A team in Belgium assisted the shareholders of KBO in the sale of their shares to the French transport group Keolis. The vendor, a long-standing customer of BDO, decided to sell its shareholding in the family business.

BDO received an exclusive sale mandate and executed a full fledge service suite ranging from the valuation of the shares, drafting the information memorandum, the selection of potential buyers, the coordination of the sales process, to closing the transaction.

Our legal colleagues also intervened on this project with legal advice during the entire negotiation process as well as drafting and reviewing the SPA.



JOHAN VANDENBROECK Partner

[email protected]


The BDO M&A team in Czech Republic advised Genesis Capital, the shareholder of HSW Signall, leading supplier of sign making and large format printing hardware and consumables to the Czech and Slovak markets, on the sale of the company to VINK HOLDINGS.


Sale of HSW Signall to VINK HOLDINGS


PETR KYMLIČKA Partner

[email protected]

CZECH REPUBLIC


Sale of EVČ to ČEZ Group



[email protected]

CZECH REPUBLICThe BDO M&A team in Czech Republic advised the shareholders of EVČ, engineering company focused on energy and water facilities, on the sale of 75% of the company to ČEZ Group.

ČEZ is an established, integrated energy group with operations in a number of Central and Southeastern European countries and Turkey. The Group’s core business is the generation, distribution, trade in, and sales of electricity and heat, trade in and sales of natural gas, and coal extraction.



Sale of ALPINE Bau CZ to PSJ Group

CZECH REPUBLICThe BDO M&A team in Czech Republic advised the shareholders/insolvency administrator of ALPINE Bau GmbH on the sale of its subsidiary ALPINE Bau CZ, focused on transport, engineering and building construction, to PSJ Group.

Alpine Bau filed for insolvency in 2013 and their business units in Austria, Germany and Eastern Europe have been subject of interested acquirers.




[email protected]


BDO has been a very valuable partner for RushFiles in this fundraising and it’s doubtful if we had managed to raise 19 mDKK in the Danish venture environment at this early stage, without the help of BDO. We examined the M&A market prior to starting our fundraising, and with their in depth knowledge to the hosting/telco industry and their previous successes helping ISVs and cloud providers, BDO was the obvious partner for RushFiles.

Morten Klank | Co-Founder & CEO, RushFiles A/S

Raising finance for Rushfiles A/S


JAKOB SANDHead of Corporate Finance Denmark

[email protected]

DENMARKRushFiles is a cloud-based file sharing service as known from Dropbox and Google. What makes RushFiles unique comes from the opportunity to decide the location of the data hosting, which allows the user to control which country regulations and laws apply.

RushFiles initial focus was to gain traction in the local market, and as that was achieved they contacted the BDO M&A team in Denmark to help them fundraise the required capital to go international. Through a focused process with basis in RushFiles wishes for potential business partners, we raised the capital necessary to continue RushFiles global adventure.



Sale of Paris based retirement home Les Tilleuls to Oxylis group

FRANCE

We would never have achieved better without BDO who ran a perfectly smooth but competitive process that allowed to maximize the value far beyond our expectations. Furthermore we are also very happy that the diverse offers received allowed us to choose an acquirer with the means and willingness to pursue the development we initiated. We are very grateful for the work done by BDO, as well as for the results achieved.

Catherine Loeckx | General Manager and Shareholder, Les Tilleuls


THIBAUT BAPTISTEM&A Senior Manager

[email protected]

The BDO M&A team in France was awarded the mandate to sell the Retirement home Les Tilleuls together with its real estate assets.

Despite the rather small size of the company compared to leading groups of the sector, BDO managed to leverage on the rare location of the home and the limited capacities available on the market.

This allowed to run a very competitive auction including all major groups although this is usually applied for lager deals. The sellers received 8 offers and finally decided to sell to Oxylis because, beside an attractive price, they were bringing exciting development projects.




AXEL MAACKPartner

[email protected]

GERMANYThe BDO M&A team in Germany acted as lead advisor to the shareholder of Labor Dr. Krause & Kollegen MVZ GmbH in the sale of his shares through a structured process. BDO supported the shareholder in conducting an auction process until the closing of the transaction. The final buyer was a strategic investor using the Vermögensverwaltungsgesellschaft am Schwedenkai GmbH as an investment vehicle.

Labor Dr. Krause & Kollegen is a privately owned, German based laboratory service provider with an excellent market position in Kiel and Schleswig Holstein (Northern part of Germany). As a service provider for physicians, hospitals and patients the lab offers a wide scope of parameters involving multiple analytical techniques and test methods.

Sale of Labor Dr. Krause & Kollegen MVZ GmbH to Vermoegensverwaltungs-gesellschaft am Schwedenkai GmbH




AXEL MAACKPartner

[email protected]

Joint Venture between REMA Lipprandt GmbH & Co. KG and Sumitomo Electric Industries Ltd.

GERMANYThe BDO M&A team in Germany advised the German charging connector manufacturer REMA Lipprandt GmbH & Co. KG during the establishment of a joint venture with the Japan based Sumitomo Electric Industries Ltd. and Sumitomo Wiring Systems Ltd. Sumitomo operates 105 companies in 32 countries around the world as global suppliers of automobile wiring harnesses.

The newly formed company SUMI REMA EV Solutions GmbH will develop and design electric vehicle charging connectors and enable the partners to rapidly develop combo specification charging connectors and to offer more proposals to customers and to expand their sales.




JANE EVANSSenior Manager

[email protected]

GERMANYThe BDO M&A team in Germany advised the UK based ventilation and motorised impeller manufacturer Volution Holdings Limited on the acquisition of the assets and business of Öko-Haustechnik inVENTer GmbH, a leading manufacturer of decentralised residential heat recovery ventilation products in Germany.

BDO acted as the M&A lead advisor to Volution Holdings Limited through the acquisition process. Volution Holdings is a leading ventilation and motorised impeller manufacturer operating primarily in Northern Europe. The purchase of inVENTer marks the next stage of Volution’s strategic growth and complements recent Swedish acquisitions.

Acquisition of Öko-Haustechnik inVENTer GmbH by Volution Holdings Limited




PAUL WILLIAMSPartner

[email protected]

Joint venture between Tontec Europe and Thomas Group

HONG KONGThe BDO M&A team in Hong Kong advised Tontec Europe S.à r.l, a wholly owned subsidiary of Tontec Group, on their investment into a new joint venture, Thomas Tontec, with French based partner Thomas Group.

Tontec is a specialized plastic injection mold making and molding services provider to the automotive, medical, aeronautical, electrical and electronics industries, with 5 manufacturing facilities

in China (Suzhou, Shenzhen, Tianjin, Wuhan and MaAnShan). Bringing together two long-standing trading partners, the joint venture now provides Tontec with 3 additional manufacturing operations locations in France, Romania and Tunisia, and with a new facility under development in Mexico targeting the US market.


Our new JV is a key development for Tontec Group, expanding our manufacturing and development capabilities into Europe, and providing comprehensive support for our customers’ increasingly local needs globally. BDO was involved from the start of the process, advising through a number of phases of deal structuring over an 18 month period, and were constantly available at all times. Using BDO’s teams in Hong Kong, France, Romania, Tunisia and Luxembourg, the localized support that BDO brought to the transaction provided a lot of comfort to our board in the deal process, and we are keen to continue using BDO going forward on our future deals.

Nelson Lam | Tontec President



KATHARINE BYRNEPartner

[email protected]

IRELANDThe BDO M&A team in Ireland advised on the sale of 70% stake in Sims IVF to Virtus Health Group with an option to acquire the remaining shares in SIMS IVF in two tranches in 2017 and 2019.

Virtus Health Group, the listed Australia-based medical service company headquartered in Greenwich, New South Wales, is engaged in in-vitro fertilization business. SIMS IVF, the Ireland-based company headquartered in Clonskeagh, Dublin, is an in-vitro fertilization clinic.

This acquisition will provide Virtus Health with opportunities to expand its network with various IVF businesses in Europe and Asia.


Partial Sale of Sims IVF to Virtus Health Group



CON QUIGLEYPartner

[email protected]

Sale of Eyre Hotels to Starhotels SpA

IRELANDThe BDO M&A team in Ireland advised Con Ring, the UK-based private individual and other private shareholders on the sale of The Gore Hotel and The Pelham Hotel, two luxury boutique hotels located in South Kensington, London to Starhotels SpA, the Italy-headquartered global hotel group for €54.12m.

The price achieved represented a record trading yield for London leasehold hotels (and possibly anywhere). The hotels had been trading strongly but were recording losses due to the costs of their capital structure.

The sale took place against the backdrop of a failed 2013 sales process, changes in management and significant bank distress heightened by hostile shareholder and competitor moves. The outcome represented a triumph for Mr Ring and for the collaboration between BDO acting for the Shareholders and KPMG acting for the Hotel Companies.




KATHARINE BYRNEPartner

[email protected]

IRELANDThe BDO M&A team in Ireland advised on the sale of The Health Store Limited, a leading Irish health food retailer, to General Nutrition Centers Inc, the NYSE listed retailer of health and nutrition related products for an undisclosed consideration.

General Nutrition Centers (GNC) is a leading global specialty retailer of health and wellness products - including vitamins, minerals and herbal supplements, sports nutrition and diet products.

The Company is active in 46 international markets.


Sale of The Health Store Limited to General Nutrition Centers Inc


Sale of Milpower Group to Fortissimo Capital

ISRAELMilpower is a leading supplier of power supplies to some of the largest global Tier1 defense and aerospace companies (both military and civilian).

The Group’s operations consist of several manufacturing and engineering facilities in Israel, U.S, India, and a few global sales and customer support locations.

The BDO M&A team in Israel advised the shareholders of Milpower Group in the sale process of 100% of the group’s share capital. BDO conducted a competitive process with several global strategic and financial potential acquirers and negotiated an optimal transaction with Fortissimo Capital, a leading Private Equity firm.


BDO has led an intensive global M&A process that has resulted in a successful 100% sale of Milpower Group. We were impressed by their professional approach and significant added value in the process that included other than managing the transaction also valuation services, accounting, taxation and Due-Diligence support. We are very pleased by the result and would recommend working with BDO in the future.

Ron Mohel | Controlling Shareholders Representative, Milpower Group


MIKI BERKOVICHHead of M&A and Investment Banking

[email protected]



FRANCESCO FERRAGINAPartner

[email protected]

ITALYThe BDO M&A team in Italy advised D&A during the entire acquisition process. D&A is a leader in spices and seasonings in Italy: annual sales are approximately €50 million, with 80% in Italy and 20% exported to 60 other countries. The addition of the D&A business extends McCormick’s presence in Europe with a strong foothold in Italy. The purchase price for the business was is € 85 million.


Acquisition of Drogheria & Alimentari (D&A) by McCormick & Company, Incorporated (NYSE: MKC)


Sale of Allshoes Benelux B.V. to Bunzl plc

THE NETHERLANDSThe BDO M&A team in the Netherlands advised the selling shareholder on the cross border sale of Allshoes Benelux B.V. (“Allshoes”) to Bunzl plc (“Bunzl”), a globally operating, London listed, distribution company with approximately € 7.5 billion in revenue. Allshoes itself is a leading distributor of safety shoes and products in the Benelux region.

Allshoes offers Bunzl access to a strong and stable client base, successful proprietary products designed by Allshoes, and exclusivity contracts for certain manufactured safety products. Next to this, Allshoes’ products now benefit from Bunzl’s global reach thus offering strong future growth potential.



ALBERT KOOPSPartner

[email protected]

JOOST VANDENBERGHAdvisor

[email protected]


THE NETHERLANDSRemondis Nederland, part of the German Remondis, acquired two sister companies ‘Transportbedrijf Kuiper’ and ‘Kuiper Groenrecycling’. The acquisition fits the strategy of Remondis to become the largest waste processor in The Netherlands. REMONDIS is one of the world’s largest companies for water management and recycling and is present in 35 countries. It has revenues of over EUR 6 billion.

For the former entrepreneurs, brothers Cees and Ronald Kuiper, the acquisition means the end of 37 years entrepreneurship. The BDO M&A team in the Netherlands assisted the sellers in the sale process.


Sale of Kuiper Containers to Remondis


ALBERT KOOPSPartner

[email protected]

EMIEL BIRZAM&A Advisor

[email protected]


The BDO M&A team in Serbia was engaged by state-controlled incumbent telco, Telekom Srbija, as the buy side financial advisor for the acquisition of Dunav Banka a.d. Our engagement involved due diligence analysis, valuation, deal structuring and negotiations with majority shareholders with a goal of acquisition of a majority stake in the Bank.

Following the acquisition, Telekom Srbija plans to implement innovative services in the local market including mobile banking, money transfer and mobile payments.



UROS CAMILOVICDirector, Business Advisory

[email protected]

SLADJANA SRECKOVICManager, Business Advisory

[email protected]

SERBIA

Acquisition of Dunav Banka a.d. by Telekom Srbija a.d.


SPAINThe BDO M&A Advisory team in Spain advised Telepizza on the sale of Luxtor, a subsidiary and exclusive cheese supplier of Telepizza to the Irish Dairy Board (IDB). The deal includes a long-term contract for the supply of cheese to Telepizza, the trade and the assets.

Telepizza is the fifth-largest pizza chain in the world with more than 1.200 outlets in Spain, Portugal, Poland, Chile and Colombia. Luxtor is one of the largest Spanish pizza cheese and cheese blends processors.

The acquisition strengthens IDB’s position as a global provider of cheese to the quick service restaurant and food service sectors and complements similar investments made in US and UK customised cheese solution businesses.

BDO served as exclusive financial advisor to Telepizza and assisted in preparing an information memorandum, initiating the marketing process, assisting with management presentations, structuring and recommending negotiating strategies and tactics through closing of the transaction.


Sale of Luxtor to Irish Dairy Board (IDB)


CESAR PARRA Managing Director, Head of M&A

[email protected]

We were very pleased with the support we received from the BDO M&A Team. BDO’s sector expertise was critical in securing a successful transaction and creating a win-win deal environment with a global dairy player. The M&A team assisted us throughout a complex transaction with diligence and confidence. We were delighted to work alongside them.

Pablo Juantegui | CEO of Telepizza


SUVEMA AG is a Swiss leader of 3D-Systems and customized high end-solutions for precision-treatments of metal in the watchmaking and medical device industry as well as in other sectors.

The BDO M&A team in Switzerland was mandated by the owners as consultants and lead adviser to select potential investors, prepare the Information Memorandum and the Due Diligence Data-Room, design the deal structure and negotiate the transaction with potential buyers. The transaction was finally closed with a group of independent private investors from Germany and Switzerland.


WERNER MATHYSHead M&A / Transactions CH-Midlands

[email protected]

SWITZERLAND

Sale of SUVEMA AG to a Group of independent private investors



SWITZERLANDThe BDO M&A team in Switzerland advised the owner of Fass-Steiger AG on the sale of his company to Oel-Pool AG.

Fass-Steiger is a specialized services provider in the packaging and recycling sector. The services include trading, recycling, disposal and transportation of drums.

Fass-Steiger is well known in the sector and counts prestigious companies in the pharmaceuticals and construction sector among its customers.

With Oel-Pool taking on the business, Fass-Steiger will maintain its leading role in the sector.


Sale of Fass-Steiger AG to Oel-Pool AG


STEPHAN BOLLIGERPartner

[email protected]


The BDO M&A team in the UK acted as lead adviser to the shareholders of the Pharmalink Consulting group of companies (‘Pharmalink’) on the successful sale of the business to Genpact Limited (NYSE: G), a global leader in transforming and running business processes and operations.

Pharmalink’s specialised domain expertise, speed, responsiveness and ability to

scale have made it a leading provider for sustainable outsourcing of regulatory affairs services. Its clients include nearly all of the twenty largest global life sciences companies. Its specialised expertise includes the end-to-end range of regulatory services including strategy, chemistry manufacturing & controls (CMC), regulatory operations and publishing & technology services.


UNITED KINGDOM

Sale of Pharmalink Consulting to Genpact Limited

I was very impressed with BDO – the team’s professionalism and dedication was resolute throughout the process, and I would recommend them to anyone as first class advisers. I would like to thank them for their support and their contribution to a magnificent result.Genpact represents an ideal partner for the business as we look to embark upon our next phase of international growth.

I am sure that Genpact will achieve huge success in driving the business forward by working closely with the excellent management team and capitalising upon our incumbent position as a market leading provider of regulatory services to the life sciences industry.

PETER GRIFFIN | Chairman & Founder, Pharmalink Consultings


JAMIE AUSTINPartner

[email protected]


UNITED KINGDOMThe BDO M&A team in the UK advised dnata, an Emirates Group company, on its acquisition of Stella Travel Group which includes the brands Travel 2, The Global Travel Group, Travelbag, Sunmaster and Triton Rooms. The transaction was approved by the European Competition Authority.

Based in Chester, Stella Travel Services and its brands cover key segments of the UK-travel market with its retail, franchise, wholesale, online and call centre capabilities. Last year, the UAE was the company’s most popular selling destination.


Acquisition of the Stella Travel Group by dnata World Travel

Over the last 12 months dnata have worked very closely with BDO on a number of projects both in the UK and internationally; and have built a strong working relationship with the entire team. I have always found their approach to be flexible and pragmatic, always delivering robust advice in a timely manner. I would have no hesitation in recommending BDO in the future.

ASIF PARKAR | Head of Finance, Dnata


PETER HEMINGTONPartner, Head of M&A

[email protected]


The BDO M&A team in the UK acted as independent Rule 3 adviser to Tamar European Industrial Fund in connection with the recommended offer by LUX 30 Starlight Eur S.A.R.L.

Tamar is an investment company focusing on investment into industrial property assets in western Europe with properties in France, Belgium, Sweden, the Netherlands and Germany.

The offer valued the ordinary shares of Tamar at £53.5m, and was in cash. Lux Starlight is currently wholly-owned indirectly by SOF-IX International Holdings LP, a fund managed by US headquartered real estate focused investment firm, Starwood Capital Group.


UNITED KINGDOM

Rule 3 adviser to Tamar on the recommended offer by Starwood Capital


JOHN STEPHANPartner

[email protected]


UNITED STATESThe BDO M&A team in the US advised on the sale of Acumetric to Soudal.

Accumetric, based in Elizabethtown, Kentucky, is a privately-held company founded by James Hartlage. The company has manufactured, packaged and marketed adhesives, sealants, lubricants and related products to domestic and foreign customers worldwide for more than 40 years.

Soudal was formed in Belgium in 1966 and is a global leader in sealants, foam and adhesives, operating in more than 100 countries. Soudal plans to expand Accumetric’s 200,000-square-foot Elizabethtown facility, establishing it as Soudal’s North American headquarters.

As the exclusive financial advisor to Accumetric, BDO prepared marketing materials, identified and contacted a targeted group of potential buyers and assisted management in structuring and negotiating the transaction.


Sale of Accumetric to Soudal


VALENTINA MIDURAManaging Director

[email protected]


The BDO M&A team in the US advised MWS on the sale to Elektrisola.

As the exclusive financial advisor to MWS, BDO prepared a confidential offering memorandum, identified and contacted a targeted group of potential buyers and assisted management in structuring and negotiating the transaction.

MWS, based in Westlake Village, California, is a leading distributor and manufacturer of copper magnet wire and specialty wire products.

Founded in Canoga Park, CA in 1968, the Company’s products serve critical functions in a wide array of end-market applications for a long and loyal list of customers in the United States and abroad.

MWS’ acquirer, Elektrisola, is a producer of fine and ultrafine enamelled copper wire (winding wire). Elektrisola has operations worldwide, including in the U.S., and the corporate parent is based in Germany.


UNITED STATES

Sale of MWS Wire to Elektrisola


DAN SHEAManaging Director

[email protected]


The BDO M&A team in the US advised Truetech and Innotech on the sale to Luxfer Holdings.

BDO prepared a confidential offering memorandum, identified and contacted a targeted group of potential buyers and assisted management in structuring and negotiating the transaction.

Truetech and Innotech produce magnesium-based heating pads for self-heating meals used by the U.S. military and emergency relief agencies; an extensive line of self-heating meals, beverages and soups used by military and civilian end-users; chemical agent detection and decontamination kits; and seawater desalinization kits

Truetech operates a manufacturing and warehousing facility on a company-owned site in Riverhead, New York, and Innotech operates a leased product manufacturing, assembly and distribution facility in Cincinnati, Ohio.

Luxfer is a global materials technology company specializing in the design and manufacture of high-performance materials, components and gas-containment devices for environmental, healthcare, protection and specialty end-markets.

UNITED STATES

Sale of Truetech and Innotech to Luxfer


BOB SNAPEPresident

[email protected]


BDO International Limited is a UK company limited by guarantee. It is the governing entity of the international BDO network of independent member firms (‘the BDO network’). Service provision within the BDO network is coordinated by Brussels Worldwide Services BVBA, a limited liability company incorporated in Belgium with its statutory seat in Brussels.

Each of BDO International Limited, Brussels Worldwide Services BVBA and the member firms of the BDO network is a separate legal entity and has no liability for another such entity’s acts or omissions. Nothing in the arrangements or rules of the BDO network shall constitute or imply an agency relationship or a partnership between BDO International Limited, Brussels Worldwide Services BVBA and/or the member firms of the BDO network.

BDO is the brand name for the BDO network and for each of the BDO member firms.

© Brussels Worldwide Services BVBA, March 2015

www.bdointernational.com

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BDO International Snapshots M and A - 2015

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