Year End Review 2010February 2011
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We hope you had a good start to 2011.
This Year End Review provides a summary of our M&A activities in 2010. Despite the recovery of the overall economic situation, strong exports and the boom in the BRIC countries, the European M&A market was still characterized by insecurity and low volumes. In this environment, we are glad to have accomplished a number of divestitures that went beyond expectations and to have been successful in the conclusion of a number of transactions.
Having completed more than 24 transactions in 2010, last year was one of our most successful years. For 2011, we are forecasting a significant increase in demand for companies - by trade buyers as well as financial investors. These are ideal conditions for the sale of a business. The boom in emerging markets is also trickling over to the M&A sector; in 2010, we advised selling the Hong Kong-based PR agency Porda to the French media group Havas. We foresee strong acquisition interest from the BRIC countries in 2011 and expect significant closings in ongoing processes with companies from these countries. Our long-standing Managing Director in London, Hak Yeung, who comes from Hong Kong, will focus on cross-border business with China and the Far East.
Transactions have been successfully supported in all international offices. The most successful sectors were the media, IT, energy & utilities, automotive and business services. We expect increased M&A activity in all sectors.
We strengthened our professional team in 2010. To manage the distressed M&A sector, we hired Thomas Sittel, an expert in transactions under administration and in companies suffering from financial crises. From 2011 onwards, the retail and consumer industry group will be led by Arnold Holle, who has more than 16 years of industry and investment banking experience.
Finally, we would like to thank you - our customers and business associates - for your loyal cooperation and support. We look forward to working with you in 2011.
Sincerely yours,
Dr. Stephan Goetz Dr. Gernot WunderleManaging Partner Managing Partnergoetzpartners goetzpartners CORPORATE FINANCE GmbH CORPORATE FINANCE GmbH
Dear Reader,
Highlights in 2010goetzpartners closed 24 transactions in more than seven countries with a team of about 70 corporate finance professionals in nine offices
own officesassociated offices
GERMANY Sale of majority in BEHR Group to Mahle Group Sale of Strack-Phönix-POB Group to AXA Private Equity Sale of RAG BILDUNG to TÜV NORD Acquisition of 80% in Energiepark Trelder Berg by Enovos
FRANCE Sale of Benchmark Group to CommentCaMarche Sale of liligo.com to Voayges-sncf.com, a subsidiary of SNCF Group Sale of Coyote Systems to 21 Centrale Partners and private investors
SPAIN Sale of Sanutri to Lactalis
CENTRAL AND Formation of 50/50 joint venture with Ringier and Axel Springer, EASTERN EUROPE bundling their CEE activities
HONG KONG Sale of majority stake in PORDA International (Finance) PR Group to Havas
OUR BUSINESS
OUR SERVICES
Our natural sweet spot is a transaction size between EUR 20 million and EUR 350 million. Nevertheless, we have led several multi-billion Euro transactions in recent years. By combining a local approach with a deep understanding of global market forces, we strive to create sustainable value for our clients.
Deals per volume over the last 5 years (2006 – 2010) in %
Deals per sector over the last 5 years (2006 – 2010) in %
TelecommunicationInformation TechnologyMediaEntertainmentEnergy/UtilitiesAutomotiveIndustrialsConsumer Goods/RetailOthers
up to EUR 50 millionEUR 50 m - 250 millionEUR 250 million +
Over the last five years, we have closed transactions with a total volume of more than EUR 11 billion. Our international partnerships continue to generate deal flow and provide local knowledge, expertise and close contact to relevant decision makers.
Advising shareholders and investors, both corporate and private, on how to maximize shareholder value, including:
- Identifying acquisition opportunities - Divesting of non-core and non-strategic assets - Identifying strategic and financial partners - Preparing the business for the sales process
Advising management teams on buying businesses (MBO/MBI/BIMBO)
Advising private equity companies on investment opportunities or exit strategies
60
25
15
54
66
14
2214
9
7
7
11
Client Ringier AG is the largest Swiss
media and publishing company Since 1833, Ringier has been provi-
ding information & entertainment through media channels
Ringier publishes more than 120 titles in 10 countries, operates 11 printing works, produces content for 20 TV channels and maintains 80 websites and mobile platforms
In 2009, Ringier had sales of approximately EUR 1.0 billion and over 8,000 employees
Divested businesses Ringier contributed its Eastern
European assets in the Czech Repu-blic, Hungary, Serbia and Slovakia
Axel Springer contributed its Eastern European assets in Poland, the Czech Republic and Hungary
With pro-forma sales of approxi-mately EUR 414 million in 2009 and 4,800 employees, the newly formed joint venture will be one of the leading media enterprises in Eastern Europe offering 100 print and 70 online publications
Transaction Ringier and Axel Springer announced
the foundation of a new joint com-pany, combining their operations in five Eastern European countries (the Czech Republic, Hungary, Poland, Serbia and Slovakia)
Each party will hold 50% in the joint venture, which will take the legal form of a Swiss corporation, head-quartered in Zurich
Axel Springer will make a cash contribution of EUR 50 million to the joint venture as well as a com-pensation payment to Ringier of EUR 125 million
The wide-ranging portfolio of the new joint venture will make it the region’s undisputed market leader in the segment of widely circulated tabloid dailies and one of the biggest magazine publishers
The two companies will substantially extend their strong position in these growth markets, with more than 100 print titles and more than 70 online offerings
The shareholders intend to take the joint venture public in 3 to 5 years
CASE STUDY – Joint Venture of Ringier and Axel Springer goetzpartners acted as the lead financial advisor to Ringier in the set-up of a new joint venture with Axel Springer, forming one of the leading media houses in Eastern Europe
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TIME PracticeTransactions in the telecommunications, IT, media and entertainment sectors 2010
“Together we are so well positioned in theindividual markets that we will jointly take this new company public. It will be instru-mental in shaping the future of the emerging media markets in Eastern Europe.”Christian Unger, CEO, Ringier
* goetzpartners’ client
goetzpartners’ solutions Exclusive financial advisor to Ringier Identification of the most relevant
strategic partner for the target and proposal of the deal to the client
Analysis and assessment of the media markets in the Czech Re-public, Hungary, Poland, Serbia and Slovakia as well as ongoing market dynamics and trends
Assessment of the existing business plans and subsequent valuation of the joint venture assets
Preparation of relevant materials, presentations and decision papers for the local and global manage-ment teams/supervisory board
Coordination of the transaction and due diligence processes, including a virtual data room, management presentations and Q&A sessions
Coordination of project teams and other involved advisors (e.g. lawyers and accountants) until closing
Support in developing a transaction structure and in negotiations with the joint venture partners
PORDA International (Finance) PR Group*
entered into a
Hong Kong pending
(value not disclosed)
Strategic Alliance
with Havas
itelligence*
France March 2010
(value not disclosed)
acquired
51% in ADELANTE
Managers*, Orkos Capital* and Alven Capital
France September 2010
(value not disclosed)
sold
Liligo.com to Voyages-sncf.com,
a subsidiary of SNCF Group
Managers* and Pléiade Investissement*
France October 2010
(value not disclosed)
sold
Benchmark Group to CommentCaMarche
Ringier* formed a 50/50
CEE pending
(value not disclosed)
Joint Venture
bundling CEE activities with Axel Springer
GFI Informatique*
Germany March 2010
EUR 5,200,000
sold
its German subsidiary GFI Informatik to Vision IT
Daily Mail & General Trust*
Slovakia February 2010
(value not disclosed)
sold
Perex and Avizo to Florena
Coyote System* entered into a
France January 2010
(value not disclosed)
Strategic Alliance
with 21 Centrale Partners and private investors
Ringier* formed a 50/50
CEE pending
(value not disclosed)
Joint Venture
bundling CEE activities with Axel Springer
CASE STUDY – Energiepark Trelder Berg goetzpartners advised Enovos International on the acquisition of an 80% stake in Energiepark Trelder Berg
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Energy & Utilities PracticeTransactions in the energy and utilities sector 2010
* goetzpartners’ client
Client Enovos International is the leading
energy supplier in Luxemburg and the surrounding region
The newly established company, created by the merger of Cegedel S.A., Soteg S.A. and Saar Ferngas AG, offers electricity and gas products as well as implements its renewable energy strategy
In 2009, Enovos International generated revenues of more than EUR 1.6 billion
Target Energiepark Trelder Berg (ETB),
based in Buchholz, runs one of the largest biogas power plant parks in Germany
The total installed capacity of 5.1 MWel and 5 MWth is sufficient to provide over 20,000 households with electricity
goetzpartners’ solutions Identification and presentation of
the investment opportunity to client Advice on the valuation of the
target and the bidding strategy Assessed the business plan of the
target including its underlying assumptions and drivers
Coordination and support in the due diligence process
Set-up and implementation of a negotiation strategy and assistance in all steps of SPA negotiations
Transaction Pure Nature Energy GmbH sold 80%
of the shares in Energiepark Trelder Berg GmbH to Enovos International
Energiepark Trelder Berg runs one of the largest biogas power plant parks in Germany with a total installed capacity of 5.1 MWel and 5 MWth, sufficient to provide over 20,000 households with electricity
The energy park was constructed based on proprietary designs and comprises three identical, highly efficient biogas plants with a capacity of 1.7 megawatt each
The seller remains a minority shareholder and continues to run the plants
“[…] the previously announced strategy of Enovos to invest a three-digit million amount in the development, construction and operation of sustainable power plants using renewable energies is underpinned by projects like this biogas plant […].”Jean Lucius, CEO, Enovos
Enovos Luxembourg*
Germany pending
(value not disclosed)
acquired
100% in BKW Energie
BayWa*
Germany July 2010
(value not disclosed)
acquired
94.5% of Schradenbiogas
Avelar Energy* formed a
Italy October 2010
EUR 61,000,000
Joint Venture
in the international photovoltaic market with
Enovos Luxembourg
Energie Baden-Württemberg*
Czech Republic September 2010
(value not disclosed)
increased its stake
in Pražská energetika via an asset swap from
28.5% to 69.6%
Enovos Luxembourg*
France June 2010
(value not disclosed)
acquired
100% in La Benâte Energies
Enovos International*
Germany January 2010
(value not disclosed)
acquired
80% in Energiepark Trelder Berg
Enovos International*
Germany January 2010
(value not disclosed)
acquired
80% in Energiepark Trelder Berg
Automotive PracticeTransactions in the automotive sector 2010
CASE STUDY – BEHRgoetzpartners advised BEHR Group on the disposal of a majority stake to MAHLE
10 11* goetzpartners’ client
TWB Presswerk Group* wasAlcoa*
GermanyGermany March 2010April 2010
(value not disclosed)(value not disclosed)
soldsold
to prevent (two plants) and to Cerberus (one plant)
its automotive structures and components business to
BDW Technologies
Majority in BEHR Group* was
Germany October 2010
(value not disclosed)
sold
to MAHLE Group via a staged structure
Majority in BEHR Group* was
Germany October 2010
(value not disclosed)
sold
to MAHLE Group via a staged structure
Client BEHR Group with headquarters in
Stuttgart, Germany, is a systems partner for the international auto-mobile industry
As specialist for air conditioning and engine cooling systems, the group is one of the world’s leading manufacturers and suppliers of original equipment for passenger and commercial vehicles
In 2009, BEHR Group generated sales of around EUR 2.5 billion with approximately 16,000 staff at 17 development locations, 28 pro-duction sites, and 12 joint ventures worldwide
“The cooperation with MAHLE in complementary product divisions provides additional growth potential for BEHR for engine-mounted components, such as exhaust gas and integrated charge air coolers. […] In doing so, we contribute signifi-cantly to reducing emissions and consumption in passenger cars and commercial vehicles.”Dr. Markus Flik, CEO, BEHR
Transaction The two Stuttgart-based automotive
suppliers MAHLE and BEHR have agreed on a transaction structure in which MAHLE will take over shares in BEHR in several stages. With this transaction MAHLE and BEHR combine their strengths and secure their position in the group of global leading automotive suppliers
The two first stages of the collabo-ration will involve a capital increase funded by MAHLE. In the first stage (2010), MAHLE will take on 19.9% of shares; in the second stage, at the beginning of 2011, the participation will be increased to 36.85%
MAHLE holds the right to purchase additional shares in BEHR by exer-cising a call option starting in 2013, thereby taking over the majority of BEHR. In addition, the current shareholders of BEHR are entitled to sell their shares to MAHLE in several steps over a period of 10 years
goetzpartners’ solutions Leading financial advisor to
BEHR Group Preparation of all transaction
documents along the process Set-up and implementation of
sale process strategy, approach of selected strategic and financial investors
Coordination of the transaction and due diligence processes for selected bidders, including a virtual data room, management presenta-tions and Q&A sessions
Support to the management team throughout the process
Sour
ce: B
EHR
CASE STUDY – Strack-Phönix-POBgoetzpartners advised the shareholders on the sale of Strack-Phönix-POB Group to AXA Private Equity
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Industrials PracticeTransactions in the industrials sector 2010
Client Strack-Phönix-POB Group –
consisting of the operating companies Strack GmbH, Phönix Armaturen-Werke Bregel GmbH and Präzisionsarmaturen Ostfalen-park Barleben GmbH – is one of the leading manufacturers of high qua-lity specialty valves for industrial applications worldwide
The group offers customized solu-tions for applications in the chemi-cal and petrochemical industries as well as in power generation
Particularly in nuclear power plant technology, the group has built up scarce competencies over the past years and is today a supplier to Areva’s hallmark project Olkiluoto 3 (OL3) in Finland
In 2009, Strack-Phönix-POB Group generated sales of approximately EUR 40 million with a workforce of approximately 250 employees
Transaction The shareholders of Strack-Phönix-
POB Group mandated goetzpart-ners to identify a strong partner who actively supports the further expansion of the group’s activities
The shareholders ultimately enteredinto an agreement with AXA Private Equity to sell a 100% stake in Strack-Phönix-POB Group at highly favou-rable terms in a difficult market environment
Along with the transaction the managing partners made signifi-cant reinvestments and now hold a minority shareholding in the newly formed group
The combination of Strack-Phönix-POB Group’s excellent technology base and strong footprint within its clients’ industries with the widespread network and financial capabilities of AXA Private Equity is expected to form the basis for significant growth potential in the medium term
“AXA Private Equity is our partner of choice with whom we will continue to pursue our growth objectives in the coming years.”Lothar Fichtner, Managing Partner, Strack-Phönix-POB
goetzpartners’ solutions Exclusive financial advisor to the
shareholders of Strack-Phönix-POB Group
Preparation of all transaction documents along the process
Set-up and implementation of sale process strategy, approach of selec-ted strategic and financial investors
Preparation of management presentations and support of the management team throughout the process
Organization and coordination of the due diligence process for selected bidders including preparation and management of data room and Q&A sessions
Coordination of various sell-side advisors
Assistance in preparation of the documentation for the sale and purchase agreement
Assistance in negotiations until signing
* goetzpartners’ client
BEHR Group*SüdKB*, a subsidiary
of Landesbank Baden-Württemberg (LBBW)
GermanyGermany June 2010July 2010
(value not disclosed)(value not disclosed)
soldsold
60% in BEHR Industry to MAHLE Group
its 100% shareholding in Perga-Plastic to Serafin
Privat Holding
Strack-Phönix-POB Group* was
Germany July 2010
(value not disclosed)
sold
to AXA Private Equity
Strack-Phönix-POB Group* was
Germany July 2010
(value not disclosed)
sold
to AXA Private Equity
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Other SectorsTransactions in the consumer goods/retail, education, health care and industrials service sectors 2010
CASE STUDY – RAG Bildung
goetzpartners acted as exclusive M&A advisor to RAG Aktiengesellschaft in the sale of RAG BILDUNG Group to TÜV Nord AG
Client RAG BILDUNG Group is a com-
prehensive provider of vocational education for youths and adults
The Group operates in 4 business segments: preparatory training, vo-cational training, advanced training and personnel services; in addition, RAG BILDUNG Berufskolleg as a non-profit entity operates 4 private, fully accredited schools
Headquartered in North Rhine-Westphalia and with further locations in Saarland as well as in Eastern Germany, the Group is one of the leading providers of voca-tional education and training in Germany, employing approximately 1,500 employees in over 50 educa-tional centers
In fiscal year 2009, the RAG BILDUNG Group generated a turnover of approximately EUR 120 million
“In the new corporate environment RAG BILDUNG can develop even more successfully.”Bernd Tönjes, CEO, RAG
* goetzpartners’ client
Transaction RAG Aktiengesellschaft has
decided to dispose of its sharehol-ding in the RAG BILDUNG Group in order to concentrate on its core activities in the area of coal mining
goetzpartners subsequently approached potential strategic and financial investors all over Europe in order to investigate the potential acquisition appetite
One major challenge over the course of the transaction has been the interdependence of the for-profit division of education and training and the non-profit schools, which have to be maintained for a certain period of time to ensure proper mining-related education for RAG Aktiengesellschaft
With the acquisition, TÜV NORD is strengthening its market presence in North Rhine-Westphalia, Saar-land, Brandenburg and Saxony. The acquisition is expected to contribute to the growth and expansion of the TÜV NORD in the education and training sector
goetzpartners’ solutions Exclusive financial advisor to
RAG Aktiengesellschaft Preparation of all transaction
documents along the process Set-up and implementation of
sale process strategy and valuation of the target
Identification and approach ofselected international strategic and financial investors
Preparation of the management presentations and support to the management team throughout the process
Organization and coordination of the due diligence process for selected bidders including prepa-ration and management of data room, Q&A and expert sessions
Preparation, organization and execution of site visits for selected bidders
Assistance in structuring the sale and purchase agreement and preparation of the respective documentation
Leading of negotiations (jointly with legal counsel) of the purchase agreement until signing
Nutrition & Santé* Chequers Capital* RSM Group* was
Spain Germany Germanypending October 2010 January 2010
(value not disclosed) (value not disclosed) (value not disclosed)
sold acquired sold
its Spanish infant and baby food division
to LactalisSilver Care Holding to EuroMaint Rail
RAG*
Germany June 2010
(value not disclosed)
sold
RAG BILDUNG Group to TÜV NORD
RAG*
Germany June 2010
(value not disclosed)
sold
RAG BILDUNG Group to TÜV NORD
goetzpartners CORPORATE FInAnCE Teamgoetzpartners has 22 senior professionals across Europe and about 70 corporate finance professionals in total
“Our people are the key to our success. They all share the same sense of dedication and delivery for the benefit of the client.”Dr. Stephan Goetz, Managing Partner and Founder, Munich
“Our employees are an integral part of our strategy and distinguish themselves through a high level of commitment and a genuine passion for their work, combined with a strong analytical background.”Dr. Gernot Wunderle, Managing Partner, Munich
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Hugues ArchambaultDirector, Paris
Alun SimpsonDirector, London
Peter BoesensellManaging Director, Munich
Michael A. GoehrDirector, Munich
Aurélien Lasjunies Director, Paris
Franck PortaisManaging Director, Paris
Benoit Perrin d’ArlozDirector, Paris
Dr. Thomas SittelDirector, Munich
Herbert WerleManaging Director, Zurich
José Cabrera-KabanaManaging Director, Madrid
Marc BoscheinenDirector, Munich
Martin KösterDirector, London
Ivo PoltenDirector, Munich
Eric Ward Director, London
Hak YeungManaging Director, London
Rupert CookHead of Technology, London
Vladimir MatiasManaging Director, Moscow
Dr. Henrietta Schmidt-WilkeManaging Director, Munich
OUR SENIOR PROFESSIONALS
Vaclav MatatkoManaging Director, Prague
Dr. Jan-Hendrik RöverManaging Director, Moscow
About goetzpartnersPassion, excellence, delivery – a partnership for success
With close to 200 professionals and offices in Munich, Dusseldorf, Frankfurt, London,Paris, Madrid, Moscow, Prague and Zurich as well as cooperations in Budapest, Los Angeles, New York, San Francisco, Bangalore and Mumbai, goetzpartners ranks as one of the leading independent consultancy firms in Europe. By offering profound expertise in the fields of corporate finance (goetzpartners CORPORATE FINANCE) and management consulting (goetzpartners MANAGEMENT CONSULTANTS) under one roof, goetzpartners combines deep functional expertise with a unique market approach.
goetzpartners CORPORATE FINANCE is focused on M&A, corporate finance, fairnessopinions/valuations and corporate partnering advisory. goetzpartners MANAGEMENTCONSULTANTS is specialized in the fields of strategy, organization, operational excellence, sales and marketing, restructuring and strategic due diligence.
goetzpartners stands for an innovative consulting approach and tailor-made solutionsthat are successfully implemented together with its clients.
Deal Size < EUR 1,0 billiongoetzpartner’s sectors: consumer (retail), energy, industrial products, services and industrial (electronics) Source: mergermarket, 01/01/2006 – 10/01/2011
M&A LEAGUE TABLESIn 2010, goetzpartners ranked among the top M&A advisors in its sectors of activity
European TMT transactions 2006 - 2010 per volume
Rank Company # 1 KPMG 712 Rothschild 703 Deloitte 644 Lazard 535 Ernst & Young 516 PwC 487 Deutsche Bank 428 UBS 419 JPMorgan 3310 Morgan Stanley 3211 Credit Suisse 3012 goetzpartners 3013 Goldman Sachs 2914 Grant Thornton 2915 BNP Paribas 2616 Jefferies 2617 Citigroup 2418 ING 2419 Investec 2320 ABN Amro 2021 BDO 2022 Merrill Lynch 1923 LongAcre Partners 1824 M&A International 1825 DC Advisory Partners 17
goetzpartners’ sectors Germany 2010 per volume
Rank Company # 1 goetzpartners 92 Lincoln 93 KPMG 84 PwC 75 Metzler 76 Rothschild 67 Doertenbach 48 Ernst & Young 39 Deutsche Bank 310 Deloitte 311 Klein & Coll 312 Credit Suisse 213 UBS 214 Leonardo 215 Morgan Stanley 216 UniCredit 217 Corporate Finance Partners 218 WestLB 219 MCF Corporate Finance 220 Global M&A 221 Lazard 222 Livingstone Partners 223 Mummert & Company 224 Network Corporate Finance 225 Citigroup 1
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goetzpartners Offices and Contacts
Dr. Gernot WunderlePrinzregentenstr. 5680538 Munich, GermanyT: +49 - 89 - 29 07 25 - 0
Königsallee 60 B40212 Dusseldorf, GermanyT: +49 - 211 - 600 42 - 570
Bockenheimer Landstr. 2460323 Frankfurt, GermanyT: +49 - 69 - 2 47 50 48 - 0
Hak Yeung32 Brook StreetLondon W1K 5DL, UKT: +44 - 20 - 7647 7700
José Cabrera-KabanaGta. Rubén Darío 3, 3°28010 Madrid, SpainT: +34 - 91 - 745 13 13
Vladimir MatiasPrechistensky per. 14/1119034 Moscow, RussiaT: +7 - 495 - 981 07 91
Franck Portais19, Avenue George V75008 Paris, FranceT: +33 - 1 - 70 72 55 00
Václav MatatkoMelantrichova 17110 00 Prague 1, Czech RepublicT: + 420 - 221 632 451
Herbert WerleSchwerzistrasse 68807 Freienbach/Zurich, SwitzerlandT: +41 - 055 - 4154 199
www.goetzpartners.com