“rights will not be far to seek. · res non verba duteil avocats res non verba duteil avocats e...

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The true source of rights is duty.

If we all discharge our duties,

rights will not be far to seek.“ ”Mahatma Gandhi

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M&A / International Transaction

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was advised by

for its acquisition of UK company

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for its establishment in 6 South American countries

is advised by

M&A / International Transaction

LES ECHOS – 06/08/2013

Equistone join forces with Charles & Alice.Fond of the Charles & Alice fruit-based desserts, Equistone, the mid-market private equity specialist are going to acquire a stake in this Vaucluse and Drôme based manufacturer through a management buy-out (MBO) backed by CEO Thierry Goubault and CM-CIC Capital Finance, the company’s principal shareholder since the initial MBO in 2007.

CAPITAL FINANCE – 02/09/2013

Equistone Partners Europe gets a bigger piece of the Charles Faraud pie.CM-CIC Capital Finance, partner of Charles Faraud, the manufacturer of Charles & Alice fruit preserves, since 2007 under a leveraged buy-out, has partly withdrawn from the LBO in favour of Equistone Partners Europe, as majority shareholder, and the management, whose stake has increased from 15 to 26%. The company has a senior debt of around €17 million (compared to €5.5 million in 2007), a mezzanine debt of €13 million and a €15 million capital expenditure (CAPEX) line of credit.

MBO

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was advised by

in connection with the secondary MBO of

with injection of capital from

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24/09/2013

Frédéric Moreno acquires Jack Holt.A major new franchise group is in the process of being created, based in Lyon, France. After a period as part of the Dessange Group, the Frédéric Moreno brand regained its independence one year ago and is making it on its once more. The brand’s new group, named Novaly, has enjoyed significant growth thanks to the recent acquisition of the Jack Holt and Top Model hair salon chains.

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was advised by

for its acquisition of

M&A

LES ECHOS – 19/07/2013

CM-CIC invited to acquire an interest in the House of Lanson. Lanson-BCC has sold all of its treasury shares, an amount equivalent to nearly 4.72% of its capital, to CM-CIC Capital Finance. The investment fund acquired 305,000 shares in the company for a total of €11.1 million (€36.36 per share). This will allow the champagne producer to consolidate its development in the USA, China and Japan.

CAPITAL FINANCE – 02/09/2013

Lanson-BCC welcomes the arrival of an investment fund.CM-CIC Capital Finance are supporting Lanson-BCC, a champagne producer trading on the Eurolist B. The investment fund has spent €11.1 million to obtain a 4.72% stake in the company. The amount equates to €36.36 per share, whereas the share price stood at €30.55 on 19 July.

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was advised by

for its acquisition of a stake in the listed group

Stock Market Transactions

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DECIDEURS STRATEGIE FINANCE DROIT – 13/09/2013

Biomnis changes hands.For the symbolic sum of one euro, Bio Alfras recently acquired a 95% stake in Biomnis, a medical test laboratory and France’s leading medical biology company, which has been experiencing severe financial difficulties since its leveraged buy-out (LBO) in 2008. The remainder of the share capital is held by Duke Street, the British investment fund that previously held a 75% stake. Oger Investissements, former Biomnis CEO’s holding company, renounced its stake in the company. […] Bio Alfras is backed by Partners Group and, in particular, AXA Private Equity, the group’s creditor for the sum of nearly €150 million and de facto director. The transfer will be followed by the restructuring of Biomnis’s overwhelming debt, part of which is deferred, and the issue of a further €20 million in bonds. Biomnis encountered financial problems due to unfavourable regulatory conditions and the technological advances made by its competitors.

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was advised by

in connection with the debt restructuring of

Restructuring / LBO

OGER INVESTISSEMENTS

ADETEL PRESS RELEASE – 12/12/2013

Adetel Group strengthens its equity base to accelerate growth. 12 December 2013, Lyon (France) and Saint-Hubert (Canada) – The Adetel Group, a specialist in onboard electronics, with 600 employees and revenues of €50 million, has just increased its equity capital by €4 million.

BREF RHONE-ALPES BULLETIN – 16/12/2013

Adetel Group raises €4 million.Adetel Group, the onboard electronics engineering specialist, has raised a combined total of €4 million from CM-CIC Capital Finance (France) and Quebec-based investment fund Fonds de Solidarité FTQ (Canada). The decision was part of the Group’s strategy to achieve revenues of €100 million within 5 years, thereby doubling the current figure.

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were advised by

for their investment in the

Growth financing

and

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SMARTINST PRESS RELEASE – 01/10/2013

SmartINST successfully completes its first call for fundsSmartINST, creator and manufacturer of innovative core inline measurement instruments, announced an initial call to investors to raise funds of €550,000. Crédit Agricole Création, as well as private investors, participated in this round of funding, adding to funds previously received from BPI Innovation. At the conclusion of the fundraising process, the founders retained their majority stake in the company.

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for its first call for funding

was advised by

Venture Capital / Start-Up

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was advised by

was advised by

for its investment in

for its acquisition of a stake in

Venture Capital

Growth financing

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P R A C T I C E A R E A S

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Mergers and AcquisitionsDuteil Avocats generates over a third of its turnover via M&A transactions. It assists vendors and buyers throughout the entire process, including during the structuring phase once the buyers or vendors have been identified.

The firm’s involvement begins when formal negotiations start and continues until the post-closing phase. Our engagements include all transactions types, including most importantly:

• Pure M&A

• Change of control

• Family sale

• Industrial reorganisation

• Transfer of assets or activities

Stock Market transactionsDuteil Avocats provides legal services to numerous companies listed on regulated markets and assists these companies and their financial intermediaries with their transactions such as:

• Initial Public Offerings (IPO)

• Delisting (P to P)

• Issuance of financial instruments

In general, these transactions are governed by complex contractual arrangements.

The firm advises the shareholders of these companies for the design and drafting of shareholders agreements governing listed stocks.

It also assists shareholders in handling disputes with minority shareholders or conflicts between groups of shareholders.

The firm is often consulted on stock market regulation issues (shareholding thresholds, acting in concert, exemption requests etc.).

It is a member partner of and (Association d’Avocats en Droit Boursier – Securities lawyers association)

International transactionsDuteil Avocats, backed by a fully bilingual staff, assists its clients with international acquisitions or with the sale of French companies to foreign buyers. It is a part of a network of highly skilled colleagues which it manages and coordinates for the completion of transboarder transactions.

As a result, the firm has successfully completed several deals worth over €300 million, related to with listed and unlisted companies.

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Capital InvestmentDuteil Avocats advises a range of investment banks, investment funds and equity funds (Business Angels) in relation to their equity transactions regardless of:

• the contemplated set-up: - LBO, MBO / MBI - Structuring PIPE deals - Managers’ incentives (IRR reassignment, stock-options, BSPCE-founder’s shares

warrants)• or the investment vehicles chosen:

- Preferad shares - Simple or complex securities (OBSAR, OCEANE, ...)

The firm assists in the negotiations and drafts the contractual arrangements dealing with venture capital, LBO and investment capital transactions:• MOU• Shareholders’ agreements• Good / bad leaver agreements• Other agreements

The firm advises innovative companies in regards to structuring and conducting financing operations.The firm provides comprehensive support and follow-up to these companies as early as the conception stage.

Legal assistance - Company Law - Corporate Due DiligenceDuteil Avocats carries out specific due diligence reviews in corporate areas and coordinates the work of teams of colleagues of to other law firms specialed in other practices with which it regularly collaborates.

Duteil Avocats provides pro-active legal services for listed and unlisted companies, through management of their corporate books.

The firm also handles restructuring and conventional company law issues:• Incorporation of companies• Capital increases and reductions• Mergers• Demergers

Financing - Loans• Financing acquisitions

Duteil Avocats is involved from structuring an LBO up to establishing the necessary supporting security and guarantee packages. Lawyers also benefit from the expertise of the Duteil Avocats Private Equity team in structuring senior, mezzanine or subordinate finance.

Duteil Avocats works both for arranging credit institutions for transactions of this nature, and for borrowing companies or funds involved in such acquisitions.

• Bank Loans

Duteil Avocats benefits from extensive experience in the establishment, structuring and negotiation of all types of loans, both for credit institutions and for companies. The firm’s know-how and experience encompasses syndicated loans, bilateral loans and shareholdings.

Duteil Avocats also advises its clients in the establishment and negotiation of supporting guarantee and security packages appropriate to each type of transaction.

Duteil Avocats provides its services both for purely French transactions and for the French aspects of cross-border transactions.

Companies or LBOs at risk: combination of two complementary fields of expertiseDuteil Avocats, in partnership with the law firm Ribeyre, David & Associés(1):• Implements upstream restructuring procedures in order to release the pressure

from the creditors and to reduce the company’s historical debts through conciliatory solutions; examines each situation to assess the opportunity to initiate legal proceedings and choosing the most appropriate (negotiation, ad hoc assignments, safeguard procedure, insolvency proceedings)

• Defines restructuring of contractual and capitalistic schemes: overcome the economic crisis period by taking into account the LBO or OBO’s specific issues

• Initiates and assists its clients in the negotiations with the shareholders and/or the company’s creditors

(1) Ribeyre, David & Associés has proven expertise in business law with a dedicated experience in the following areas:

- Insolvency law and, economic and financial restructuring law

- Commercial litigation and arbitration

- white-collar crime

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E X P E R T I S EK N O W - H O W

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E x P E R T I S EK N O W - H O W

ExpertiseDuteil Avocats has developed extensive experience through advising clients in a range of complex legal matters. Our know-how also stems from our long-term strategy of developing highly specialised expertise by focusing on the core areas of Private Equity, M&A and Stock Market Transactions.

This specialisation enables Duteil Avocats to handle complex transactions that touch on each of these three fields, such as the acquisition (M&A) by a foreign buyer (International Transactions) of a listed company (Stock Market Transactions) via an LBO (Private Equity).

The firm’s expertise is strengthened by its internal collective case management process, by pooling individual knowledge and experience relevant to each transaction undertaken, and by regular monthly training sessions and legal updates.

Based in Lyon and Paris, since 1996 Duteil Avocats has been providing services to institutional investors, listed companies, family-run groups, technology start-ups and a number of health sector companies. The firm’s clients benefit from high added-value services founded on three core values: discretion, responsiveness and availability.

AwardsOver the past few years, Duteil Avocats has received several awards from the Legal Departments of CAC 40 companies under the auspices of the Décideurs Stratégie Finance Droit review.

Duteil Avocats also ranks highly in the Décideurs Stratégie Finance Droit classification of the best law firms in France, which highlights the excellence of the firm in the following fields:

- M&A (“Small cap deals - up to €75 million” category),

- Private Equity (“Lower Mid and Small-Cap – LBO fund legal advisor” category).

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A teamThe Duteil Avocats team is primarily composed of professionals with at least ten years’ experience, supported by a well-managed back office.

Lawyers

Partners

David Merlet Benoît Lespinasse François Pujol Philippe Fiéloux

François Duteil Cristian Rawlins Edouard Eliard Guillaume Jarry

Legal experts

Back Office

Dominique Briot Valérie Péressini

Nathalie Sothier Cindy Marquat Elodie Cohen

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P U B L I CR E F E R E N C E S

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P U B L I CR E F E R E N C E S

toujours une donnée d avance

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s p o n s o r

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S P O N S O R

The Duteil law firm, sponsor of Maison de la Danse:In 2013, the firm concluded a three-year partnership with la Maison de la Danse.

This partnership testifies to the firm’s support for this universal art form and for a unique Maison de la Danse in Europe.

8 avenue Jean Mermoz – 69008 Lyonwww.maisondeladanse.com

Philippe Decouflé - Season 2013/2014

L. A. Dance Project - Benjamin Millepied Season 2013/2014

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DUTEIL AVOCATS

7 place A. Poncet - F-69002 Lyon

Tél. +33 (0)4 78 37 24 24

5/7 avenue du Coq - F-75009 Paris

Tél. +33 (0)1 42 68 87 60

[email protected]

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“rights will not be far to seek. · res non verba duteil avocats res non verba duteil avocats e...

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