CLAIRFIELD REVIEWH1 2015

CLAIRFIELD NORDIC JOINS FORCES

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In their first year of collaboration, Clairfield’s Nordic offices rank top in the region

Clairfield International in Sweden, Den-mark, Norway, and Finland, together re-ferred to as Clairfield Nordic, have united to offer the best access to the Nordic region available in the middle market. The firms share the same client-intense approach, focusing on senior attention, long-term re-lationships, and situations where they can add value. These firms are already leaders in the financial advisory sector in their re-spective countries. Together they provide unrivalled reach in the Nordic region.

In the 2014 rankings by Thomson Reuters, Clairfield Nordic was ranked third for deals up to USD 50 million and fourth for deals up to USD 500 million.

Crossborder M&A deals in and out of the Nordic region from 2013-Q1 2015.

NEW PARTNER FIRM IN RUSSIA

Althaus Group, an award-winning advisory firm based in Moscow, has joined Clairfield as its exclusive partner for Russia.

Althaus, founded in 2008, provides a full scope of financial services for banks, in-vestment funds, and major industrial com-panies. Services include M&A transaction support, fundraising, business strategy development, financial consulting, and accounting, tax, and legal services. The Al-thaus team consists of more than 80 pro-fessionals with international qualifications and advisory experience.

Althaus Group has advised clients in indus-tries such as IT, retail, banking, pharma-ceuticals, engineering, mining, oil and gas, and utilities, including industry leaders

such as Gas, Medsi, Systematics, Rostele-com, Basic Element (Bazel), and the largest financial institutions. Recent transactions include due diligence studies for a broad-band provider, and a tourism company; valuations for an insurance brokerage, a cosmetics manufacturer, and a waste management company; and advising the sales of an IT company, a logistics opera-tor, and an airline.

Despite the political situation and conse-quent declining M&A levels, Russia con-tinues to be a key market for the energy, industrial, and technology sectors. Indus-trials and chemicals accounted for 10% of all Russian M&A announced in 2013 and this sector continues to be attractive for

Asian investors, particularly from Japan and South Korea. China is also emerging as an important partner.“Recent events have made clear the im-portance of the global community to the Russian economy, and well-run midcap companies will be key to lift Russia out of recession,” says Andrey Tsaruk, managing partner of Althaus. “It is crucial to Althaus to remain outward-looking and to do so by partnering with the top midmarket firm Clairfield International. Advisory that is truly global in nature will be critical in coming times.”“Clairfield enters this difficult market with the aim of providing much needed local support to global clients. Doing business in Russia is extremely complicated and it is of utmost importance to have an advi-sor that knows how business is done,” says Brian O’Hare, chairman of Clairfield International. “In uncertain times, sage counsel from experienced advisors in the local market is of vital importance. We are extremely pleased to have partnered with a firm that is as well-connected, interna-tional in outlook, and understanding of the bigger picture as Althaus Group.”

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SPOTLIGHT

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CLAIRFIELD BRAZIL ADDS OFFICE IN CURITIBA

CLAIRFIELD NORDIC (CONTINUED FROM PAGE 1)

The Nordic region is unique in its crossover business across na-tional boundaries. In spite of having different currencies and levels of connection to the European Union, the countries are often considered as one economic unit. Many of the region’s largest companies including Stora Enso, TeliaSonera and Nor-dea, arose through mergers and acquisitions of companies of two different Nordic nations. “There is a lot of crossover business in the Nordic region. It is common for deals to have a crossborder Nordic element as few Nordic businesses are confined to only one country,” said Hans Andersson, partner at Clairfield Sweden.

The combined Clairfield Nordic group focuses on increasing crossborder opportunities, both within the region and world-wide. Recently closed deals showcase Clairfield Nordic’s inter-national reach:

• Swedish Intrum Justitia acquired the Danish Advis A/S, a leading debt collection company for the telecom sector.

• Proventus in Sweden sold the iconic toy brand BRIO to the German Ravensburger.

• The Helsinki-listed technology company Elektrobit Corpo-ration acquired the Finnish subsidiary of the Oslo-quoted Birdstep Technology Group.

• The Norwegian Otera Elektro, Scandinavia’s leading sup-

plier of technical installation and service solutions, was sold to Bravida in Sweden.

• Plum A/S, Denmark’s leading producer of hygiene and dis-infection products, was sold to CCS Healthcare in Sweden.

• The Finnish PKC Group acquired the Polish Groclin Group’s wiring and controls business, specialists in electrical dis-tribution systems.

Sweden, Finland, Norway and Denmark share transparent economies that make them attractive to international invest-ment. The region also serves as a more stable entry into the Baltics and Russia. Important sectors in the region include in-formation technology, consumer goods, and business services as well as natural resources such as forestry and ore. The Nor-dic countries also have an important private equity market and a large public sector.

In support of its new powerhouse region, Clairfield Interna tional holds two general meetings in the region in 2015. In March over 50 Clairfield partners met in Copenhagen. Clairfield’s next partner meeting in Stockholm in June will focus on sustainabil-ity from a global and future perspective, including implications for the financial advisory business. Talks by politicians and uni-versity lecturers will be followed by a panel discussion open to clients and friends of Clairfield. For invitations contact press@clairfield.com.

Clairfield International in Brazil has forged a strategic alliance with the corporate finance firm Redirection, thus expanding its operations in the south of the country, a key region for indus-tries such as agribusiness and automotive manufacturing.

Redirection, headquartered in Curitiba, is a major presence in the financial sector of southern Brazil, assisting in diverse domestic and international transactions with important com-panies in the region. The office was founded in 2007 and has six partners and 39 professionals. The senior partners, João Caetano and Claudio Doerzbacher, are experienced invest-ment bankers in the midmarket international segments. Its transactions include the sale of Café Damasco, a coffee busi-ness based in southern Brazil, to Sara Lee Corporation; the sale of Kraft Food’s Maguary brand to Dafruta; and the acqui-sition of Fermax, the second largest player in the Brazilian

hardware market, by Roto Frank AG, a multinational company based in Germany.

Clairfield Brazil, one of the major independent corporate finance boutiques in the country, focuses on mergers and acquisitions and corporate finance with its main office in São Paulo and partners in Ribeirão Preto and Rio de Janeiro. The combined entity has carried out more than 50 M&A transac-tions since 2008.

“We are happy to strengthen Clairfield’s presence in Brazil, the gateway to South America. Brazil is currently facing a decisive moment and there are many opportunities for inter-national companies,” says Rodrigo Pasin, founding partner of Clairfield Brazil. “Our increased reach with the partners of Redirection gives global clients greater access to companies in the south of Brazil.”

SELECTED RECENT TRANSACTIONS

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Client Transaction overview CounterpartyClairfield Finland and Poland advised the Helsinki-listed wiring systems and electronics company PKC Group Oyj in the acquisi-tion of the wiring and controls business of the Warsaw-quoted Groclin Group. PKC Group focuses on the global commercial vehi-cle industry and is on the path to become the preferred supplier in electrical distribution systems for the transportation industry globally. Net sales in 2014 totaled EUR 829.2 million and PKC’s market cap is EUR 450 million. Groclin’s wiring & controls business develops and manufactures electrical cabinets, powerpacks, and electrical distribution systems for rolling stock manufacturers.

Altran, a global leader in innovation and high-tech engineering consulting, acquired Nspyre, the leading Dutch specialist in R&D and high-technology services. Nspyre was founded in 2008 out of the merger between the technical automation divisions of Ordina and Atos Origin. With a permanent staff of 680 employees specialized in software development and mechanical engineer-ing, Nspyre adds value to key players in the high tech, traffic, infrastructure, automotive, industry, and energy & utilities market sectors. Clairfield in the Netherlands and France advised the acquisition.

Barents NaturGass, one of the leading players in small-scale LNG distribution in Norway, was sold to Broadview Holding. Broad-view is an industrial holding company, based out of the Netherlands, with a portfolio of various manufacturing and trading businesses. The combined turnover amounts to approximately EUR 400 million and the companies employ about 1400 people. Broadview is ultimately controlled by HAL Trust, which is quoted on the Amsterdam Stock Exchange. The sale was advised by Clairfield Norway.

Magma Fincorp Limited, a 25-year-old leading retail asset financing company, raised EUR 40 million through ABS from the larg-est Indian public sector bank for the securitization of its vehicle loan portfolio. Magma has a network of 274 branches across 21 states and union territories, around 80% of which are in rural and semi-rural markets in India. The company has serviced over 6,00,000 customers and assets under management as of March 31, 2014 is INR 180 billion. The transaction was advised by Clairfield International in India.

The owner of Cogepart, a leader in express shipping and delivery services for retail and business customers, arranged an owner buy-out with financing from Omnes Capital and Finadvance. Cogepart is a leading player in the booming “last mile” logistics market (delivery to end customer). Cogepart has 750 employees, 1000 customers, and rapidly increasing revenues that totalled EUR 37.5 million in 2014. The deal was advised by Clairfield International in Marseille.

Clairfield UK advised the sale of Adaero Precision Components Limited to Indutrade. Established in 1988, Adaero is a specialist manufacturer of high precision components, supplying equipment and instrument manufacturers in the medical, optical, de-fense, laser, and hydraulic industries. In 2012 Adaero was purchased by Cosworth, the world-renowned performance engineer-ing and manufacturing group. Indutrade UK is a division of Swedish industrial group Indutrade AB. Indutrade AB has over 180 subsidiaries in a number of business areas including engineering & equipment and industrial components.

Clairfield International in Denmark advised the shareholders of Plum A/S, Denmark’s top producer of hygiene and disinfection products, on its sale to CCS Healthcare. CCS Healthcare is the market leader in hygiene and disinfection products in the Nordic region. In 2014 the CCS’s sales amounted to approximately SEK 500 million. The acquisition of Plum further strengthens the Company in the Nordic market, and opens doors to other geographic areas such as Germany and France, where Plum already hassubstantial distribution. The merger also creates synergies in the production and supply chain.

Clairfield International France (Lyon) advised a fundraising for transport company Coquelle from Siparex and Finorpa to com-plete financing of the acquisition of Trafilogic, a freight forwarder. Founded in 1965, Coquelle generates nearly EUR 40 million of sales and employs 350 people. The group has significantly developed its business over the past ten years through positioning in niche markets involving technical expertise. With the Trafilog acquisition, Coquelle’s turnover now exceeds EUR 60 million.

Swedish investor Proventus sold the renowned Swedish toy company BRIO AB to the German Ravensburger Group. BRIO cre-ates innovative wooden toys that give children a safe and fun play experience. The company was founded in 1884 and is repre-sented in over 20 countries. BRIO is known for its high-quality wooden train sets and ranks among the most prestigious brands in the toy market. The deal makes it possible for BRIO to grow and also unites two family businesses, which share a similar corporate and product philosophy as well as a long history and tradition. The deal was advised by Clairfield Sweden.

VirMedica, Inc. acquired the assets of TransEngen, Inc. while also making a significant capital investment in D2 Pharma Consult-ing. Clairfield International in the US acted as the exclusive financial advisor to VirMedica in both transactions and assisted in raising capital to finance the transactions. The financing was led by Nashville-based Petra Capital Partners, with participation by Menlo Park-based HealthQuest Capital. VirMedica is an innovative holding company bringing together complementary busi-nesses for the specific purpose of redefining the market access landscape for specialty healthcare products.

Clairfield Finland advised the Helsinki-listed technology company Elektrobit Corporation (EB) in the acquisition of the Finnish subsidiary of the Oslo-quoted Birdstep Technology Group. EB specializes in embedded software and hardware solutions for the wireless and automotive industries. Net sales in 2013 totaled EUR 199.3 million with a market capitalization of EUR 470 million. Clairfield Finland identified IT security companies that would complement security features in EB’s Tough Mobile secure smart-phone technology. The acquisition includes Birdstep’s SafeMove solution.

Clairfield International in Denmark advised the shareholders of Mondux on its sales to Gjensidige in a structured sales process. Mondux is one of Scandinavia’s fastest-growing insurance agencies. The company is strongly rooted in the auto industry in Denmark. It offers an entire range of private-insurance products and as well as providing “white label” insur-ance, wherein Mondux provides insurance services to telecommunications companies, purchasing groups, and professional organizations in the partners’ own name.

Clairfield India advised Poddar Developers Ltd. in its qualified institutional placement, the first qualified institutional place-ment in Indian markets in CY2015 and first fundraising by the company since its IPO in 1982. Poddars is a leading real estate development company involved in affordable housing projects in and around Mumbai. The Company has completed projects with a saleable area of over 1 million square feet, comprising over 2,400 units.

THIRD QUARTER 2011 NEWSPAPER

NEW PARTNERS AT CLAIRFIELD GERMANY

CLAIRFIELD REVIEWH1 2015

DISCLAIMER: No part of this report may be reproduced without the written permission of Clairfield International or one of its partner firms. The information herein has been obtained from sources that we believe to be reliable, but we do not guarantee its accuracy or completeness. While we endeavour to update on a reason-able basis the information presented in this report, there may be regulatory, compliance or other reasons that prevent us from doing so. Much of the information contained in this report is subject to variation due to changes in market conditions, legislation or regulatory matters and Clairfield International does not undertake to notify any recipient of the report of changes to the information contained herein. This report is not to be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction. Additional supporting information is available upon request. Please contact: Research Desk, Clairfield International, Tel: +41 22 518 0242, email: press@clairfield.com.

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Matthias Tempel has 26 years of experience at four European banks with responsibilities for their Ger-man operations. He worked for an English, a French, a Belgian and a Dutch bank, partly out of their head offices in Amsterdam, Brussels, Paris and London, and he is fluent in the relevant languages. In his last position before joining Clairfield, he oversaw the German business with corporates and the investment banking business of ABN AMRO’s German holding. Dr. Tempel is an expert in crossborder M&A transac-tions, mainly in transport & logistics, food & drink, and financial services. He has built and led several M&A teams and managed investment banking activities across several products. He orchestrated the relaunch of ABN’s commercial banking business including platform and products. Dr. Tempel studied law in Munich and Bonn and is a qualified lawyer. He earned a Ph.D. in corporate and tax law at the University of Münster.

Alexander Klemm was born in South Africa, raised in the UK and studied in the UK, USA and Germany. He has over 30 years transaction experience in M&A and equity capital markets. He worked in Frank-furt, London and New York at Deutsche Morgan Grenfell, Lehman Brothers, UBS Warburg, JPMorgan Cazenove, and Hauck. He has also held various senior management positions in banking. As head of investment banking at JPMorgan Cazenove in Germany/Austria/Switzerland, he established the Frank-furt office and built Cazenove’s successful midmarket advisory and capital markets business. Following leadership of the MBO of this business and subsequent contribution to Hauck & Aufhäuser, the German private bank, he was partner and CEO of the corporates and markets division of the bank. Dr. Klemm holds a BSc. Hons. in economics and politics from the University of Bristol, an MBA from Columbia Busi-ness School and a Ph.D. in finance from Freie Universität Berlin.

Dr. Klemm is assisting the board of Clairfield International, Geneva, as senior advisor, in addition to working with key clients in Germany, Austria and Switzerland.

Matthias Tempel

Alexander Klemm