m&a yearbook 2012/2013 · 2013-12-13 · 3 foreword dear reader, we are very pleased to present...

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Seizing Opportunities M&A Yearbook 2012/2013

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Page 1: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Seizing OpportunitiesM&A Yearbook 2012/2013

Page 2: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Seizing opportunities

The acquisition or sale of a business always requires an accurate and comprehensive information base. It is essential to examine the desired asset from all angles and weigh the pros and cons of such a transaction. The perfect interlocking of various disciplines is one of our strengths, leading to the creation of an overall picture that enables our clients to successfully structure complex projects.

Rödl & Partner

Interlocking is a central aspect enabling us to carry out our performance. We mutually stabilize each other – be it hand in hand, the solid enclosing of the shoulders or the fi xing of the bodies above the base. It takes more than a strong foundation to build upwards – a sense of knowing when to seize the moment!

Castellers de Barcelona

Page 3: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

3

Foreword

Dear Reader,

We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you with a brief overview of the 170 transactions we have carried out worldwide.

Although 2012 was quite a weak year for the international M&A market, we would like to point out that are all of the conditions for an improvement of the overall M&A situation are present. Indeed, low value transactions clearly occur in more stable economic conditions, if compared to deals with higher values, or so-called mega-deals. In fact, the SMEs (small and medium enteprises) is commonly considered a symbol of stability in international and national transactions.

It is therefore important to take into consideration that the Mittelstand is still active in the M&A market and has been implementing a strategy for globalization. As it results from the M&A studies carried out by Rödl & Partner (http://www.roedl.de/transaktionen-2013), the main geographical area where the latest M&A deals tend to be carried out is Southern Europe. It is indeed acknowledged that this area will undergo an economic recovery, and therefore the low prices of its markets should be considered as a potential investment in order to improve market position.

Page 4: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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According to the Private Equity Studies for 2013 of Rödl & Partner (http://www.roedl.de/pe-2013), also the private Equity Sector is increasingly focused on the successful Mittelstand. Indeed, the Private Equity funds have suffi cient liquidity, making an increase in the number of deals foreseeable also in this sector.

Notwithstanding this positive trend and the strong economic development, 2013 has still not given the expected results in the M&A sector. We therefore look forward to the results of the last quarter of the year and hope for a positive fi nal sprint.

We would like to thank all of our clients for their trust as well as the partners of banks and other companies for having involved us in their clients’ deals.

Finally, we would like to thank the head of Corporate Finance of Rödl & Partner, Mr. Björn Stübiger, who contributed to the realization of this M&A yearbook.

Yours faithfully,

Wolfgang Kraus Prof. Dr. Christian RödlManaging Partner Managing Partner

Page 5: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Facts 2012

In Europe alone, Rödl & Partner advised clients on 160 transactions; this fi gure rises to 170 if we include transactions in Russia, India and China.

Distribution of transactions...

…by area of advice …by country

Legal advisory services

53 45 34 17 15 6

31% 26% 20% 10%9%4%

Due diligence

Business valuations

Other

Transactions

Planning

80604020

Germany 83

Italy 20

Czech Republic 18

Poland 15

Latvia 11

Slovakia 8

China 8

Spain 5

Russia 1

India 1

Page 6: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

6

40302010

48

24

12

11

10

10

8

8

8

7

7

6

6

3

2

Other industries

Energy

Other

Health care

Construction and engineering

Food and consumer goods

IT

Automotive industry

Retail trade

Real property

Electronics industry

Transport & logistics

Media

Chemical industry

Financial services

…by branch of industry

An important factor in the successful completion of a transaction is the interdisciplinary and, in many cases, cross-border cooperation between M&A advisers, Attorneys at Law, auditors and tax advisers.

Page 7: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Transaction consultancy means interdisciplinary team work

One of the signifi cant strengths of the transaction consultancy rendered by Rödl & Partner is our ability to work in interdisciplinary teams. This allows us to provide services from a single source both throughout the whole transaction process and after its completion. When assisting our clients in business acquisitions, we work in project teams composed of lawyers, tax advisers, auditors and M&A consultants. When working in such teams, the entire process is always coordinated by a project manager, who is provides their professional expertise and ensures a smooth fl ow of information between everyone involved in the transaction process. The project manager makes sure that the project runs smoothly and is completed on time and in accordance with high quality standards.

Corporate fi nance

Corporate fi nance comprises advisory services to entrepreneurs and enterprises in the area of acquisition and/or disposal of businesses or parts of businesses (M&A consultancy) and assistance in various forms of business fi nancing.

With our interdisciplinary consulting approach, we focus on complex projects, such as those we carry out in the context of M&A (including distressed M&A), legal succession, MBO/MBI and spin-off transactions, bond issues for SMEs, or equity/mezzanine fi nancing.

Page 8: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Mergers & Acquisitions

Transaction strategy

Information memorandum (sale)

Buyer/seller:

— Research, — Establishing contact — Meeting with management

Business valuation

Proposal preparation and assessment

Assistance in due diligence

Agreement and price negotiation management

Comprehensive project management

Initial Bond Offering (IBO)

Preparatory phase

— Business analysis — Equity/bond story — IPO/IBO concept

(Pre-) IPO phase

— Valuation — Due diligence — Underwriter/selling agent — Rating

Placement phase

— Marketing — Roadshow — Price range

Comprehensive project management

Financing

Analysis of existing fi nancing and balance sheet structures

Development of a fi nancing strategy

Starting points:

— Growth — Projects — Restructuring — MBO/MBI — Recapitalization — Comprehensive project

management

Page 9: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Legal advisory services

We offer comprehensive legal advisory services, from confi dentiality agreements, letters of intent and memorandums of understanding, to comprehensive legal due diligences, legal structuring and evaluating the best fi nancing options, to contractual negotiations and closings.

Due diligence

The acquisition and disposal of a business, or of one of its parts, involve both opportunities and risks. The acquiring company often does not have suffi cient background information about the economic and legal situation of the potential target company. Before acquiring a target company, an in-depth analysis should be carried out to allow the acquiring company to determine the purchase price of the target company, obtain fi nancing from third parties or integrate the target company into its corporate structure and defi ne its position in it. Due diligences deliver the necessary information and are therefore the main pillar of a successful transaction.

Valuation services

Rödl & Partner assists you in all relevant business valuation issues. Our experts carry out valuations of entire businesses, parts of businesses and tangible and intangible assets according to nationally and internationally recognized standards.

Page 10: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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International and interdisciplinary. Overview of M&A services rendered by Rödl & Partner:

Lawyers

Legal due diligence

Legal structuring

Preparation/examination of important documents: NDA, LoI/MoU

Preparation/sales and purchase agreementand other agreements

Financing/collaterals

Agreement negotiations

Auditors

Financial due diligence/Fact Book

Calculation of normalized results

Identifi cation of value drivers

Inventory analysis - balance sheet

Plan validation

SPA, in particular economic guarantees

Differences in profi t (loss) according to HGB/IFRS

Review of closing accounts

Purchase price allocation (PPA)

Page 11: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Tax Advisers

Tax due diligence

Analysis and presentation of the tax situation of the target

Tax optimized transaction structuring

Tax clauses in SPA

Post-acquisition advice, including in particular integration into the existing structure

Business consultants

Transaction advisory

Mergers & Acquisitions consulting

M&A fi nancing

Operational due diligence

Post-merger integration

Process optimization

Preparation, planning, reporting/budget

Risk management

Restructuring

IT consulting

IT-ERP consulting

IT outsourcing

Page 12: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Adviser to ViessmannKältechnik on the sale

of business toViessmann Werke

Case Study Germany I:

Rödl & Partner advised Hans Vießmann Technologie Stiftung on the sale of Viessmann Kältetechnik AG to Viessmann Heizungswerke GmbH

Page 13: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Background information

— With a sales revenue of about EUR 70 million, Viessmann Kältetechnik is the European market leader in the manufacturing of temperature-controlled rooms for trade and industry. The company has about 400 employees in its business premises in Hof (Bavaria).

— The aim of the seller, Hans Vießmann Technologie Stiftung, was to fi nd a strong partner for the company and to obtain adequate assets (or strengthen its asset base) to fulfi l the purpose of the foundation.

Features of the transaction

— Before the transaction Viessmann Kältetechnik had gone through radical changes: on the one hand, the owner of the foundation had changed, while on the other hand, the company had reported signifi cant increases in its sales revenues both in the manufacture of coldrooms (the company’s core business) and in the “plant construction” business line.

— The company had long been in contact and had already discussed the prospective acquisition with Viessmann Heizungswerke, the buyer. Viessmann Heizungswerke is a former sister company of Viessmann Kältetechnik, whose shares were transferred to the foundation after the death of the founder of both companies.

Page 14: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Result

— Fast transaction: after less than two months after placing the assignment, the company signed a sales and purchase agreement with the buyer.

— Interdisciplinary advice: Rödl & Partner managed the sales process acting as an M&A adviser, organized the due diligence, prepared a detailed business valuation report and advised the company both during the negotiations of the SPA and during the discussions with the foundation’s supervisory board.

— Transaction favorable to the seller: with the sales revenue, the foundation obtained adequate assets to further pursue its statutory goals. In addition, the buyer undertook to make investments running into the millions in Viessmann Kältetechnik, and guaranteed its employees that they would keep their jobs and their salaries would be increased.

Page 15: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Adviser to theinsolvency administrator

Dr. Jens-SörenSchröder on the sale of

the KARK Group

Case Study Germany II:

Rödl & Partner advised insolvency administrator Dr. Jens-Sören Schröder from JNP on the sale of the KARK Group to Karl Buch Walzengiesserei GmbH & Co. KG

Page 16: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Background information

— The KARK Group develops and manufactures self-developed products for steel plants and rolling mills, with the focus of its manufacture on aluminium electrode arms, composite roll systems and block roll systems. The company also performs contract manufacturing and job order production for metal work pieces using CNC controlled machining centers and lathes.

— The KARK Group consists of the following companies: KARK AG, KARK Maschinenfabrik GmbH and KARK Maschinenfabrik Brandenburg/Havel GmbH. The Group is located in Hamburg and Brielow / Brandenburg.

— After the company fi led for the opening of an insolvency proceedings on 23 April 2012, the continued to operate through the insolvency administrator without any limitations.

Features of the transaction

— In June 2012, the insolvency administrator engaged Rödl & Partner to conduct a structured M&A process.

— Rödl & Partner carried out a targeted investor search, during which we actively contacted, in particular, strategic investors and informed them about the existing acquisition opportunity.

— The contract for the company acquisition was awarded to Karl Buch Walzengiesserei GmbH & Co. KG, a long-established company based in Siegen, employing 200 workers, which had presented the best conceptual solution for the acquisition.

Page 17: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Result

— Business operations of the KARK Group were sold on 10 September 2012 to Karl Buch Walzengiesserei GmbH & Co. KG by way of an asset deal.

— All 80 jobs have been kept at Karl Buch Walzengiesserei GmbH & Co. KG. The buyer plans to operate in both locations (Hamburg and Brielow / Brandenburg) in the future.

— On 18 September 2012, the creditor’s meeting approved the sales transaction.

Page 18: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Adviser to KlausWecken on an

unsolicited public sharepurchase offer

canceming WestgrundAG

Case Study Germany III:

Rödl & Partner advised Klaus Wecken on making a voluntary public takeover bid to Westgrund Aktiengesellschaft

Page 19: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Background information

— Klaus Wecken held about 27% of shares in Westgrund Aktiengesellschaft, a company listed on a regulated market, with its core business activity being acquiring, holding and managing residential property in German medium-sized cities.

— In November 2011, Klaus Wecken decided to make a voluntary public takeover bid to the shareholders of Westgrund Aktiengesellschaft concerning no-par value bearer shares.

Features of the transaction

— Execution of the takeover bid according to the German Securities Acquisition and Takeover Act [Wertpapiererwerbs- und Übernahmegesetz – WpÜG].

Result

— With the assistance of Rödl & Partner, Klaus Wecken made a voluntary public takeover bid as per WpÜG, and successfully executed the takeover in February 2012.

Page 20: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Adviser to a Russianinvestor on the

acquisition of Germanrefineries out of

insolvency

Case Study Germany IV:

Rödl & Partner advised a Russian investor on the acquisition of German refi neries out of insolvency

Page 21: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Background information

— Because of insolvency of the parent company, a German refi nery (among others) with its distribution companies were put up for sale under insolvency proceedings. The insolvency administrator launched an international bidding process.

— The investor’s goal was to gain a foothold in the German market through the acquisition of the refi neries.

Features of the transaction

— The German companies remained fully operational during the insolvency proceedings. Therefore, the refi neries could return to operations within a few days.

— Since the transaction was structured as an asset deal, it was necessary to check within a short term which contractual relationships with third parties concerning continued operations of the refi neries had to be resumed or continued. Furthermore, the fi nancing of the working capital for continuing the operations of the refi neries in the long term had to be analyzed and secured.

Page 22: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Result

— Rödl & Partner conducted – within a very short time – a legal, tax and fi nancial due diligence aimed at preparing a purchase price offer in the bidding process and led the negotiations on the purchase agreement with the insolvency administrator.

— The entire bidding process was managed by Rödl & Partner M&A advisers, who acted as contact persons and middlemen between the involved parties.

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Adviser to IPSAK on theissue of a fixed rate

bearer bond

Case Study Germany V:

Rödl & Partner advised IPSAK on the issue of the fi rst real estate bonds (corporate bonds) on the Bondm index

Page 24: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Background information

— Immobilien-Projektgesellschaft Salamander-Areal Kornwestheim mbH is a wholly-owned subsidiary of IMMOVATION Immobilien Handels AG with registered offi ce in Kassel. The company was established for the purpose of acquiring the historic Salamander Area in Kornwestheim near Stuttgart. Through extensive building alterations of the Baden-Württemberg Grundbuchzentralarchiv [central archive of the land registry], one of the largest archives in Germany is being constructed in an area of about 19,000 square meters. The work is planned to be completed by the end of 2017.

— This special-purpose vehicle sought external capital to fi nance further growth, whereas the proceeds from the bonds issuance will be invested in the development of real estate projects throughout Germany.

Features of the transaction

— A prospectus concerning the public offering of the bonds in the amount of EUR 30 million was drawn up, and it was subsequently approved by the Federal Financial Supervisory Authority (BaFin).

— The bond is secured by a land charge of EUR 30 million created on the land of the Salamander Area in Kornwestheim.

— The bond was offered to the public in Germany, Luxembourg and Austria and placed in its entirety within a very short time.

Page 25: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Result

— The bond has been traded on the stock exchange since 29.11.2012. New ground was broken in this process: for the fi rst time a real estate bond (corporate bond) was listed in the Stuttgart Stock Exchange’s Bondm index for medium-sized companies.

— Fastest early closure of a corporate bond in the Bondm index 2012: on the issue date, the security was successfully placed within 90 minutes.

— Best rating at the issue of a real estate bond (corporate bond): a straight “A” in the Scope Credit Rating.

— Interdisciplinary advice: Rödl & Partner team specializing in capital market transactions led by Björn Stübiger (Corporate Finance) and Dr. Oliver Schmitt (Legal) assisted IPSAK with comprehensive advice during the transaction; Rödl Treuhand acted as a trustee for the securities.

Page 26: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Adviser to WIKA’ssubsidiary on conducting

a squeeze-out undertransformation law at

KSR Niveau-Messtechnik AG

Case Study Germany VI:

Rödl & Partner advised WIKA’s subsidiary on carrying out a squeeze-out under transformation law at KSR Niveau-Messtechnik Aktiengesellschaft

Page 27: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

27

Background information

— The client company held almost 90.5% of shares in the share capital of KSR Kuebler Niveau-Messtechnik Aktiengesellschaft.

— To simplify the group structure, the client intended to sign a merger agreement with KSR by way of which the remaining minority shareholders of KSR would have been excluded against appropriate cash compensation.

Features of the transaction

— the German Transformation Act, which was recently amended with effect from 15.07.2011, now sets out the possibility in certain constellations, pursuant to the provisions on German stock corporations, to exclude minority shareholders of a joint stock company to be merged from the merger process itself (the so-called “squeeze-out under transformation law”).

Result

— Since the squeeze-out under transformation law was enacted – by amending the Transformation Act – shortly before the transaction was executed, experience in how to perform this procedure was scarce. Nevertheless, Rödl & Partner provided WIKA’s subsidiary with competent and targeted advice and assisted the company in successfully implementing the squeeze-out under transformation law.

Page 28: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Adviser to Bio-Gate AGon capital increase and

provider of legalassistance in preparing

a prospectus

Case Study Germany VII:

Rödl & Partner advised Bio-Gate AG on capital increase and provided it with legal assistance in preparing a prospectus

Page 29: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

29

Background information

— This leading provider of antimicrobial products and multifunctional surfaces for the medical technology needed new funds to expand its product and service portfolio and beef up its consumer and industrial business.

— The shares of Bio-Gate AG are admitted to trading in the Entry Standard on the Frankfurt Stock Exchange.

Features of the transaction

— In October 2012, the Extraordinary General Meeting passed a resolution on capital increase to improve its balance sheet fi gures and strengthen its fi nancial position.

— For the public offering of the new shares, a prospectus had to be drawn up, and subsequently approved by the BaFin.

Result

— Infl ow of equity to the company

— Rödl & Partner assisted Bio-Gate AG in preparing and conducting the Extraordinary General Meeting called to increase the share capital, and subsequently provided the company with legal assistance in preparing the prospectus, which was then submitted to and approved by BaFin.

Page 30: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Adviser to tecsis on theacquisition of Shenzen

Exact SensorInstruments

Case Study China:

Rödl & Partner advised a German globally operating company on the acquisition of a Chinese manufacturer of sensors and measurement technology

Page 31: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

31

Background information

— This renowned German company operating in the segment of measurement and sensor technology with over 90 years of experience has wholly owned offi ces around the world. It already had a representative offi ce in China before the M&A transaction was concluded.

— To strengthen its presence in China and tap into the market even faster, our client was looking for a suitable object of purchase from the same branch of industry and, in particular, with a production and customer network already based in China.

Features of the transaction

— The buyer from Germany found the object of purchase in Shenzen. Rödl & Partner’s legal, tax and fi nancial due diligence – completed with a satisfactory outcome – was followed by purchase price negotiations.

— All assets, including technical equipment, technological processes and customer base, were acquired in the asset deal transaction.

— The assets were transferred to a manufacturing enterprise carrying out trading activities under the name of the German company.

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Result

— A vast number of tangible and intangible assets was measured within a short period of time and considered in the negotiations regarding the purchase price.

— After a tough round of negotiations, the parties agreed – with the assistance of Rödl & Partner – on a transaction price acceptable for both parties.

— The Sales & Purchase Agreement was concluded shortly thereafter. Only three months after the assignment had been placed, the parties entered into the transaction.

Page 33: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

Adviser to Novamatic onthe takeover of the

Italian Sogeslot Group

Case Study Italy:

Rödl & Partner advised Novomatic on the takeover of the Italian Sogeslot Group

Page 34: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

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Background information

— Novomatic AG is one of the major players in the European gambling market, especially active in Italy in the area of gambling machines (AWP and VLT). The company, with 2012 annual sales of EUR 1,537 million, employs 13,352 workers.

— The buyer, Adria Gaming International S.p.A., a wholly-owned subsidiary of Novomatic AG, pursued the following goals when entering into the transaction: the acquisition of 80% of the Sogeslot Group (which comprises seven individual enterprises), with the aim of securing further growth in the Italian market, using the potential for synergies with the existing companies of the group and strengthening the position of gambling machines in the Italian market.

Features of the transaction

— The Sogeslot Group, with approximately 5,100 gambling machines in total (of which approx. 700 are video lottery terminals, or VLTs) and with an annual sales revenue of around EUR 27 million, originally comprised seven individual enterprises that were separate legal entities, not combined into a single holding company. The companies were managed centrally only in part, which was – to some extent – an impediment to obtaining information for our due diligence review.

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35

Result

— The transaction was successfully completed with the active participation of Rödl & Partner.

— With its specifi c know-how of the gambling machine industry, Rödl & Partner provided the client with the best, targeted assistance possible.

— Interdisciplinary advice to the buyer: Rödl & Partner managed the entire due diligence process for the buyer (legal, fi nancial and tax due diligence), advised the client on the purchase price determination and on the application of purchase price formula, and assisted the client in the fi nal negotiations of the SPA agreement.

— The transaction allows Novomatic AG to signifi cantly strengthen its market position in the gambling machine industry in Italy.

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36

M&A References Germany (extract)

Adviser to shareholdersof BKM on the sales toAlveus Beteiligungen

GmbH

Adviser to shareholderson the sales of EnviCon

to Bilfinger BergerPower Services

Adviser to BrockhausPrivate Equity on theacquisition of eyevis

Adviser to HIG Capitalon the acquisition of

MVD Eventos

Adviser to shareholderson the sales of diplan to

Aegis IndustrialSoftware

Adviser to IPSAK on theissue of a fixed rate

bearer bond

Adviser to DMB –Deutsche MittelstandBeteiligungen on the

acquisition of WilhelmStoll Maschinenfabrik

Adviser to theinsolvency administrator

on the sales of theKARK Group to KarlBuchWalzengiesserei

Page 37: M&A Yearbook 2012/2013 · 2013-12-13 · 3 Foreword Dear Reader, We are very pleased to present you with the fi rst M&A-Yearbook of Rödl & Partner, which is aimed at providing you

37

Adviser to theinsolvency administratoron the sales of Pro Feet

Adviser to Tyrolit on theacquisition of Boreas

Adviser to Schattdecoron the acquisition of

Coveright

Adviser to ViessmannKältetechnik on thesales to Viessmann

Werke

Adviser to shareholdersof Schneidereit on the

sales to an investor

Adviser to WIKA on theacquisition of Senseor

Adviser to Sontowski &Partner on capitalincrease at GRR

Adviser to theinsolvency administrator

on the sales of XaverSchmid to Hubert Schmid

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38

Adviser to Florabalt Siaon the acquisition of

Olaines Kudra

Adviser to ColexonEnergy on the sales of

CTG Ra

Adviser to Winkelmannon the acquisition of

REFLEX SK

Adviser to Di HwaEnterprise on the

acquisition of Timbeum

Adviser to Latvia Tourson the merger with

Conex

Adviser to Ehrmann onthe sales to Mlékárna

Stríbro

Adviser to Neo Energieson the acquisition of

Way Energy

Adviser to Enernovumon the acquisition of

Solcontec Italia 1

M&A References Worldwide (extract)

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39

Adviser to Novomatic onthe acquisition of

SoGeSlot

Adviser to theinsolvency administrator

on the sales of SolarMillennium

Adviser to Paribus RealEstate on the acquisition

of Ekbar

Adviser to Xella on the

acquisition of H+HCeska Republica

Adviser to PhoenixMecano on the

acquisition of Bond Tact

Adviser to tecsis on theacquisition of Shenzen

Exact SensorInstruments

Adviser to SolarMarkt onthe sales of Buzzing

Pink Lines

Adviser to WIKA on the acquisition of

Euromisure

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40

Germany

Wolfgang Kraus

Certifi ed Public Auditor, Certifi ed Tax Consultant,Managing Partner

+49 (911) 91 93-33 [email protected]

Prof. Dr. Christian Rödl

Attorney at Law, Certifi ed Tax Consultant,Expert Adviser on International Tax Law,LL.M. (Columbia Univ., New York),Managing Partner

+49 (911) 91 93-10 [email protected]

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41

Corporate Finance / Business Consultancy

Björn Stübiger

Head of Corporate Finance,Management Board of Rödl Consulting AG,Partner

+49 (89) 92 87 [email protected]

Henning Graw

Head of Distressed M&A +49 (61 96) 761 [email protected]

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42

Legal Consultancy

Michael Wiehl

Attorney at Law, Specialist in Tax Law,Partner

+49 (911) 91 93-13 [email protected]

Horst Grätz

Attorney at Law,Partner

+49 (911) 91 93-16 [email protected]

Dr. Dirk Halm

Attorney at Law, Foreign Language Correspondence Clerk for English,Partner

+49 (221) 94 99 [email protected]

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43

Dr. Oliver Schmitt

Attorney at Law,D.E.A. (Rennes I),Partner

+49 (89) 92 87 [email protected]

Gerhard Wacker

Attorney at Law,Partner

+49 (911) 91 93-13 [email protected]

Harald Reitze, LL.M.

Attorney at Law (Germany),Attorney at Law (New York),Partner

+49 (911) 91 93-13 [email protected]

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44

Dr. Isabel Bauernschmitt

Certifi ed Tax Consultant,Partner

+49 (911) 91 93-10 [email protected]

Dr. Florian Haase

Specialist in Tax Law, Attorney at Law,Partner

+49 (40) 22 92 97-520fl [email protected]

Dr. Dagmar Möller-Gosoge

Certifi ed Tax Consultant,Partner

+49 (89) 92 87 [email protected]

Dr. Hans Weggenmann

Certifi ed Tax Consultant,Partner

+49 (911) 91 93-10 [email protected]

Tax Law Consultancy

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45

Audit/ Business Valuation

Christian Hellbardt

Certifi ed Public Auditor,Certifi ed Tax Consultant,Head of Valuation Services,Partner

+49 (911) 91 93-33 [email protected]

Dr. Bernd Keller

Certifi ed Public Auditor, Certifi ed Tax Consultant,Partner

+49 (911) 91 93-22 [email protected]

Peter Längle

Certifi ed Public Auditor,Partner

Tel: +49 (89) 92 87 [email protected]

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46

Jens-Christian Pastille

Attorney at Law,Partner

+371 (67) 33 [email protected]

Tobias Kohler

Attorney at Law,Partner

+370 (5) 212 [email protected]

Baltic States (Estonia/Latvia/Lithuania)Nordic States (Sweden/Finnland)Belarus

Dr. Marcus Felsner

Attorney at Law,Managing Partner

+49 (30) 81 07 [email protected]

Brazil/Mexico

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47

China

Dr. rer. oec. Thilo Ketterer

Certifi ed Public Auditor,Partner

+49 (711) 78 19 [email protected]

Dr. Martin Seybold

Attorney at Law,Associate Partner

+86 (10) 85 73-13 [email protected]

Alexander Fischer

Attorney at Law,Qualifi ed Translatorof Chinese/Korean,Head of Legal Consultancy China,Partner

+86 (21) 61 63-53 23alexander.fi [email protected]

Sebastian Wiendieck

Attorney at Law,Associate Partner

+86 (20) 22 64-63 [email protected]

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48

Florian von Ortenberg

Attorney at Law, Solicitor (HK),Partner

+852 (31) 01 30-28fl [email protected]

Hong Kong

Martin Wörlein Attorney at Law,Head of Legal Consultancy India,Partner

+49 (911) 91 93-30 [email protected]

Indien

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49

Stefan Brandes Attorney at Law, Avvocato(Attorney under Italian law),Head of Legal Consultancy Italy,Partner

+39 (02) 63 28 [email protected]

Roberto Pera Attorney at Law (Italy),Partner

+39 (06) 96 70 [email protected]

Italien

Svenja Bartels

Attorney at Law, Partner

+39 (049) 80 46 [email protected]

Thomas Giuliani

Certifi ed Public Auditor (Italy), Certifi ed Tax Consultant (Italy),Partner

+39 (0471) 19 43 [email protected]

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50

Wolfgang Quirchmayr

CPA, Certifi ed Public Auditor, Certifi ed Tax Consultant

+43 (1) 712 41 [email protected]

Austria

Dr. Marcin Jamro¿y

Certifi ed Tax Consultant (Poland), Attorney at Law (Poland),Partner

+48 (22) 2 44 [email protected]

Aneta Majchrowicz-B¹czyk

Attorney at Law (Poland),Head of LegalConsultancy Poland,Partner

+48 (61) 86 44 [email protected]

Poland

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51

Bogdan Fratila

Attorney at Law (Romania),Partner

+40 (21) 310 [email protected]

Romania

Dr. Andreas Knaul

Attorney at Law,LL.M., D.I.A.P. (E.N.A.),Head of LegalConsultancy Russia,Partner

+7 (495) 933-51 [email protected]

Russian Federation/CIS

Jörg Wiederkehr

Swiss Certifi ed Trustee,Head of Offi ce

+41 (44) 7 49 [email protected]

Switzerland

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52

JUDr. Maroš Tóth

Attorney at Law (Slovakia),Partner

+421 (2) 57 20 [email protected]

Slovakia

Georg Abegg

Attorney at Law,Head of LegalConsultancy Spain,Partner

+34 (91) 535 [email protected]

Christoph Himmelskamp

Abogado & Attorney at Law,Partner

+34 (93) 238 [email protected]

Spain

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53

Martin Klose

Attorney at Law,Partner

+66 (2) 670 06-70 [email protected]

Thailand

Hans-Ulrich Theobald

Attorney at Law,Partner

+420 (236) [email protected]

JUDr. Petr Novotný, Ph.D.

Attorney at Law (Czech Republic),Partner

+420 (236) [email protected]

Tschechische Republik

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54

Prof. Dr. Metin Sagmanli

Certifi ed Public Auditor (Turkey),Partner

+90 (212) 310-14 00 [email protected]

Turkey

Klaus Kessler

Attorney at Law,Partner

+380 (44) 586-23 [email protected]

Ukraine

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55

Dr. Roland Felkai

Certifi ed Tax Consultant (Hungary),M.A. (London),Partner

+36 (1) 8 14 [email protected]

Hungary

USA

S.A. de Kock CPA,Partner

+1 (404) 525-26 00 [email protected]

Frank Breitenfeldt

Transaction Services +1 (404) 586-35 [email protected]

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56

Jürgen Baur Attorney at Law,Partner

+66 (2) 67 00 [email protected]

Stefan Ewers

Attorney at Law,Senior Associate

+84 (8) 38 24 [email protected]

Vietnam

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57

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58

Rödl & PartnerÄußere Sulzbacher Straße 100D-90491 Nuremberg

Phone: +49 (911) 91 93-0Fax: +49 (911) 91 93-19 00E-Mail: [email protected]

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www.roedl.de

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“Each and every person counts” – to the Castellers and to us.

Human towers symbolise the Rödl & Partner corporate culture in a unique way. They personify our philosophy of solidarity, balance, courage and team spirit. They stand for growth that is based on one’s own resources, the same type of growth which has made Rödl & Partner the company we are today.

“Força, Equilibri, Valor i Seny” (strength, equilibrium, valour and common sense) is the Catalan motto of all Castellers, which very accurately describes their fundamental values. Not only is this motto attractive, but it also refl ects our mentality. Therefore, Rödl & Partner embarked on a collaborative journey with the representatives of this long-standing tradition of human towers – Castellers de Barcelona – in May 2011. The association from Barcelona stands, among many other things, for this intangible cultural heritage.