Understand Your Rights. Solve Your Legal Problems
Dispute resolution law revolves around resolving disputes in and out of court, from divorces to evictions, and from partnerships to breach of contract, but also on much larger matters than span over several jurisdictions and cover several parties. The most common ways to resolve disputes are mediation, arbitration and litigation, preferably in that order. For each of these processes, the right lawyer, mediator or arbitrator is crucial.
With a focus on the Caribbean, we touch base with Donna Allison, Principal at D. Allison & Prowell Co., a Trinidad & Tobago based law firm, and a specialist in dispute resolution, who discusses the aforementioned dispute solutions and challenges therein.
Does mediation suit certain types of dispute more than others? Why?
In the Caribbean, there is a growing trend for the parties to agree the solutions to their conflict instead of having an outcome imposed by a court using law that may be indifferent to the underlying nuances of the dispute. Even in the courts, the judges are encouraging parties to reach agreement and settlement. This permits a win/win outcome for parties that is not the usual outcome of rights adjudication. This approach, though often thought to be preferable for family type conflicts, works just as well in commercial disputes, where the costs and delay of prolonged litigation could be as detrimental and devastating as an adverse judicial outcome.
How can you promote mediation as a more positive choice than litigation?
Parties have become wary and at times unhappy with the judicial process. The times and costs frequently cause injustice, and justice delayed is justice denied. Mediation promotes continued good relations between parties who are likely to have continued interaction, fraternally and/or commercially. Hostility and bad-feelings tend to subside after a successful mediation. Parties are more likely to honour the undertakings they have voluntarily assumed in mediation, than to accept without appellate resistance a judgement of the court that they believe to be unfair. Where parties believe they have been unfairly treated, disputes can be prolonged by repetitive appeals and court machinations.
What challenges are raised by arbitration, and how can you navigate them to ensure that arbitration grows in popularity?
Arbitration mimics litigation, in that the result is imposed by the evaluation of the dispute on rights and the imposition of a verdict on the merits of the competing interests of the parties. Although it could be quicker and more controlled than the court process, the outcome is dictated by law without room for fairness or fairplay. It therefore tends to be preferred for commercial rather than family related disputes.
Arbitration techniques can however be adjusted to find utility in family related disputes. Often when these parties disagree at mediation, a gentle nudge that suggests a consequence that is adverse at the end of the process would be useful. While some litigants may relish their day in court if mediation is not successful, and therefore strategically resist settlement at mediation, the power of the arbitrator to impose an adverse verdict would be persuasive.
The challenge of arbitration is to ensure that the process does not become so stringent and burdened by procedure and rules, that the ultimate purpose for a resolution of the substance of the dispute is delayed or buried. It however provides a good medium where mediation fails, but the court process may be too cumbersome.
As Lead Counsel, what matters are most prominent in Trinidad and Tobago, at the moment?
In Trinidad and Tobago, as a small developing country but one of the State leaders in the Caribbean, a major judicial challenge of the society is to escape the colonial shackles of its legal heritage and to create a body of laws, conventions and legal practices that are consistent with its indigenous culture and norms.
When the Parliament/Legislature leaves its work incomplete, it is the Judiciary that must forge balance between the power of the Executive and the rights of the individual to the protection of the rule of law. Cognisant that it ought not to robotically rubber stamp the juridical mind of larger more developed judicial systems on our fragile system, the court’s task is made even more difficult under a Constitution where the separation of powers is more ideological than realistic.
Hence in public law, this has resulted in is a growing body of innovative, creative judgements in constitutional law and judicial review as the courts juggle this balance. The power struggle is mirrored in private law, as commercial interests and industry expand. Complaints of abuse of power in an economically uneven playing field fuels the necessity to inject natural justice into commercial contract and dealings – a path that is heavily resisted and avoided in the past. It tests the courts resourcefulness to provide a level and playing field where confidence in the judiciary is fostered and all society is content that the judiciary is standing guard.
As a Thought Leader, are there any legislative developments you are working towards implementing or exploring further in the realm of mediation?
I have used a self-developed form of mediation extensively and successfully in the settlement of both family related and commercial disputes between all litigants of varying means, status and backgrounds. It has become a norm in my practice to invite parties to a Joint Conference to explore the possibility of settlement, in the presence of their attorneys, behind closed doors and without prejudice. The process, though unorthodox, draws on mediation and arbitration techniques and is grounded in respect by litigants for their respective positons in the conflict, a genuine desire to find resolution, and the ability to remove the conflict from rights, rightness and righteousness to fairness and equity. Judges have been accepting the outcome of these conferences, approving and converting the compromises reached to court orders, leaving parties, amicable and empowered.
Throughout your years of practice, how do you think the Caribbean Court has developed? Is there anything you would change?
Caribbean jurisdictions maintain their internal court systems at the first instance and secondary appellate levels. Presently, we have a Caribbean Court of Justice that functions as a tertiary appellate court for some jurisdictions and administers Caricom Treaty. Some jurisdictions continue to have the Privy Council as its tertiary head.
There is a live debate as to when and/or whether the Privy Council should be fully replaced as a tertiary court for the Caribbean; there are meritorious arguments on both sides. To my mind, it is more when rather than whether, as it is doubtful for how much longer the UK court system will tolerate financially and otherwise the burden of this appendage. I am sure that the intellectual competence resides within our collective judicial intellect, and I would feel good as a Caribbean citizen to accept the mantle for our judicial responsibility before it is thrust upon us.
Is there a case that you will always remember; what challenges did it post, how did you overcome them and how did it shape you for future disputes?
My best cases are not always those that my client’s interest has prevailed or that have the greatest value, or received the most fees or publicity. My best judicial memories are those that, by their conclusion, leave my clients satisfied that their rights have been robustly guarded and advocated.
One of my most treasured memories was very early in my career as an advocate. After fighting doggedly to obtain an injunction, it was refused. As I struggled to come to terms with the youthful gamut of emotions and disappointment, my client, having long settled his bill with me, took out some cash from his pockets and in a kind, grateful and respectful gesture stated: “Don’t worry you did your best!”
I was overwhelmed. Not only was I being offered more than my fee voluntarily by my client, but his case had not been favoured by the court. Nevertheless, he was gratified that his position had been ventilated and by doing so he felt vindicated; I was humbled. I consider an outcome that leaves my client satisfied, his case so effectively articulated that he feels vindicated and pleased, to be my duty to each client, my overriding goal and most fulfilling objective. As an advocate, this is the best contribution that I could make to my profession.
Starting a business can entail an extensive net of heavy weighing legal and financial considerations, not to mention the array of management decisions and marketing worries. This month Lawyer Monthly hears from Neil Williamson, Founder and Director of EM Law, on how his firm helps small enterprise businesses confront the pit of complexities they are expected to overcome in order to successfully emerge as a confident, growing and profitable business.
How did your legal career path lead to specialising in commercial law surrounding small businesses?
I specialise in two areas: commercial law for small businesses and commercial law for businesses operating in emerging and frontier markets.
I trained at a large firm in the North West but I wanted to get to London as soon as I qualified in 2001. I intended to be a litigator but was persuaded to meet the senior partner of a firm in Hampstead who needed an assistant to work on corporate deals. Although the firm was small it was punching well above its weight in terms of the size of the transactions that it was involved in and they were super keen to take me. I thought joining the firm would accelerate my career because of the exposure I would get and I thought it would be good to get more corporate experience anyway if I went back into litigation.
I was thrown in at the deep end and had a lot of responsibility. For example, at 1 year PQE my boss went on holiday and I was left to handle the final two weeks of a £190 million acquisition, which involved following the “whitewash” procedure. Most of the time we had city firms on the other side of the table. On the whole I was doing deal after deal – mainly buying and selling private companies - but as part of firm with a corporate team of just me and the senior partner I also had to handle a wide range of commercial work and often this was from small business.
When I left the firm, some of the smaller clients followed me and I went out of my way to support them because of the loyalty they showed me. It meant that I was working with entrepreneurs from an early stage in my career. As I continued to work in smaller firms, my clients tended to be smaller businesses and I carried on covering a wide range of work. The one exception was my last firm, where, although we did act for a few small businesses, on the whole I was helping large clients operate overseas.
As the Founder of E M Law, what are the principal priorities for your firm and your legal career scope?
The priority for the business is to grow. I want to be part of a firm that has great people onboard, a fun and interesting office environment, and happy clients. I believe it is possible to achieve this.
How do you believe you and the firm meet these priorities, and what are the challenges you encounter daily in doing so?
Our client base is growing steadily, partly through referrals and partly through my efforts at networking and marketing the business. We have a long way to go but every client who tries us out comes back for more, so I’m confident that we are offering a service that clients value.
We are also building a great team. Again, it’s steady rather than rapid growth. The doors are not open for anyone who wants to join. Experience is hugely important but what is also very important is personality. I think for small business especially the clients want to speak with someone who is personable, open, who can listen, who is down-to-earth.
The challenges are many! Lots of small businesses do not use lawyers because they think that lawyers are going to add unnecessary complexity to the job and charge too much. The thing is – they are right in a lot of cases! Or there are businesses using lawyers, but they are not happy with them. So how do I convince potential clients that we are different and that they should give us the chance to show that we are going to add value and make life easier for them? It’s hard because you are asking someone who doesn’t know you to trust you. There are things that you can do to make it easier for a potential client to take that step, but it’s always going to be a challenge.
In terms of building the team it is not easy getting the right people onboard, and it takes time. The great thing is that it is easier than it used to be because our profiles are out there on social media and the technology enables us to work remotely, so I am not restricted to only engaging people who can come into the office.
Briefly, what are the main considerations you advise your clients on in UK investment, technology, IP, and other matters? What are the main legal talking points of today’s small businesses?
For transactions such as acquisitions and investments I tend to spend time at the outset advising on the best structure. It is crucial to get the foundations right to avoid wasting time and money down the line before and after completion. I want to understand the commercial rationale for a deal and what the client thinks they are going to get out of it. I look for the simplest structure to put in place that is going to give the client want they need and that the other side can live with. It’s not always possible for things to be simple but we’ll make the process as painless as possible.
Regarding specific considerations for transactions – the main areas where I am particularly involved in are around earn out/retention provisions, warranties, exclusions of liability and analysing due diligence.
For technology clients, one of the main considerations before drafting or negotiating their supply of software/services contract is checking the underlying contracts that the client already has in place from its own software/services suppliers. It sounds obvious, but I see this being overlooked quite often. I also tend to get heavily involved in the licensing and service level arrangements and of course the exclusion of liability clauses.
Main legal talking points for small business: using share schemes to incentivise staff, responsibility around handling data (particularly in the technology sector), knowing when to reach out for legal advice and who to go to.
What have you been working on during the last few months? Are there any cases which spring to mind as particularly interesting? Have there been any particular complexities involved?
An employee share incentive scheme for a medium sized international business. This has thrown up all sorts of issues, but I have to admit my involvement has been minimal. One of our consultants is an expert in these matters and she has been leading on it and doing an outstanding job.
Helping a telecoms client with a contract where they will be supplying hosted applications services to a major player in the internet services industry and their customers. With the same client I have also been drafting a guarantee that they will give to their resellers against PBX dial-through fraud. This is complex work for anyone. It is crucial to understand the client’s business and to get the drafting right because if there are things missed in the guarantee wording the adverse effects for the client could be huge.
I have been helping a client with a contract to supply technology solutions – eDiscovery and forensics – to a large city firm. There was already a framework agreement in place between my client and the firm so, rather than re-invent the wheel, I drafted the documents – work order and service level agreement to fit with the existing framework arrangements. I wanted to avoid a situation where the client and its customer were going to be negotiating unnecessarily, but it was not easy bolting on the new services to the old.
I just helped a shareholder deal with a messy situation with a former colleague who had left the business. My client had been badly advised and when he came to me he was in a difficult position with his former colleague still holding half the shares in the company and wrongly telling customers that his business had taken over my client’s. In the end my client got all the shares in the company back and a settlement agreement to put a stop to the passing off. I did not find this a complex case from a technical perspective – the challenge was to keep a lid on legal costs with the other side wanting face-to-face meetings to resolve things. We avoided these and so were able to keep the legal spend in check while still getting what we wanted.
Simon Webster is CEO of CPA Global, having worked at the company for more than 15 years in a number of business development and operational roles. CPA Global is the world’s leading IP management and technology company, trusted by many of the world’s respected corporations and law firms. In November, the company launched The IP Platform™, a new integrated destination to digitise and automate all IP activities across the entire idea lifecycle. Here Simon speaks about their aim as a company and what they offer to the IP sector.
Can you briefly describe the USP and original ideas behind The IP Platform™?
Prior to joining CPA Global, I played my part in the UK Financial Services’ rapid technology-led revolution. Throughout my time at CPA Global, I felt that the IP industry had been starved of the transformational effects of modern technology.
Ironically, IP has played a central role in the innovation industry for centuries, yet it is one of the last major industries to fully benefit from the disruptive effects of technology. A recent CPA Global survey of our customers and key industry professionals demonstrated the importance of technology to the industry, with more than two thirds of respondents believing that technology will play a more prominent role in the future.
When I took on the role of CEO last year, I set CPA Global on a course to develop technology and capabilities that could bring significant benefits to the industry, something we are now calling the Future of IP. The IP Platform™ is CPA Global’s response to this challenge. Its aim is to use technology to achieve two things: firstly, to vastly improve efficiencies in terms of day-to-day IP activities and collaborations. The second is to enable IP professionals – whether in law firms or corporates – to easily access context-sensitive, insightful information about the subject matter they are working on, as they work on it.
What does The IP Platform™ offer to its users that other online platforms do not already offer?
The IP process is globally complex and has a high cost of failure. Every individual IP transaction comes with its own specific workflow, its own rules and, of course, its own invoice, significantly increasing the amount of administration associated with the process. It relies on reams of paper work being completed, and processes can take months, if not years, to be concluded. Those claiming to automate IP processes across the world still demand a lot of customer intervention, essentially offering little more than an outsourcing service with the accompanying risks.
The situation can be even more complex for law firms who are dealing with multiple clients with different working practices. This might even necessitate numerous teams in the same firm working in different ways to support clients. In these circumstances the chances of delivering a professional looking service are severely hampered by the scale, complexity and personalisation required just to get things done.
The IP Platform™ is an integrated platform of data, software and services that connects disparate workflows together and brings relevant data right into the workflow itself. This approach allows IP professionals to be more efficient, accurate and effective by empowering them through technology rather than replacing through outsourcing.
The IP Platform™ aims to offer the industry:
What is the intended purpose and scope of the product, and how will it contribute towards the IP segment?
IP professionals are working in a rapidly changing global environment. Think about how the internet has impacted on brands alone. There are more than 1,000 top level domains (TLD) for internet addresses (not only the likes of .com and .biz but also country-specific domains). Almost 700 of these have been created since 2014. Brands now need to ensure they register all domains relevant to them and monitor for competitors or members of the public using the trademark on non-affiliated websites. This was simply not necessary 20 years ago. Modern IP management needs to be driven by technology if IP lawyers are to have any chance of delivering effective counsel.
The IP Platform™ aims to ensure that, in one simple and accessible destination, all IP information is recorded, referenced, connected to other relevant information and analysed for insight.
How does the software analyse data and create unique business insight?
This is one of the most exciting aspects of the technology, helping IP Professionals to create true business insights from IP and propel the work they do into the boardroom. Big data covering vastly more than just the IP itself, combined with predictive analytics, enables companies to delve deeper into information that powers business decision making, using insight from data and trends from the past to forecast the future more accurately.
In the past, this has been limited by the processing power of computers to analyse data, but developments in machine learning mean that data analysis that previously would have taken months to complete is now available in seconds. This technology is being applied across many industries to solve the most complex problems, and the IP industry is finally at the forefront of a transformational change.
Many leading IP organisations and law firms now routinely measure revenues that patents generate against the cost of protection to make more informed decisions about filings and renewals. A further step, however, would be to identify both internal and external data sets (such as market share and market growth potential) that are relevant to a particular patent, and use predictive analytics to evaluate its strength and relevance. This delivers a far richer and more granular overview of the patent’s potential across different markets and territories. Combine this insight with greater workflow automation of the decision-making process and the potential power of The IP Platform™ becomes clear.
At a more strategic level, understanding global patent asset landscapes and filing activity provides indications into future direction of not only products, but entire industries. Identifying which companies or individuals are most active enables companies to plan future product direction, identify risk and possible collaborators and make R&D investment more effective. For example, should future strategy be driven by internal growth or by acquisition? In the case of acquisition, which companies are targets and what strengths do they bring? Understanding the patent portfolio of a potential acquisition or merger target enables businesses to strategically focus on relevant areas.
How important is innovation in the IP landscape, for creators, and in the profession, for the lawyers of today?
Innovation is central not only to the IP landscape but to business growth. So much business value is now tied up in IP portfolios. Understanding and exploiting that value relies on accurate data that can deliver business insight.
For IP lawyers, as the importance of IP value grows in a globalised economy, its role will move up the corporate chain. We are already seeing a small number of Chief IP Officers, and the number of experts in the boardroom is bound to grow as the value of IP increases.
What is next on the horizon for CPA Global?
Rolling out The IP Platform™ to our customer base will be a significant focus in the next few months. We are also planning to integrate new software services and apps that transform the amount of time and effort IP professionals will need to put into routine tasks. IP lawyers in the future will be spending less time on day-to-day tasks and more on shaping business strategy. CPA Global wants to be with them all the way.
ACCO Brands Corporation (NYSE: ACCO), one of the world's largest designers, marketers and manufacturers of branded business, academic and consumer products, recently announced that it has signed a definitive agreement to acquire Esselte Group Holdings AB (Esselte), a leading European office products company, from private equity firm J.W. Childs for $333 million in cash.
Esselte's 2015 sales were $458 million with adjusted EBITDA of $60 million. ACCO Brands plans to combine Esselte with its existing European operations, creating a pan-European leader in branded business products.
Esselte is a leading European manufacturer and marketer of office and consumer products. It takes products to market under the Leitz, Rapid and Esselte brands in the storage and organization, stapling and punch, business machines and do-it-yourself tools product categories. Through its combination with Esselte, ACCO Brands increases its scale and enhances its position as an industry leader in the European marketplace.
The transaction will be funded with cash and Euro-denominated bank debt. As part of the financing, and contingent upon the deal closing, the company intends to refinance its existing senior-secured credit facilities.
As part of the acquisition, ACCO Brands will assume an estimated $160 million of unfunded pension liabilities, net of associated deferred tax, predominantly in Germany. German pension law does not require pre-funding of pension liabilities, which will be payable over approximately the next 40 years.
The closing of the transaction is subject to the satisfaction of customary closing conditions, including regulatory approvals, and is expected to be completed in early 2017.
Turkish law firm, Paksoy, with a team led by Stéphanie Beghe Sönmez (Partner), together with Burak Kepkep (Senior Associate) and Zeynep Toma (Associate), advised ACCO Brands on the Turkish law aspects of this transaction, while Latham & Watkins acted as international counsel.
OpenDataSoft, a global data company offering publishing and sharing solutions for the private and public sector, recently announced a $5.5M Series A round of financing.
Funding comes from Aster Capital and Salesforce Ventures, with a follow-on investment from Aurinvest. The funding will primarily be used to expand OpenDataSoft’s operations globally, including continued expansion in France and Europe and acceleration of its North American business development.
OpenDataSoft has built a user-friendly, cloud-based data publishing and sharing platform to allow data to be easily visualized and reused by citizens, startups, or teams within city departments or organizations via APIs. OpenDataSoft’s platform offers more advanced features – such as real-time data processing – which are specifically relevant for Smart City and IoT projects.
OpenDataSoft is proud to be at the forefront of the global Data Revolution,” stated Jean-Marc Lazard, Co-Founder and CEO of OpenDataSoft. “Our platform, including our Open Data, Smart City, and even internal data exchange solutions, is used worldwide, seen in cities, governments, and private enterprises. Our philosophy is to work closely with our users, evolving the platform while also anticipating future trends in digital transformation. We believed it was the right time for us to seek additional funding in order to bring our platform to all four corners of the globe.”
The company plans to leverage the new funding to:
Interview with Fabrice Taloni, Associate at Taloni & Associés:
Please tell me about your involvement in the deal?
We were appointed by Aster Capital, in the name of the pool of investors, to carry out accounting, financial, tax and social security due diligence procedures applied to OpenDataSoft. While our scope of work encompassed all the usual accounting, tax and social matters, a special emphasis was placed on reviewing the company’s business plan, with a strong focus on its future cash flows.
Why is this a good deal for all involved?
OpenDataSoft is a pure player in the field of big data and offers a user-friendly interface to publish and share a large volume of data. This solution overcomes the high technical barriers which usually restrict the ability of organizations to publish and use the data they wish to share. Potential applications are therefore countless. As such, the pool of investors may expect a high ROI on their investment, while the amount invested will enable the Company to fuel its future growth and reach its full potential. On a more immediate and practical point of view, both investors and counsels could count on premium information communicated quickly and efficiently by the sell side, management and counsel; this smoothed out the whole process.
What challenges arose? How did you navigate them?
As usual with a software editor, the way revenue recognition and associated cash flows is reflected in the business plan is always an issue. It was of paramount importance to ensure that the model accurately reflected the timing difference between cash flow and revenue, in order to confirm adequacy of the level of cash invested. Our experience in this field, collected in the context of similar deals, was clearly an asset in the limited time-frame we had to carry out our procedures.
On a fiscal aspect, reporting the risk (or lack thereof) associated with research tax credits was also instrumental in helping investors to propose an adequate level of guarantees and indemnities. Our firm specialises in providing accounting and tax services to technology companies. We therefore have a solid knowledge of the tax and social incentives offered to the tech sector in France.
SpeedCast International Limited (ASX: SDA), a leading global satellite communications and network service provider, recently announced the acquisition of WINS Limited (WINS), a leading Europe-based provider of innovative broadband satellite communications and IT solutions for the maritime sector.
WINS provides services to over 100 passenger carrying vessels such as cruise liners and ferries and more than 2,000 merchant shipping vessels with a portfolio of VSAT, L-Band, Accounting Authority Services and International Maritime GSM service. The combination of SpeedCast's unrivaled global service and operational network and WINS' strong establishment in the European market will enable SpeedCast to grow its business rapidly in this exciting market.
"We are very pleased to welcome WINS to our family," SpeedCast CEO, Pierre-Jean Beylier, commented. "This acquisition is further affirmation of SpeedCast's growth strategies, and is a significant milestone for us. WINS brings a strong local presence in Germany, a major maritime market, as well as expertise in the cruise industry in Europe, a fast growing user of satellite communications. Together, we are well poised to expand our network to support the growing demand of VSAT services in the maritime sector." Pierre-Jean Beylier added.
Tony Mejlaq, Chairman and CEO of WINS said: "We founded WINS with a vision of connecting users in any location, no matter how remote. Becoming part of the SpeedCast family enables us to join a group with real international connections, providing us with access to new markets. We are very excited to join the SpeedCast family and deliver new service capabilities to our customers. Our customers will benefit from the enhanced customer service network and world class infrastructure."
Interview with George Gregory, Partner at RSM Malta:
Please tell me about your involvement in the deal?
We acted as business advisors on the deal and assisted the client in the compilation of the financial information relevant for due diligence purposes, setting up of an electronic data room, preparation of potential values of the company and identification of suitable fiscal solutions from a sellers' perspective.
Why is this a good deal for all involved?
This is a successful story on a number of different fronts. First of all, WINS Ltd was the result of a very successful combination of the vision of a local entrepreneur and the backing of an international European leader in the satellite communication industry.
In a period of some 10 years, the entrepreneur, supported by his Board and management, managed to build a business that was economical, efficient and nimble, enabling it to overcome market challenges that other more established operators had succumbed to. The company managed to secure market share through organic growth and through the acquisition and combinations of other European businesses operating in Sweden and Germany.
In time WINS became a leader in the industry, worth several million euros. Its relevance and success were such that it attracted the attention and respect of other global operators competing in this tough market.
The deal came at a time that enabled the shareholders of WINS to realise their investment when at its top potential. The deal also enabled the buyers to make quick headways in particular sectors of the market that WINS operated in.
What challenges arose? How did you navigate them?
The challenges were various, some relating to time, to technical matters and others to negotiating issues, but the focus was always very much on reaching an equitable settlement to the satisfaction of all the parties involved.
Roompot Vakanties is acquired by the French private equity firm PAI Partners. Both parties recently agreed upon this. The acquisition enables Roompot to further grow into a provider of quality recreational accommodations and accelerate the implementation of their future plans.
PAI Partners will acquire Roompot from Gilde Buy Out Partners, BNP Paribas Fortis, the current management of Roompot and the founder Henk van Koeveringe. The selling price is confidential and will not be made public, but is in conformity with market standards.
“The acquisition is in line with both our ambitions and financial aspirations,” says CEO Jurgen van Cutsem. "We already are the largest player in the recreational sector in the Netherlands. The goal now is to improve the quality of our parks and other accommodations, something we already started several years ago. Next to this, we are planning to expand and strengthen our current position by strategic acquisitions and the redevelopment of our current coastal locations.”
Currently, Roompot is mainly active in the Netherlands, Germany, Belgium and France. The focus of the company, which is originally from the Dutch region Zeeland, will remain on coastal recreational parks.
The acquisition only presents positive consequences for the guests and employees of Roompot Vakanties. After the acquisition, the workforce will be expanded in strategic locations. The new owner has also agreed that the current management will remain with Roompot for at least the following five years.
IK Investment Partners (IK) is pleased to announce that the IK VIII Fund has reached an agreement to acquire Granite Holding GmbH (‘SCHOCK’ or ‘the Company’), the world’s leading granite kitchen sink manufacturer, from HQ Equita. Financial terms of the transaction are not disclosed.
As the original inventor of the manufacturing technology commonly used in the production of granite sinks, SCHOCK has gained a reputation for innovation, quality and technological excellence. In fact, more than 60% of all quartz composite sinks manufactured worldwide are based on the production technique developed by SCHOCK. Based on a quartz-acryl composite developed by SCHOCK, the Company’s premium product is three times as hard as natural granite and superior in product performance to sinks made from other materials. The Company`s product line comprises sinks for every kitchen style and personal taste, with more than 200 sink models in as many as 40 different colours.
“We are on an exciting trajectory, building on recent product launches such as the CRISTADUR® EXTREME sink and on the repositioning of the SCHOCK brand. The Company is now well placed for the next phase of its development and IK’s industry expertise, excellent track record and broad network make them the ideal partner to help us achieve our long-term growth ambitions,” said Ralf Boberg, CEO of SCHOCK.
“With over 90 patents and a 21% global market share in granite kitchen sinks, SCHOCK is a high quality business and a true innovation leader within its niche. IK has a strong track record within the sector through investments in Hansa Group, Nobia and TCM Group and we are proud to have the opportunity to support the Company and its talented management team going forward. Together, we believe there are significant opportunities to grow the business both organically and through acquisitions while continuing to put the customers first,” said Detlef Dinsel, Partner at IK and advisor to the IK VIII Fund.
Completion of the transaction is subject to customary legal and regulatory approvals.
The acquisition of SCHOCK marks the IK VIII Fund’s second investment in Germany.
Interview with Jörg Preuß, Partner at KPMG AG WPG:
Here we speak exclusively to Jörg Preuß about his involvement in project Stone, the sale of Schock – a leading manufacturer of high quality sinks – by HQ Equita to IK Investment Partners and the challenges he faced along the way.
Please tell me a little about your work and your involvement in the deal?
I joined KPMG in 2009 with a focus on Strategy and Commercial Due Diligence projects, mostly for Private Equity investors. Over the years, I have been involved in a wide range of different industries, covering vendor as well as buy-side commercial due diligences and performance improvements.
Project Stone was an exciting analysis of the leading player in the granite sink market. Our focus was on the independent analysis of the market environment as well as the customer and competitor landscape. Based on our extensive analyses, we challenged management growth assumptions and validated the Business Plan, including providing an outlook on potential upsides beyond the management plan.
Why is this a good deal for all involved?
Schock is a fast-growing company which was supported by HQ Equita on its expansion path. Based on its leading market position, excellent products and favourable market trends, the company has a very positive outlook and the new investor can add its knowledge and financial capabilities to foster Schock's further growth.
What challenges were there? How did you tackle them?
The main challenge was that there was almost no specific market intelligence publicly available, especially for regions such as Asia. Some of the regional markets are at an early stage and are just about to develop. Therefore, we conducted in-depth discussions with market participants to understand and verify, for example, key market developments and trends, including differences in customer preferences and regional competitive landscapes. We also developed a market model to independently forecast market development. This model and our further analyses helped us to challenge the Business Plan by comparing it in detail with market development, specific customer feedback and the competitive intensity by region and product group.
Eurus Energy and YARD ENERGY clinched a long-term collaboration for the joint development of wind farm projects. The partnership kicks off with the acquisition by Eurus Energy of a majority stake in the portfolio of operational onshore wind farms in the Netherlands and Finland developed by YARD ENERGY.
Eurus Energy, a joint venture between Toyota Tsusho Corporation and Tokyo Electric Power Company, is Japan's leading renewable energy company involved in the development of wind power projects throughout the world, including the United States, Uruguay, the United Kingdom, Italy, Spain, Norway, Japan, South Korea and Australia. YARD ENERGY is founded in the Netherlands and engaged in the development and management of wind power projects located in Northern Europe, including the Netherlands, Finland and Poland.
With the acquisition of the wind farm portfolio in the Netherlands and Finland, Eurus Energy expands its global operational renewable projects portfolio by 100 MW.
The Dutch portfolio consists of 9 existing wind farm projects at locations across the Netherlands aggregating to a total capacity of 72.5 MW. Windpark Netterden (12 MW) is the latest project developed by YARD ENERGY and is operational since the third quarter of 2016. The other 8 wind farm projects are operational since 2011-2013.
The Finnish wind farm portfolio consist of two projects (‘Kankaanpäänmäki’ and ‘Mustaisneva’) combining a total capacity of 27.5 MW. These projects are realized on a turnkey basis by a joint venture between YARD and Maas Capital Renewables. As part of this transaction, Maas Capital Renewables also sold its stake in these projects.
By acquiring YARD ENERGY's wind farm projects, Eurus Energy sets foot in the Dutch and Finnish wind energy market for the first time. The newly established partnership between Eurus Energy and YARD ENERGY contributes to both companies' ambition to expand and strengthen their business in Europe.
Baker & McKenzie's Energy Mining & Infrastructure team acted as legal adviser for Eurus Energy in the transactions. The team is led by Weero Koster.
Interview with Weero Koster of Baker & McKenzie's Energy Mining & Infrastructure team:
Please tell me about your involvement in the deal?
As you know, Eurus Energy and YARD ENERGY have forged a long-term collaboration for the joint development of wind farm projects in the Netherlands and abroad. This is more than a one-off. The partnership kicks off with the acquisition of a majority stake in a portfolio of operational onshore wind farms. It then seeks further opportunities. We were involved from day one: meeting the parties and paving the way to a successful partnership. It was a true one of a kind. Eurus Energy is a joint venture between Toyota Tsusho Corporation and Tokyo Electric Power Company; it’s Japan's leading renewable energy company developing wind projects across the globe. YARD ENERGY was founded in the Netherlands and develops and manages wind power projects in Northern Europe. So: parties with very different backgrounds, but that share the same vision. We started with the memorandum of understanding and followed through with the due diligence, drafting and negotiation of the transaction documentation, and finally the restructuring of the group and completion.
Why is this a good deal for all involved?
By acquiring YARD ENERGY's wind farm projects, Eurus Energy sets foot in the Dutch and Finnish wind energy market. It expands its global operational renewable projects portfolio by roughly 100 MW. Eurus gains insight into local markets and opportunities and on-the-ground execution prowess. The collaboration provides YARD ENERGY with an ambitious partner who knows how to make a deal and work it in the long run. The newly established partnership contributes to both companies' ambition to expand and strengthen their business in Europe; each party brings its unique skill-set and gravitas to the table.
What challenges arose? How did you navigate them?
Every deal turns on its unique challenges and how you anticipate and resolve them. Here, there were two really. One was how to turn a diverse portfolio of modest sized projects into one tradeable asset, while serving the interests of many diverse stakeholders and investors. The other was matching the unchecked ambition of an eager development team with the experience and sheer execution power of a global giant. It all worked extremely well and the joint venture is set to embark on further sustainable projects.
MyBucks successfully placed its shares offered in its IPO and became the first African focused FinTech company to list on Frankfurt Stock Exchange. The offer had the volume of EUR 15.5 million including over-allotment.
MyBucks S.A., a Luxembourg-based FinTech company, that holds the three brands GetBucks, GetSure and GetBanked ("Company"), is listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The offer was fully subscribed. A total of 1,000,000 newly issued shares and an over-allotment of 150,000 shares have been allocated as part of the offering, amounting to a total offer volume of EUR 15.5 million (including over-allotment) based on the issue price of EUR 13.50 per share. To the extent the Greenshoe option provided to Hauck & Aufhäuser Privatbankiers KGaA, Frankfurt am Main ("Hauck & Aufhäuser") is exercised, up to 150,000 additional shares have been issued. Following the placement of all new shares and assuming the exercise of the Greenshoe option in full, approximately 19.3 per cent of the Company’s share capital (post-IPO) will be in public free float.
Dave van Niekerk, CEO of MyBucks, said: “The IPO is an important milestone for our Company’s growth as it will enable us to evolve our current business model in our existing operations, as well as expand into new markets. Our ultimate goal is to drive financial inclusion through digital technology.”
The shares of MyBucks includes trading on the Entry Standard of the Frankfurt Stock Exchange (ISIN: LU1404975507; WKN: A2AJLT) from 23 June 2016 onwards. Hauck & Aufhäuser acted as Sole Global Coordinator and Sole Bookrunner.
MyBucks is a FinTech company based in Luxembourg that delivers seamless financial services through technology. Through its brands GetBucks, GetBanked and GetSure the company offers unsecured consumer loans, banking solutions as well as insurance products to customers. MyBucks has experienced exponential growth since its inception in 2011 and has operations in nine African and two European countries. MyBucks aims to ensure that its product offering is accessible, simple and trustworthy, in comparison to traditional, non-technological methods, ultimately working towards enhancing the benefits to the customer. The MyBucks’ product offering enables customers to manage their financial affairs easily and conveniently.
