Understand Your Rights. Solve Your Legal Problems
Fund III has successfully concluded its final closing, securing total commitments of EUR 428m. This surpasses its predecessor fund by 33%. This third vintage fund will continue Volpi’s established success in partnering with founder and management teams across Europe to accelerate growth in B2B software and service sectors. With typical equity investments ranging from EUR 25-100 million in companies valued between EUR 50 million and EUR 200 million, Volpi aims to drive significant growth through strategic investments in product development, market expansion, technological advancement, and team building.
Fund III has already made investments in three companies: Xalient, Cyclomedia, and Yaveon. Each of these businesses has shown strong performance, indicating substantial potential for outsized returns for investors.
Loyens & Loeff Luxembourg assisted Volpi in relation to the launch and fundraising of this fund covering all legal, tax and finance aspects of the Fund’s operations.
Advisors:
Legal, Tax and Fund counsel to Volpi Capital
Fundraising Advisor to Volpi Capital
This successful issuance by The Commercial Bank of Kuwait (AI-Trijari) of the second tranche of Basel III compliant Tier 2 bonds had a value of KWD 50 million as well as the completion of the KWD 100 million subordinated Tier 2 Bonds programme.
This marked the first ever Tier 2 Bonds Programme set up in Kuwait.
Meysan acted as legal counsel to Kuwait Financial Centre K.S.C.P. (“Markaz”) providing legal expertise and support related to the Programme setup and the first and second tranches’ issuances. Meysan advised Markaz on corporate and regulatory approval requirements, filing and securing approvals from the Central Bank of Kuwait and Kuwait Capital Market Authority as well as drafting prospectus and transaction documents. Partner, Tarek Yehya led the team joined by Samar Jrade and Nour Mashmoushi. www.meysan.com
Our role extended beyond the successful second tranche issuance to include the establishment of the programme and the first tranche issuance. We were responsible for crafting the legal framework of the first ever Tier 2 Bonds Program. This involved a comprehensive approach, including drafting the base prospectus and the prospectuses for the first and second tranche issuances, as well as the offering documentation, Tier 2 bonds documents, and related transaction documents. We ensured that all legal aspects to the programme and the issuances complied with both the regulatory and financial requirements, including local securities regulations and international standards governing bonds. Our responsibilities also encompassed close coordination with Kuwait Capital Market Authority and Central Bank of Kuwait, as well as filing and securing timely regulatory approvals. We provided ongoing advice to Markaz acting as the lead manager and subscription agent throughout the process. The deployed strategy ensured a seamless and compliant issuance process that aligned with market demand, while balancing regulatory requirements and fulfilling Al-Tijari financial objectives. It also adhered to a strict timeline for executing the issuances to respond to prevailing market conditions.
Robust legal support is crucial for ensuring compliance with securities regulations. It also assures the preparation of a comprehensive and thorough transaction documentation, which reduces the risk of disputes and legal challenges. This enhances confidence in the issuance and positively affects demand.
Neglecting appropriate legal support increases exposure to regulatory sanctions and financial penalties, as well as disputes that could hinder the issuance and damage both the issuer’s and the subscription agent’s reputation and financial standing.
The transaction implicated multiple legal challenges, including the necessity to develop a comprehensive legal framework that ensures strict compliance with all regulatory requirements and international standards, and timely execution of the transaction. Careful consideration was granted to disclosing the risks associated with investing in the bonds, establishing a clear and transparent subscription process, and precisely defining the terms of the bonds. The second tranche issuance was completed in record time, with all filings and regulatory approvals secured, and the offering and transaction documents thoroughly prepared and executed in under 1.5 months. Meysan and Markaz’ respective teams worked closely together to navigate the complexities of the issuance process, adopted strategic approach to circumvent delays in the regulatory approval process. This swift and efficient execution fulfilled Al-Tijari’s objective of closing the issuance and completing the programme within the one-year term approved by the CMA, thus avoiding the need to extend its term.
Trade Interchange provides supplier management software that facilitates various organisations to reduce the risk and costs associated with managing large supplier bases. Their customers include NHS professionals, Sodexo, Whitbread and more. Their software is used by companies in 28 countries with 10 languages supported on the platform.
With this new support from Everfield they will be able to begin their plan to double in size in the coming years. The co-founder and chief-executive of Trade Interchange, Mike Edmunds will continue to lead the business. The acquisition also enables four other shareholders to exit the business.
This is Everfield’s 19th acquisition in Europe. They were given advice regarding technology from Shiker consulting.
Shiker Consulting is a technology partner to Everfield, supporting them on Tech Due Diligence and providing Technology advisory during acquisition processes. We have been working with Everfield since 2022, and have been part of most of their acquisitions, supporting them particularly on SaaS acquisitions.
Shiker is a boutique Tech Consulting firm with experienced consulting practitioners. Our team is led by Shiv, who has been a CIO for a £2bn SaaS global company previously. Tech DD team is led by Robert, who has previously led the Cloud Practise for global SaaS company. Tech DD is supported by Satya, who has completed 100+ M&A transactions, including 70+ IT/Tech DDs.
We collaborated closely, to provide the insights needed for Everfield to evaluate Trade Interchange from a tech perspective.
Shiker Consulting prides itself on providing value for money Tech Due Diligence Services specifically in the area of B2B software companies. We follow a 6-pillar approach in evaluating firms by analysing their Product portfolio and Roadmap, Tech Architecture, Software and Development practices, People skill set and Org structure, Security/Compliance and Customer Success.
It is critical that Everfield is fully aware of the tech landscape of the organisations they acquire. Without completing Tech DD, Everfield likely may not proceed with further stages of due diligence, or even to acquire an organisation.
In that scenario, advice from Shiker becomes one of the key factors towards progressing the deal to the next stage. Also, we make Everfield aware of the key areas they need to work on post the acquisition, so that the Operations team start the pre-work earlier, thereby advancing the portfolio improvement lifecycle.
Everfield’s strategy is to acquire growing B2B software firms and provide them with the right support to continue their success and to taking their achievements to the next level. We believe that Trade Interchange has a great partner in Everfield who will support their growth and help to expand into new markets. Trade interchange adds a modern and mature SaaS product to Everfield’s portfolio of Supplier Management software, thereby strengthening the range of services that Everfield’s SaaS products can provide.
Shiker’s expertise in evaluating SaaS organisations and software offerings is quite broad, which contributed to the smooth and swift completion of this transaction.
Thermo Fisher Scientific Acquires Olink
Thermo Fisher Scientific Inc. is the world leader in serving science, working and researching life science as a clinical research company. They are also a global supplier in analytical instruments, clinical development solutions and more. They work to deliver a cleaner, safer and healthier world with their customers at the forefront of their research.
With the completion of this acquisition of Olink, valued at approximately $3.1 billion with a net of $96 million this enables Olink to become part of Thermo Fisher’s Life Sciences Solutions segment.
Olink will support Thermo Fisher Scientific to level up in the high-growth proteomics market.
Baker McKenzie served as legal counsel for Olink throughout this acquisition.
“The divestment of Olink to Thermo Fisher Scientific is one of the largest public cross-border transactions that we've seen originate from Sweden lately, and a perfect fit for our cross-border capabilities.” says Henric Roth, partner and co-lead of the transaction. “Our teams in Stockholm and New York advised Olink seamlessly with the assistance from experts at Baker McKenzie office's in another ten countries across three continents. Drawing from our vast bench-strength across the globe, we were able to successfully assist the client in what turned out to be an intense transaction with a high-level of regulatory complexity.”
Those who took the bar exam in July 2024 are set to see a higher average in results than seen previously. The MBE is a 200 multiple choice question section which is taken over 6 hours. This is the only portion of the 2 day exam scored by the national conference and is able to provide a national forecast of pass rates. Individual pass rates are set to release in September into November, however the national average score on the MBE was 141.8 which is up 1.3 points from July 2023. This is also the highest average MBE score since 2014 showing an upward trend in pass rates.
The NCBE's scale means that if you get 60-66% correct, you should “pass” the MBE, depending on your jurisdiction's overall passage rate.
A large part of the increased results could be down to the applicants to law school which increased 13% in 2021. Many waited until after the pandemic to apply to further education courses which allowed law schools to be more selective of who they accept. If only the top applicants were accepted then having higher pass rates for the bar exam is on track.
California is considered to be the hardest bar exam based on the content and the low pass rate of just 34%.
Utah is knows for having one of the easiest bar exams to pass with a 94% pass rate for first time takers and a 73% pass rate for repeat takers in July 2023. It also has the lowest UBE cut score of 260.
The American Bar Association report that just over 78% of US law school graduates who took the exam in 2022 passed first time. In 2023 this increased to 79% of graduates passing first time.
The American Bar Association reports the main cause of stress in the legal field is the pressure to perform to an extremely high standard at all times as well as, strict deadlines, long working hours, demands from clients, colleagues and the court system. This makes working in the legal industry the most stressful occupation in the US, according to the U.S. Bureau of Labor stats.
We recently reported on UK Lawyers facing similar levels of stress as their US counterparts with as many as many as 37% of lawyers considering leaving their profession due to their mental health.
Forbes reports a study conducted with over 13,000 lawyers nationwide which highlights the substantial mental health issues faced by lawyers.
They found that 28% of lawyers experienced depression, 19% had anxiety, 21% had alcohol problems and 11% struggled with drug use at one time during their career.
Lawyers experience elevated levels of stress and loneliness as well as contemplate suicide at double to triple the rate of the general population.
The culture in the legal industry is one which does not leave room for discussions of mental health and taking the time to take care of yourself. This has had detrimental effects leading to more significant mental health issues as well as burnout and fatigue. Through taking care of your own mental health throughout your career and day-to-day life you can prevent burnout and live happier.
Law firms will benefit from having staff who take care of their mental health, this can lead to more productive work hours, reduced staff turnover and lawyers who are more inspired and ambitious to get top results.
To do this, law firms should set in place methods to help their staff and encourage mental wellbeing, At the beginning of 2024 the international bar association reported that approximately 3 quarters of law firms have initiatives in place to support mental health. Despite this there was a 24% increase of people contacting LawCare, a charity for legal professionals seeking help.
So, does this mean the initiatives are not working or that the culture in the legal industry will take more time to adapt?
The lack of ‘belonging’ was a key issue for legal professionals, showing appreciation could help staff well being making them feel their value. Celebrating the wins of all the staff and giving opportunities for development within their career. Additionally, allowing time for lawyers to discuss their personal lives and create personal friendships within the workplace can elevate morale.
With this acquisition Terre & Fils Investissement is able to expand their presence in the thematic media sector. They are integrating two French press titles that have been working for 40 years to renew the perspectives of readers.
Terre & Fils Investissement aim to continue the development of Terre Sauvage and Alpes Magazine, preserving their individual identity whilst investing in their growth. This will include an editorial overhaul planned for 2025, strengthening their contributor selection and digitising their reports and content formats.
Oria Media firm supported Terre & Fils Investissement with the intellectual and industrial property aspects.
"Oria Media IP / IT Team was very proud to support Terre & Fils in this acquisition and in particular the framing of editorial contents, copyrights, databases and brands."
Kroll Transaction Advisory Services provided Financial Due Diligence to Accrofab, a portfolio investment of Endless. The services were in connection with Accrofab’s acquisition of RTI Advanced Forming Limited from Howmet Aerospace.
RTI Advanced Forming Limited specialises in superplastic titanium forming and has an impressive customer base including aerospace OEMs and Tier-One suppliers. The acquired business will be separated from Howmet and integrated into the Accrofab group.
Accrofab was acquired by Endless LLP’s Enact fund III in 2023.
This acquisition will support the expansion of Accrofab’s position on single-aisle aircraft and grow their customer base across engine and structural precision engineered component enhancing the offering of Accrofab.
Kroll was engaged by Endless and Accrofab to conduct Financial Due Diligence including financial modelling and other advisory work. Kroll has a long-standing relationship with Endless and we were delighted to work with them again on this transaction.
I led a senior team of experienced professionals from the Transaction Advisory Services and wider Advisory teams that included Martin Gray (Managing Director), Paul Carter-Bell (Senior Director), Richard Li (Director), Lucy Edwards (Manager) and Adnan Hamarneh (Senior Associate)
Accrofab developed its initial investment rationale on RTI based on its knowledge of the business and market positioning. Rather than “boiling the ocean,” our approach is to spend time understanding the key drivers of the investment hypothesis and focusing our due diligence to robustly test and support the critical areas.
For example, RTI was part of the wider Howmet Group, and it was critical we understood the nature and quantum of intercompany costs and what benefit was provided to RTI in return for these costs. Had this work not been undertaken, there may have been additional costs post transaction that were not factored into the buyers’ investment decision and valuation. We helped the Accrofab and Endless teams to understand what the RTI business would look like in combination with Accrofab and the synergies that this would unlock.
By neglecting focused due diligence, acquirors risk taking on a business with significant, undiscovered liabilities that can result in real financial loss in the future. Conversely, by spending time understanding the real commercial and financial drivers of a target business, means potential synergies can be robustly quantified, thereby providing our clients with ammunition to successfully compete in a transaction auction process.
Absolutely! Every transaction and client are different, and it is critical to provide a service that is tailored to the client’s needs and the Target business.
On this transaction the data we had to work with was initially limited to a high level with insufficient detail to provide a deep enough insight into the commercial drivers of performance and the financial issues that needed to be understood. This was where our model of deploying a senior, experienced team paid dividends. We were able to leverage this experience to develop a comprehensive financial model to flex future scenarios and understand how the business would be able to react to various sensitivities.
"We like to work with clients we know. This allows us to tailor or approach to best support them. We believe in speaking to our clients regularly between transactions so we are aware of their pipeline and can offer our insights on sectors / geographies from across the firm."
As I mentioned earlier, we deploy hands on, senior-led teams. We understand that our clients hire us for our experience and our expertise and Endless in particular, wanted us to be an extension of their deal team. We brought expertise from multiple service-lines across Kroll but did so whilst maintaining an efficient team structure and providing huge value to our client. Our work fed directly into Endless’ Investment Committee paper, further supporting the deal team during the busy period leading up to signing.
The output of our work is a concise, issues-focused report that addresses the key risks and opportunities available to the client as part of the transaction. Of most value is the real-time advice and views we provide throughout the transaction – the report is a culmination of our client interactions – very much a ‘no surprises’ approach.
The acquisition is another step in Accrofab’s buy and build strategy and gives the business access to some unique engineering expertise as well as expanding its single-aisle aircraft offering. The acquisition will also provide the overall group with a more diversified customer base and will present revenue generating opportunities to both businesses. This would not have been possible without this transaction.
Province, LLC is a nationally recognised leader in restructuring and financial advisory services and offers a range of services which are designed to aid institutional investors, debtors, creditors and trustees in managing complex challenges. Province has a strong foothold in the market which is reflected through its high rankings in advisory league tables.
Trivest Partners is a private equity firm that specialises in the middle market. Trivest invested in Province to build on its success and expand its presence and growth potential in the restructuring market.
A team from GTC Law Group PC & Affiliates acted as legal advisors to Province throughout this investment process. GTC congratulates its client, Province, in its transaction with Trivest Partners.
“GTC Law Group PC & Affiliates is pleased to have had the opportunity to guide Province through the transaction with Trivest Partners and looks forward to watching the business and partnership flourish.”
GTC Law Group PC & Affiliates is a premier IP and M&A boutique law firms, delivering uniquely efficient business, transactional and IP legal services to some of the world’s most innovative companies and most sophisticated investors. Please visit our website, www.gtclawgroup.com, for more information about our practices, experience and personnel.
QX Global Group is a leading provider of business process management (BPM) services. It specialises in business and digital transformation, BPM, and consulting services within the accounting, recruitment, real estate, manufacturing, public sector, higher education, healthcare, CPG, retail, and utilities sectors. With over 3,000 staff operating across 18 countries, QX saw revenue grow by approximately 30% over the past 12 months. Long Ridge's £100 million+ investment will help support further platform development and global expansion.
QX spent over a year considering the attributes of potential investment partners. Ultimately, the QX leadership team hand-picked Long Ridge because of their experience in the tech-enabled services industry and excellent track record of partnering with fast-growing, high-potential businesses like QX.
Pom Chakravarti, who previously served as QX’s Chief Strategy Officer, assumes the role of Group CEO, and Abidali Neemuchwala, an advisor on Long Ridge's Executive Council, joins as Chairman. Founder and Executive Chairman Chris Robinson has stepped down from the Board after leading the business for the past 20 years.
"Harry Knight, Corporate Finance Director at Corbett Keeling, commented: “We’ve had the privilege of partnering with QX for the past five years, supporting them through their acquisition of Chazey Partners in 2021, and now guiding them to a successful conclusion with Long Ridge. Completing this £100 million+ deal marks a significant milestone for QX, and we take immense pride in having played a key role in bringing their partnership with Long Ridge to fruition over the past year. The growth potential, as validated by EY, is tremendous. It’s no wonder that QX attracted significant interest from investors from the very beginning.”
