German financial services group Wüstenrot & Württembergische AG (W&W) have acquired 75% of the share in Munich-based FinTech company treefin AG. This marks an important step in W&W Group’s digital strategy.

In 2015, Treefin AG launched its self-developed finance assistant on the market with great success. The product supports its user as constant companion for financial services. Furthermore, the app is able to recognise areas for improvement and optimization of financial services used, as well as a way to detect cost cutting possibilities and notifies the user accordingly. The digital finance assistant is tailored to the needs of W&W customers and will be made available to such customers during the course of this year.

This transaction is the first takeover of an InsurTech startup by a listed insurance company.

Interview with Christian R. Kast, Attorney at Anwaltscontor Lindwurmstrasse

 Please tell me about your involvement in the deal?

I was involved in the transaction as I am a specialist in Information Technology law and am experienced in deals involving intellectual property rights, as well as legal-technical challenges in regards to modern technology, as developed by Treefin. This transaction was the first takeover of an InsurTech start up by a listed insurance company; the deal structure had to respect the different structures of both companies engaged in this deal.

My special focus in this deal was implementing the IP and IT contracts in the overall transaction process. It was crucial for the buyer to secure all technology related rights and to assure that Treefin can provide its existing services to the market and extend the services for the customers of the new shareholder. My role was to structure the IT and IP contracts and identifying and solving interdependencies to the acquiring contracts.

Why is this a good deal for all involved?

With this transaction, W&W as buyer in the majority stake of Treefin did not only acquire a modern, technology driven company, but also a team experienced in the relevant markets and the technology involved. All parties agreed that Treefin provides its services and technology within the W&W Group as well as generally in the market. Both aspects were included in the contracts and met the expectations of all participants.

What challenges arose? How did you navigate them?

One of the biggest challenges was to implement the technology driven contracts in parallel to the “classical” merger contracts. Normally these contracts are not affected in a way as they were within this deal; different W&W group companies and different legal areas had to be considered. We formed two teams, one implementing the deal structure, the other implementing the technical contracts. Both teams on buyer and seller side included technical and legal team members. The navigation through the tasks worked well, as both legal teams (M&A and IT/IP) on each side were well connected and worked seamlessly as one team in respect to the complete deal.

KKR will launch a voluntary public tender offer for GfK at a price of €43.50 per share in an all-cash transaction. The offer was announced by KKR and will represent an attractive premium of about 44% to the estimated three-month volume weighted average share price prior to the announcement. GfK Verein will retain its majority shareholding in GfK of 56.46% and the Management Board members intend to tender their personal shares. The headquarters of GfK will remain in Nuremberg, Germany and KKR intends to support the growth of the company and its further transformation into a globally leading provider of integrated, technology-based market research services.

GfK SE (“GfK”) and Acceleratio Capital N.V., a holding company controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. (together with affiliates, “KKR”) announced that they have signed an investor agreement under which KKR will launch a voluntary public tender offer for all outstanding publicly-traded shares of GfK for EUR 43.50 per share in an all-cash transaction. GfK’s Management and Supervisory Boards have approved the Investor Agreement. Subject to the terms and conditions of the Investor Agreement and their statutory fiduciary duties, in particular the review of the offer document to be published by KKR, GfK’s Management Board and Supervisory Board welcome and support the voluntary tender offer.

Pursuant to KKR’s announcement, the offer represents an attractive premium of about 44% to the estimated three-month volume weighted average share price prior to the announcement. According to KKR, the tender offer will – inter alia – be subject to a minimum acceptance condition of 18.54 percent. The consummation of the transaction is subject to merger control and approvals by foreign investment authorities. As announced by KKR, the transaction will be financed by the bidder and not impact GfK’s balance sheet. The members of the Management Board intend to accept the offer and to tender their personal shares.

GfK has been informed that GfK’s majority shareholder GfK Verein and KKR intend to jointly support GfK’s further strategic transformation and pave the way for sustainable profitable growth and that they have entered into a shareholder agreement and a non-tender provision pursuant to which GfK Verein will not tender any shares and will remain the majority shareholder of GfK with a stake of 56.46 percent. GfK has been informed that the shareholder agreement is subject to the closing of the voluntary tender offer.

Deutsche Bank is acting as financial advisor and Jones Day is acting as legal advisor to the Management Board of GfK. Metzler Corporate Finance is acting as financial advisor and White & Case as legal advisor to the Supervisory Board of GfK.

True Capital announced the majority acquisition of Blackbird Retail Holdings, owner of one of the UK’s largest online furniture retailers, The Cotswold Company. The firm will partner with the existing management team to lead the company through its next stage of growth, using its sector specialist expertise to accelerate online growth, expand product and category ranges and increase The Cotswold Company’s showroom footprint across the UK.

Founded in 1996, The Cotswold Company was acquired by Blackbird Retail Holdings in a purchase led by Kevin Johnson and James Birtwhistle in 2009. The company sells high quality oak, pine, painted furniture and accessories with a market leading value proposition. The company handles over 100,000 orders every year from its 170,000 sq ft warehouse in Wednesbury. The business, which generates annual revenues in excess of £35m has delivered strong compound annual sales and EBITDA growth over the last four years, and with True Capital’s support it is very well positioned to continue that trajectory.

The online retail furniture market has grown rapidly in recent years with double digit growth, and is expected to keep growing at a compound annual growth (CAGR) of around 13% to 2020, according to Verdict and Forrester research.

Gordon Segal, founder of the US based $1bn turnover furniture retailer Crate&Barrel, whose family office, Prairie Management Group, is a significant investor in the True Capital fund, will play an active role in the company, particularly around product, real estate and supply chain following the transaction.

Matt Truman, CEO and co-founder of True Capital comments: “In The Cotswold Company we identified a strong business exposed to the right structural growth trends, with excellent financial metrics, driven and executed by exceptional founders and a world class management team. Gordon Segal’s involvement in this acquisition is another great example of our sector ecosystem and I am sure he will prove to be a fantastic asset for the company going forward.”

Kevin Johnson, CEO of The Cotswold Company, comments: “In True Capital we have found a partner to take our business to the next level, whilst allowing us to adopt new technologies that will benefit our customers’ experiences. Throughout the process, which took just eight weeks, it was evident that the professionalism, experience, spirit of partnership and retail network that True Capital will bring to our business is second to none.”

True Capital was advised by Jones Day and PwC. The shareholders of Blackbird Retail Holdings were advised by Livingstone Partners, JDC Corporate Finance and Pinsent Masons.

 Gray Dawes Travel has announced the acquisition of Travel Management Group Plc (TMG) and Cambridge Business Travel (CBT) in simultaneous completions. The price of the acquisitions has not been disclosed.

These latest deals follow on from Gray Dawes acquisition of Business Travel Partnership and Travel Focus in 2015. Gray Dawes, listed as 29th largest TMC in the UK (according to Buying Business Travel Magazine, May/June 2016) with annual sales of £46m has acquired TMG, listed as the 36th largest TMC with sales of £38m. The annual sales of CBT have not been disclosed.

Commenting on the latest acquisitions, Suzanne Horner, CEO of Gray Dawes said: “having Travel Management Group and Cambridge Business Travel join Gray Dawes brings 2016 to an exciting and satisfying close. The goal has been to propel our business into one of the 20 largest TMCs in the UK trading in excess of £100m per year. These acquisitions enable us to achieve this strategic position in 2017. The staff and customers of both companies are an excellent fit for Gray Dawes and their locations of Leamington Spa and Cambridge provide us with new geographic opportunity. Together with our recent appointment as member of Radius Travel, Gray Dawes now brings the benefits of scale and global reach to our ever-growing customer base.”

Ian Dunwoody, Chairman of TMG also commented, “Gray Dawes acquisition of TMG provides a major growth opportunity for both our business and extended services for our clients. With the stability and backing of one of the longest established TMCs in the country, TMG customers will benefit from even wider products, services and innovation.”

About Gray Dawes Travel

Gray Dawes Travel is a leading UK based travel management company located in London and Colchester, Essex. With key customers in global banking, insurance and luxury retail, Gray Dawes online and offline solutions blend to deliver customers’ individual corporate travel and expense objectives. Gray Dawes ‘Events in Focus’ delivers innovative MICE solutions to corporations, government departments and high net-worth individuals.

 Avant Energy S. de R.L. de C.V. (“Avant Energy” or “the Company”) a newly-established Mexican energy company, announced that Riverstone Holdings, an energy and power-focused private investment firm, has agreed to an initial line-of-equity investment of $150 million in the Company, which can be increased to $300 million once this initial capital has been invested. Avant Energy executives have also made additional capital commitments for undisclosed amounts.

With offices in Mexico City, Monterrey and Houston, Avant Energy will focus on the development, construction and operation of infrastructure for Mexico’s oil, natural gas, refined products and electricity sectors, as well as participate in the recently liberalized markets for these products and services.

The company will be led by Jaime de la Rosa, Luis Farias, Jaime Williams, and Antonio Noyola, Senior Executives with extensive track records at companies including Cemex, Gas Natural Fenosa, Mitsui Power Americas and Gas Industrial de Monterrey. They will be joined by Lenny Lee, Roy Piskadlo, and Richard Jefferis, a group of experienced international executives who have held numerous leadership positions at firms including Entergy-Koch, Merrill Lynch Commodities, and AES.

Mr. De la Rosa stated: “We are very pleased to announce the launch of Avant Energy and our partnership with Riverstone, one of the world’s most experienced energy investors.” Mr. Williams noted: “We look forward to making meaningful contributions to the growth, reliability and efficiency of Mexico’s energy sector over the coming years.”

About Riverstone Holdings LLC

Riverstone Holdings LLC is an energy and power-focused private investment firm founded in 2000 by David M. Leuschen and Pierre F. Lapeyre, Jr. with over $34 billion of capital raised. Riverstone conducts buyout and growth capital investments in the exploration & production, midstream, oilfield services, power, and renewable sectors of the energy industry.

About Avant Energy S. de R.L. de C.V.

Avant Energy is a Mexican company focused on the development, construction and operation of infrastructure for the country’s oil, natural gas, refined products and electricity sectors, as well as on participation in the recently liberalized markets for these products and services.

The management team was represented by Don Looper of Looper Goodwine, PC, in Houston Texas. Riverstone was represented by the New York office of Vinson Elkins.

The Freedman Electronics Group, home to pro audio brands: RØDE Microphones, Event Electronics and Aphex, expanded its company portfolio, purchasing the surround sound recording marque SoundField from TSL Products, the industry leading broadcast equipment manufacturer.

RØDE Founder and Managing Director Peter Freedman AM and TSL Products’ Managing Director Chris Exelby sealed a deal that now sees Freedman Electronics take control over the entire SoundField company, including the current product line as well as all IP associated with the iconic brand. The existing product line will continue, and all support and warranty for SoundField products will now be handled through the new entity. TSL Products will retain the upmix/downmix processing product range, which will be rebranded.

The Freedman Electronics Group MD is ecstatic with the purchase. “I’m extremely excited we have added the SoundField product line to the Group”, said Peter Freedman. “RØDE is a power player in studio and live microphones and the world’s market leader in on-camera mics, so adding a product line like SoundField – with its unique surround sound microphones and applications – to our portfolio is a real step for the Freedman Electronics Group.”

SoundField invented 360-degree surround sound – or ambisonic – audio capture technology in 1978, and remains the premier brand in the world. Today the range includes innovative ambisonic microphones, and systems/apps for broadcast, music and location recording. “The applications for cinema, home theatre, music, gaming and, crucially, the rapidly growing Virtual Reality medium are astounding. SoundField created the technologies that are now benchmark equipment for capturing responsive atmosphere and a stunning sonic world,” added Freedman.

Chris Exelby, Managing Director, TSL Products, commented, “We’re proud to have brought the revolutionary SoundField microphone and processor range to its current prominence across many sectors, from live sports and broadcast events to music recording, and now to VR.”

TSL Products’ Product Director Pieter Schillebeeckx joined The Freedman Electronics Group as New Product Development (NPD) Director in January 2017. He has been working on the SoundField technologies for 16 years and is unarguably a world leader in pro audio product and R&D workflow.

“I’m looking forward to a terrific new challenge,” Schillebeeckx says. “RØDE is simply the envy of the audio industry and, with Peter Freedman’s vision on both product innovation and market strategy, this is a great opportunity to develop new technologies and be part of the ongoing audio revolution that RØDE is building. To be able to live and work in such a beautiful country as Australia is really a bonus.”

Interview with Matthew Quade, Managing Director at Advantage Business Partnerships

Please tell me about your involvement in the deal?

Advantage Business Partnerships acted for the vendor in providing commercial vendor due diligence responses to the purchaser and advising on structural options for the deal, as well as coordinating the various legal and tax advisors on both sides and the correspondence between all parties - effectively project managing the overall deal. We also provided an interim Director appointee to help facilitate completion in the absence of any other person able to act.

Why is this a good deal for all involved?

The vendor felt it had taken this product line as far as it could in a niche market and had greater opportunities in other product lines which were more core to its primary customer base globally. The sale enables the business to invest for growth across the remaining product lines by accelerating R&D and entry into new markets.

For the purchaser, this was a niche product and accompanying technology which slotted perfectly into its existing product offerings and enabled it to immediately offer a product line it might otherwise have spent perhaps two years developing.

What challenges arose? How did you navigate them?

Time zones and availability of key individuals who were roaming the globe throughout negotiations was one challenge. It is always difficult for small businesses to find time to focus on a deal like this when everyone is multi-tasking and has key day-to-day management tasks to contend with. My colleagues and I, at Advantage Business Partnerships alleviate this by providing the expert commercial management and focus to keep the deal moving.

In addition, we encountered some challenges around New South Wales law (the domicile of the purchaser) and the requirements that laid down in order to reach a completion all sides could accept was legally valid and not likely to be challenged. This just required some sensible renegotiation and flexibility combined with determination on all sides to overcome, which was ultimately achieved without damaging goodwill or costly delays. We at Advantage Business Partnerships were able to assist in soothing concerns and making sure the deal didn't unduly stall despite the additional hurdles.

Belgian Real Estate developer ATENOR announced today the sale of VACI GREENS Building C to Czech investment fund ZFP realitní fond (managed by ZFP Investments).

This Building is one of the three buildings completed by ATENOR within its successful VACI GREENS development in Budapest. Building C, completed in June 2015, comprises 18,500m² office space, fully let to GENERAL ELECTRIC.

The whole VACI GREENS development, initiated by ATENOR in 2008, will comprise six office buildings, totalling over 120,000m² Grade A office space. Ideally located within the fast developing business area of the VACI CORRIDOR, the development obtained the highest BREEAM environmental certification, as well as several International Real Estate awards. It attracted prestigious tenants, in particular, GENERAL ELECTRIC which selected VACI GREENS to establish its European Global Operations Centre.

The impact of this sale confirms the latest disclosed ATENOR’s forecast for 2016. Investment market has been recently very active in Budapest and various investors demonstrate a strong interest for the purchase of buildings A (15,700m², 88% let to various tenants) and B (25,300m², 65% let).

ZFP Investments is the Czech subsidiary of IAD Investments - the oldest Slovak mutual fund manager with history since 1991. Its activities are spread throughout Slovak Republic, Czech Republic, and other countries of Central Europe. The current asset under management of the IAD Investments’ funds is ca. € 420 million

Oppenheim acted for the buyer, ZFP Real Estate Fund managed by ZFP Investments. Being the head of our Real Estate Practice Márk Pintér personally led the transaction and was supported by several associates of the Real Estate Practice Group, as well as the firm’s other practice groups such as Finance and Regulatory.

Coventya Beteiligungs GmbH ("Coventya"), a specialty chemicals company active in the field of surface treatment, signed a share purchase agreement with the selling shareholders on 21 December 2016 for acquisition of 80% of the shares in Politeknik Metal Sanayi ve Ticaret A.Ş., a public company, shares of which are currently traded on Emerging Companies Market, and operating in the aluminium surface treatment industry. The closing is subject to fulfilment of certain condition precedents.

Paksoy is pleased to announce that Elvan Aziz (Partner - M&A), Ömer Çollak (Partner - Capital Markets), Nazlı Bezirci (Senior Associate - M&A), Ökkeş Şahan (Senior Associate - Capital Markets) and Yasemin Ozman (Associate - M&A) advised Coventya in this transaction, including due diligence, drafting and negotiation of the transaction documents.

The company signs an agreement to acquire the operations of Banvit, the country’s largest poultry producer and market Leader

In yet another step in its international expansion, BRF arrives in Turkey, the world’s largest consumer of halal chicken, to acquire the operations of Banvit, the country’s largest poultry producer and market leader. The transaction will be via a joint venture between BRF and Qatar Investment Authority (QIA), the sovereign fund of Qatar, which will hold 60% and 40% interests, respectively.
“The units are located in the country’s West, which concentrates most consumers, and East, which positions it as the only company capable of serving both the domestic and export markets,” said Pedro Faria, Global CEO of BRF.
The assets of Banvit will be incorporated into OneFoods, a BRF subsidiary led by Patricio Rohner and dedicated to the halal market. “The acquisition of Banvit is the first step on the agenda to accelerate the growth of OneFoods, which holds market share in chicken products of approximately 45% in Saudi Arabia, United Arab Emirates, Kuwait, Qatar and Oman, countries where it operates with its own distribution and a broad product portfolio,” explained Rohner.
Turkey, which has a population of 80 million, accounts for 10% the global consumption of halal poultry. Even so, local per-capita chicken consumption is low, at around 20 kilogrammes per year, and the penetration of processed food products is low, which means that the Turkish market offers excellent potential for growth. “In addition to the growth opportunities offered by the Turkish market, especially in processed products, we see important commercial and operational synergies to capture by integrating the operations of Banvit and OneFoods, which will further consolidate our strength and leadership in the halal animal protein market,” said Rohner.
The consummation of the transaction, which in its first phase involves the acquisition of a 79.5% interest in Banvit, followed later by a tender offer for the remaining minority interest of 20.5%, is subject to fulfilment of the conditions precedent in the final documents, including approval by the antitrust authority. Banvit’s firm value was estimated at $470 million.

Interview by Gazme Çiğdemtekin Özer  and Tuna Çakırca, Partner at Cigdemtekin Dora Cakirca Aranci

 Please tell me about your involvement in the deal?

Cigdemtekin Dora Cakirca Aranci acted as the exclusive legal counsel to the controlling shareholders of Banvit: Görener family, Koçman Family and Aabar Investments PJS. The transaction was a private auction process and we assisted the Sellers in preparation and organisation of the entire auction process together with financial and strategy advisors. We assisted the target company to prepare a data room, prepared the transaction documents and negotiated the transaction documents on behalf of the Sellers.

Why is this a good deal for all involved?

The Sellers will be receiving the return of the investment and the value which they have created over years.  A valuable asset like Banvit will give BRF a strong entry into Turkey, a market where BRF is not currently present. BRF understands that the Turkish market represents a unique opportunity to operate in one of the largest protein markets in the world, aligned with BRF’s goal of bringing consumers access to quality food products. We also believe the holders of the shares listed on Borsa Istanbul will gain good benefit and return on their investments since the transaction will require a mandatory tender offer to be conducted after closing.

What challenges arose? How did you navigate them?

Turkey is going through a difficult phase with respect to the attempted coup and Syrian war and their impacts in the country.  These factors generally affect the appetite of foreign investors to invest in Turkey.  So, it was important to demonstrate to the investors: (i) the strength of Banvit as the leading player in its sector and its strong presence domestically, as well as in CEE and Middle East; and (ii) the growth opportunities in Turkey and in the region offered by the acquisition of Banvit.  Also, there were different approaches of the parties with respect to risk sharing and there was a big gap between the expectations of the parties, nevertheless we managed to bridge this gap by using certain products which are fairly new to the Turkish market. Since Banvit is a listed company, the process required all parties to observe interests of minority shareholders, requirements of the capital markets legislation, as well as requests by the Capital Markets Board and Borsa Istanbul.  While this aspect of the transaction was a challange from time to time, it was handled smoothly.