transactions récentes (France)

Holding Trophy, qui regroupe plusieurs marques d’équipement pour moto, a acquis 95% de Bagster, leader français de la bagagerie souple et des protections pour motos et scooters auprès des fondateurs, de 3 fonds d’investissement et le solde auprès du public, la société étant cotée au marché libre de Paris. Holding Trophy, devrait réaliser un CA d’environ 40 M€ en 2006.

Transactions récentes : (UK / France)

Fenner, le spécialiste anglais des polymères (472 M € de CA) a acquis ECG, filiale américaine de Plastic Omnium (division 3P: produits plastiques performants) spécialisée dans les produits plastiques de haute précision pour l’Industrie pétrolière et gazière.

transactions récentes (Pays Bas)

Vedior NV, l’un des leaders du travail temporaire dans le monde (7 milliards € de CA) a acquis Voxius, le leader hollandais de l’intérim pour les professions juridiques.

Les associés à Paris

Thierry Chetrit fonde intuitucapital en 1998, développant des activités de conseil en fusions-acquisitions, placement privé et d’investissement.
En 2004, il co-fonde CLAIRFIELD CorporateFinance, réseau international de conseil en fusions-acquisitions et corporate finance, dont il est BoardMember.
Précédemment,Directeur Général de BBDO (OmnicomGroup, NYSE), Thierry a débutésa carrière chez PriceWaterhouseCoopers.

Hubert Lebruna débuté sa carrière au CEA, puis a exercédes responsabilités de Directeur général pendant 25 ans dans plusieurs PME industrielles : Rokal, une filiale allemande des Ciments Lafarge, Ateliers Bouvier, la filiale française du Groupe AnchorDarling Industries (valves nucléaires, turbines hydrauliques -USA) et Brent S.A., la filiale française de BrentInternational (chimie de spécialité-U.K.). Hubert bénéficie, en plus de son expérience industrielle,de 12 ans d’expérience en conseil en fusions-acquisitions. Hubert estdiplôméen Mathématiques de l’école Polytechnique, ainsi qu’en Physique nucléaire.


Stefano Ermacoraa débutéen 1991 chez AllianzAG en finance. Il poursuit sa carrière dans un cabinet de conseil en management stratégique dédiéaux énergies alternatives, dans lesquelles il est expert, puis chez West Merchant Bank(Groupe West LB) en tant que Senior Managerdans le département Fusions et Acquisitions. Avant de rejoindre intuitucapital, Stefanoa passé8 ans en tant que Partnerd’un cabinet de conseil en M&A midcapsbaséàCologne. Stefanoest quadrilingue(Italien, Français, Allemand, Anglais),titulaire d’un MasterEuropéen en ManagementInternational.

Georges Hazancompte 20 années d’expérience dans les fusions-acquisitions, le capital-investissement et le conseil stratégiquedans les secteurs des technologies avancées. En 1989, il fonde CICT au Canada, une sociétéde conseil en fusions-acquisitions spécialisée dans le «hightech»qu’il développe ensuite avec des bureaux àBoston, SanFrancisco, Toronto, Montréal, Londres et Tel Aviv, créant ainsi un réseau international àtravers lequel Georges contribue àune centaine de transactions de valeurs jusqu’à500 millions de dollars, pour des clients tels que NortelNetworks, Teleglobe, Alcatel, EiconNetworks, Sun, Cisco Systems, 3Com, Cable& Wirelessainsi que des fonds d’investissement spécialisés dans les nouvelles technologies. Précédemment, Georges a eu des responsabilités opérationnelles dans des groupes technologiques au Canada et aux Etats-Unis, tels que Dun& Bradstreetet ADP, ainsi que Synerlogic dont il conduit la fusion avec Accenture. Georges siège au conseil d’administration de plusieurs sociétés de technologies.

Charles-Antoine Cayez a commencé sa carrière dans une filiale allemande du groupe français Carbonne Lorraine avant de rejoindre Unilog, la société française cotée de conseilen technologie de l’information. Préalablement, il a acquis3 annéesd’expériences en fusions-acquisitions à la Société Générale et à Epsilon Finance, un cabinet indépendant. Diplômé de l’école d’ingénieur ENSEM (Nancy) et titulaire duMaster’s in European Business de l’ESCP-EAP (Paris/Berlin), Charles-Antoine parleFrançais, Allemandet Anglais.

New colleagues

Intuitucapital, Clairfield’s French partner, recently appointed Eric Pierson as partner. Mr. Pierson has 15 years experience in M&A in Europe and the US. From 1993 to 2001, he was head of corporate development and treasurer of Rexel, inc. (formerly part of the French PPR group, now owned by CD&R). From 2001 to 2003, as vice president of international acquisitions for
the UK sub-prime auto loan portfolio and assisted in three acquisitions outside the US. Mr. Pierson
started his career in management consulting at Bain & Company in Paris after graduating from HEC.

Gerd Hänel has joined Clairfield partner Syncap’s advisory board. Dr. Hänel studied economics and political science at the University of Berlin and received his Ph.D. in business administration. He also holds an MBA from INSEAD, Fontainebleau. Dr. Hänel has held senior management positions at Reemtsma, L’Oréal, Hakle Werke GmbH, Kimberly-Clark, GfK, and Gardena. SynCap has also appointed Daniel Tümpel as senior associate. Mr. Tümpel studied at the University of Amsterdam and at the University of Central England and holds a degree in business administration.

Mr. Tümpel previously worked at MeesPierson, Morgan Stanley, and Corporate Value Associates.
Coram Clairfield in Barcelona recently appointed three new analysts.

Selected Transactions Q3

Steelforce sells 55% interest to Next Capital

Next Capital has invested AU$ 35 million to acquire a 55% interest in Steelforce Australia Limited.
Steelforce is primarily a steel distribution company with businesses in Brisbane and Sydney. Steelforce recently opened a steel pipe and tube manufacturing business in China. As part of the transaction, Steelforce acquired the outstanding 50% ownership of SydSteel Pty Ltd, a subsidiary company, and the outstanding 25% interest in Steelforce China, the manufacturing subsidiary based in China. The founders also took the opportunity for a partial sell-down of their interests in the company. All founders remain involved in Steelforce. Clairfield’s Australian partner InterFinancial Limited acted as exclusive advisor to Steelforce.

Natexis-Cape acquires majority stake in Eutourist

Private equity fund Natexis-Cape bought Eutourist SpA. Eutourist SpA is a catering company with
turnover of € 25 million. Natexis-Cape is a private equity firm focusing on small and medium-sized
companies in the north of Italy. The transaction was a family buyout.

Natexis-Cape acquired 80 % of the shares and the founder’s family acquired the remaining shares. The equity value was 20 million euros with an additional five million euros of potential earn-out. The transaction was advised by K Finance, Clairfield’s Italian partner.

Management buyout of Publicis Paname

Clairfield France led a management buyout of the corporate communications division of the advertising group Publicis. The investment division of Clairfield France, intuitucapital investments
SC, acquired a 60% stake in the new company, FairValue Corporate Communication. Management of the company holds the remaining 40%. FairValue Corporate Communication provides public relations and corporate image consulting services with clients in wide-ranging fields, including the law firm Herbert Smith, strategic consultants Mercer, the gold-mining company Cluff Gold, and call centers B2S.

Cross Value sold to Nextedia

Clairfield France sold CrossValue, an online marketing consulting company, to Nextedia. Nextedia is a web-marketing group that offers a full range of Internet-marketing services, including online advertising, loyalty programs, and search marketing. CrossValue’s main clients include Total, Française des Jeux, and Bongrain. The previous owners of CrossValue were its management, with a 75% stake, and the investment arm of Clairfield France, intuitucapital investments, with a 25 % stake.

gopublic sold to lepublicsystème

Clairfield’s French partner, intuitucapital, conducted the sale of gopublic, a public relations agency, to Le Public Système. Le Public Système is a communications group listed on the Paris Stock Exchange, with sales of € 80 million in 2005. gopublic’s main clients are Vinci, Noos, Virgin, Nestlé Waters, and Intermarché. The company was owned by its management (40%) and intuitucapital (60%). The acquisition was paid with 65% in cash and 35% in shares. Vedior divests ISU Clairfield’s German partner, SynCap Management GmbH, acted as exclusive advisor to Vedior N.V. in its divestiture of ISU Personaldienstleistungen GmbH. ISU was sold to BayernLB Private Equity. ISU is a temporary staffing company with projected sales for 2006 of 25 million euros.

Bayern LB Private Equity is the fully-owned PE subsidiary of Bayerische Landesbank Girozentrale with a total balance sheet of € 340 billion and 9500 employees.
Keddy sold to Europcar Europcar, the leading European car rental firm, has acquired Keddy Car & Truck from LeasePlan Corporation. Keddy is the top short-term business-to-business car rental outfit in Belgium with a fleet of 3400 vehicles, catering primarily to trade clients. Clairfield’s Dutch partner, Boer & Croon Corporate Finance+, acted as exclusive advisor to the sellers.

Spyker Cars

Spyker, the Dutch luxury sportscar manufacturer and owner of Formula One team Spyker MF1 Racing, has reached an agreement with Friesland Bank for a new credit facility. Spyker selected Friesland Bank for expansion of its working capital facility in order to finance growth and the working capital necessary for the production of a new sports utility vehicle. Clairfield’s partner in the Netherlands, Boer & Croon Corporate Finance+, acted as exclusive advisor to Spyker.

Paul Rogers, in memoriam

Paul Rogers, managing director of Clairfield’s Australian partner, InterFinancial Limited, passed
away after a short illness on 14 August 2006 at the age of 53. Mr. Rogers was managing director of InterFinancial Limited since 1987, when he founded the company together with Ray Magill and David Moffat. Mr. Rogers was involved in numerous and substantial M & A transactions in Australia, the United States, and the United Kingdom in a wide range of industries including manufacturing, health, agriculture, and tourism. He specialized in negotiating and structuring transactions and other complex arrangements on behalf of clients. Mr. Rogers was director of the Australian Venture Capital Association in 1998 and 1999, a director of Palmer Tube Mills Limited from 1987 to 1994, and an alternate director of GWA International Limited from 1994 to 2001. He held degrees in economics and law, and was also a fellow of the Australian
Society of CPAs and the Australian Institute of Company Directors. Sharon Doyle, who worked closely with Mr. Rogers as corporate director at InterFinancial, said in her
eulogy: More than anything else, our team admired Paul’s integrity. He lived his values always honest and fair, and this has set the standard for our people, our business and our dealings with clients. These were the characteristics most mentioned in our remembrances – and yours. That’s not to say that Paul didn’t get fired up and stubborn when he felt that the same levels of integrity were not being demonstrated by a peer, a client or an employee (or when the Sydney Swans lost). He had righteous indignation down to an art form. But ultimately if you did the right thing you always knew that Paul would be on your side of the table – the only place you would ever want him. Paul had a talent for and a commitment to identifying and hiring individuals that he believed had an amazing potential to add something new or better to the organisation. He then mentored us, giving each of us the confidence and support to grow into the person that until then had existed only in his expectations...
He was our mentor, our friend and we will miss him. Mr. Rogers is survived by his wife Bernadette, and children Veronica and Simon.

Bank of Scotland invests in Clairfield UK

Bank of Scotland, part of the HBOS group, has acquired a 9.9 percent stake in the Carlton Financial Group, the independent private merchant banking group based in London and one of the founding members of Clairfield Partners. Under the terms of this agreement, Bank of Scotland and Carlton will work together to develop opportunities throughout the Carlton network for HBOS to apply its significant financial strength to funding property and industrial transactions. HBOS joins an impressive team at Carlton whose shareholders include Andrew Taee, George Magan, and Sir Francis Mackay.

Founded in 2004, Carlton Financial Group consists of two complementary businesses: Carlton Corporate Finance, an independent corporate finance and advisory firm, and Carlton Capital Partners LLP, which provides investment management advisory services to private clients and investment institutions.

Halifax and Bank of Scotland merged in 2001, creating the fifth largest bank in the United Kingdom.

Dutch partner ranked among top M&A advisors

Boer & Croon Corporate Finance+, Clairfield’s partnerin the Netherlands, was recently named oneof the top M&A advisors in a survey of over 100 Dutch CFOs.

The survey was conducted by the firm Giarte for Management Scope magazine and the results were published in the October issue. The CFOs were asked “Which M&A advisors do you know and whom would you consider working with?”

Among the top five results, Boer & Croon is the only company from outside the big banks and auditing firms. The other companies listed in the top five are ABN Amro, KPMG, Ernst & Young, and Rabobank. Rob van der Laan, partner at Boer & Croon, said “We are very proud that our unique proposition, consisting of in-depth sector knowledge and strategic consulting combined with corporate finance, is recognized and valued by the market.”

Outstanding among its most recent transactions, Boer & Croon was retained by the province of
Noord-Holland to assist with the acquisition of a 12.6% share in the energy company Nuon. The
transaction is valued at approximately € 1 billion.

Auctions

Good on the sell-side; expensive on the buy-side


Auctions on the rise

The number of mergers and acquisitions negotiated on the auction block has boomed over the past five years. Competition between various bidders usually results in a higher price for the seller. Although the process is complex, it is not surprising that with the increasing financial savvy of companies and businesspeople, the auction process is considered well worth the effort. Another contributing factor to the rise in auctions is the increasing number of private equity funds. Greater availability of resources and debt market activity has combined with the scarcity of investment opportunities, generating intense competition among buyers.

Who participates?

Auctions are not necessarily directed at numerous buyers. In some cases, limiting an auction to a
handful of strategic buyers can create competition without the risk of disrupting the business or affecting confidentiality.

The greatest obstacle in an auction is that strategic buyers with reasons to offer higher prices may
refuse to participate. This usually occurs with companies that are market leaders in highly concentrated activities. The mere threat of an auction, however, is often enough to galvanize a strategic buyer into making a good preemptive offer. Although direct competitors are often the bestplaced buyers, some business owners prefer to sell to private equity firms for confidentiality reasons and because private equity firms are often more friendly to the current management.

Steps in the auction process

Numerous tasks must be underway well before the official start of the process: drawing up the
information memorandum and the confidentiality agreement, deciding whether to allow the bestplaced buyer to make a preemptive offer, releasing press announcements to boost the company’s corporate image, evaluating the managerial team as a possible candidate for an MBO, and so on.

Once the groundwork has been laid, the sales process goes through three phases. In the first phase, the seller’s advisors contact potential buyers. After signing a confidentiality agreement, interested buyers receive an information memorandum and are invited to perform non-binding indications of interest. Buyers may then make their offers. The seller’s advisory team creates a short-list of the offers that best meet the seller’s expectations in terms of price, conditions, transaction structure, and post-transaction considerations. In the second phase, selected buyers review the documentation from the data room, attend presentations by the seller’s managerial team, and visit the company’s facilities. The buyers are then given a draft of the sales contract and asked for final bids with their best price and conditions as well as their assurance of the necessary financing to complete the transaction. The final phase includes the concluding due diligence
and negotiation of terms and conditions of the sales contract.

What goes around comes around

The primary objective for financial advisors is to obtain the best price and conditions for their
clients and this is often best done in an auction process. It is clear that the auction process is full of details and one of the key roles for the advisor is to manage these details as the process runs its course. The advisor must foster competition through strict control of information and restriction of access of interested parties to the management team and the shareholders. A successful auction process keeps the pressure on potential buyers until the last moment. When down the road the new buyers want to sell, they will appreciate the exact same service that made them sweat when the tables were turned.