doing business in spain montreal, 22 nd may 2008
TRANSCRIPT
Invest in Spain: Economy, Business and Advantages for Canadian companies
Marian Scheifler Phd.Chief Operations Manager
May, 2008
1. Political Structure.
2. Spain in Figures (I-II).
3. Canada-Spain: Some things we share.
4. Main Agreements Spain-Canada.
5. Main Reasons to Invest in Spain (I-III).
6. About INTERES.
POLITICAL FRAMEWORK
Political organization Parliamentary Monarchy.
Head of State King Juan Carlos I.
President ofgovernment
José Luis Rodríguez Zapatero, since 11 April 2008 (2nd mandate).
Parliamentaryrepresentation
Congress of Deputies (350 members) and Senate (264 members).
Governing party Partido Socialista Obrero Español (PSOE).
TerritorialOrganization
The State is organized in municipalities, provinces and Autonomous Communities.
European UnionMember since 1986 and founding member of the European Monetary Union (January 1999).
Internationalorganizations
UN, OECD, OAS, World Bank, IMF, IDB, WTO, NATO, OSCE.
1. POLITICAL STRUCTURE
ECONOMIC DATA
Currency: Euro, divided into 100 cents.
Real GDP growth: 3.5% (fourth quarter 2007).
Population: 45.2 M, 1.10% growth rate.
GDP per capita: $ 33,433 (2007 first estimate).
Inflation: 4.5% (March 2008).
Public Accounts: 1.3% surplus in 2007 (Bank of Spain).
Unemployment rate: 8.6%.
Official interest rate: 4% (European Central Bank– July 2007).
Breakdown by sector(s) :
Services: 67% Manufacturing: 16% Building: 13% Agriculture: 4%
2. SPAIN IN FIGURES (I)
1. The world’s 8th largest economy (market exchange rate); 11th (purchasing power parity).
(IMF-2008)
2. The 3rd largest investor in the world and the 2nd largest in Latin America. (World Investment Report 2007 (UNCTAD)
3. The 8th largest FDI stock worldwide (6th in the EU). (World Investment Report 2007 (UNCTAD)
4. The 10th best place to live and the preferred work destination for Europeans. Worldwide Quality-of-life Index, Economist Intelligence Unit
5. The world’s 2nd tourist destination.(Tourism Organization (WTO))
2. SPAIN IN FIGURES (II)
3. CANADA – SPAIN: SOME THINGS WE SHARE
Multilingual and multicultural societies.
Highly decentralized administrations: important role played by
Provinces and Autonomous Communities.
Economic performance.
Great potential to strengthen trade and investment ties: current
trade and investment flows belie the similarities in economic
performance and complementarities in our economies.
CANADIAN COMPANIES IN SPAIN
4. MAIN AGREEMENTS SPAIN - CANADA
S&T: (Science and Technology)
Spain’s R&D Plan for 2008-2011 identifies Canada as one of the three non-EU strategic countries for cooperation.
Canadeka: Bilateral program for technological cooperaton, CDTI –NRC. Support to joint projects of Spanish-Canadian companies.
CSIC-NRC: Development of research and innovation projects.
Genoma España – Genome Canada: Joint research projects.
CESCE-EDC: Reinsurance agreement for joint operations of Canadian and Spanish companies.
Double taxation: Agreement to avoid double taxation on income and capital.
5. MAIN REASONS TO INVEST IN SPAIN (I)
Geostrategic location:
Privileged position for southern Europe's key markets, Latin America and North Africa.
Potential access to over 1.2 billion consumers:
45 million consumers in Spain. 443 million consumers in Europe. Entry point for non-EU Mediterranean countries with 264
million consumers. (privileged relations with Morocco and Algeria).
Hub for South and Central America, with 560 million consumers.
Financial protocols with North Africa and Latin America.
5. MAIN REASONS TO INVEST IN SPAIN (I)
Ultra Modern Transport Infrastructure
47 airports.
53 ports on both the Atlantic and the Mediterranean coasts.
3rd largest EU highway network.
Ambitious plans for high speed trains (Spain will be the world leader with 2,230 km in 2010).
State-of-the-Art metro system in major cities.
Economic criteria: Competitive operating costs
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Hourly labor cost. 2006
Source: Eurostat 2008 Source: Cost of Living Survey 2007, Mercer Human Research Consulting
5. MAIN REASONS TO INVEST IN SPAIN (II)
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Electricity prices for industrial use (€ cents/ Kwh)
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300,0
600,0
900,0
1200,0
1500,0
1800,0
2100,0Office Utilization cost (€/ year an m2)
Source: Eurostat 2007
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London
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Milan
Paris
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Dublin
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40,0
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80,0
100,0
120,0
140,0
Cost of life, 2007 (N. York =2007)
Source: Eurostat 2008
INTERES Invest in Spain is the leading government organization that supports foreign companies seeking to set up or expand their business in Spain.
We provide comprehensive, efficient and confidential consultation at no cost during all stages of the investment process.
THE ONE-STOP SHOP FOR INVESTORS IN SPAIN.
6. About INTERES
Relocation
Retention
Up-to-date information
Market studies
Spanish offer
Practical pointers for doing business
Availability of grants and incentives
Help with cost appraisals
Organization of visits to potential sites
Identification of partners
Finding specialist advisors
Help with licences & permits
Provision of institutional contacts
Fostering expansion
Network development
Planning for retaining investments
Relocation studies (within Spain)
Expansion
Growthstrengtheningof loyalty
Operation
Support to new invertors
Installation
Benchmarking& Attraction
Pre-Installation
Investor Services
What makes Spain a winning location for the Life Sciences & Biotech industry?
Ana AriasBiotech & Life Sciences Investor Services Manager
INDEX
1. Why Spain?
2. Why biotechnology?
3. Why you can bet on Spanish biotech
4. A piece of history
5. Business opportunities
Highly qualified and competitive human resources
Quality and standard of living Geo-strategic location Cultural and educational levels Weather Natural resources Logistics...
Spain has solid scientific and technologicalcapabilities that have enabled a competitivebio industry to emerge
Why Spain?
Why Biotechnology?
• Employment: around 80,000 people• Over 500 enterprises involved in
biotech activities• Turnover: over €19,000 million and
investment of over €200 million in research and development (R&D).
• Annual growth of around 30% in total revenue.
………making Spain the mostdynamic European country inthis area after Ireland.Source: ASEBIO – Spanish Association of Bioenterprises (2004)
Why Biotechnology? (cont.)
• Bio-economy heads Spain’s strategic agenda.
• The Spanish pharmaceutical market is the fifth largest in the EU-15 and the seventh in the world.
• Favourable financial environment: increase in the volume of venture capital operations in biotechnology.
• New venture capital funds specialized in biotechnology and national networks of business angels are being created
Why you can bet on Spanish biotech
I. Solid Science
-Good scientific outputGroups and Centers of Excellence
-R&D Integrated SystemEfficient WorkFlowExcellent conditions for Translational ResearchModern Science Parks and state of the art facilitiesGood partnership opportunities
-“Value for Science” Every euro in the lab is put to good use
II. Great potential
-Huge body of knowledge yet to be exploited-Human Capital, very well trained
Why you can bet on Spanish biotech(cont.)
III. Emerging bio-economy
-Increasing support from Governments for R&D and bio-enterprise creation-Competition among local Governments for talent and capital-Good balance between being competitive on cost and competitivein differentiation
IV. Good personal attitudes
-Creativity-Sense of community and focus on colective objectives and challenges-Positive spirit and commitment
Why you can bet on Spanish biotech(cont.)
A. Solid Science: Scientific and Technological Facilities andCapabilities
The Genomics, Proteomics and Bioinformatics platforms boost thenational participation in biotechnological advances:
-National DNA Bank -Spanish National Genotyping Centre -National Proteomics Institute ProteoRed -National Bioinformatics Institute INB
A new framework for co-operative biomedical research is being created:
-The Biomedical Research Thematic Networks (RETICs)-The Biomedical Research Centers Network (CIBER)
A. Solid Science: Principal Bio-clusters
Geographic distribution of Spanish biotech companies
Source: ASEBIO Report – Spanish Association of Bioenterprises (2006)
<5%
5-15%
15-25%
>25%
18%
18%
7%
6%
26%
5% •Catalonia and Madrid, followed by the Valencia Region, Andalusia, Basque Country and Galicia have the highest concentration of biotech companies.
•The rest of the Spanish regions are also designing and implementing strategies.
Why you can bet on Spanish biotech (cont.)
B. Great potential to unlock: Workforce
7,000 researchers in biotechnology and biomedicine: 11th position in the world.
4th position in Europe in scientific output in biotechnology.
1995-2003: number of scientific research papers published in Spain grew by over 12%.
66% of biotechnology researchers working within the public Spanish R&D System were cited by U.S. patents.
Why you can bet on Spanish biotech (cont.)
C. Emerging bio-economy: Legal framework
The new Spanish Law on Biomedical Research: creation of a National Biobank Register
Favourable legal framework: Cultivation of Genetically Modified Organisms (GMO) and a unique Traceability and Labelling Law
Full Tax exemption on biofuels until Dec 2012.
Other Spanish instruments and laws.
Why you can bet on Spanish biotech (cont.)
C. Emerging bio-economy: Government support
The Ingenio 2010 Programme: to meet the Research, Development and Innovation convergence objectives of the Lisbon Strategy.
Sustained annual growth rates of the government’s budgets in recent years.
The Spanish Tax System is one of the most advanced in the world, especially in the Research, Development and Innovation field.
The adoption of the Young Innovative Company Status will no doubt help biotechnology firms.
Why you can bet on Spanish biotech (cont.)
• 2001: The Spanish National Cancer Centre (CNIO) launches its first Oncochip.
• 2002: Abengoa signs a $35.5 M R&D project with the U.S Department of Energy (DOE).
• 2003: Serono concentrates global production of its growth hormone in Spain.
• 2005: Genetrix receives the first Orphan Status designation by the EMEA in Europe for a medicinal product based on the use of
stem cells of adult origin.• 2005: GSK opens its Molecular Screening and Tropical diseases
research facilities in Spain.• 2005: Natraceutical buys Braes Group (€80 M). In 2006 it acquires
Forté Pharma (€82M).• 2006: Spain continues to be the European leader in the cultivation of
genetically modified crop varieties with a total of 53,667 hectares under cultivation.
• 2007: The EMEA approves Zeltia's drug Yondelis for the treatment of soft tissue sarcomas.
• 2008: The OMS designated the ONT (Organización Nacional de Transplantes) as a WHO Collaborating Center on Donation and
Transplants
A piece of history
Biochips: towards a personalized medicine
Food quality and security
Private Equity
Functional foods
Organic farming
Spain offers specific opportunities in…………………….
BIO Business Opportunities
Nanobiotechnology Generic drugs
Gene silencing
Production of therapeutic proteins using non-genetically modified plants
Algae active ingredients
Spain offers specific opportunities in…………………….
BIO Business Opportunities (cont)
Production of enzymes with industrial applications in transgenic plants.
Drug development from target’s
structural determination.
Pharmacogenetics: Genetic biomarkers.
Molecular diagnosis. DNA and protein arrays.
Bioinformatics.
Spain offers specific opportunities in…………………….
BIO Business Opportunities (cont.)
Leading pharmaceutical & biotech multinationals are already successfully located in Spain
BIOSPAIN 2008
BIOSPAIN 2008 is the International Meeting on Biotechnology to be held in Granada from the 17th to the 19th of September 2008.
Five events in one:
BIOTEC 2008 " - Scientific Congress
Plenary Sessions: "Towards a Sustainable Bioeconomy“
Investment Forum
Partnering
Trade Fair and Bio-Regions Hall
Thank you very much
For further information please contact:
Ana AriasLife Sciences & Biotech Life Sciences & Biotech Investor Services Manager
Email: [email protected]
See you at BIOSPAIN’08!www.biospain2008.org
SPAIN: Business opportunities in Aeronautics
Vanessa Guerrero, Investor Services ManagerINTERES Invest in SpainMay, 22th 2008 MONTREAL
Because the Spanish Aeroespace Industry is the fifth in Europe in terms of turnover (4,203 million euros)* and employment (29,521 employees)*
Because of its high growth – the industry has grown an average 13% in the last decade:
* 2006 Data
Why Spain
TURNOVER - SPANISH INDUSTRY
0500
10001500200025003000350040004500
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
Years
Mill
ion
eu
ros
1,421
4,2033,767
Because Spain is highly developed in aeronautical production:
Why Spain
TURNOVER BY SUB-SECTOR
Engines13%
Space10%
Equipment10%
Systems and frames
67%
2,816 M €546 M €
420 M €
420 M €
Total:
4,203 M €
Why Spain
Because Aeronautics companies based in Spain are leaders in:
Composite Aerostructures (especially, carbon fiber reinforced plastics)
Low pressure turbine engines
Air Traffic Management systems
- 3 out of 5 flights in the world use Spanish software for landing
Why Spain - Clusters
Spain has significant Aeronautics clusters: MADRID
63.6% of turnover58.4% of employees130 companies
ANDALUSIA16.8% of turnover21.0% of employees75 companies
BASQUE COUNTRY11.3% of turnover11.1% of employees54 companies
CASTILLA-LA MANCHA4.2% of turnover3.5% of employees12 companies
CATALONIA2.1% of turnover2.7% of employees53 companies
Why Spain – R&D
Because Aeronautics in Spain is a very innovative industry:
Investment: 575 M. € in 2006 (+26% from 2005)
48% by companies 13.7% of turnover 15% of turnover in the case of systems and frames
High quality public R&D Centers:
FIDAMCFIDAMC : Research, Development and Applications of CompositesOther important centers:
Public Research Organization specialized in aerospace research and technology development
Why Spain – R&D
Both AIRBUS and BOEING have developed important R&D Centers in Spain:
Boeing Research and Technology Europe (Madrid)
• First Boeing R&D center outside the USA
• Main areas: safety, ATM and environmental technologies
• April ’08: first flight of an airplane powered by hydrogen fuel cells
According to Boeing:
“The reason for choosing Spain was the outstanding role of the country in the EU and as a reference point with the Latin American countries.
It also shows the relevant position that the Spanish Aerospace industry has acquired in the last few years and the capabilities of the country in environmental and ATM technologies”
Source: www.boeing.es
Why Spain – R&D
Both AIRBUS and BOEING have developed important R&D Centers in Spain:
Airbus Advanced Composites Center
Center of excellence for horizontal tail planes for all Airbus Aircraft worldwide
Airbus Spain: leader worldwide in composite material structures: first company in using carbon fiber for fuselage sections in commercial aircrafts over 100 seats
Specialised in large curvature panels from carbon fiber reinforced plastic
Why Spain – Industry
Ca. 170 companies Product manufacturers
AUXILIARY INDUSTRY
Systems or sub-systems manufacturers
SUBCONTRACTORS
Taking part in FAL. Intermediate added value products
OEMs – Original Equipment
Manufacturers
)Complete integration capability
PRIME CONTRACTORS
Why Spain – Industry
Growing importance of Spain in international programs:
Spanish participation share:
- Civil programs:4.2% in the first programs (manufacture)
10.8% in A380 (also design, development and certification); mostly in Madrid
- Military programs: 15% in A400M (including the Final Assembly Line, and simulation and training center, in Seville, Andalusia)
Eurofighter Typhoon: 14% (in Madrid, major components: right wing and leading edge slats)
Eurocopter: Brand-new plant in Albacete (Castilla-La Mancha), FAL and delivery center for NH-90, Tiger and EC-35
AIRBUSAIRBUS
EADSEADS
Why Spain – Government Support
New National Strategic Plan 2008-2016: Reinforcing traditional technological strengths Diversify toward new promising areas
OVERALL GOAL 2016 turnover 3 times higher than the current level of 4,600 M. €
R&D Support Budget
181246
306340
375409
442475
510550
0
100
200
300
400
500
600
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Years
Millio
n e
uro
s
Business Opportunities
Navigation and avionic systems
General aviation. Very Light Jets
Helicopters
Engines and propulsion engineering
Training centers for professional pilots for air transport
MRO (Maintenance, Repair and Overhaul) centers for transport aircrafts
MRO centers for aircrafts designed for general and business aviation, schools and aerial works
Simulators for aviation, based on low-cost technologies
Manufacturing of Unmanned Aerial Vehicles for civil uses
Flight Simulators
Used by both civil and military aviation for training, engineering, design, research, etc.
Development of Spanish Aeronautics and ITC industries
Spanish companies are mainly focused on the military market
Airlines outsourcing training activities
Growth in business aviation and low-cost carriers
Increase in flight training centers
Helicopters
Third Eurocopter FAL established in Spain
Opportunities
Services to ECE Helicopter FAL
Engineering services
Electronics and systems
Tooling
Helicopter maintenance
Sections manufacturing
Top Reasons
Total market: 53.6 Million €
Business size will increase: ECE – Participation in all future development
Presence of technological centers and parks
* Source: Own estimations, 50% outsourcing assumed
“DOING BUSINESS IN SPAIN”
LEGAL ENVIRONMENTBest Practices
Toronto, Ottawa, MontrealMay 2008
Alberto EcharriPartner - Head of M&A
Gómez-Acebo & Pombo Abogados
59
INVEST IN SPAIN: FACTS & FIGURESINVEST IN SPAIN: FACTS & FIGURES
Spain is the world’s 8th largest economy, with sustained growth above the EU average. It is the country with the fastest rate of job creation in the OECD.
Spain is the 8th largest FDI recipient in the world and the 3rd largest investor in the world.
Spain has a privileged geo-strategic position: access to 1,300 million consumers in the world. It is an international business hub.
440 million people in the world speak Spanish.
60
INVEST IN SPAIN: FACTS & FIGURESINVEST IN SPAIN: FACTS & FIGURES
What foreign investors value most of Spain is:
1. Cost of investment2. Local human resources3. Geographical & Financial Environment
Generous incentives for R&D.
Access to the EU and Latin America.
61
INVEST IN SPAIN: FACTS & FIGURESINVEST IN SPAIN: FACTS & FIGURES
More than 11,000 foreign companies & 54 international banks are located in Spain.
Spain has modern infrastructures and excellent business opportunities, namely in ICT, Biotechnology, Renewable Energy, Environment & Water Treatment.
Quality of life: Spain is the first choice for European executives faced with relocation, according to Financial Times. It is the world’s 2nd tourist destination and is known for its passion for work, arts, sports, and life.
62
PRIORITY SECTORS: ICTPRIORITY SECTORS: ICT
Spain has one of the most burgeoning ICT (Information & Communications Technologies) markets in Europe, with a turnover of 87+ billion €.
40% of private R&D investment in Spain is devoted to this sector.
Spain offers tax advantages / cost relief for companies.
The Spanish telecom network is completely digital and has over 1,400,000 km of transmission networks. Mobile phone penetration exceeds 105%. Growth in broadband connection was more than 45% in 2005, with 4.5 million users.
16% of employees in this sector are devoted to R&D.
63
PRIORITY SECTORS: RENEWABLE ENERGIESPRIORITY SECTORS: RENEWABLE ENERGIES
3 main renewable energy resources:1. Solar2. Wind3. Co-generation
Spain is one of the most attractive countries in the world for renewable energy projects: Spain is the 3rd country in the world in wind energy. Spain has 13% market share in this sector.
According to Greenpeace, if Spain exploited its natural energy resources, it would have 50 times more energy than necessary by 2050.
Spain possesses insulation towers for solar energy: Companies will invest over 1 billion $ in solar parks over the next few years.
64
PRORITY SECTORS: BIOTECH, PHARMA, HEALTHPRORITY SECTORS: BIOTECH, PHARMA, HEALTH
The biotech sector has expanded over 300% in the last 4 years. Spain is the 4th country in the EU for biotechnology scientific production.
Spain has 60 scientific & technological parks within the biotech industry, with 150 companies fully dedicated to biotech whose revenues total 420 million €.
The number of biotech companies has multiplied by 3 in the last 5 years, such that over 14,500 professionals & 425 research units are involved in biotech projects in Spain, producing over 4% of the world’s publications in this field.
Spain’s government wants R&D in this sector to reach 2% of GDP by 2010. As such, many new start-ups are funded by the government.
Spain collaborates with over 200 centers in the development of almost 128 clinical studies of the highest quality.
65
PRIORITY SECTORS: ENVIRONMENTPRIORITY SECTORS: ENVIRONMENT
Spain is the world’s leader in water treatment and desalination using reverse osmosis technology. There are over 900 desalination plants in Spain.
1.5 million m3 of desalinated water is produced per day.
The economy is looking for a new impulse in recycling. There are 814 Spanish companies authorized to work as used-vehicle treatment centers.
Cars & motors are increasingly environmentally friendly.
4 million tons of recycled waste was produced from 2000-2004. 250,000 tons of tires are recycled per year.
66
PRIORITY SECTORS: ENVIRONMENTPRIORITY SECTORS: ENVIRONMENT
According to European regulations, Spain and the rest of the EU countries must reuse and recover 95% of materials used in vehicle production by 2015.
Recycling culture also affects home appliances, such that they are dismantled rather than buried in landfills. Spain aims to manage 160,000 tons of this waste using environmentally-friendly methods. Currently, 100,000+ tons are treated.
The number of home appliances recovered grows by 10% every year. Spain is working to recover and transform sludge from construction material extraction processes and agricultural waste plastic.
67
MOST DYNAMIC SECTORSMOST DYNAMIC SECTORS
1. Private equity– Declining
Energy– Power companies: ENDESA/IBERDROLA– Renewable Energies
Air transport– IBERIA– SPANAIR
Hospitality
Chemical sector
Environment
Real estate
68
THE LEGAL ENVIRONMENTTHE LEGAL ENVIRONMENT
Sophisticated legal system– Meets EU/US/CAN standards– Principles equivalent to Common Law
Common legislation throughout the country– Civil law exceptions: inheritance / family law– Specific sector regulations:
• Generally central regulations• Regional legislation for delegated matters
– Transportation– Hospitality sector– Environment– Water treatment– Tax in Basque Country, Navarra and Canary Is.
Municipal regulations
69
THE LEGAL ENVIRONMENTTHE LEGAL ENVIRONMENT
Friendly and open environment– Contract law principle of freedom of will of the
parties– Contractual restraints limited by:
• EU competition regulations / vertical restraints
• Employment law– Freedom of investment / disinvestment– Freedom of establishment in the EU– Foreign investment deregulation
70
ESTABLISHING A BUSINESSESTABLISHING A BUSINESS
Incorporation formalities – Standard documentation– Notarized incorporation: 10 days– 15-30 days for registration of company– Companies may operate from day 1– SS and TAX registration: day 2
No registration of agreements except– Effects vis-à-vis third parties
• Corporate documents• Real Estate deals• Guarantees
71
HOME COUNTRY AGREEMENTSHOME COUNTRY AGREEMENTS
Generally adjustable to local requirements– Commercial agreements– Acquisition agreements
Choice of law
Choice of forum
Choice of language
Arbitration
72
MOST COMMON VEHICLESMOST COMMON VEHICLES
Common distribution agreements– Agency– Distribution / Licensing / Concession– Franchising
Joint ventures
Direct acquisition of– Shares– Assets– Securities
73
AGENCY AGREEMENTSAGENCY AGREEMENTS
Free will of the parties
Contractual restraints– In-term– Post-term
Public order rules / Agency Act– Goodwill indemnity payment– Spanish law– Spanish forum
74
DISTRIBUTION AGREEMENTSDISTRIBUTION AGREEMENTS
COMMERCIAL DISTRIBUTION– Exclusive / Non-exclusive– Contractual restraints– Limited non-compete clauses
• EU Regulations on concessionaires
LICENSING/TECHNOLOGY TRANSFER– Know-How, Technical Assistance, IP– EU BER on licensing agreements
FRANCHISING– Represents almost 8% of retail trade– Governed by agreement– Pre-contractual information required– BE Regulation for anti-compete clauses
75
JOINT VENTURES (I)JOINT VENTURES (I)
Common SPVs– Limited liability company (SA / SL)– UTE– EIG
Legal Structure/Documentation– Corporate SPV– By-laws of SPV– Shareholders´ Agreement– Business Plan
76
JOINT VENTURES (II)JOINT VENTURES (II)
Corporate governance rulesNon-compete clausesTerritorial scopeVeto rightsInvestment restraintsFinancial provisionsStep-out clauses
– Russian Roulette– Put and call options
77
ACQUISITION (I)ACQUISITION (I)
Standard international practicesPlayersLOIOffer letter and exclusivity periodNDADD Review
– Legal– Tax & Finance
Acquisition agreementAgreements with managers and directorsNon-compete covenants
78
ACQUISITION (II)ACQUISITION (II)
Price– Price retention– Escrow / bank guarantees
Reps. & Warranties– Standard Common Law provisions– Time limitations– Caps– Labour contingencies
Conditions precedent (antitrust)
Interim period clauses (MAE, BAU)
79
ACQUISITION (III)ACQUISITION (III)
Public companies– 30% threshhold– Reporting obligations
Financing– Acquisition finance
• Financial assistance prohibited• Guarantees
– Project finance• Project guarantees
– Shareholder loans: subordinated/Equity– Capital contributions
80
REAL ESTATE DEALSREAL ESTATE DEALS
Corporate acquisitionAssetsDue diligence
– Land Registry searches– Zoning certificates– Leased property
Purchase agreement– Notarized deed
Complex acquisitions– Shopping malls– Sites under construction
81
GUIDE FOR FOREIGN INVESTORSGUIDE FOR FOREIGN INVESTORS
Friendly legal environment– Sophisticated legal advisors– Reliable judiciary– Arbitration
Standardized practices– Adjustment of home agreements– Choice of law and forum. English language
Exchange control de-regulationTax-efficient SPVs/Spanish HoldcosStandard business and financial practicesMinor business culture differences
The path to Spain
Alec Mian
CanadaB.Sc. McGill University, Montreal.
UKPh.D. University of Cambridge, UK
USAHarvard Medical School, Boston.Co-founded Gamera Biosciences (Cambridge, MA). Sold to Tecan Holding (SWX: TECN) in 2000
Spain3 year sabbatical, co-founded a design company La Evolucion, SL.Currently on Board of Directors of Santa & Cole, SA. (Design)
Started Genmedica Therapeutics, SL.
Company goals and strategy
Goal• Create a focused portfolio of drug candidates for diabetes• Financable, milestone driven development path (seed, Series A, B and C…)• Product partnering opportunities with large pharma in 2009/2010• Exit by trade sale or IPO (2011)
Strategy• Focus on an emerging, protectable area within diabetes• Leverage local resources to get started• Attract international resources to accelerate growth and value
History
2005• Incorporated• Licensing with University of Barcelona - first drug candidate (GMC-1)
2006• GMC-1: research and additional patents filed• GMC-2: drug candidates researched and patents filed• Initiated formation of Board of Directors (BOD) and Scientific Advisory Board (SAB)
2007• Largest first round biotechnology financing in Spain (Spanish VC’s: BCN-Empren, Innova31, Unirisco; Public: ENISA, CIDEM, Torres Quevedo)• GMC-3 research and patents filed• Initial development team hired. CRO’s work initiated
2008• Cellular and animal based development of drug candidates , additional patents filed• More hiring.
Metabolic syndrome: first defined in 1998 by the WHO
Abdominal obesity (waist circumference, men above 102 cm; women 88 cm)
Fasting triglyceride(above 1.69 mmol/L)
HDL cholesterol (men above 1.04 mmol/L; women, 1.29 mmol/L)
Blood pressure(above 130/85 mm Hg)
Fasting glucose(> 6.1 mmol/L)
Pathogenesis of metabolic syndrome
• Current diabetes therapies target symptoms not cause of diabetes
Anti-inflammatories in diabetes: salicylates
Compound
Phase Date Study leaders Subjects Length
(months) Dose
(g/ day)
Efficacy
(mg/dl glycemia)
Comments
Triflunisal Phase II 2004 Fernández-Real* (Hospital Trueta)
28 obese non-diabetic
3 3
0.6
0.9
2.8 4.4
insulin secretion
Salsalate Phase II 2006 Shoelson* &
Goldfine (Joslin/Harvard)
a) 20 obese non-diabetic b) 9 DM Type 2
c) 7 T2D
d) 8 T2D
1
0.5
0.5
1
4 3
4
4, 3.5
7
18 17 mg/dl TG
21 69 mg/dl TG
20
insulin sensitivity
Salsalate Phase III
(in progress) 2010
Shoelson* &
Goldfine (Joslin/Harvard)
900 36 m
References 1 Fernández-Real, J Clin. Endocrin. Metab. (in press, 2008) 2 Fleischman et al. Diabetes Care (2008) 3 Goldfine et al., in press (2008)
•The anti-diabetic effects of salicylates are the most studied of non-traditional anti-diabetics
Financing
• Leveraging local and international resources
Early stage sources (local)
ENISA (1m)CDTI (00’s K)CDEM (00’s K)Torres Quevedo (50% R&D employees)Local investors (m’s)
Later stage UK, Switzerland, France, USA
ExitIPO (Spain, Switzerland, UK, USA)Trade Sale (European or US companies)
Spanish resource availability: the good, the bad…
Basic science
EXCELLENT LACKINGEmployeesIP
Early stage financingLate stage financing
Clinical science
SAB/BOD
Next steps for Genmedica
• Continue to fund early development in Spain• Continue to build team in Spain, continue work with international CRO’s (France, India)• API chemistry will be done in Spain• Clinical studies in Germany or UK• Next financing round probably European Union or US-based
CAE Inc. Confidential and/or Proprietary Information
Agenda
Corporate Overview
Market leader in Civil and Military simulation equipment
Civil Training and Services
OEM Relationships
Global Academy & Ab-Initio Training
CAE Inc. Confidential and/or Proprietary Information
Overview of CAE Inc.
One of Canada’s Largest Aerospace Companies
Founded in 1947 in Montreal
5,000 employees worldwide
• More than 3,000 in Canada
• More than 1,000 in USA
• More than 1,000 in the rest of the world
Annual revenues of more than C$1.2 billion
Over 90% of revenues from global exports and international activities in 50 countries
Operations and training facilities in 19 countries on 5 continents
Train over 50,000 pilots/year
Civil
Military
CAE Inc. Confidential and/or Proprietary Information
Market leader in Civil and Military simulation equipment
Largest Manufacturer of Aviation Simulation Equipment in World
Desktop Trainers
(CAE Simfinity)
Full Mission
Simulators (FMS)Full Flight
Simulators (FFS)Reconfigurable,
Deployable Trainers
Flight Training Devices (FTD)/ Cockpit
Procedures Trainers
(CPT)
Part Task Trainers
(PTT)Integrated Procedures
Trainers
(CAE Simfinity)
CAE Inc. Confidential and/or Proprietary Information
Civil Training & Services Market presence
MARKET LEADER IN PILOT TRAINING
23 training centres across 5 continents
110 full-flight simulators deployed
Serving approximately 3,500 customers
Training and Services segments addressed
• Commercial
• Regional
• Business
• General aviation
Global market reach across all market segments
CAE Inc. Confidential and/or Proprietary Information
Over 23 training locations worldwide
VancouverVancouver
SeattleSeattle
DenverDenver
PhoenixPhoenix
DallasDallas
MontrealMontrealTorontoToronto
WashingtonWashington
TampaTampa
MiamiMiami
São PauloSão Paulo
BensonBenson
BrusselsBrussels
MadridMadrid
EvoraEvora
Moscow
Dubai ZhuhaiZhuhai
SingaporeSingapore
SydneySydney
Civil TrainingCivil Training
Military TrainingMilitary Training
New Jersey*New Jersey*
SantiagoSantiago
Burgess HillBurgess Hill
Kuala LumpurKuala Lumpur
RomeSesto Calende
London*London*
CharlotteCharlotte
MaastrichtBueckeburg*
Holzdorf*Fassburg*
Amsterdam
CAE Inc. Confidential and/or Proprietary Information
OEM Relationships
AirbusAirbusEmbraerEmbraerDassaultDassaultBombardierBombardierAgustaAgustaLockheed MartinLockheed Martin
CAE Delivers factory training for sever of world’s largest CAE Delivers factory training for sever of world’s largest aircraft manufacturesaircraft manufactures
CAECAE
CAE Inc. Confidential and/or Proprietary Information
CAE Global Academy
Addressing Global Pilot Shortage
Network of Ab-Initio Flight Schools
•Formed in 2005 to address Global Shortage of Airline pilots
•Currently consists of 6 Flight Schools
•Production Capability of over 1000 pilots/year
•Expected to increase to 3,000 pilots/year in 2008
•Delivery of Multi-Crew Pilot License (MPL)
International Technology Cooperation With Spain - CANADEKA
Claude MorasseNational Research Council Canada
Director, IRAP OntarioMay 20, 2008
NRC - Industrial Research Assistance Program
Our Mandate :
Stimulate wealth creation in Canada throughtechnological innovation.
Our Mission :
Stimulate innovation in Canadian SMEs.
Our strategic objective :Increase innovation capacity of Canadian SMEs.
.
NRC’s Industrial Research Assistance Program
• In existence since 1947
• In Canada :– Invests over $100M per year in contribution to SMEs ( less than
500 employees )
– Work with over 10,000 SMEs / year and provide funding support to over 2,500 projects / year
The Toolbox
• Support to Firms for R&D• Financial Support for Firms’ Technology
Development• Financial Support to Bring New Skills to Firms• Financial Support for Organizations Providing
Innovation Assistance to SMES• Technology and Advisory Services• Networking and Linkages
Firms eligible to NRC-IRAP financial support
• For profit, incorporated commercial entity;
• 500 employees or less;
• Willingness and potential to improve their technological innovation capability;
• Open to establishing a trusted relationship with NRC-IRAP;
• With a coherent business plan demonstrating required skills in marketing, technology and management, as well as the appropriate financial capacity to undertake the project and exploit its results.
IRAP’s International Partnering Goals
• Key to IRAP’s strategic planning is growing SMEs to a mid size and ready for international technology opportunities
• We work in close collaboration with Canadian embassies and other federal government departments
• IRAP has long supported SMEs to seek out international technology partners
• Our support includes:– Information and competitive intelligence on international markets
and technologies– Host foreign SMEs and missions that visit Canada– Funding to Canadian SMEs to carry out technology missions– Funding to support international R & D collaboration projects
International Partnering Approach
• Across Canada, IRAP’s Industrial Technology Advisors monitor clients for international interests
• This results in individual SMEs visiting research institutions and firms, or organized missions with several firms ( 5-15 SMEs )
• Increasingly, our planning involves competitive intelligence and activities
• Support follow-up activities by Canadian SMEs to pursue international collaborative projects
• Seek to partner with organizations in other countries with similar mandates
CANADEKA
NRC-IRAP’s ultimate goal is to encourage science and technology development and commercialization by SMEs and realizes that partnerships and agreements like the one held with Spain’s Centre for the Development of Industrial Technology (CDTI) will assist in achieving this goal.
CANADEKA
• NRC-IRAP and CDTI are collaborating on a reciprocal basis to further each other’s support of SME growth, technology transfer and technology development for the purpose of generating economic benefits for both Canada and Spain.
• This agreement allows for mutual collaboration between our countries, and is an opportunity to build greater partnerships between Canadian and Spanish companies as well as research institutions that continue to make headway in all areas of innovation.
CANADEKA - CRITERIA
1. Involve at least one qualified company from each country (Spain and Canada).
2. Be directed at developing a product, process or service having a wide market potential.
3. Have some identified expected benefit from pursuing the project on a cooperative basis.
4. Be directed towards the development or use of advanced technologies.
5. Aim to secure a significant technological advance with regards to the product, process or service concerned.
6. Clearly identify a commercial application to benefit mankind.
PROJECTS TO DATE
• 7 to date in manufacturing engineering, ICT, bioenergy and biotechnology
• 8 in development in bioenergy, ICT, and biotech
KEY CONTACTS
In Canada
National Coordinator
George Ortega
(204) 984-4400
Executive Coordinator
Bill Dobson
(416) 954-8330
In Spain
National Coordinator
Ismael Rodrigo Barco
Executive Coordinator
Jose Manuel Leceta