european deal book 2018 - warth & klein grant thornton ag · © 2019 grant thornton...

European Deal Book 2018

10.07.2019

© 2019 Grant Thornton International Ltd European Deal Book 2018 | July 2019

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For more information about how we can help you to optimize the value of your business, please contact:

Kai BartelsGlobal leader M&AWarth & Klein Grant ThorntonT +49 40 4321862 13E [email protected]

Grant Thornton – A truly global organisation

Grant Thornton is one of the world’s leading organisations of independent assurance, tax and advisory firms. Wherever you choose to do business, you want access to people with the best ideas and critical thinking that will enable you to grow your business at home and abroad. To ensure continuity of service, we have 40 international business centres (IBC) led by experts from around the world, that work together to provide and co-ordinate the gateway to the resources of Grant Thornton.

700+offices globally

US$5.4bnglobal revenue

53,000people around the world

in over 140 countries

Andy MorganGlobal leader M&A (starting from May 2019)Grant Thornton UK LLPT +44 207 865 2626E [email protected]

320+ concluded European transactions

208 displayed transactions in this deal book

‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. The member firms are members of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provideservices to clients. GTIL and its member firms are not agents of, and do not obligate, one another and arenot liable for one another’s acts or omissions.


VALUATION Transactional and expert

valuations Fairness Opinion Purchase Price

Allocation, Impairment Test

Evaluation of claims for damages

Providing forensic support within the field of corporate law and bankruptcy law

Evaluation of corporate action

TRANSACTION SUPPORT Financial Due Diligence Business modelling Sale and Purchase Agreement advisory Structuring transactions Financial Vendor Due Diligence and Fact

Book Carve Out-support Pre-/Post-Deal analysis and Bid support

MERGERS & ACQUISITIONS Lead advice in buying / selling a business Finance raising Managing the transactions process Develop transaction strategy and approach Target analysis Initial valuation Contract negotiations Vendor Assistance

RECOVERY & REORGANISATION Diagnostic analysis and

forecasting Operational restructuring and

strategic turnaround Interim

management/CRO/Management coaching

Advice on formal and informal insolvency proceedings

Financial restructuring and valuation services

Due diligence investigations Trading options and exit

readiness Advice on applications for state

aids/assessment of viability

DEBT ADVISORY / FINANCING Identification of

appropriate financial instruments (restructuring of liabilities)

Debt capacity and liquidity

Developing transaction and project financing

Fund raising and financial restructuring


Business Support services mainly includes facilities management, freight and logistics, professional practices and recruitment. Competition and cost pressure are mostly high across these sectors and require efficiency management to sustain profitability and achieve healthy growth.

In rather fragmented industries such as recruitment, buy-and-build strategies are promising alternatives compared to organic growth as they allow to quickly develop a leading market position and acquire presence in certain geographies and capability niches that would otherwise be very difficult or even impossible to build up organically.

4Cross-border

December 2018

Acquisition of Hermes & Richard AG

Provider of customs and clearances services

Grant Thornton (CH) provided transaction services

KGH Customs Services AB

November 2018

Sale to HIVEST Capital Partners

Temperature controlled logistics and transport

Adviso Partners (FR) provided corporate finance advisory services

STG

December 2018

Acquisition of A-VASK

Rent out and cleans textiles

Grant Thornton (DK) provided transaction services

Elis

October 2018

Sale to China-CEE Funds and creation of Joint-Venture

Railway fleet rental business

Grant Thornton (PL) provided transaction services

Elbudprojekt

October 2018

Sale to Groupe TREUIL and Normandie Participations

Removable buildings rental


LEGOUPIL Industrie

December 2018

Acquisition of Inprova Finance Limited

Energy procurement and management services

Grant Thornton (UK) provided transaction services

Inspired Energy plc

Private Equity

Colour legend:

Cross-border

Private Equity

December 2018

Acquisition of JK Education

Transportation

Grant Thornton (CZ) provided transaction services

ESPIRA

October 2018

Logistics & Transport

Grant Thornton (IT) provided transaction services

Trasporti Romagna

Acquisition of Blue City

© 2019 Grant Thornton International Ltd European Deal Book 2018 | July 2019 5

International

Private Equity

September 2018

Sale to ACCESS Ind. and ParquestCapital

Elevation equipment rental


MATELEV

October 2018

Acquisition of AAC Global

Translation services

Grant Thornton (FI) provided transaction services

Technicis Group

September 2018

Debt raise for Proco Global Group with Aurelius Finance Company

Supply chain recruitment

Grant Thornton (UK) provided debt advisory services

Proco Global Group

July 2018

Minority stake in Port of Moerdijk

Port company

Grant Thornton (NL) provided transaction services

Port of Rotterdam

Sale to Sauter AG

Engineering

Grant Thornton (IE) provided corporate finance advisory services

Sirus

August 2018

June 2018

Acquisition of VTT Expert Services

Testing, inspection, and certification services

Grant Thornton (FI) provided transaction services

Eurofins Group

June 2018

Acquisition of Rema Holland

Industrial equipment wholesaler


Axel Johnson International

August 2018

Disposal to EDUCAS.

Private Education

Grant Thornton (IT) provided corporate finance advisory services

International School of Bergamo

September 2018

Buy out sale to EDUCAS.

Private Education


Saint Louis School

June 2018

Acquisition

Grant Thornton (GR) provided transaction services

HELESI SA

Environmental systems

June 2018

Acquisition of Kongskilde Systems Division from DLG Group.

Develops, builds and markets handling solutions


Green Park Partners

October 2018

Acquisition of De Blaa Omnibusser

Public transport company


Nobina


International

Private Equity

February 2018

Sale of Groupe I-TA to FONCIA

Property Management

Groupe I-TA

GROUPE I-TA


March 2018

Financial Engineering

Economic intelligence consulting


AVISA Partners

March 2018

Sale to Three Hills Capital Partners

Provider of outsourced solutions to global blue chip retailers

Grant Thornton (UK) provided corporate finance advisory services

Sigma GRP Limited

March 2018

AIM Admission

Business support services

Grant Thornton (UK) acted as nominated advisor and reporting accountant

GRC International Group plc

March 2018

Sale of Thermotech to Servest Arthur McKay

Facilities management


Thermotech Solutions Limited

January 2018

Sale of Claremont School to International Schools Partnership

K12 Education


Claremont School

Sale to the Loxam Group

Plant and machinery hire


Swan Plant Hire

January 2018

April 2018

Sale to Newbury Investments (UK) Limited

Distributor of fire alarm and security systems


E.U. Fire & Security Limited

April 2018

Acquisition of J.B. Cambas Ltd

Environmental consulting


SICK AG

May 2018

Acquisition of Advin from Dura Vermeer

Engineering firm in infrastructure


IV-Groep B.V.

April 2018

Financial Engineering

Education


FORPROF

April 2018

Purchase of JORDENEN

Promotional products


AZULIS Capital


Client name:Claremont School

Sector:Education services

Transaction type:Sale

Services provided:Corporate finance advisory andSPA advisory services

Founded in 1925 and located in EastSussex, Claremont delivers a highquality and well rounded education tostudents from age 1 to 18, ratedOutstanding by Ofsted across allareas.

“Selling a school after 25 years ofownership is a very delicate andemotional process but GrantThornton managed this transactionwith the utmost degree ofprofessionalism, dedication andconfidentiality, whilst allowing me to carry on running the business untilthe day the deal was completed.They led a meticulous and thoroughprocess, leaving no stone unturned,finding the most suitable partner forthe future of Claremont and expertlynegotiating the best possibleoutcome for me with a high degree ofcertainty. They provided all the help,guidance and support I needed, coordinating bidder meetings andschool visits across Europe. I amextremely grateful to the team ofexperts they assembled that broughtthis process to a most successful conclusion for all parties involved.”

Backgroundto dealIn early 2017, the owner of Claremont made the strategic decision to find apartner and investor who could build and add value to the school’s existingeducational resources, experience and support.

We were engaged by the owner to run a competitive, targeted sales processdue to our global network and proven market knowledge of the K-12 educationsector.

SolutionWe acted as lead advisors on the transaction with seamless supportfrom the financial modelling and SPA advisory services lines.

In what was a highly competitive process, the successful acquirer wasInternational Schools Partnership (ISP) who recognised the uniquepotential to acquire a quality UK school with significant potential for further growth.

ISP is an international schools group of quality and scale with 25schools located in Spain, Mexico, Malaysia, USA, UK, UAE and Qatar.They are a focused and financially secure group, with backing fromSwiss headquartered Partners Group.

Steve Brown, Group Managing Director of ISP, commented “Claremont School achieves outstanding academic results and provides a learning-focused education to its children and students.The school is ambitiousand fits the profile of high-quality schools within the ISP perfectly. Weare very excited about the bright future of the school.”

Our team ran a streamlined process which ultimately resulted in ahighly successful outcome for the shareholders and found the idealpartner for the school’s future.

Simon Woodcock, who led the deal, commented “We are privileged tohave worked with such an experienced owner and fantastic school tosecure an exciting future for its next phase of development and growth.”

Mark Beaumont

Owner of Claremont School

Case Study


Client name:One Placement

Sector:Temporary staffing


Services provided:Corporate finance advisory

Founded in 2002 by Ronaldo GARCIA and mainly based in Geneva, ONE PLACEMENT is a reference in the temporary staffing market in French-speaking Switzerland, with a leading position in the medical and construction sectors, among others. Operating from its 3 agencies in Geneva, Lausanne and Basel, the company reported 2018 revenues of close to CHF60 million.

“ONE PLACEMENT was one of the last independent players to have achieved critical mass in French-speaking Switzerland, which sparked interest from a large number of strategic buyers, particularly in France. Throughout the process, ACTUAL LEADER GROUP has shown genuine motivation and a real strategic vision for ONE PLACEMENT. Sylvie ROLLIN was seeking an ambitious partner for ONE PLACEMENT and a group with strong human and entrepreneurial values.”

Introduction of Adviso PartnersADVISO PARTNERS, the strategic M&A partner of Grant Thornton in the French market, is an independent financial advisory firm founded by Bertrand Thimonier. Our French partner is specialized in mergers and acquisitions, fundraising and corporate finance, dealing typically with transactions valued at €10 to €150 million. Its services are mainly aimed at entrepreneurs, executive shareholders and family-owned companies. ADVISO PARTNERS also advises listed corporate groups, institutional investors and investment funds. Its team comprises more than thirty professionals across five locations (Paris, Lille, Bordeaux, Lyon and Nantes). Grant Thornton has entered into a strategic partnership with ADVISO PARTNERS to benefit from each other’s capabilities on the French and international markets.

SolutionADVISO PARTNERS and Grant Thornton Switzerland have advised investment fund MBO PARTENAIRES (which acquired a majority stake in the Company in 2014), Sylvie ROLLIN (current CEO) and Ronaldo GARCIA (company founder) on the sale of ONE PLACEMENT to French company ACTUAL LEADER GROUP.

Created in November 2018 from the merger of GROUPE ACTUAL and LEADER INTERIM, ACTUAL LEADER GROUP generates revenues of €1.1 billion through its network of 350 agencies and is France’s 7th largest temporary staffing group.

Gilles Coudon, Managing Director of ADVISO PARTNERS commented: “ This structuring cross-border deal, executed in collaboration with GRANT THORNTON's Swiss Corporate Finance teams, will enable ONE PLACEMENT to accelerate its development plan by capitalizing on its historical positions, further expanding its regional coverage, reaching out to new markets, offering a wider range of services and being actively involved in the sector’s consolidation. The transaction is also in line with ACTUAL LEADER GROUP's policy of international external growth. The group already operates in Switzerland under its MAX STUDER brand. Thanks to this acquisition, it will rank among the top 5 temporary staffing groups in French-speaking Switzerland.”

Edouard Malandrin & Médéric Gaillard

Partner & CIO of MBO Partenaires

Case Study


Emerging markets and shifting consumer demand and behaviour are creating new challenges and opportunities. While E-commerce concepts have been broadly adopted during the last two decades, technology remains one of the core success drivers in the consumer industry. Artificial intelligence, structured mass data processing and integrated multichannel presences are only some of the most pressing trends in the consumer and retail sector.

Consumer businesses and in particular retailers who are not agile enough to transform in the digital age – either in-house or through M&A – face the risk of falling behind or of becoming subject to a distressed M&A sooner or later.

9

International

Private Equity

December 2018

Sale to GRODNO SA

Chain of electrical wholesalers

Grant Thornton (PL) provided corporate finance advisory services

Magma Sp. z o.o.

December 2018

Sale to First Retail International 2and creation of Joint-Venture

Shopping centers

Grant Thornton (PL) provided corporate finance advisory services

Karuzela Group

December 2018

Sale to Cargill

Chicken production and processing

Grant Thornton (PL) provided transaction services

Konspol Group

Fundraising

Agri-food sector

Grant Thornton (IE) provided transaction services

Monaghan Mushrooms

December 2018

December 2018

Acquisition of a smaller company

Retail


Gruppo Argenta

December 2018

Food & Beverage


Fondo AgroalimentareItaliano

Investment in an Italian player in the bakery industry

December 2018

Acquisition of Glaxi Pane, an Italian player in frozen bread field

Retail


Orienta Partners

December 2018

Disposal to UNIGRAINS and an investments club

Packaging


Pack +


International

Private Equity

August 2018

Minority acquisition of GrupoLarrumba

Restaurants

Grant Thornton (ES) provided corporate finance advisory services

Aurica Capital

July 2018

Acquisition

Greek food wholesaler


OLIX OIL

July 2018

Acquisition of make-up and beauty products brand

Retail


Bluegem II LP

October 2018

Strategic investment in JarrKombucha Ltd from Duvel Mortgat N.V.


Jarr Kombucha Ltd

Consumer

Disposal of Shaws Citroen to Donnelly Group

Motor retail sector


Shaws of Bangor Ltd

October 2018

September 2018

Food & Beverage


Fondo AgroalimentareItaliano

Acquisition of an Italian chestnuts specialist

November 2018

Foresight Group investment in the Children’s Furniture Co.

Furniture retail


The Children’s Furniture Co. Limited

October 2018

Acquisition of a caravan leisure and holiday park site

Hospitality


Bridge Leisure Parks Limited

October 2018

Acquisition of Premiere Coffee Limited

Food and beverage


Scoffs Group Limited

October 2018

Target Share Valuation

Retail

Grant Thornton provided transaction services

Royal Invest Consulting, a.s.

November 2018

Food & Beverage


Stock SpA

Acquisition of DistillerieFranciacorta

November 2018

A group of investors has acquired an Italian based competitor operating in the pet food business

Pet food


Club Deal


International

Private Equity

May 2018

Merger with Travelgenio

Travel and hospitality

Grant Thornton (ES) provided transaction services

Travelgenio

May 2018

Acquisition of Cotton Traders Limited

Clothing retail


CorpAcq Limited

May 2018

Acquisition of cosmetics retailer

Retail


Bluegem II LP

May 2018

Acquisition of Hillgate Travel

Travel management


Reed & Mackay

May 2018

Acquisition of Jollyes Retail Group Limited

Pet food


Kester Capital LLP

Acquisition of Joseph Morton Limited

Agricultural product retail and wholesale sector


Fane Valley Co-operative Society Limited

May 2018

July 2018

Sale to EKKIO Capital

Spa and Fitness centers


CALICEO

July 2018

Sale to HIVEST Capital Partners

Canned fruit products manufacturing


ST MAMET

June 2018

Sale of Rosa’s Thai Café to TriSpanRising Stars LP

Casual dining


Rosa’s London Limited

May 2018

Acquisition of a food manufacturer

Food & Beverage


Monviso

July 2018

Refinancing

Food-processing


Groupe DAUCY

July 2018

Acquisition of a competitor (Stop & Go)

Retail


Gruppo Argenta


International

Private Equity

January 2018

Sale to Groupe FINDIS

Retail of domestic appliances


JONCOUX

January 2018

Fundraising

Craft brewery


The West Berkshire Brewery plc

January 2018

Fundraising for a wet-led pub company

Pub operator


Maverick Pubs Limited

January 2018

Refinancing and acquisition of 4 KFC restaurants from Kentucky Fried Chicken (UK) Ltd

Retail food and drink


SBR South Limited

SBR SouthLimited

Disposal to Norcros plc

Consumer products

Grant Thornton (IE) provided provided transaction services

Merlyn Industries

January 2018

January 2018

Acquisition of the UK and Spanish subsidiaries from PACTIV

Food plastic manufacturing


Sirap Group

February 2018

Disposal to partesa (controlled by Heineken)

Food & beverage distribution


Baldi

March 2018

Acquisition of Ladbrokes Coral plc

Online gaming and sports betting

Grant Thornton (UK) acted as reporting accountant

GVC Holdings plc

February 2018

Acquisition of a competitor

Retail


Gruppo Argenta

February 2018

Acquisition of the “Fish” brand

Consumer goods / cosmetics


Swallowfield plc

March 2018

Acquisition of Gorm’s

High-end pizza restaurant chain


Orkla

April 2018

Leading Advisory Services

Dairy Products / Consumer


Dodoni SA


Client name:Carrs Foods Limited

Sector:Food & Beverage

Transaction type:Private Equity investment

Services provided:Corporate finance advisory and tax advisory services

Carrs Foods is a market leading international branded bakery business, supplying brioche and other bakery products across the world via its three brands: St Pierre; Baker Street; and Paul Hollywood.

“We have built Carrs Foods up over a number of years and we are delighted with the outcome. We’re thankful to the Grant Thornton team for all their help and support throughout this transaction. We are excited to enter into this new era partnered with BGF and continue building on our recent success.”

Jeremy Gilboy, Managing Director Carrs Foods International Limited

Background to dealCarrs Foods engaged us to act as lead advisors on securing investment as a result of our sector, local and private equity credentials.

SolutionWe introduced BGF, the UK’s most active investment company that provides patient capital for small and medium-sized enterprises.

Our deal experience, relationships and technical capability ensured a seamless process and successful outcome.

Trefor Griffith, Corporate Finance Partner at Grant Thornton, commented: “We are extremely proud to have advised the shareholders of Carrs Foods; it’s an incredible business and we believe BGF is a great new partner for the Company.”

Case Study


The evolvement of the FS sector is increasingly driven by FinTechs that have successfully challenged the traditional players. While FinTechs used to focus on the retail side of the business, they are now in the process of disrupting the commercial and institutional parts as well – being innovators in terms of digitalisation and implementation of Blockchain technologies.

Thus, it is not surprising that FinTech disruptors have raised the attention of the proven FS players in the market – leading to an M&A wave with two-digits EBITDA multiples in the past years. It is interesting to observe whether the high valuations will prove to be justified or whether these are only the result of pressured traditional players who are desperate to innovate and digitize by all mean.

14

International

Private Equity

December 2018

Acquisition of Volksbank AG Liechtenstein

Universal bank with a focus on private banking and asset management


Sigma Kreditbank AG

December 2018

Debt financing of an alternativelender to SMEs

SME finance provider


Goldman Sachs International


Minority sale of PMC Treasury to Inflexion Private Equity

Global financial risk management and treasury services consultancy

PMC Treasury

June 2018

Management Buy-Out

Financial Services


MOUNT STREET MORTGAGE SERVICING

April 2018

Participation

Financial Services - Business Consulting


ICAP OUTSOURCING SOLUTIONS

August 2018

Acquisitions of SSL Insurance Group and Endeavour Insurance Services

Insurance Broking

Grant Thornton (UK) provided corporate finance advisory, and transaction services

J.C. Flowers & Co. LLC

October 2018

Sale to PCF Group plc

Specialist asset financing andleasing solutions


Azule Limited

December 2018

Acquisition of Cavendish Corporate Finance & Admission to AIM

Corporate finance & broking

Grant Thornton (UK) acted as nominated adviser

finnCap Group plc

October 2018


International

Private Equity

Grant Thornton (UK) provided debt advisory services

Working capital debt raise

Financial Services

Aftab Currency Exchange Limited

March 2018

Admission to the Specialist Fund Segment of the LSE

Closed Ended Investment Fund


Life Settlement Assets plc

January 2018

Introduction to the Official List(Premium Listing Segment)

Closed Ended Investment Fund


India Capital Growth Fund Limited

January 2018

Refinancing

Insurance broker


My Policy Limited

March 2018


Client name:J.C. Flowers & Co. LLC

Sector:Financial services

Transaction type:Acquisition

Services provided:Corporate finance advisory, financial, tax and regulatory due diligence, financial modelling, tax and structuring services

Founded in 2001, JC Flowers is a US private investment firmdedicated to investing globally in the financial services industry

Background to dealEndeavour Insurance Services was founded in 1999 and specialises in the placement of business produced by North American and European agents handled under delegated authorities.

SSL is a leading marine broker established in 2003 and supports clients in more than 80 countries. As well as its marine expertise, SSL has expertise in many other insurance classes including cash in transit, financial institution and political risk.

We were engaged to provide lead advisory, financial, tax and regulatory due diligence, financial modelling and tax structuring services.

SolutionWe worked closely with JC Flowers to coordinate the two separate acquisition processes and ensure they remained aligned throughout and provided a robust due diligence service focusing on key risk areas.

We combined our strong sector specialism with the integrated approach taken across our lead advisory, due diligence, modelling and tax structuring teams when advising our client.

Our senior team members were hands on throughout the transaction to ensure that we provided JC Flowers with advice from our most experienced people.

Case Study


Greater prevalence of chronic diseases, advances in innovative, but expensive digital technologies as well as aging and growing populations continue to increase health care demand and expenditures. The European Union globally has the highest average age with Germany being Europe’s nursing home. Ever increasing life expectancy and shortage of skilled workforce will even fuel the challenges in the care of elderly people.

This irreversible trend requires solutions to offer better care both in terms of quality and quantity. As it will be almost impossible to meet those challenges by expanding stationary care offers only, home care, assisted living and age-appropriate living forms will encounter extraordinary growth. Paired with a fragmented private market – we expect the healthcare market and in particular the elderly care market to remain across the most active M&A markets with high Private Equity attention.

17

International

Private Equity

October 2018

Purchase of HTL Technologies

Biotech / Pharma


BRIDGEPOINT

October 2018

Sale to DEDALUS and ARDIAN

Healthcare software publishing


INFOLOGIC-Santé

December 2018

Investment in Alpha Vitality backed by Apposite Capital

Dental


Riverdale Healthcare Limited

November 2018

Investment in digital resourcing platform for healthcare providers

Healthcare platform


BMJ Publishing Group Limited

December 2018

Sale of TLC Care Homes

Specialist provider of residential and supported living care


TLC Care Homes Limited

August 2018

Acquisition of Choices Home Care Limited

Domiciliary care and community support


Optimo Care Group Limited

Acquisition of Mediasource

Healthcare sector


DCC Plc

September 2018 September 2018

Acquisition of Medineos

Healthcare


IQVIA AG


International

Private Equity

June 2018

Fundraising

Nurseries


PEOPLE & BABY

May 2018

Acquisition of StatFinn – EPID Research

Healthcare

Grant Thornton (FI & UK) provided transaction services

IQVIA AG

Fundraising

Nursing homes sector


TLC Nursing Home Group

July 2018

Sale of Origin Group to VetPartners

Animal healthcare


August Equity Partners and Origin Group Limited

May 2018

Investment in Care SourcerLimited

Healthcare

Grant Thornton (UK) provided due diligence services

Legal & General Capital Investments Limited and Care Sourcer Limited

March 2018

Acquisition of London Travel Clinics Limited

Healthcare


European Lifecare Group A/S

Acquisition of Aquilant

Healthcare distribution sector

Grant Thornton I(E) provided transaction services

H2 Equity Partners

August 2018

Acquisition of Healthcare 21

Healthcare distribution sector


H2 Equity Partners

August 2018

Acquisition of Sensile Medical

Health care / Technology

Grant Thornton (DE) provided transaction services

Gerresheimer AG

July 2018 June 2018

Acquisition of shares in a company owning UK residential property

Social housing


Residential Secure Income plc

2018

Acquisition of its franchisees

Healthcare


Dental Coop

2018

Sale to Evidensia Nederland B.V.

Veterinary care

Grant Thornton (NL) provided corporate finance advisory services

DAP Bodegraven

2018


Client name:TLC Care Homes Limited

Sector:Care homes



Founded in 1998, TLC Care Homes Limited (“TLC”) is a leading provider of high acuity, complex residential and supported living care to individuals with severe learning disabilities and autism.

“We want to thank the Grant Thornton Corporate Finance team for their continued tenacity and agility throughout the transaction. They gave us endless support throughout the process and ultimately secured an exciting home for the company. The guidance helped us personally through the challenge of running the business whilst preparing for sale. The deal expertise and commitment of the team was outstanding, delivering an incredible result for us as shareholders and the business with new investors.”

Glen Harms and Ralph Charles, Directors and Owners, TLC Care Homes Limited

Background to dealTLC has grown organically to become a best-in-class specialist care provider with over 110 service users across over 40 well invested sites, predominately located in the East of England.

The shareholders of TLC engaged us to act as lead advisors on the disposal of the company.

SolutionHaving worked closely with the management team throughout the transaction, we generated significant interest in the business which led to a fantastic result for the shareholders.

As part of the transaction, we provided lead advisory services, as well tax advice. We utilised our strong network in the healthcare space and significant sector knowledge to find the right strategic acquirer.

Peter Jennings, Corporate Finance Partner, who led the deal, commented: “TLC have shown real innovation to develop services in line with commissioners’ requirements and have created a very special business. The role that specialist care providers play in our communities has never been more important so we are thrilled to have supported the shareholders of TLC through such an important phase of the business’ lifecycle.”

Case Study


The fourth industrial revolution is taking place right now. Implementing Internet of Things (IoT) in a customized way is one major challenge to be mastered to achieve the great promises of industry 4.0: cost reduction, increased efficiency, improved safety, meeting compliance requirements and product innovation. It is obvious that industrial manufacturers need to invest in their machinery, IT equipment and processes to stay competitive. Acquisitions may make sense to either complement the product range or to acquire capability and technology that helps to make up for missed investments.

Companies who fail to adjust will ultimately left behind in terms of competitiveness and – in the end – might become targets for the “industry 4.0” winners.

20

International

Private Equity

December 2018

Acquisition of Prime Light Electrical Limited

Distribution of specialist lighting components


Bay Tree Private Equity LLP

December 2018

Buy side Due Diligence on the acquisition of Plano Pack

Production of packaging

Grant Thornton (DK) provided corporate finance advisory services

Highlander Partners

Disposal of Leuna Tenside to Vantage Speciality Chemicals Holding Inc.

Manufacturer of speciality chemicals


Leuna Tenside GmbH

November 2018

Acquisition of Kuhnle Engineering GmbH

Motorbike equipment


RGI Star Limited/ Rubicon Partners

December 2018

December 2018

Acquisition of SIG RoofspaceLimited

Off-site manufacturing ofconstruction systems


Saint-Gobain Building Distribution Limited

December 2018

Sale of United Closures and Plastics Limited by RPC Group plc

Manufacturer of closures for the spirits industry


RPC Group plc

Disposal to Marposs Group

Manufacturer of high-precision gauges and measuring instruments

Grant Thornton (DE) provided corporate finance advisory services

Lehren-und MeßgerätewerkSchmalkalden GmbH

December 2018

Acquisition of Kehren GmbH

Metallographic products and Services


Lapmaster Wolters GmbH

December 2018


International

Private Equity

Acquisition of the Flamm Group

Metal forming and machining


Muhr und Bender-Unternehmensgruppe

September 2018

November 2018

Acquisition of Ewii Fuel Cell

R&D and production of fuel-cell technology


Troowin

November 2018

Shareholder buyout

Industrial Automation

Grant Thornton (HU) provided corporate finance advisory services

Vesz-Mont 2000 Kft.

October 2018

Information memorandum

Manufacturing


CEFC Group (Europe) Company a.s.

September 2018

Acquisition of Aufderhaar KunststofRecycling B.V.

Recycling

Grant Thornton (NL) provided due diligence services

Veolia Nederland B.V.

September 2018

Divestment of Grupo Halcón

Manufacturing and Industrial


Grupo Halcón Cerámicas

October 2018

Acquisition of Briar Consulting Engineers Limited

Energy procurement and consultancy


Zenergi Group Limited

September 2018

Sale of Recycling Lives to Three Hills Captial Partners

Total waste management solutions


Recycling Lives Limited

September 2018

Sale to RPC Group plc

Plastic recycling


PLASgran Limited

August 2018

Sale of Mobile Windscreens Limited to Ryds Bilglas AB

Automotive


Mobile Windscreens Limited

November 2018

Acquisition

Energy services


ČEZ ESCO

Disposal of Drehtainer to Hesco, a subsidiary of Praesidiad Group

Manufacturer of special containers


Drehtainer GmbH

November 2018


International

Private Equity

Acquisition of FFT GmbH

Industry 4.0/ Digitalized Manufacturing


Fosun Capital Investment Management Co., Ltd

June 2018

Acquisition of Pichler & Strobl GmbH

Creator of technically sophisticated components


HÖR Technology GmbH

March 2018

June 2018

Sale to MAXBURG Capital Partners

Asbestos removal equipment


LAPRO

Acquisition of Arthur Friedrichs Kältemittel GmbH

Refrigerant gases


A-Gas International Ltd.

May 2018

Acquisition of RasselsteinRaumsysteme GmbH & Co. KG

Bathroom furniture manufacturer


BWK GmbHUnternehmensbeteiligung

July 2018July 2018

Purchase of COFIDEP

Electrical equipment for individual houses


Groupe IPELEC

June 2018

Divestment of Plafesa

Industrial manufacturing


Plafesa

June 2018

Admission to trading on AIM

Technology provider of protection systems for subsea cable, umbilical and flexible pipes and offshore engineering services

Grant Thornton (UK) acted as nominated adviser and reporting accountant

Tekmar Group plc

January 2018

Sale of Blue Sky Plastic and Electrical Recycling Limited to EnvaGroup

WEEE plastic recycler


Blue Sky Plastic and Electrical Recycling Limited

Acquisition of a majority interest in siccum GmbH

Renovation of building damages


RIGETO Unternehmer-kapital GmbH

July 2018

April 2018

Sale of Majority Equity Stake to Ramco Plexus Limited

Security printing of mobile phone recharge vouchers

Grant Thornton (Kenya) provided corporate finance advisory services

Sintel Security Print Solutions Limited

January 2018

Virtual data room administration

Manufacturing

Grant Thornton (CZ) provided data room administration

ŠKODA INVESTMENT


Client name:PLASgran Limited

Sector:Recycling


Services provided:Corporate finance advisory services

PLASgran Limited (“PLASgran”) is a market leading rigid plastic recycler specialising in a wide range of plastic polymers. The company was founded in 1999 and soon established itself as a reputable brand within the industry.

“I want to thank Grant Thornton for their efforts on this transaction. Their dedication and commitment throughout was exceptional. Their negotiation skills were fantastic and achieved our desired outcome. I wouldn’t hesitate to recommend them.”

Carl Waters, Founder and Chairman, PLASgran Limited

Background to dealPLASgran had received interest from RPC Group plc (“RPC”). The seller acknowledged the strong commercial fit between RPC and PLASgran, and we were engaged as lead advisers on the sale of the company.

SolutionWe worked with PLASgran to demonstrate and present the growth opportunities of the business and ultimately drive value.

We led the detailed negotiations with RPC, significantly improving the initial offer and deal structure. The team also project managed various diligence streams and advised on the key commercial terms of the transaction.

Case Study

How we made a differenceWe were able to negotiate and increase the offer by understanding the business and its drivers, which represents a fantastic deal. Our deal expertise meant that the transaction was closely managed through to completion.

Stuart Davies, Advisory Associate Director commented: “This is a great result for both parties and I look forward to seeing the next phase of PLASgran’s journey under RPC.”


Client name:Shareholder of Lehren- und Meßgerätewerk GmbH Schmalkalden, Germany

Sector:Industrial manufacturing


Services provided:Corporate finance advisory services

LMW has been manufacturing high-precision gauges and measuring instruments at its traditional Schmalkalden location for 80 years. With an annual turnover of approximately 11 million euros and 200 employees

LMW occupies an attractive niche in the market for measuring instruments. The Italian Marposs Group is active in the measurement and testing technology with 3,280 employees.

“The German Grant Thornton team convinced us with a clear structure and exceptional commitment to transparency and progress in the process. The high level of motivation was clearly perceptible at all times and has significantly advanced the transaction.”

Backgroundto dealIn lack of an appropriate internal management successor and in light of a diverse private owner structure, the shareholders of LMW engaged Warth & Klein Grant Thornton (Grant Thornton Germany) to run a structured selling process.

SolutionThe M&A Team of Grant Thornton Germany advised the shareholder of LMW on the initiation, preparation and implementation of the transaction. Through intensive research, a tailor-made selection of financial investors and strategic interested parties has been identified.

The Grant Thornton network has demonstrated its efficiency worldwide and has promoted the international approach to investors. The shareholders of LMW then entered into negotiations with the Marposs Group, which resulted in the singing of the purchase agreement in October 2018.

With the integration of LMW into a complementary product portfolio, the Marposs Group can continue to implement the expansion, and LMW has been able to initiate a sustainable strategic orientation.

Klaus Ulrich, Owner and Managing Director ofLehren- und MeßgerätewerkSchmalkalden GmbH

Case Study

How we make a differenceThe M&A team has once again fulfilled the wishes of medium-sized clients seeking support in the demanding task of selling a company. Understanding the needs of the other side, Grant Thornton Germany has moderated the interests and led the parties to a successful closing of this transaction.


The development of artificial intelligence solutions and software combined with investments in cloud computing to manage big data will further drive Artificial Intelligence (AI) penetration in almost any market segment. The implementation of 5G networks will be the enabler of connected factories, smart cities and connected cars and 5G technology will increase China’s influence on the TMT sectors, also driving growing demand for cybersecurity products and services.

In an ever evolving sector that impacts our economies and societies like no other, it is not surprising that most of our presented transactions are found here.

25

International

Private Equity

December 2018

Investment in ROI Hunter

Technology

Grant Thornton (CZ) provided transaction services.

Agora SA

December 2018

Acquisition

Telecommmunicaitons


Telco Pro Services, a.s.

December 2018

Investment in Findologic

eCommerce SaaS


BE Beteiligungen

November 2018

Acquisition of Silverbear Limited

Membership software provider


Clearcourse Partnership Acquireco Limited

October 2018

Sale of Brookcourt Solutions to Shearwater Group Plc

Next Generation IT and Cyber Security Managed Services


Brookcourt Solutions

October 2018

Sale to DEDALUS and ARDIAN

Healthcare software publishing


INFOLOGIC-Santé

October 2018

Acquisition of Channel Pilot Solutions GmbH

eCommerce Software


Oxatis S.A.

December 2018

Acquisition of a branch of an Italian player in the virtual boardroom business

Information & communication


Dilitrust


International

Private Equity

July 2018

Determination of company rating

Plasma technology well drilling

Grant Thornton (CZ) provided rating services

GA Drilling

Acquisition of Landmark Media

Media and news


The Irish Times

July 2018

August 2018

Acquisition of CHAPS

Technology


ČD – Informační Systémy

August 2018

Sale of CNS Group to Six Degrees Holdings Limited

Cybersecurity


Convergent Holdings (London) Limited

August 2018

Investment into iPortalis Limited

Provision of cloud based software services

Grant Thornton (UK) provided corporate finance advisory and transaction services

NorthEdge Capital LLP

August 2018

Acquisition

Queue management system software

Grant Thornton (Bahrain) provided transaction services

Skiplino Bahrain

September 2018

Acquisition of Jayway

Consulting companies with technology


Devoteam

September 2018

MBO backed by Palatine Private Equity Fund

Provider of IT, digital and technology apprenticeships


Estio Training Limited

August 2018

Carve-out of Showcare division to NEP Group

Delivery of technical equipment for live events


FilmGEAR

August 2018

Sale of Henderson Scott’ to Search Consultancy Group

IT Recruitment


Henderson Scott International Group

July 2018

Sale to DP Logiciels

Specialized publishing


TISSOT

October 2018

Acquisition of CallHosted B.V.

Providing ICT solutions


SolunoBC AB


International

Private Equity

June 2018

MBO of Marketsquare from De Persgroep

Advertising agency


Marketsquare

Management buy-out

Information technology


Client Solutions

June 2018June 2018

Acquisition

Smart watering


RACHIO LTD

June 2018

Acquisition of Insite Security

Digital security


Eurofins Scientific

July 2018

Acquisition of Gruppo Sintesi

ICT services and solutions


Vinci Energies

June 2018

Acquisition of Unisoft SA

Software


SOFTONE TECHNOLOGIES SA

Acquisition of iCabbi Limited

Dispatch software


RCI bank and services

June 2018

April 2018

Acquisition of Bergauer Holding AG

Developing & implementing control systems for traffic management


SWARCO AG

May 2018

Sale of Livingstone Holdings Limited to Carlyle Group

Software asset management managed services provider


Livingstone Holdings Limited

May 2018

Acquisition of Hobs On-Site Limited

Managed document services


Rigby Private Equity / M2 Digital Limited

June 2018

Acquisition of multiple smaller competitors

Telecommunications


EI Towers

June 2018

Acquisition of Fen Technologies

Product development consultancy

Grant Thornton (ES) provided advisory services to Inspiralia in the acquisition of Fen Technology.

Inspiralia


International

Private Equity

March 2018

Financial and transactional advisory, valuation

Technology

Grant Thornton (CZ / SK) provided transaction services

Slovenská záručná a rozvojová banka

April 2018

Acquisition of Allgeier Medital IT in a buy-and-build strategy of RVC

Software


Main Capital Partners GmbH

March 2018

Acquisition of Ocean Intelligent Communications Limited

IT services


CANCOM SE

March 2018

Acquisition of the BAG Group

Electronics / Semiconductor Technology


OSRAM GmbH

March 2018

Acquisition of GECO Deutschland GmbH

IT staffing service


Yoh Services LLC

February 2018

Acquisition of 50.1% of Zona Paradoxal, Lda.

Game development company

Grant Thornton (PT) provided transaction services

Funcom N.V.

Merger between Star2Star and Blueface

Telecoms sector

Grant Thornton (IE) provided due diligence services

Star2Star

January 2018 January 2018

Sale of ION Investmetn Group

Software


Aspect Enterprise Solutions

January 2018

Acquisiton of eSolve AG and santixAG

IT services


Ausy S.A.

Acquisition of the 1&1 telecommunication SE

IT services


Drillisch AG

December 2017

2018

Growth Financing

Airport solutions


Scarabee Aviation Group

April 2018

Sale of Stirling Dynamics to Assystem S.A.

Aerospace and marine engineering design services


Stirling Dynamics


Client name:Connect Advertising & Marketing LLP

Sector:Advertising and marketing



Founded in 1993, Connect Advertising & Marketing LLP (“Connect”) is an award winning, tech-centric digital marketing and communications agency.

“It was a pleasure working with the Grant Thornton team, who provided quality advice and service across the board. Claire and her team ran a smooth process and helped to negotiate a number of deal complications. We are grateful to them for their hard work and commitment in getting the right structure in place and getting this deal across the line.”

Antony Green, Managing Director, Connect Advertising & Marketing LLP

Background to dealConnect’s team of skilled IT and advertising professionals work with blue-chip clients in the automotive, consumer, infrastructure and retail sectors, amongst others.

We were engaged by the partners of Connect to act as lead advisors on the sale of the business.

SolutionOur team ran a full marketing and sales process, attracting a wide range of interest.

We leveraged our sector expertise in the digital advertising and marketing services sector which introduced the ultimate buyer, Inspired Thinking Group (“ITG”).

ITG is a multinational agency providing specialist marketing services to a global customer base, backed by Equistone Partners Europe.

Our team of lead advisors ran a smooth process and worked to provide a deal structure that provided each partner with a deal to suit their ambitions.

Case Study


International

Private Equity

December 2018

Acquisition of an Italian Photovoltaic business

Energy


Clere AG

December 2018

Acquisition of multiple wind power businesses

Energy


Enel Green Power

December 2018

Acquisition of a group that manages a photovoltaic portfolio

Energy


Nordic Solar

October 2018

Acquisition of a competitor operating in the electricity distribution services

Energy


Alperia

Acquisition of M.S.C. Objekt Berlin GmbH

Real Estate


Fortress Investment Group LLC

October 2018October 2018

Investment in a real estate project

Real Estate


55 Gresham Ventures Ltd.

55 Gresham

Grant Thornton (NL & FIN) provided transaction services

October 2018

Merger of BVB Substrates and Kekkilä

Horticultural products

BVB Substrates

October 2018

Merger of BVB Substrated and Vapo Oy

Supplier of substrates


BVB Substrates

July 2018

Acquisition of Icepage Limited (parent company of FloranovaLimited)

Flower and vegetable seed breeder

Grant Thornton (UK & CH) provided transaction, anti-bribery and corruption services

Syngenta International AG

June 2018

Acquisition of renewable energy parks

Energy


FORTRESS INVESTMENT GROUP LLC

June 2018

Acquisition of Real Estate Properties

Real Estate

Grant Thornton (PT) provided transaction services

Signal Real Estate Opportunities

May 2018

Financial, tax and legal due diligence, valuation

Energy services

Grant Thornton (SK) provided transaction services

Slovenský Plynárenský Priemysel, a.s.


International

Private Equity

2018

Management buy-out

Composting services


Wagro

May 2018

Acquisition of LocoFlex B.V. and MLBS

Rail Services


Trans Europa Express Holding

Acquisition of Kreuzmayr Bayern Gruppe

Energy trade and services


Diersch & Schröder

April 2018

March 2018

Sale of Chambers and Partners to Infexion Private Equity

Publishing

Grant Thornton (UK) provided corporate finance advisory

Chambers and Partners

May 2018

Sale of Earthoil PlanatationsLimited to Univar Limited

Supplier of personal care ingredients


Treatt plc

January 2018

Acquisition of Burgeon & Ball Limited

Manufacturer and distributor of garden and agricultural tools


Venanpri Group

Sale to Baywa AG

Food Industry

Grant Thornton (IT & DE) provided transaction services

Premium Crops

January 2018

Acquisition of a US based business

Security


Netwatch

April 2018

Management buy-out

Travel and hospitality


Abbey Tours

2018

May 2018

Acquisition of Down The Drain Group

Organizer and host of some of Denmark’s largest festivals


Orkila Capital

February 2018

Financial and tax due diligence

Real estate


Nemomax

February 2018

Acquisition of RigLogix from DHI Group, Inc

Oil & gas data analytics


Westwood Global Energy Group


Peter Vaš[email protected]

Selected M&A contacts

Rafał Śmigórski rafal.smigorski.pl.gt.com

Kai [email protected]

Nela [email protected]

Andy [email protected]

Evert [email protected]

Jesper [email protected]

Kari [email protected]

Michael [email protected]

Gilles [email protected]

Michael Chomba [email protected]

Jatin [email protected]

János Kővágó[email protected]

George [email protected]

Vincenzo [email protected]

Gonçalo Guerra [email protected]

Ramón Galcerá[email protected]

Sante [email protected]

european deal book 2018 - warth & klein grant thornton ag · © 2019 grant thornton...

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