Acquirer Spring 2013 - Livingstone Partners

LAWRIE HOLMESDEAL AT A GLANCECLIENT: HYPO WHOLESALE B.V.SECTOR: CONSUMERDEAL TYPE: SALE, BUY-IN BUY-OUTBUYER: MBO TEAM/VENDIS CAPITALA GOOD FEELINGJan Willem de Lange, Managing Director of HypoWholesale, had only recently been appointed todrive the growth of the company. He says thatChristian Grandin, Partner, and Johannes Faber,Senior Consultant at Livingstone Düsseldorf,grasped the brief at their first meeting. He hopedthey would be able to attract investor interest inGermany, where the group’s products, includingGerman brand euro-star, had flourished. “Theyimmediately gave us a good feeling that they couldwork well with Steef and I, two very differentpeople, in defining our goals,” says de Lange.Livingstone developed a carefully researchedlist of potential buyers and investors that was thenwhittled down to a short list of five. “They guidedus well with developing the right documentsand gave good counsel on how to prepare formeetings,” says de Lange. “They also advised uswell on our own due diligence – ensuring that allthe right information was in place, which wasthen compiled for a data room we created. Theythen acted as a gatekeeper for us.”After establishing that an owner andmanagement buy-out of the business backed bya new majority investor would be the preferredoutcome, the challenge was to find a financialpartner with the right pedigree to support thewider strategy, according to Grandin.“We needed to find a partner who would knowhow to support a business that had been growingwith certain brands at a rate of more than 50%a year for several years, and who could helpmanagement to identify and pursue targetedgrowth into new regional markets and segments,”he says. “Based on the successful positioning ofthe brands around the polo sporting lifestyle, thechosen investor would also help the business toestablish its main fashion brand in the generalfashion retail market.”Vendis Capital, a Belgian private equity fundfocused exclusively on the consumer sector inEurope, emerged as the preferred bidder, andacquired a majority stake in the business at theend of 2012. Founded in 2009 by the formermanagement team of Mitiska, an investmentcompany specialising in the retail sector, the fundhas a capital base of more than €100 million.“We had spoken to several private equity firmsin Germany, France and of course the Beneluxregion, but with the takeover by Vendis, itultimately turned out to be a local story,” saysGrandin. “The advantage to Vendis was that theyunderstood the business opportunity clearly, andthere were no language barriers to deal with.”Duijndam adds: “Vendis Capital can supportthe growth of our company, and I have alreadyseen the additional consumer sector expertisethey are bringing to the table. Vendis is giving meand my team the flexibility to continue to lead thecompany’s independent development from ashareholder’s position.”A COMPLEX CARVE-OUTAlthough the sale was agreed, the other majoraspect of the brief – managing the carve-out of thewholesale business from the rest of the group –was only just starting. The Livingstone teamproject-managed a team of specialist advisers inthis complex process. “It wasn’t a straightforwardtransaction,” explains Grandin. “There was plentyof separation of people and IT structures in whatis a very lean organisation.”de Lange fully appreciates the efforts thatLivingstone went to in order to deliver therestructuring. “We gave the team the raw dataand they helped us undertake some parts of theproject. Using the right lawyers and accountants,they created a real team around us, working withour own accountants. If we didn’t understandsomething, they fully supported us.”Although the sale has completed, theLivingstone team will continue to work withde Lange and his team in the months ahead.“We expect them to still support us post-deal,including work on ensuring the managementearn-out is successful,” de Lange concludes.Contact:Christian Grandin, Partner,Livingstone DüsseldorfT: + 49 211 300 495 21,E: grandin@livingstonepartners.deJohannes Faber, Senior Consultant,Livingstone DüsseldorfT: + 49 211 300 495 33,E: faber@livingstonepartners.deWWW.LIVINGSTONEPARTNERS.COM // SPRING 2013 // 17