CLAIRFIELD REVIEW - Syncap

First quarter 2011
CLAIRFIELD REVIEW
A publication of Clairfield Partners: leaders in mid-market M&A and corporate finance in Europe, the Americas, and Asia Pacific
Clairfield’s 2010 in review:
New markets and numerous deals in a year of recovery
Austerity, globalization, inflation, deflation,
bailouts – these were the watchwords
for observers of the economy in 2010. The
M&A industry lived up to the low expectations
created by the recovering economy,
with Europe taking a back seat to
emerging markets. Despite the turmoil,
Clairfield Partners enjoyed a busy year in
2010, with over 75 deals closed for a total
transaction volume of over USD 2 billion.
EXPANSION TO INDIA
With emerging markets taking the starring
role on the world stage, Clairfield
expanded into India with the addition of
Equirus Capital in 2010. Equirus has offices
in Mumbai, Bangalore, and Ahmedabad,
and since its inception in 2007 has
closed over 28 transactions in sectors such
as telecom, engineering, retail, and life
sciences. In its first few months of joining
Clairfield, Equirus is already working on
important cross-border mandates with its
partner offices.
Abhijeet Biswas, director at Equirus, is
optimistic about 2011. “India is likely to
achieve a GDP growth rate between 8 and
8.5%. The Bombay Stock Exchange will be
up 15% with IT and technology continuing
to be the most interesting sectors,”
predicts Mr. Biswas. “However, spiralling
inflation and political instability due to
corruption scandals are the risk factors
for what looks to be a very good year.”
NEW UK OFFICE
Orbis Partners joined Clairfield as a partner
firm in the UK. Orbis, which employs
13 professionals, was founded in 2006
through an MBO from Kroll Corporate
Finance. The firm offers expertise in
healthcare, technology, specialist manufacturing
and engineering, and support
services.
SECTOR GROUPS
The new partner offices in India and the
UK added more experts to the Clairfield
roster and further strengthened the sector
teams. While Clairfield Partners firms
remain generalists, many Clairfield professionals
are experts in specific fields.
The Clairfield industry groups serve as a
Clairfield achievements in 2010
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forum for such expertise, sharing views
on sector trends and discussing joint
projects. Sectors include healthcare, renewable
energy, TMT (technology, media,
and telecommunications), food &
agribusiness, consumer goods, business
& financial services, and industrials.
Albert Schander, partner at Clairfield
Germany (SynCap) and director of Clairfield
Partners, said, “Our individual offices
have long had experts in different
sectors and it made sense to combine intellectual
resources so that, for example, a
food ingredient company in Germany has
access to an expert in this field in France,
Spain, or India. We are in the unique position
to offer access to industry experts in
many segments.”
AWARDS
Completed Endinet’s acquisition of Alliander for EUR 712 million, in
one of several energy deals.
Expanded into new markets in the UK and India.
Ranked among the top 25 advisors worldwide and in the top 10
independent firms by Thomson Reuters.
Received the Financial Deal of the Year Award from M&A Atlas.
Received three prestigious awards in Germany from ACQ, Finance
Monthly, and Intercontinental magazines.
Reflecting its record for 2010, Clairfield
made an outstanding showing in the
Thomson Reuters league tables, which
rank financial advisors on the volume and
value of deals advised. Clairfield Partners
ranked 24th worldwide on the list of advisors
of deals of undisclosed values and
values up to USD 50 million, and 15th in
Europe. Clairfield was also included in
the league tables for France, Germany,
Italy, Benelux, Eastern Europe, Australia,
and India.
In other honors, Clairfield’s US-based
partner McColl Partners received the
M&A Atlas Awards’ “Financial Deal of the
Year” for advising Puerto Rico’s Oriental
Financial Group, Inc. in its acquisition of
Eurobank from FDIC receivership. Ger-
man partner SynCap won the “Business
Advisory Firm of the Year” award for Germany
from ACQ magazine. SynCap also
received the “Corporate Advisory Firm
of the Year” award for Germany from Finance
Monthly and the “Investment Bank
of the Year” award for Germany from Intercontinental.
OUTLOOK FOR 2011
“We had a record year in 2010 with 25
closed deals, and the outlook for 2011 remains
very strong for U.S. companies as
there is significant capital ready to invest,”
said Dave Vorhoff, managing director
of McColl Partners. “After nearly two
years of slower M&A activity, U.S. private
equity groups and strategic buyers are
becoming very aggressive bidders in our
transactions.”
In addition to positive trends in the United
States, emerging markets continue to
claim high deal volumes. Antoni Rakowski,
chairman of Clairfield Poland says,
“due to expected healthy GDP growth in
INSIDE
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Japan
New Madrid office
Q4 transactions
continued on page 4

SPOTLIGHT
Japan increasingly active in international M&A
Mizuho leads in crossborder transactions in Europe
Clairfield Partners is opening to Asia and is pleased to collaborate
with the Japanese bank Mizuho. Gideon Franklin, the deputy head
of mergers & acquisitions at Mizuho’s London office, explains why
Japan was a major player in 2010 and what’s in store for 2011.
In 2010, according to Thomson Reuters, outbound Japanese
crossborder M&A was up 98% at US$38 billion with a record
total of 520 deals, of which 95 were in Europe.
One driver of this surge in outbound M&A is, of course, the
relative strength of the yen, making foreign acquisitions look
relatively cheaper for Japanese companies. The most important
factor in our view is that management of companies in Japan
are now recognizing that the economic downturn has not just
been cyclical. There are structural changes which need to be
addressed with new international strategies. CEOs are looking
for new customers and that all-important know-how of foreign
companies on how to do business in a global way. Japanese companies
also need to find higher returns rather than focussing
on market share. International is taking an increasing share of
corporate investment budgets.
2010 was an active year for Mizuho and we were delighted to
be named Thomson Reuters Acquisitions Monthly Asia Pacific
M&A Advisor of the Year. It is encouraging that as far as Europe
is concerned the transactions have been extremely varied – different
countries and many sectors – suggesting that the Japanese
M&A upturn is going to be sustainable.
To list a few examples of Mizuho’s deals: Canon acquired the
copier manufacturer Oce in the Netherlands; Lotte acquired the
chocolate manufacturer E Wedel in Poland; Panasonic acquired
its Dutch distributor Haagtechno from Rexel of France; Zeria
acquired the Danish biotechnology company Biofac Esbjerg;
Daifuku acquired an equity stake in the private Austrian com-
pany Knapp; sake company Takara acquired the French food
distributor Foodex.
However, it has not all been one way traffic. We advised the
Dutch manpower company Randstad on the acquisition of FujiStaff;
we sold textile company Teijin’s German chemicals subsidiary
to private equity firm Serafin; we sold an automotive
components subsidiary of Takasago Tekko to MW Italia.
We welcome all the contact we have had with Clairfield Partners
in recent years. We enjoy discussing ideas and exchanging
information for the mutual benefit of all our clients. Increasingly
we are glad to be engaged in crossborder M&A discussions
concerning not only Japan, but the rest of Asia.
In the year of the rabbit all of us at Mizuho wish Clairfield
Partners a leap forward in M&A for 2011!
Coram Clairfield opens office in Madrid
Coram Clairfield, Clairfield’s partner in Spain, with presence in
Barcelona since 1996, has opened an office in Madrid’s financial
district.
The Madrid team is composed of Ulises Vegas, partner, and Sinforiano
Fernandez, senior advisor, who worked together before
joining Clairfield in advising clients on acquisitions and disposals
as well as post-integration, consulting and turnaround
projects.
Mr. Vegas worked for more than 18 years as finance director
in a number of multinationals with an impressive track
record in financial and business controlling, reporting, planning
and analysis, tax/legal international planning, merger
post-completion projects, strategic analysis for acquisitions,
restructuring, and turnarounds. He has sector experience in
M&A and consulting in TMT, food, B2C distribution, services,
renewable energy and medical equipment. Mr. Fernandez has
Gideon Franklin outside a Mizuho branch office in Tokyo.
specialized in industrial, renewable energy, food and agribusiness,
and business services for the past 15 years.
“We’ve been covering the entire country from Barcelona for over
10 years, but our dealflow has increased recently with renewed
interest from foreign buyers,” says Brian O’Hare, founding
partner of Coram Clairfield. “We expect to grow even further
in 2011. An additional office together with a proven team in the
capital just made sense.”
The partners at Coram Clairfield are seeing some interesting
developments in the M&A market. Mid-sized construction
companies may become a hot topic in the ongoing restructuring
of the sector. Energy continues to be very attractive in spite
of government cutbacks in the renewable area. Healthcare and
IT services are also a hot sector.
A strong team of senior advisors with sector-specific experience
will be advising Spanish clients from both offices.
2 Clairfield Review Q1 11

sold a majority stake to
K Finance
SynCap
Acquisition
Belgium/China
acquired
M4S
a subsidiary of
Option NV
Sale
Netherlands/Germany
sold the
Business Solutions
unit to
DAS
Boer & Croon
SynCap
Sale
Italy
Nice
Acquisition
Austria/Germany
acquired
Asytec
Sale
USA/Colombia
was acquired by
Grupo Nacional de
Chocolates
McColl Partners
acquired a minority
stake in
Bortoluzzi Sistemi
K Finance
Acquisition
Italy
Clairfield Review Q1 11
The Milanese lighting company FontanaArte
was founded in 1932 and owned and managed
since 1979 by Carlo Guglielmi. In recent years,
FontanaArte has become a major player in the
contracts segment, completing technical lighting
projects for both indoor and outdoor settings.
Nice, a listed company, produces systems for the
automation of gates, doors, road barriers, awnings,
and solar screens for residential, commercial
and industrial buildings. The Group exports
its products to over 100 countries, generating
over 80% of its consolidated revenues abroad.
Huawei Technology Co. Ltd acquired M4S NV
(Multi Mode Multi Media Solutions NV), a subsidiary
of the listed Option NV for a total consideration
of € 8 million. Huawei Co. is based in Shenzhen
and is a leading telecom solutions provider in
the fields of telecom network infrastructure,
application & software, professional services,
and devices. Huawei has revenues of € 16.5
billion with over 100,000 employees.
M4S is based in Leuven-Belgium and is a
semiconductor company that develops radio
frequency chipsets used in 4G mobile devices.
The founder of B&D Juristen sold the B&D
Business Solutions business unit to DAS Legal
Finance B.V., a Dutch provider of legal advice
and debt collection management services.
B&D Business Solutions (B&D Juristen) is a legal
consultancy and business-to-business debt
collection agency.
DAS is a German insurance group and is the
European market leader in legal expense
insurance, operating in 15 European countries.
It is a subsidiary of DAS Holding N.V., which had
revenues of approximately €266 million in 2009.
Designa Verkehrsleittechnik GmbH, is owned by
MTH AG, Vienna, an industrial holding with 2800
employees and sales of €500 million. Designa
develops automatic parking management systems.
Designa has sales and service branches in
60 countries with and has subsidiaries in Austria,
France, Hungary, Italy, the UK, and the US.
Asytec GmbH is active in the development of
customized access control and video systems.
It maintains its own service network in Europe,
South America, the Near and Far East, and Africa.
Fehr Holdings, LLC is a leading, value-priced retail
packaged cookie manufacturing company.
Founded in 1992, Fehr Foods develops, manufactures,
and distributes a portfolio of branded
cookies under the Lil’ Dutch Maid, Sun Valley,
and Tru-Blu brands, as well as private label
products.
Headquartered in Medellín, Colombia, Grupo Nacional
de Chocolates S.A. produces and distributes
processed meat, cookies, biscuits, chocolate,
coffee, ice cream, and pasta products.
GNC operates production plants in six countries
and exports its products to over 70 counties.
Gruppo Salice acquired a 40% stake in Bortoluzzi
Sistemi.
Gruppo Salice is a world leader in the design
and production of automatic concealed furniture
hinges. The group has 430 employees and forecasts
2010 revenues of EUR 80 million with an
EBITDA margin exceeding 20%. Export counts for
75% of sales and covers 65 countries.
Bortoluzzi Sistemi manufactures solutions for
closing and sliding furnishing elements.
SELECTED RECENT TRANSACTIONS
SynCap
Sale
Germany
was acquired by
intuitucapital
R. Weiss
sold a minority stake to
Bajaj Holdings and
Investment Limited
Equirus Capital
Boer & Croon
Sale
France/Luxembourg
was sold to
Clean Energies Holding
Sale
India
Acquisition
The Netherlands
acquired
Interhealth
acquired the client
portfolio of
Grupo Preditiva
V2Finance
35% of
Acquisition
Brazil
Recapitalization
USA
completed a
recapitalization with
RBC
and
Bush O’Donnell
McColl Partners
Bleichert was acquired by R. Weiss via an asset
deal out of insolvency proceedings managed by
Eisner Rechtsanwälte. Bleichert GmbH operates
globally as a system partner for innovative
automation and conveyor systems with
manufacturing sites in Germany and the USA.
R. Weiss Group, is a leading producer of packing
machines for cardboard packaging and products
handling based on their modular “Toploading-
System”. With more than 200 employees, the
company is located in Crailsheim in the south of
Germany.
The French telecom service provider Afone
Group divested its stake in Tutor SA to Clean
Energies Holding, which subsequently subscribed
to a capital increase in Tutor SA, becoming a 35%
shareholder. Tutor SA’s management controls the
remaining 65%. Tutor SA is a leading independent
French company specializing in fiber optic
networks promoted by cities.
Clean Energies Holding is an investment fund
focusing on municipal projects such as fiber optic
networks, and renewable energy in France and
Germany.
The National Multi Commodity Exchange of India
sold a 12.82% stake to Bajaj Holdings and Investment
Limited through primary placement in the
exchange. NMCE is the first nationwide electronic
commodity exchange of India. NMCE focuses on
agricultural commodities, metals and bullion.
Bajaj Holdings and Investment Limited is a part
of Bajaj Group, with a market cap of over USD
15 billion. Bajaj Auto is the flagship company of
the holding.
Holland Venture Partners, the Netherlandsbased
private equity firm, acquired a stake
in Interhealth B.V., the Netherlands-based
company engaged in providing mental healthcare
treatment.
Holland Venture Partners specializes in small to
midcap investments and has a strong focus on
the healthcare sector.
Interhealth is the parent company of Mentaal
Beter and Innohealth.
Hilub – Produtos de Lubrificação e Abastecimento
LTDA acquired the portfolio of clients of
Grupo Preditiva.
Hilub provides integrated lubrication management
for industrial machinery, including diagnostics,
engineering, analysis, filtering, and disposal.
Sales in 2010 are expected to reach R$ 25
million in 2010 (USD 15 million).
Grupo Preditiva provides preventative maintenance
services for industries in Brazil, especially
in the south of the country.
Inmark, Inc. completed a recapitalization with
Bush O’Donnell Capital Partners, LLC, a mezzanine
debt provider, and RBC Bank (USA).
Founded in 1975 and headquartered in Georgia
with additional offices throughout the United
States and subsidiaries in London and Singapore,
Inmark offers general, life sciences, and hazardous
goods/biomedical compliant packaging
products and associated services. Inmark also
provides state-of-the-art labeling, printing, custom-molded
packaging, and training services.
3

New colleagues
Aderbal Muller is a new consultant at Clairfield Partners in
Brazil (V2Finance). Mr. Muller has a doctorate in business adminstration
specializing in production engineering and has
worked in accounting and financial management. He will be
responsible for the office in Curitiba.
Clairfield Partners in Germany and Belgium (SynCap) has a new
analyst in its Frankfurt office. Katharina Tubeileh, formerly
an intern at SynCap, received her bachelor’s degree from the
Munich Business School and spent a semester abroad at the EBS
in London.
Clairfield Partners in the Netherlands (Boer & Croon) has made
three new appointments. Tineke Bartelet, a former intern,
graduated in December with a masters in finance & investments.
She is now a business analyst. Pien Minnen holds a master’s in
financial management and is currently finalizing a master’s in
strategic management. Ms. Minnen is also a business analyst.
Vincent Hafkamp has been appointed senior consultant. He
was formerly employed by Gilde, ING Leveraged Finance, and
KPMG Corporate Finance. Mr. Hafkamp will focus on energy &
utilities and services.
4
CLAIRFIELD PARTNERS
www.clairfield.com
Australia
InterFinancial Corporate
Finance Limited
145 Eagle Street, Level 3
Brisbane QLD 4000
Tel: +61 7 3218 9100
www.interfinancial.com.au
France
intuitucapital
Place Vendôme
356 rue Saint Honore
75001 Paris
Tel: +33 1 40 20 12 34
www.intuitu.com
Italy
K Finance
Via Durini 27
20122 Milano
Tel: +39 02 763 948 88
www.kfinance.com
Russia
Taiga Capital
Trehprudny Pereulok 9, stroenie 2
123001 Moscow
Tel: +7 495 740 03 68
www.taigacap.com
United Kingdom
Orbis Partners
134 Edmund Street
Birmingham B3 2ES
Tel: +44 121 234 6070
www.orbiscf.com
Belgium
SynCap Management
Avenue de Tervueren 212
1150 Brussels
Tel: +32 2 768 0569
www.syncap.be
Germany
SynCap Management
Friedrich-Ebert-Anlage 18
D-60325 Frankfurt am Main
Tel: +49 69 707 969 60
www.syncap.de
The Netherlands
Boer & Croon
Amstelveenseweg 760
1081 JK Amsterdam
Tel: +31 20 301 4350
www.boercroon.nl
Spain
Coram Clairfield
Diagonal 520, 6-5
08006 Barcelona
Tel: +34 93 487 0330
www.coram-clairfield.com
United States
Clairfield Partners
18 East 41st Street
Suite 1901
New York NY 10017
Tel: +1 212 370 4343
www.clairfield.com
2010 in review
continued from page 1
Poland of between 3.5 to 4%, which should match performance
in 2010, we believe that the investment climate and M&A activities
will be comparable to those of last year.”
Further north, Erland Roos, partner at Clairfield Sweden, also
expects a busy year. “For 2011 significantly higher M&A activity
can be expected as private equity companies are active again
after two years of a dull market. Industrial companies in the
Nordic region are also more active and interested in growing by
acquisitions,” says Mr. Roos.
Everyone agrees that 2011 will be a crucial year. As Iñigo Elustondo,
partner at Clairfield Spain, comments, “2011 is the most
critical year for the Spanish economy in modern times as international
market participants all test the soundness of the
Spanish financial system, the competitiveness of Spanish companies,
and most importantly, the implementation of austerity
measures. If these signals are positive, international investors’
confidence in the Spanish market will return. Renewable energy
in Spain, for example, looks more and more attractive.”
For more information on the outlook in your country, please
contact your local Clairfield Partners firm.
Brazil
V2Finance
Av. Paulista 2073 conj. 421
01311-300 São Paulo
Tel: +55 11 3283-1146
www.v2finance.com.br
India
Equirus Capital
Fortune 2000 ‘A’ Wing, 4th Floor,
BKC, Bandra (E), Mumbai – 400 051
Tel: +91 22 26530600
www.equirus.com
Poland
Central Europe Trust Polska
Ul. Ks. J. Skorupki 5
00-546 Warsaw
Tel: +48 22 583 68 50
www.cet.com.pl
Sweden
R&R Partners
Nybrokajen 7
111 48 Stockholm
Tel: +46 8 566 133 90
www.rrpartners.se
United States
McColl Partners
100 North Tryon Street
54th Floor
Charlotte NC 28202
Tel: +1 704 333 0525
www.mccollpartners.com
DISCLAIMER: No part of this report may be reproduced without the written permission of Clairfield Partners or one of its partner firms. The information herein has been obtained from sources that we believe
to be reliable, but we do not guarantee its accuracy or completeness. While we endeavour to update on a reasonable basis the information presented in this report, there may be regulatory, compliance
or other reasons that prevent us from doing so. Much of the information contained in this report is subject to variation due to changes in market conditions, legislation or regulatory matters and Clairfield
Partners does not undertake to notify any recipient of the report of changes to the information contained herein. This report is not to be construed as an offer to sell or the solicitation of an offer to buy any
security in any jurisdiction. Additional supporting information is available upon request. Please contact: Research Desk, Clairfield Partners, Tel: +34 93 487 0330, email: research@clairfield.com.
Clairfield Clairfield Review Review Q3 Q1 0911