Clairfield International Industrial sector group 2015 Introduction Clairfield International provides corporate finance services, mainly in crossborder mergers and acquisitions, to both international corporations and family-owned enterprises. Our focus is the middle-market segment, designing and executing transactions of up to EUR 500 million in enterprise value. Clairfield was founded 10 years ago to provide advisory services to middle-market companies. Often such companies have international aspirations but are left unserved by large global advisory firms. Clairfield’s mission is to offer senior-level attention and worldwide presence to the middle market where the next step in growth could be the town next door or could be in a technological center across the world. The 300 professionals in Clairfield guarantee our clients direct access to the local knowledge of regional offices worldwide and the backing of specialized advisory boards provides industry expertise from professionals around the globe. We are proud that Clairfield International is recognized as one of the top M&A boutiques worldwide year after year in the Thomson Reuters league tables. 2 About Clairfield International Clairfield International Advisory services § Clairfield is an international corporate finance firm that provides advisory services, mainly in crossborder mergers and acquisitions, to both international corporations and family-owned enterprises. Our focus is the middle-market segment, designing and executing transactions of up to EUR 500 million in enterprise value. Mergers & acquisitions § Clairfield’s high ratio of senior partners and directors to junior employees ensures that senior team members take an active role in all transactions. Capital raising § Clairfield’s worldwide presence guarantees our clients direct access to the local knowledge of its regional office and industry expertise from professionals around the globe. § § Design, initiation, and execution of international and domestic acquisition opportunities International and domestic management and execution of sell-side mandates Advisory on mergers and joint ventures § § § § Financial sponsor transactions (MBO and LBO) Equity growth capital Debt advisory and project finance Private placements and IPOs § § Financial restructuring advisory services Valuations and fairness opinions § Strategic advisory Recognition and awards In numbers Clairfield International is recognized as one of the top M&A boutiques worldwide year after year in the Thomson Reuters league tables. 87 Transactions closed in 2013 $3.6 bn Cumulative value of transactions closed in 2013 19 Countries where Clairfield is present #11 2013 ranking in Thomson Reuters European Small-Cap #19 2013 ranking in Thomson Reuters European Mid-market #20 2013 ranking in Thomson Reuters Worldwide Small-Cap 250+ Professionals in 19 countries 3 3 Locations The Americas Brazil: Fortaleza Brazil: Sao Paulo Mexico US: Atlanta US: Minneapolis US: New York US: Phoenix US: Seattle Australasia Australia China Hong Kong (Asian headquarters) India: Ahmedabad India: Mumbai Europe Belgium The Czech Republic Denmark Finland France Germany Italy The Netherlands Norway Poland Spain Sweden Switzerland (headquarters) UK 4 Clairfield’s sector group expertise Natural Resources, Cleantech & Energy Consumer Goods & Retail Food & Agribusiness Healthcare & Life Sciences Industrials Technology, Media & Telecoms • Business services • Distribution • Logistics • Financial services • Industrial services • Education • Staffing • Engineering • Metals & mining • Oil & Gas • Renewable Energy • Power • Consumer goods • Retail • Hotels & gaming • Real estate • Furniture • Luxury goods & services • Cosmetics • Food & beverage • Food chain • Food services • Food ingredients • Sports nutrition • Agribusiness • Medical devices • Medical supplies • Pharma • Biotech • Animal health • Lab services & equipment • Hospitals & clinics SELECTED CLIENTS SUBSECTORS SECTORS Business & Financial Services Clairfield Industrials 5 • General industrials • Building materials • Test & measuring • Automotive • Machinery • Packaging • Chemicals • Aerospace/Defense • Software • Technology • IT services • Media • Telecommunication The industrial sector group Chris Gregory is partner at Clairfield UK and head of Clairfield’s industrial team follows sector trends and offers particular expertise in the following areas: the Industrial sector team. Clairfield’s industrial sector team advises buy-side clients on their approach to acquisition targets active in the industrial sector without the risk of an auction process, and guides sellside clients through sales processes designed to maximize value. Clairfield has contacts to management at the major global players in industry and solid inroads to local market players through our industry advisors. PRODUCTS & SERVICES • Chemicals and plastics • Construction and building materials • Electrical/electronic equipment and components • Plant, machinery and equipment Our team members have been actively involved in advising on many M&A transactions in the midcap segment (including carveouts, MBOs, MBIs, and successor solutions). All relevant skills are represented on the team: senior negotiators, strong analytical skills including in-depth valuation, project management, and networking. • Industrial products and services With industrial experts located around the world, Clairfield understands your business and is perfectly positioned to make the right connections on your behalf in local markets around the globe. • Aerospace and defense KEY MARKETS • Metals and mining • Automotive • Oil, gas, and energy • Construction and infrastructure • Packaging Clairfield Industrials 6 Selected clients in the industrial sector 7 Selected transactions in chemicals and plastics Client Counterparty Transaction type Country Activity Tekra EIS (Genuine Parts Company) Sale USA Manufacture and distribution of plastic films, adhesives, and custom-coated plastic substrates Michelman Ecronova Polymer Acquisition Germany Polymers Sobeltec management Sobeltec MBO Belgium Textile additives Cape Live Samia Acquisition Italy Pigments and treatments for leather Leda ACT Group Sale Italy Chemicals and plastics P-D Group Gelsenwasser AG Sale Germany Chemical parks Fenner Prodesco Acquisition UK Polymer technology Euromere Illinois Tool Works France Sale France Manufacture of resins Fenner Plastic Omnium Acquisition UK Polymer technology Bitolea Chimica Clessidra Sale Italy Waste management services Clairfield Industrials 8 Selected transactions in construction and materials Client Counterparty Transaction type Country Activity Korus Group Super Build Acquisition France Design and construction GKC Projects Ltd Tata Capital Financing India Construction services Oranjewoud / Strukton Syndicate of banks Financing The Netherlands Engineering and construction services Northwest Cascade Seacoast Capital Capital raising USA Civil construction and sanitation services Le Kap Verre PE Sale France Industrial glass DIS PSJ Sale Czech Republic Construction Access Control Safety - Jerems Private investors MBI France Platform lifts Zarges Tubesca (Comabi) Andamios Tendo Acquisition France/Spain Scaffolding ENAC (Le Confort Acoustique) pinta elements Sale France Insulation, acoustics Coveright -sale of Furniture Applications business unit Tacon Decor Sale Germany/Spain Surfacing materials Vetriceramici Star Bridge Sale Italy Ceramic powders Hill & Smith (sale of Ash & Lacy) investor group Sale France Metal envelope systems Clairfield Industrials 9 Selected transactions in machinery and systems Client Counterparty Transaction type Country Activity Permalok Northwest Pipe Company Sale USA Pipe-joining systems for the construction industry FFG Group MAG IAS Acquisition Germany Machine tools SmartMotor Rolls-Royce Marine Sale Norway/UK Permanent magnetic technology machines Marsilli Fondo Italiano d'Investimento Sale Italy Winding and assembly systems Romi Burkhardt + Weber Acquisition Italy/Germany/Brazil Machine tools Esbelt E-plast MBO Spain/Czech Republic Conveyor belts Cassina Packaging Group (sale of Fustiplast) Greif Sale Italy Packaging Newtec Packaging FL Systems Acquisition France/Belgium Packaging and palletization machinery Boix Maquinaria Boix Europe Acquisition Spain/The Netherlands Packaging machinery AMADA Tecno.team and DeRidder Acquisition Germany Machine tools Rau Förderanlagen Walter Flender Acquisition Germany Conveyor systems AXA Private Equity Idroma Acquisition Italy industrial machinery ABN Amro Participaties (sale of Vanderlande) NPM Capital Sale The Netherlands Material-handling systems Clairfield Industrials 10 Selected transactions in electronic and electrical systems Client Counterparty Sontay Transaction type Country Activity Advisory UK Building measurement and control peripherals Private investors Abacus Acquisition UK Lighting Halma Talentum Acquisition UK Flame detectors EMID Federal Insulation of Indiana Acquisition USA Electrical insulating material Milexia/Giza Giza Acquisition France Electronic and scientific equipment OMS Indo Asian Joint venture India Lighting fixtures IPO India AC generators TD Power FontanaArte Nice Sale Italy Lighting Lightronics De Hoge Dennen Capital Sale The Netherlands Lighting Philips Electronics - sale of Anteryon Cosyma Sale The Netherlands Optical technology Marechal Electric Technor Italsmea (Hitecvision) Acquisition France Specialty lighting and electronics ADB Airfield Solutions Lucebit/Erni Acquisition France Airfield lighting Hydratec Timmerije Acquisition The Netherlands Electronics, plastics Clairfield Industrials 11 Selected transactions in industrial services and engineering Client Counterparty Transaction type Country Activity TFP Engineering Haynes Group Sale Australia Mining services and equipment Lamiflex Altra Sale USA/Brazil Engineered disc couplings Runge Minarco Asia Pacific Acquisition AU mining technology consultancy Midland Precision Gabbro Sale UK Precision engineering Vega Egis Sale Brazil/France Rail infrastructure Ash & Lacy Investor group Sale UK Infrastructure products ADE Management MBO Australia Engineering services Gerwah GmbH VBG Group AB Sale Germany High-precision drive elements ATMR HMG Merger Australia Heavy engineering Rosa Sistemi Aksia Group Sale Italy Precision linear components Spectris plc disposal of Spectrum Inspection Systems Illinois Tool Works Sale UK Precision instrumentation and controls SD&A AKKA Sale Belgium/France Engineering consulting Clairfield Industrials 12 Case study Client Client nation Counterparty Counterparty nation Transaction type Sector Michelman US Ecronova Germany Acquisition Chemicals Client overview Michelman is a global developer and producer of water-based coatings, surface modifiers, emulsion dispersions and powders. Michelman serves its multinational and regional customers with production facilities in the U.S., Europe and Singapore and has a worldwide network of highly trained field technical support personnel. acquired Ecronova Polymer GmbH has more than 35 years of experience in the development, production, and commercialization of water-based polymers. Products include styrene acrylics, vinyl acetates, pure acrylic emulsions, and polyurethane dispersions for a variety of applications. Situation overview With the acquisition of Ecronova Polymer, Michelman gains a physical presence in Germany and increases its European footprint. The exceptionally high quality products Ecronova manufactures are complementary to the solutions Michelman currently offers to its paint and coatings customers. Clairfield International in the USA and Germany advised Michelman. “This was a particularly complex situation because of the nature of the seller group. We were fortunate to have Clairfield’s intelligent guidance throughout the purchase process,” said Robert A. Poletti, Chief Marketing & Business Development Officer and Vice President of Michelman, Inc. Clairfield Industrials 13 Case study Client Client nation Counterparty Counterparty nation Transaction type Sector DT - Výhybkárna a strojírna AS Czech Republic Bari Fonderie Meridionali (Lucchini Group) Italy Acquisition Railway structures Client overview DT Výhybkárna a strojírna AS is a Czech company specializing in the design and manufacture of turnout structures for railways, undergrounds, and tramway tracks, with revenues of approximately EUR 45 million. DT - Výhybkárna a strojírna AS Situation overview acquired BFM, former Breda Fucine Meridionali, has been the leading Italian manufacturer of permanent railway superstructure material for the past 50 years. BFM employs about 100 people and its revenues amount to approximately EUR 15 million. BFM was controlled by Lucchini Group, an Italian steel producer with sales of about EUR 2 billion. Clairfield International in Italy and the Czech Republic advised DT-Výhybkárna. Clairfield Industrials 14 Case study Client Client nation Counterparty Counterparty nation Transaction type Sector Correl Rail UK SGS France Sale Industrial services Client overview Correl Rail is a UK-based independent certification company to the rail industry, specializing in the inspection and certification of railway rolling stock. It works with manufacturers to ensure that new rolling stock is designed and manufactured in accordance with required safety and operating standards, and with operators and leasing companies to assess ongoing maintenance practices and provide other technical advice. The company services a wide client base throughout Europe, and Asia, leveraging the world-leading reputation of the UK regulatory regime within the industry. was sold to Situation overview Correl appointed Clairfield UK as advisers for the disposal. A worldwide target list of potential buyers was compiled, a number of which were approached through overseas partners in Clairfield International. This generated a number of interested parties and a total of six offers. SGS was approached by Clairfield France. Clairfield UK was responsible for the preparation of the detailed Information Memorandum and led negotiations with the bidders, through to shortlisting and subsequent completion. Clairfield International in the UK and France advised Correl Rail. “Clairfield UK was a great help to the shareholders in presenting the business to buyers to maximize the offers received. They quickly understood the main drivers underpinning our growth and so were able to ensure that buyers fully appraised the opportunity available to them. Clairfield’s input helped us to secure a great deal for the shareholders and a great future for the business,” said Nigel Bean, managing director of Correl Rail. Clairfield Industrials 15 Case study Client Client nation Counterparty Counterparty nation Transaction type Sector ADB Airfield Solutions France Lucebit Germany/ Switzerland Acquisition Airfield lighting Client overview ADB Airfield Solutions is the worldwide leader in airfield ground lighting products for airports of all sizes, from large international hubs to smaller airports, military bases, and heliports. The group serves over 2000 airports in more than 175 countries. ADB Airfield Solutions generates approximately EUR 170 million in revenues, 45% of which from emerging markets where demand for airport infrastructure is increasing rapidly. acquired Following a first LBO in 2009 with Montagu Private Equity, ADB Airfield Solutions structured a secondary LBO with PAI Partners in 2013, alongside with the management. Both transactions were advised by partners at Clairfield International in France. Situation overview ADB Airfield Solutions has a strategy to acquire complementary companies, both in terms of products and client base. It engaged this strategy in 2014 with the acquisition of Lucebit Group and Erni. Lucebit was born from ABB Group’s spinoff in 2002. Lucebit Group enjoys strong market positions in Germany, Switzerland and Austria that will complete ADB Airfield Solutions presence in European key markets. Erni offers ADB new technology. The new Group has around €200 million of consolidated revenues. Clairfield International in France and Germany advised ADB. Clairfield International in France and Germany acted as the exclusive financial advisor to ADB Airfield Solutions. Clairfield Industrials 16 Case study Client Client nation Counterparty Counterparty nation Transaction type Sector Industrias Romi Brazil Burkhardt + Weber Fertigungssysteme Germany, Italy Acquisition Machine tool manufacturing Client overview Industrias Romi (ROMI3: BZ) is the leading Brazilian company in the machine tools and plastic processing machine sector. Currently, Romi has subsidiaries in Spain, France, Italy and UK, to develop direct machine tool sales and maintain a network of direct distributors to attend other countries in Europe, coordinated by Romi Europa GmbH. acquired from Mandelli S.p.A Clairfield International in France and Germany advised ADB. Situation overview Burkhardt + Weber Fertigungssysteme GmbH is a prominent German manufacturer of machine tools. Founded in 1888, B + W has industrial operations in the city of Reutlingen, a prominent industrial zone and development area of high-tech manufacturing in Germany. The company sells its products directly and also through sales representatives in several countries, including through a Chinese society, where the B + W holds a stake of 30% of the capital. B + W pioneered the development of numerical control machines in the late 1950s and is recognized worldwide for its products’ sophistication and technology for sectors such as commercial vehicles, aviation and energy. This transaction expands Romi’s product portfolio and global operations and markets. Clairfield Industrials 17 Case study Client Client nation Counterparty Counterparty nation Transaction type Sector Vega Brazil Egis France Sale Engineering Client overview Vega Engenharia e Consultoria Ltda is the Brazilian leader in engineering services for railway infrastructures focused on freight transportation. Vega also performs infrastructure projects in urban environments and highways for both private and public sector clients. It is a private company with EUR 18 million in annual sales located in Curitiba. was sold to Egis, with its French counterpart Iosis, is on its way to becoming the indisputable leader in infrastructure engineering. CDC (Caisse des dépôts et consignations) owns 80% of the group and management owns the remaining 20%. The group will have EUR 815 million in consolidated sales. Demand in rail infrastructure continues to grow. With its acquisition of Vega, Egis takes advantage of specific expertise locally and exports it abroad while bringing its own added value in urban transportation. Situation overview Clairfield International in Brazil and France advised Vega. Clairfield International solicited potential buyers all over the world and Vega received several indications of interest. The auction process performed by Clairfield in Brazil ensured Vega shareholders could choose the best-fitting buyer to enable future development and a smooth transition. The Clairfield team in Brazil and France assisted the sellers in reaching an agreement and overcoming cultural gaps with Egis management. Clairfield Industrials 18 Case study Client Client nation Counterparty Counterparty nation Transaction type Sector OSTP Italy/ Finland Dan Johansson Sweden Sale Industrials Deal summary OSTP sold its threaded fittings business (THF) to a Swedish family group. The transaction marks an important step for OSTP in implementing its strategy to focus primarily on the welded stainless process pipes and related fittings. sold Client and situation overview to The family group of Dan Johansson, Oxelösund OSTP is a joint venture between Tubinoxia and Outokumpu Group that manufactures welded stainless steel tubular products. The THF unit is comprised of the Nords operations located in Sweden; Ratas AS, located in Estonia; and SH Trade Oy, located in Finland. The THF business has approximately EUR 14 million in revenues and about 100 employees. The current management of THF operations will continue to run and manage the business under the new ownership. Clairfield Italy had previously advised on the joint venture between Outokumpu and Tubinoxia that created OSTP. Clairfield International in Italy advised OSTP. Clairfield Industrials 19 Primary contacts in Clairfield: Chris Gregory Industrial sector head cgregory@clairfield.com Tel: +44 121 234 6070 Brian O’Hare Chairman bohare@clairfield.com Tel: +34 93 487 0330 Maarten Vijverberg Vice chairman mvijverberg@clairfield.com Tel: + 31 20 301 4000 Kim Rizvi International business manager krizvi@clairfield.com Tel: +34 636 690 033 Silvio Curioni Treasurer scurioni@clairfield.com Tel: +39 2 763 948 88 Clairfield Industrials 20
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