Acquirer Autumn 2012 - Livingstone Partners
Acquirer Autumn 2012 - Livingstone Partners
Acquirer Autumn 2012 - Livingstone Partners
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WINTER <strong>2012</strong><br />
cquırer<br />
The<br />
Key to<br />
the cities<br />
The corporate finance magazine from <strong>Livingstone</strong> <strong>Partners</strong><br />
The sale of Leisure Pass demonstrates<br />
<strong>Livingstone</strong>’s expertise in both<br />
travel and technology<br />
PLUS: LIFE AFTER THE DEAL. M&A AND THE AFTER-LIFE. TRENDS IN PACKAGING.
LIVINGSTONE CHICAGO<br />
Happy birthday to US<br />
<strong>Livingstone</strong> <strong>Partners</strong> is celebrating the fifth anniversary of partners Steve<br />
Miles and David Sulaski (pictured below – Sulaski is on the left) establishing<br />
the firm’s Chicago office. Miles and Sulaski have successfully grown the<br />
Chicago team from two to 16 investment bankers since 2007 and have<br />
established <strong>Livingstone</strong> as a highly respected, sector-driven adviser in the<br />
US mid-market with access to buyers, investors and targets globally.<br />
<strong>Livingstone</strong>’s team members in the UK, Germany and Spain had worked<br />
with Miles and Sulaski at their previous firm from 2000. Jeremy Furniss,<br />
Partner at <strong>Livingstone</strong> London, said: “We’d had a lot of fun working with Steve<br />
and David. They really understood <strong>Livingstone</strong>’s ‘can do’ approach to dealmaking.<br />
When they decided to set up on their own, it was perfectly natural<br />
that we discuss joining forces. It is so important that <strong>Livingstone</strong> has a strong<br />
US capability in order to serve our firm’s clients around the world.”<br />
Sulaski took up the story. “We are proud to have so quickly built<br />
<strong>Livingstone</strong>’s reputation on this side of the Atlantic. One of the most<br />
gratifying aspects of growing <strong>Livingstone</strong> has been the number of<br />
talented investment bankers that have left the security of more venerable<br />
institutions to join us. <strong>Livingstone</strong> is defined by its people – and we have<br />
a hell of a team!”<br />
Chicago’s success has come quickly; the team has closed 67 deals since<br />
2007, 32 of them with other <strong>Livingstone</strong> offices. Achieving this has enabled<br />
<strong>Livingstone</strong> to establish global industry sector teams. “Our strength<br />
comes from geographic breadth and sector depth,” said Furniss. “It has<br />
been enormously helpful having David leading the charge in the US in the<br />
Consumer sector, Jim Moskal in Healthcare, Andy Isgrig in Industrials,<br />
and so on.”<br />
Isgrig, Managing Director at <strong>Livingstone</strong> Chicago, reflected on his most<br />
recent success. “We just closed the $65m acquisition of Hamilton Safe<br />
Companies for Gunnebo, the Swedish bank security and cash handling<br />
group. <strong>Livingstone</strong> London had worked previously for CEO Per Borgvall<br />
and were able to introduce the Industrial team in Chicago when Gunnebo’s<br />
focus turned to a strategic acquisition in the US. We were able to provide<br />
Gunnebo with the market insight<br />
“Our strength comes<br />
from geographic breadth<br />
and sector depth”<br />
and local connectivity to make this<br />
deal happen.<br />
“It’s great that the other<br />
<strong>Livingstone</strong> teams are leveraging<br />
our resources to deliver results for<br />
their clients,” he added. Indeed,<br />
<strong>Livingstone</strong> Düsseldorf and<br />
<strong>Livingstone</strong> Madrid have recently<br />
benefited from working with<br />
Chicago, with the sales of German<br />
packaging group WEENER to<br />
US fund Lindsay Goldberg and<br />
Spanish gold trader Oro Direct to<br />
an affiliate of The Jordan Company<br />
of New York.<br />
And what’s next for <strong>Livingstone</strong><br />
Chicago? “Watch this space – we’re<br />
just warming up!” concluded Miles.<br />
Contact:<br />
Steve Miles, Partner, <strong>Livingstone</strong> Chicago<br />
T: +1 312 670 5901,<br />
E: miles@livingstonepartners.com<br />
David Sulaski, Partner, <strong>Livingstone</strong> Chicago<br />
T: +1 312 670 5902,<br />
E: sulaski@livingstonepartners.com<br />
IN THIS ISSUE<br />
Features<br />
04<br />
06<br />
09<br />
10<br />
13<br />
14<br />
16<br />
18<br />
20<br />
22<br />
Regulars<br />
03<br />
05<br />
FUNDING<br />
Bridging the funding gap<br />
Debt capital funds in the UK<br />
COVER STORY<br />
Pass masters<br />
A smart deal for Leisure Pass<br />
SECTOR: HEALTHCARE<br />
A drug deal with<br />
a difference<br />
The sale of Simcyp<br />
ROUNDTABLE<br />
What happens next?<br />
Life after the deal<br />
PROFILE<br />
The dragon awakes<br />
Introducing Jade Wang<br />
SECTOR FOCUS<br />
The new wave<br />
Trends in packaging<br />
SECTOR: INDUSTRIAL<br />
Bike to the future<br />
Creating a cycling group<br />
SECTORS: CONSUMER<br />
& MEDIA:TECH<br />
Pulling together<br />
The benefit of building<br />
long-term relationships<br />
SECTOR: INDUSTRIAL<br />
Dealing with death<br />
Aurora Casket is all set to grow<br />
SECTOR: BUSINESS SERVICES<br />
Gold standard<br />
New investment for Oro Direct<br />
NEWS<br />
The latest from <strong>Livingstone</strong><br />
COMMENT<br />
Why M&A in technology is<br />
bucking the global trend<br />
CONSULTING EDITOR Celia Mather<br />
MANAGING EDITOR Tim Turner<br />
ART DIRECTOR Rob Cuthbertson<br />
CREATIVE DIRECTOR Ben Barrett<br />
ACCOUNT MANAGER Lucy Tatton-Brown<br />
PRODUCTION DIRECTOR John Faulkner<br />
MANAGING DIRECTOR Claire Oldfield<br />
CEO Martin MacConnol<br />
2 // WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong><br />
Comment<br />
Owners of businesses<br />
must be wondering how<br />
much longer the current<br />
economic crisis can go on. It<br />
seems that not a day goes past<br />
when there isn’t another twist<br />
in the eurozone crisis, further<br />
problems in the banking<br />
market or politicians debating<br />
the relative merits of austerity<br />
versus spending strategies.<br />
This economic uncertainty<br />
has increased volatility in the<br />
M&A market. This, in turn, has made it difficult for potential vendors<br />
to assess their prospects for a successful exit. While it remains a<br />
demanding marketplace, our experience is that good quality assets<br />
that are properly marketed are still achieving premium prices.<br />
Three key factors are driving this. First, across most of the sectors<br />
we cover, there has been strong evidence of corporate acquirers<br />
looking to deploy capital to add to their geographic coverage or<br />
technical capabilities. Many corporates have protected their balance<br />
sheets through the downturn, often at the expense of growing their<br />
businesses. However, the unrelenting spotlight of reporting cycles<br />
is forcing many CEOs to spend cash to replace lost growth via more<br />
aggressive acquisition strategies.<br />
Second, there is strong evidence that buyers benefitting from stronger<br />
currencies are targeting assets that look relatively cheap. CEOs recognise<br />
that it is easier and better<br />
“Good quality assets<br />
are still achieving<br />
premium prices”<br />
value to acquire capabilities<br />
that are easily transportable<br />
globally by acquiring companies<br />
in countries where their<br />
currencies are depressed.<br />
Finally, there are a number of private equity firms whose funds are<br />
coming under pressure to invest. The need to put money to work has<br />
led to private equity looking at a range of very different deal structures<br />
to drive value, and driving them to compete hard for attractive assets.<br />
For potential sellers, all these trends impose a greater burden on<br />
your advisers truly to understand your business and the opportunity<br />
you represent to potential acquirers. The need to have strong global<br />
coverage and genuine sector insight to target the strongest buyers,<br />
wherever they are, has never been greater, and <strong>Livingstone</strong> continues<br />
to rise to the challenge.<br />
Contact:<br />
PHILLIP McCREANOR, Partner, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4725, E: mccreanor@livingstonepartners.co.uk<br />
Published by Wardour, 5th Floor, Drury House,<br />
34-43 Russell Street, London WC2B 5HA, UK.<br />
Tel +44 (0)20 7010 0999 www.wardour.co.uk<br />
All rights reserved. The views expressed by<br />
contributors are their own.<br />
<strong>Livingstone</strong> <strong>Partners</strong> is an international<br />
corporate finance advisory firm specialising in<br />
company sales, acquisitions and private equity<br />
transactions. Our teams in London, Chicago,<br />
Düsseldorf, Madrid and Beijing draw upon the<br />
integrated infrastructure of a unique,<br />
independent business with a 36-year pedigree<br />
of closing deals for clients around the world.<br />
If you have any questions or would like<br />
more information on <strong>Livingstone</strong>, please contact<br />
Ann Wilson on +44 (0)20 7484 4727 or email<br />
wilson@livingstonepartners.co.uk<br />
-£5.3bn<br />
The net value of cross-border<br />
M&A transactions involving<br />
UK companies in Q1 <strong>2012</strong> –<br />
ie the amount by which<br />
inward investment exceeded<br />
outward investment<br />
Online opinion<br />
Below are some brief extracts<br />
from recent Blog articles on the<br />
<strong>Livingstone</strong> website. For more, go to<br />
livingstonepartners.co.uk/comment<br />
“There’s a popular misconception<br />
that banging the table and losing your<br />
temper will get you a better deal, but<br />
it’s more likely to result in no deal<br />
at all. You have to negotiate hard,<br />
and push for the best deal available,<br />
but you have to know when you’re<br />
pushing it too far, making unrealistic<br />
demands, and making it impossible<br />
for a purchaser to accept.”<br />
Daniel Domberger on how to avoid<br />
the top 10 M&A dealbreakers<br />
“A new report finds that Chinese<br />
M&A has tripled in volume since<br />
2005, and increased nearly five-fold<br />
in value.”<br />
Jade Wang comments on Chinese<br />
acquisitions of companies outside<br />
China. See Jade’s profile on p13.<br />
“There was consensus that Cloud<br />
remains a major driver of change<br />
and demand in the [IT] industry. Its<br />
impact is evident across the sector,<br />
from the eye-watering multiples<br />
applied to pure-play data centres<br />
to the commoditisation driven by<br />
Amazon, EC2 and others, and the<br />
ongoing move to SaaS delivery.<br />
Cloud, however, is seen as more of<br />
a new ‘badge’ to an old service.”<br />
Tom Phipps reports on <strong>Livingstone</strong>’s<br />
recent IT Services roundtable<br />
Source: Office for National Statistics
Succession<br />
breeds success<br />
Five years after its foundation, Succession Corporate<br />
Finance has been named UK Corporate Finance Boutique<br />
of the year at the ACQ Global Awards. Launched by<br />
<strong>Livingstone</strong> <strong>Partners</strong> and Gordon Blair in 2007, Succession<br />
advises clients on smaller transactions that fall beneath<br />
<strong>Livingstone</strong>’s radar screen.<br />
“We are delighted by ACQ’s recognition of Succession, as<br />
further validation of our reputation as a leading corporate<br />
finance adviser,” said Gordon Blair. “We’ve had a very good<br />
few years; we’ve been expanding our operations and have<br />
exciting plans to continue to do so. You could say we’re<br />
punching above our weight.”<br />
Until this year, the business has been led by Blair and<br />
fellow partner Marcus Moir, who worked together at<br />
<strong>Livingstone</strong> for a decade. In January, Min Luk became a<br />
third partner at the firm. He was formerly at Cavendish<br />
Corporate Finance, one of Succession’s key competitors.<br />
“Min has brought new perspective and insight to our team,”<br />
said Blair. “He has also expanded our knowledge base, as<br />
he’s very experienced in Business Services and, particularly,<br />
Human Capital.”<br />
Launched in 2004, ACQ is one of the leading publications<br />
serving the corporate finance sector, and award winners<br />
are voted for by the magazine’s readership. “The winners<br />
represent the very best in their field from around the world,<br />
and Succession truly deserves the accolade,” said Jake<br />
Robson, Editor in Chief of ACQ.<br />
NEW JOINERS<br />
Please welcome…<br />
The arrival of four new recruits – Tom Geen, Colin<br />
O’Callaghan, Adam Lucas and Colin Monasterio –<br />
has further bolstered the operational strength of<br />
<strong>Livingstone</strong> <strong>Partners</strong>’ Chicago team.<br />
“We look for raw talent,” commented David<br />
Sulaski, Partner at <strong>Livingstone</strong> Chicago. “Not just<br />
those with high intellect and robust analytical and<br />
interpersonal skills, but people who have excelled<br />
on both an individual and team level, in any field<br />
of endeavour, throughout their lives or careers.”<br />
Geen and O’Callaghan join <strong>Livingstone</strong> as<br />
Associates, supporting the firm’s M&A and capitalraising<br />
activities. “The best thing about <strong>Livingstone</strong><br />
is the people,” enthused Geen. “Associates and<br />
Analysts have the ability to work alongside senior<br />
<strong>Livingstone</strong> <strong>Partners</strong> has advised the<br />
shareholders of Applied Kilovolts on<br />
the sale of the business to ITT Exelis,<br />
a US-based defence and security<br />
technology manufacturer. Sussex-based<br />
Applied Kilovolts is a global leader in<br />
specialist high-voltage power supplies<br />
for life sciences equipment.<br />
The company’s core markets are<br />
expanding rapidly. This acquisition<br />
represents a significant strategic<br />
step forward for ITT Exelis as it seeks<br />
to expand its capabilities beyond its<br />
traditional markets.<br />
“Exelis already had a large highvoltage<br />
power systems capability,<br />
principally selling into the military<br />
market,” explained Graham Carberry,<br />
Director at <strong>Livingstone</strong> London. “So<br />
by acquiring Applied Kilovolts, they’ve<br />
gained an entry into the life sciences<br />
sector, through which they can potentially<br />
channel other products.”<br />
<strong>Livingstone</strong> ran a confidential and<br />
team members on a daily basis and are given the<br />
opportunity to take on as much responsibility as<br />
they can to help the team succeed.”<br />
“There has been a wave of momentum working<br />
in our favour,” added O’Callaghan, “and we are<br />
excited for the potential deals that lie ahead.”<br />
Lucas and Monasterio join as Research and<br />
Financial Analysts. “The atmosphere here is one of<br />
hard work and dedication,” said Lucas. “The entire<br />
office seems to be incredibly focused and in touch,<br />
and everyone is driven by each other’s success.”<br />
Monasterio commented: “The team culture<br />
felt like the right fit, and I knew it presented a<br />
great opportunity to learn and work alongside<br />
experienced, established bankers.”<br />
NEWS<br />
Digest<br />
A high-voltage deal<br />
highly targeted auction process on behalf<br />
of Applied’s shareholders, producing<br />
healthy international interest within the<br />
power equipment market. Exelis, which<br />
was spun out as an independent business<br />
by US corporate giant ITT in 2011, was<br />
able to meet not only the shareholders’<br />
valuation expectations, but also<br />
management’s desire for a strong and<br />
supportive industry partner in the future.<br />
Kevin Wheelhouse, Managing Director<br />
of Applied Kilovolts, said: “We enjoyed<br />
working with the <strong>Livingstone</strong> team, who<br />
provided a structured, rigorous process<br />
to identify and penetrate the buyers with<br />
the right strategic reasons to acquire<br />
our business. They were tireless in<br />
working to secure the best possible<br />
terms for the shareholders.”<br />
“It’s been a bit of a journey for Kevin,<br />
because he was previously the UK<br />
Financial Director of ITT,” said Carberry.<br />
“So he’s actually sold his business to his<br />
former employer!”<br />
Left to right: Thomas Geen, Colin Monasterio,<br />
Colin O’Callaghan and Adam Lucas<br />
WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong> // 3
FUNDING<br />
THE<br />
ARRIVAL OF<br />
NEW TYPES<br />
OF LENDERS<br />
IN THE UK<br />
MARKET IS<br />
COMING AT<br />
JUST THE<br />
RIGHT TIME<br />
Contact:<br />
4 // WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong><br />
Bridging the<br />
funding gap<br />
The arrival of debt capital funds in the UK is good<br />
news for businesses finding it difficult to raise debt, as<br />
Kristian Gavan, Director at <strong>Livingstone</strong> London, explains<br />
Recent press coverage of UK banks has focused on<br />
the misselling of interest rate swaps to inappropriate<br />
customers and the impact of ‘iffy’ LIBOR submissions.<br />
While both represent the worst examples of how some<br />
banks have, on occasion, chosen to put the needs of their<br />
customer second, it has taken attention away from what<br />
concerns many business people and investors – getting<br />
the banks to lend to support UK business growth.<br />
Renewed sovereign credit turmoil across continental<br />
Europe, particularly in Spain and Italy, has reminded us all<br />
that the eurozone’s path to recovery may be rocky. Similarly,<br />
data confirms that the UK is suffering a double-dip<br />
recession – even if, for many businesses, it wasn’t obvious<br />
that the ‘good times’ had returned momentarily. Together,<br />
these factors fuel continued risk aversion by banks and<br />
encourage more cautious attitudes to new borrowers and<br />
existing customers alike, making it hard for even wellperforming<br />
businesses to raise or refinance debt.<br />
MIND THE GAP<br />
As the banks have reduced their lending, new types of<br />
lenders have stepped into the gap left between traditional<br />
senior debt providers and private equity funders. Names<br />
like Ares, Beechbrook, Sankaty and Silicon Valley Bank<br />
may be less well known today, but all these and more are<br />
seeking out opportunities among companies in the UK.<br />
Some of these new lenders are bringing US capital and<br />
practices into the UK for the first time. This is leading to the<br />
introduction of structures and pricing not previously seen in<br />
any volume, such as ‘uni-tranche’ debt. By combining what<br />
would have been the A, B and C strips of debt, and pricing<br />
them at a single rate, these lenders can give management<br />
teams much greater flexibility over the life of a loan.<br />
For the more traditional mezzanine providers, the<br />
shortfall in senior debt and its rising costs are combining<br />
Kristian Gavan, Director, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4747, E: gavan@livingstonepartners.co.uk<br />
Bill Troup, Managing Director, Debt Advisory, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4722, E: troup@livingstonepartners.co.uk<br />
to make their own proposition all the more attractive. The<br />
much debated ‘equity gap’ – where banks fear to tread and<br />
equity can’t find high enough returns – is now often being<br />
filled by institutions capable of recognising where a bit of<br />
give and take between risk and returns can be a winning<br />
formula for all parties.<br />
MEET YOUR NEW LENDER<br />
The traditional banks are also finding that these new<br />
lenders fill a useful niche, offloading to them some of<br />
their pre-credit-crunch loans portfolios. Again, an<br />
increasing number of US debt capital funds are using<br />
this approach as a fast track to market share as a lender<br />
to UK businesses, though for private equity investors<br />
and management teams, this may create as many issues<br />
as opportunities.<br />
Lloyds Banking Group has already completed the sale<br />
of one such portfolio and is in the process of completing<br />
the same again with some of the more troubled loans it<br />
acquired as part of the HBOS merger. While many of the<br />
companies in these loan portfolios may now be on a more<br />
stable footing, either through re-structuring or a return to<br />
business health, an acquirer of such debt packages means<br />
a new set of relationships for borrowers to establish and<br />
expectations to manage.<br />
A CLEAR PLAN<br />
All this flux in the debt market means managers and<br />
owners can now look to a broader choice of funders.<br />
Nevertheless, whether you are looking to raise new<br />
debt for growth or to explore options for dealing with<br />
an existing facility, it remains important to prepare<br />
thoroughly and engage with lenders early in the process.<br />
By presenting a clearly articulated plan that offers<br />
appropriate returns for those taking the risk, you are<br />
more likely to get a positive response.<br />
Finally, be aware that different funders have different<br />
agendas and interests based on a range of internal and<br />
external factors, so you may not always agree with their<br />
viewpoint. By giving borrowers more choice, and thus<br />
more chance of finding a supportive partner, the arrival<br />
of new types of lenders in the UK market is coming at<br />
just the right time.
Although it isn’t completely sheltered<br />
from the world’s economic storms, the<br />
technology sector operates in its own<br />
microclimate. The number of mergers and<br />
acquisitions among tech companies has grown<br />
over the last three years and, while the number<br />
of transactions for the first half of <strong>2012</strong> is down<br />
a little from 2011, the market remains robust,<br />
with nearly 2,000 deals completed worldwide,<br />
according to Thomson Reuters.<br />
Many of the big companies in this sector<br />
are incredibly cash-rich. The 22 largest US<br />
technology companies are estimated to be sitting<br />
on more than $400bn in cash – enough firepower<br />
to buy more or less anything they wish.<br />
These companies are driven to make<br />
acquisitions by a relentless need to access new<br />
technologies and skills and renew themselves. The<br />
likes of Oracle, SAP and IBM frequently struggle<br />
to create and launch new must-have technologies<br />
themselves, but are good at buying smaller<br />
companies that develop and bring out cuttingedge<br />
zeitgeist products. As the pace of change<br />
accelerates, trends such as cloud computing, social<br />
networking, increasing use of smartphones, and<br />
the need to analyse large amounts of data,<br />
are fuelling more and more acquisitions as<br />
technology companies vie to stay abreast of<br />
their competitors or move ahead of them.<br />
In this tech deal frenzy, the UK is punching<br />
well above its weight. Although the larger deals,<br />
such as Cisco’s purchase of NDS, reap the<br />
headlines, the vast majority are smaller. Deals<br />
“In 2010, only 18% of tech deals<br />
involved a foreign buyer; in the first six<br />
months of <strong>2012</strong>, the figure was 39%”<br />
such as Xerox’s acquisition of UK-based mobile<br />
customer care company WDS, or Arqiva’s<br />
£23.4m purchase of Spectrum Interactive, are<br />
far more common and are the transactions that<br />
shape the sector.<br />
But it isn’t just cash-rich strategic acquirers<br />
completing transactions and driving up values.<br />
One of the most highly valued deals of the year<br />
so far, at 8x revenues, was the £41m buy-out of<br />
voice productivity software company BigHand,<br />
M&A IN THE TECHNOLOGY SECTOR IS BUCKING THE GLOBAL<br />
TREND, SAYS MAIJA PALMER, AND THE UK IS WELL PLACED<br />
TO CAPITALISE ON ACQUIRERS’ APPETITE FOR DEALS<br />
backed by Bridgepoint Development Capital.<br />
The deal demonstrates that, despite their<br />
hard-headed reputations, investors are willing<br />
to pay well for assets in strategic sectors such<br />
as voice recognition.<br />
A telling challenge for the UK technology<br />
landscape is the number of overseas buyers. In<br />
2010, only 18% of tech deals involved a foreign<br />
buyer; in the first six months of <strong>2012</strong>, the figure<br />
was 39%. It helps that there is a growing number<br />
of new start-ups to acquire. There are now 3,200<br />
clustered in the three boroughs around east<br />
London’s Tech City, and more than 42,000 people<br />
were working in technology across London by the<br />
end of last year – a 5% increase on 2010. But this<br />
rush of foreign acquirers highlights the relative<br />
scarcity – or inactivity – of major UK-based<br />
acquirers, and the importance for entrepreneurs<br />
of thinking globally and of working with advisers<br />
who have genuine international presence.<br />
East London looks set to develop its tech<br />
credentials further when the Olympic press and<br />
broadcast centre is handed over to iCITY, a joint<br />
venture between real estate company Delancey<br />
and data centre operator Infinity. iCITY is<br />
hoping to create 6,500 new jobs when it<br />
develops the site into a technology hub that<br />
will include a data centre, media studios, a<br />
business incubator and a digital academy.<br />
Technology clusters like these are of increasing<br />
interest to big US companies such as Google,<br />
Cisco, Facebook, Amazon, Intel and Skype, all<br />
of which have recently established or announced<br />
new projects in London. Google’s new Campus<br />
in Shoreditch was built specifically to house tech<br />
start-ups, and the chance to snap up promising<br />
newcomers is certainly part of its agenda.<br />
In the <strong>2012</strong> Budget, Chancellor George<br />
Osborne pledged to turn the UK into Europe’s<br />
technology hub. Certainly, UK games software<br />
and smartphone apps are making their way to<br />
customers all over the world; it remains to be<br />
seen whether it is the products, or the companies<br />
that make them, that will prove to be the UK’s<br />
biggest exports.<br />
Maija Palmer is the Technology correspondent<br />
for the Financial Times<br />
COMMENT<br />
WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong> // 5
Pass masters<br />
As the travel industry becomes increasingly reliant on<br />
sophisticated technology platforms, the successful sale<br />
of The Leisure Pass Group is further proof of <strong>Livingstone</strong>’s<br />
expertise in this growing area<br />
DEAL AT A GLANCE<br />
CLIENT: THE LEISURE PASS GROUP<br />
SECTORS: TRAVEL & MEDIA:TECH<br />
DEAL TYPE: SALE<br />
BUYER: MBO TEAM/PRIMARY CAPITAL<br />
JAMES GAVIN<br />
JOHANNA WARD<br />
6 // WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong>
ARRANGING A SALE<br />
WAS NOT GOING TO BE<br />
EASY, ESPECIALLY AS LPG<br />
HAD A BROAD AND DIVERSE<br />
BASE OF SMALL PRIVATE<br />
SHAREHOLDERS<br />
The high street may be mired in gloom, dismal weather may have<br />
damaged domestic tourism and the Olympics may have bitten a<br />
chunk out of London’s peak season, but there are still pockets of<br />
exciting growth in the travel and leisure sector.<br />
An increasing number of tourists are choosing to organise their holidays<br />
online rather than via travel agents. Empowered by the internet, travellers<br />
are booking their own flights, hotels and holiday activities, saving themselves<br />
time and money, while ‘bespoking’ their vacations.<br />
For internet-savvy travel businesses, this trend offers serious growth<br />
prospects. The sale of The Leisure Pass Group (LPG) to its management<br />
team in May is a prime example of this potential. <strong>Livingstone</strong> <strong>Partners</strong><br />
advised the shareholders of the inbound tourism specialists on the<br />
transaction, which was backed by private equity house Primary Capital.<br />
A SMART CARD FOR SMART TOURISTS<br />
LPG, which was founded in 1998, is the world’s leading independent<br />
operator of multi-attraction tourist passes, selling 700,000 a year. It owns<br />
and markets branded smart cards, such as the London Pass and the Paris<br />
Pass, which give tourists free access to a wide range of popular sites<br />
and attractions. For example, a six-day London Pass gives a visitor the<br />
opportunity to save up to £480 on ticket prices for the attractions it covers<br />
and carries other benefits, such as fast-track entry and a free guidebook to<br />
the city. LPG also provides its technology platform on a ‘white-label’ basis<br />
to a range of other cities including Stockholm, Copenhagen and Lyon.<br />
The LPG business model, marrying technology with ease of use, has proved<br />
to be a compelling proposition. “If you’re taking a family of four around the<br />
capital, being able to use the fast-track entry and bypass the queues for the<br />
Tower of London makes a big difference,” explains Daniel Domberger,<br />
Director at <strong>Livingstone</strong> London, who led the transaction. “Even without<br />
the cost-savings offered by a London Pass, there’s a lot of value in that.”<br />
LPG’s highly efficient operating model uses proprietary software, the<br />
Leisure Pass Operating System (LPOS), and a smart card. The system is<br />
simple to install and use. This is important, says Domberger. “Many tourist<br />
attractions are run by volunteers,” he explains. “It isn’t possible to put<br />
anything too complicated in place, as they have to train a large and rotating<br />
cast of volunteers how to use it. But smart cards are familiar technology –<br />
everyone knows how they work.”<br />
LPOS also generates high-quality, real-time management information<br />
that has significant value. All the key data regarding a tourist’s visit to an<br />
attraction is recorded at a single swipe, including the time and date of visit<br />
and the pass number. This allows LPG to perform sophisticated analysis<br />
of usage of passes and visits to individual attractions.<br />
“What LPG can do with that system is find out, say, that 40% of visitors are<br />
from the US, 20% are from Germany, and that these are the other attractions<br />
they saw and this is the route they followed,” Domberger explains. “This is<br />
really valuable for the attractions themselves, which otherwise have no way<br />
of gaining this intelligence. It really helps the relationship with LPG and<br />
encourages the attractions to see the company as a partner, not just a<br />
technology provider.”<br />
LOOKING FOR AN EXIT<br />
The success of the business led the shareholders to consider options for<br />
an exit, and <strong>Livingstone</strong> was brought in to oversee the process. “The CEO,<br />
Darran Evans, had done a great job of establishing LPG as a stable, scaleable<br />
platform, and then building and expanding the group, successfully launching<br />
the Paris Pass, and then the Berlin Pass late last year,” says Domberger. “The<br />
time was ripe to think about an exit.”<br />
From the outset, it was clear that organising a sale was not going to<br />
be easy, especially as LPG had a broad and diverse base of small private<br />
COVER STORY<br />
WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong> // 7
COVER STORY<br />
shareholders. Having considered various<br />
options, including a trade sale, the <strong>Livingstone</strong><br />
team came to the conclusion that a private equity<br />
solution would be the most appropriate. This<br />
would provide an attractive exit for the current<br />
shareholders, while giving Evans a committed<br />
new investor with deep pockets to support him as<br />
he continues to develop and grow the business.<br />
<strong>Livingstone</strong> generated a high level of interest<br />
from potential PE investors, in a well-controlled<br />
and competitive process. “They quickly identified<br />
the PE houses this sort of deal would appeal to,”<br />
says Evans – indeed, all eight PE houses involved<br />
made offers for the business. However, Primary<br />
Capital emerged as the preferred partner, thanks<br />
to the attractive structure it put on the table and<br />
the chemistry its team established with Evans<br />
and his colleagues.<br />
That chemistry is important. “In a buy-out,<br />
if the management doesn’t want to work with a<br />
particular PE house, it doesn’t matter how much<br />
money is put on the table, the deal isn’t going to<br />
get done,” says Domberger. “You need to balance<br />
the financial aspirations of exiting shareholders<br />
with the natural desire of the management team<br />
to work with a partner they like and which<br />
shares their vision. That’s a fine line to walk,<br />
and we think we do it well.”<br />
Denzil Rankine, a shareholder and outgoing<br />
Non-Executive Director at LPG, acknowledges<br />
this point. “We had a shareholder base of<br />
about 30, which needed to be managed,<br />
and the Chairman had a high percentage<br />
of shares, so there was always the chance<br />
that something could get blocked if it<br />
went to a vote,” he says. “But <strong>Livingstone</strong><br />
did a great job. Each time we came to a<br />
decision point, Daniel’s team presented the<br />
situation and the options for all shareholders<br />
in a straightforward and unbiased way.<br />
This allowed everyone involved to take the<br />
best decision.”<br />
A BALANCING ACT<br />
There is another a fine balancing act to perform<br />
when management becomes the buyer of a<br />
business, explains Jeremy Furniss, Partner at<br />
<strong>Livingstone</strong> London, who oversaw the deal.<br />
“Management who are also shareholders are<br />
in the most difficult position, as they are both<br />
buyer and seller. A kind of ‘deal schizophrenia’<br />
descends on management at that point in the<br />
process, and it can become difficult for them to<br />
balance maximising value with protecting their<br />
position as potential new owners of the business.<br />
It requires a degree of diplomacy and openness,<br />
and the maintenance of trust among the whole<br />
shareholder group.”<br />
8 // WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong><br />
The deal may have taken a while to reach a<br />
conclusion, given the wider hesitance of lenders<br />
in a difficult banking market, but thanks to<br />
<strong>Livingstone</strong>’s diligence, an attractive solution<br />
was found. “Now, with Primary, we’re in a strong<br />
position to take the group forward,” says Evans.<br />
<strong>Livingstone</strong>’s understanding of the market<br />
sector in which LPG operates was another<br />
deciding factor. Among a clutch of similar<br />
deals, earlier this year the Consumer sector<br />
team at <strong>Livingstone</strong> successfully advised the<br />
shareholders of online travel agent Iglu.com on<br />
the sale of the business to the management team<br />
backed by Growth Capital <strong>Partners</strong> (see p18).<br />
“<strong>Livingstone</strong> undertook an intensive review of<br />
this market and produced an impressive book<br />
Contact:<br />
on us and our market segment,” says Mitch<br />
Cybulski, the outgoing Chairman of LPG. “It<br />
was demonstrably different from what was<br />
produced by the other firms that we asked<br />
to give us a presentation.”<br />
Throughout the project, all parties were aware<br />
that the sale would have its complications. “The<br />
deal had a lot of ‘moving parts’,” explains Cybulski.<br />
“There was a patent issue that arose at the last<br />
minute, and then, throughout, you had the whole<br />
eurozone crisis going on and bank lending being<br />
constrained. But the <strong>Livingstone</strong> team stayed<br />
with it, were very incisive and gave good advice<br />
throughout the various trials and tribulations.<br />
In the end, we were able to complete a deal that<br />
was favourable to the company.”<br />
LIVINGSTONE UNDERTOOK<br />
AN INTENSIVE REVIEW OF<br />
THIS MARKET AND PRODUCED AN<br />
IMPRESSIVE BOOK ON US AND<br />
OUR MARKET SEGMENT<br />
Daniel Domberger, Director, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4731, E: domberger@livingstonepartners.co.uk<br />
Jeremy Furniss, Partner, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4703, E: furniss@livingstonepartners.co.uk
A drug deal<br />
with a difference<br />
The sale of Simcyp to US pharmaceutical technology<br />
group Certara highlights <strong>Livingstone</strong>’s attention to detail<br />
and thorough understanding of the Healthcare sector<br />
Pharmacokinetics is not a word that trips off the<br />
tongue, but it’s an important part of developing<br />
new drugs. Essentially, it is the study of a body’s<br />
effect on a drug, rather than a drug’s effect on a body. It<br />
is also big business, as the sale of Simcyp earlier this<br />
year demonstrates.<br />
It was the opportunity to learn about pharmacokinetics<br />
that excited Daniel Domberger, Director at <strong>Livingstone</strong><br />
London, who says the information memorandum his<br />
team produced for the sale is one of his “all-time<br />
favourites”. It was challenging, though. “It’s a difficult<br />
balance, demonstrating to a scientific audience that you<br />
know what you’re talking about without alienating a<br />
non-technical audience,” he explains.<br />
And businesses don’t get much more scientific than<br />
Simcyp. Founded in 2001 by Professor Geoff Tucker,<br />
Professor Amin Rostami-Hodjegan and John Evans,<br />
the company is a spin-out from the University of<br />
Sheffield. Its core product, the Simcyp Simulator, is the<br />
pharmaceutical industry’s most sophisticated platform<br />
for understanding a drug’s progression through the body<br />
and its potential interactions with other drugs. Invaluable<br />
in helping companies to decide whether and how to<br />
proceed with the development of a new drug, the<br />
Simulator is used to refine the scope of proposed<br />
clinical trials – often the most expensive phase of<br />
drug development and launch.<br />
The Simcyp Simulator’s unique approach – creating<br />
a ‘virtual population’ of individuals on whom<br />
things can be tested in a computer<br />
simulation – means it’s also a<br />
Contact:<br />
key step towards delivering personalised medicine (the<br />
idea of tailoring drugs for specific individuals or small<br />
groups), an exciting field with enormous long-term<br />
promise. To capture these and the other opportunities<br />
open to it, Simcyp brought in <strong>Livingstone</strong> to help find<br />
a new strategic owner.<br />
AN EXCITING FUTURE<br />
John Evans was impressed with <strong>Livingstone</strong>’s credentials<br />
from the outset. “They just shone and had clearly put<br />
a significant amount of work into their presentation,”<br />
he says. As an international provider of healthcare<br />
products, and with key businesses in drug discovery<br />
and development, US-based Certara was an obvious<br />
front-runner to acquire Simcyp. Its product portfolio<br />
already included Tripos (drug discovery software)<br />
and Pharsight (drug development software); the<br />
Simcyp Simulator would sit perfectly between the<br />
two and help to create what Jim Hopkins, Certara’s<br />
CEO, calls a ‘cradle to grave’ solution for the major<br />
pharmaceutical companies.<br />
The sale concluded in March <strong>2012</strong>, opening up<br />
an exciting future for Simcyp, whose management<br />
team was delighted with <strong>Livingstone</strong>’s role<br />
throughout. “They were surprisingly quick<br />
at grasping what we do, their service levels<br />
were impeccable and their advice was<br />
always rational,” enthuses Evans. “In<br />
the end, Simcyp got the best deal we<br />
could have done.”<br />
Richard Fetterman, Partner at<br />
<strong>Livingstone</strong> London and head of its<br />
Healthcare sector team in London, adds: “It’s<br />
all very well just brokering a deal, but it’s much<br />
harder to do the right deal. We’ve been working<br />
within the Healthcare sector for many years<br />
and have a good understanding of the market<br />
and the drivers behind it.<br />
“As a result, we knew the sort of companies that<br />
we thought would be interested, and that proved to<br />
be the case. It’s always satisfying to find the right<br />
home for a business.”<br />
Daniel Domberger, Director,<br />
<strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4731,<br />
E: domberger@livingstonepartners.co.uk<br />
Richard Fetterman, Partner,<br />
<strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4739,<br />
E: fetterman@livingstonepartners.co.uk<br />
MIKE TATE<br />
ROGER HARRIS<br />
DEAL AT A GLANCE<br />
CLIENT: SIMCYP LTD<br />
SECTOR: HEALTHCARE<br />
DEAL TYPE: SALE<br />
BUYER: CERTARA LP<br />
SECTOR: HEALTHCARE<br />
WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong> // 9
oundtable<br />
What happens next?<br />
<strong>Livingstone</strong> <strong>Partners</strong> has helped numerous<br />
entrepreneurs to sell the businesses they set<br />
up and developed. But what do these driven<br />
individuals do once the deal is completed?<br />
We spoke to five of them to find out<br />
Who’s Who – The enTrepreneurs’ sTories<br />
Lee porTnoi<br />
established the tis group as the<br />
leading market maker in traded<br />
endowment policies. in June 2007,<br />
promethean investments acquired<br />
tis in a £107m deal. portnoi and<br />
his senior team retained a 29%<br />
minority stake.<br />
Tim ChrisTian<br />
co-founder and chairman of digital<br />
forensics consultancy Data genetics<br />
international, which he sold to Us<br />
cyber-security group stroz Friedberg<br />
in 2009.<br />
Chris ormrod<br />
gave up a career in the corporate<br />
world to set up dessert manufacturer<br />
ministry of cake. Following an mBo,<br />
he grew the business to over £15m<br />
in revenue and sold it to irish food<br />
gary Burke<br />
manufacturer greencore just<br />
two years later.<br />
gary Burke<br />
10 // www.livingstonepartners.com // winter <strong>2012</strong><br />
Has built and sold several<br />
successful niche businesses, most<br />
notably Home & legacy insurance<br />
to allianz for close to £60m in 2006.<br />
His latest start-up, iprism, an<br />
sme-focused online insurance<br />
agency which he launched in 2006,<br />
is growing rapidly.<br />
eugene BoyLe<br />
was mD at fine art logistics<br />
and storage company momart<br />
international, where he was<br />
involved with an mBo. when the<br />
time came to sell to allow the<br />
company to expand further, he<br />
committed to remaining with<br />
momart for three years.<br />
Tim Christian<br />
Starting up your own business is both risky and exciting, and<br />
deciding when to sell can be as hazardous as it is exhilarating.<br />
The five owner-managers who participated in <strong>Livingstone</strong><br />
<strong>Partners</strong>’ recent roundtable have all set up and sold successful<br />
ventures. Their range of business enterprises is as diverse as the<br />
entrepreneurs’ personal profiles. However, they have at least<br />
three characteristics in common: ambition, the ability to exploit<br />
opportunities not obvious to others, and a degree of restlessness<br />
that drives them to look for further opportunities.<br />
The rewards of selling a successful business can be high, and<br />
all the entrepreneurs have enjoyed the spoils of their acumen.<br />
However, their drive and passion for business and life has meant<br />
that, despite lucrative sales, they all remain highly active.<br />
The Tipping poinT<br />
Deciding when and why to sell up is a very personal decision and,<br />
as our forum illustrates, the reasons that persuade entrepreneurs<br />
to exit their companies are as varied as the individuals themselves.<br />
“I didn’t know what I wanted to do, but I knew what I didn’t<br />
want to do,” says Tim Christian. At 45 and with a highly successful<br />
corporate career, Christian decided he had to leave what he was<br />
finding to be an increasingly claustrophobic world.<br />
“Call it a midlife crisis perhaps, but I was financially secure and
the timing was just right,” he says. “The luxury of working for<br />
yourself means you can choose who you work with and avoid the<br />
inevitable company politics. I escaped from the daily treadmill<br />
and I would never consider going back.”<br />
Chris Ormrod agrees: “There came a point where I wanted to<br />
do things my way. I wanted to be free from the trappings of the<br />
corporate world, where you might not have to worry about the cash<br />
flow, but you are tied by various restrictions. It was a bolt from the<br />
blue when Greencore made an offer, but <strong>Livingstone</strong> negotiated<br />
a deal that everyone was happy with, so we took it.<br />
“When I bought the company, I was given some advice that<br />
I will never forget: you make more money buying and selling<br />
businesses than running them. It was always my aim to sell and<br />
then do something else. It’s vital not to get emotionally involved<br />
in a business: that way, there’s no angst as to who you sell it to.”<br />
Christian concurs: “I was more detached than my business<br />
partner, who is still working at Data Genetics. I hadn’t been<br />
involved on a full-time basis for a while, so I saw the sale as<br />
more of a recoupment of a business investment.”<br />
Eugene Boyle says his decision to sell was based on a desire to<br />
realise his assets. “The management team decided to see if there<br />
eugene Boyle<br />
ceLia mather<br />
Ben SerButt<br />
Lee portnoi<br />
was a suitable person to hand the ownership to – someone<br />
who understood the ethos of the firm. Jeremy and Eleanor<br />
at <strong>Livingstone</strong> gave us excellent advice. We had a number of<br />
suitors and whittled it down to Falkland Island Holdings.”<br />
Serial entrepreneur Gary Burke says that when he starts<br />
a business, he always has an exit strategy in mind. “I’m very<br />
hands-on for the first three or four years and make sure the<br />
business is heading in the right direction. Once the business<br />
model is working well, I can raise private equity and bank finance<br />
and then plan my exit strategy.”<br />
a year off<br />
Once the sale has been completed, there is a chance to enjoy<br />
the financial spoils. So how have they spent their time?<br />
it’s important to<br />
temper the success<br />
of any deal with a dose of<br />
reality: you’re only as<br />
good as the next one<br />
tim christian<br />
www.livingstonepartners.com // winter <strong>2012</strong> // 11
oundtable<br />
“I had built up a rather nice collection of exotic sports cars, but<br />
I’d never really been able to take time out to enjoy them,” says<br />
Portnoi. “The sale meant I could actually drive my cars, and also<br />
take the opportunity to follow the F1 circuit, as I’m a great fan.<br />
I haven’t changed my lifestyle, but I have more time for myself<br />
and my family.”<br />
Boyle says his situation is much the same. “I had never really had<br />
the chance to take time out, and the sale meant that I could have<br />
the luxury of spending time with my family, getting my skipper’s<br />
licence, and even cycling to Paris to meet Bradley Wiggins!”<br />
But he is nowhere near ready to retire and is looking for new<br />
opportunities. “It’s been a very memorable year for us as a family,<br />
but I miss the adrenalin of the business world and working with a<br />
team. I want to work with businesses where I can make a difference<br />
and make them more resilient and attractive, using my experience<br />
to add value.”<br />
Burke is similarly addicted to the buzz of setting up a business.<br />
“I enjoy start-ups,” he says. “I don’t want to run a company with<br />
more than 50 people – that’s a different skill set. I like putting the<br />
puzzle together and enjoy the challenge of working out what’s<br />
missing in the market. Anyway, I would drive my wife mad if I<br />
just sat at home.”<br />
neW venTures<br />
So does life after the deal inevitably involve new ventures? Christian<br />
says much depends on the age of the person selling. “If you’ve spent<br />
the majority of your life running your own business and you sell at<br />
it’s vital not to<br />
get emotionally<br />
involved in a business.<br />
that way, there’s no<br />
angst as to who you<br />
sell it to<br />
chris ormrod<br />
60, your outlook will be different to someone who is 35 and has had<br />
a magical time in a high-tech project.<br />
“It’s difficult to plan for life after the deal,” he continues, “but there<br />
is inevitably a moment of relief when the sale sinks in and the cash<br />
is in the bank. Your comfort level increases, but it isn’t necessarily<br />
life-changing – unless the business has sold for tens of millions of<br />
pounds. Then the spoils of the sale can become a burden.”<br />
Today, he is an investor in the gaming world and enjoys<br />
mentoring young business people. “It’s great fun working with<br />
enthusiastic and talented people, and I can add value by keeping<br />
12 // www.livingstonepartners.com // winter <strong>2012</strong><br />
Chris ormrod<br />
a tight handle on the financials, advising on strategy and making<br />
sure plans are executed.”<br />
After selling Data Genetics, he co-founded an online game data<br />
analytics business, Games Analytics, in which he has a sizeable<br />
shareholding. This, he says, will see him through the next two to<br />
three years: “At some point I will probably step back, enjoy my<br />
dotage and travel. The games industry is a young person’s business<br />
and I don’t really want to be the oldest swinger in town.”<br />
Ormrod hadn’t given the slightest thought to life after the deal.<br />
“I was so focused on the day-to-day running of the business and<br />
making the deal happen,” he explains. “I had no intention of<br />
retiring, but I felt a bit like an Olympic gold medallist when the<br />
sale was completed.”<br />
As for Portnoi, he devotes an extraordinary amount of energy<br />
to charity. He is a major benefactor to several organisations and<br />
is particularly focused on providing schools, hospitals and clean<br />
water to communities in rural Africa. In the UK he assists a<br />
number of charities and is working closely with Cancer Research.<br />
“I would encourage anyone to undertake philanthropic work,”<br />
he says. “It is tremendously rewarding and I feel very fortunate to<br />
be able to do it. I am having more fun, and possibly getting more<br />
satisfaction, in giving the money away than I did making it.”<br />
The entrepreneurs all agree that, once a deal has been completed,<br />
finding the next one can be tricky. “I bought Ministry of Cake in just<br />
four months, but looking for the second deal is taking longer, as I<br />
more readily see the pitfalls,” explains Ormrod. Christian concurs,<br />
adding: “It’s important to temper the success of any deal with a dose<br />
of reality: you’re only as good as the next one.”<br />
Burke concludes: “You have to have extraordinary levels of<br />
commitment and work harder than any competitor to succeed.<br />
But if it’s what you want to do, stick with it – it’s worth it.” The<br />
extraordinary level of success that the five entrepreneurs have<br />
enjoyed is proof of that.
JAMES GAVIN<br />
ALESSANDRO ALBERT<br />
Contact:<br />
AS HEAD OF<br />
LIVINGSTONE’S BEIJING<br />
OFFICE, JADE WANG IS<br />
A MATCHMAKER FOR<br />
CHINA’S M&A-HUNGRY<br />
CORPORATES<br />
Jade Wang, Managing Director, Beijing<br />
T: +86 10 8591 1136<br />
The dragon<br />
awakes<br />
Jade Wang (Wang Wei) is at the<br />
centre of one of the world’s most<br />
exciting business trends: Chinese<br />
companies’ growing appetite for crossborder<br />
M&A deals. She heads the<br />
M&A team at Baron Group in Beijing,<br />
and leads the joint venture established<br />
with <strong>Livingstone</strong> <strong>Partners</strong> in January<br />
<strong>2012</strong>. As such, she is responsible<br />
for identifying acquisition targets<br />
in overseas markets for increasingly<br />
asset-hungry buyers in China.<br />
Wang, who was educated at Nankai<br />
University and holds an MBA from<br />
the University of Leeds in the UK,<br />
specialises in working with Chinese<br />
private and state-owned enterprises<br />
and investor groups seeking to<br />
acquire businesses across the globe.<br />
In a career that stretches back more<br />
than 10 years, she has witnessed a<br />
transformation in corporate China’s<br />
approach to acquisitions.<br />
“Before, deals were smaller and<br />
were all about testing the market,” she<br />
explains. “After 2005, things began to<br />
change. Buyers started to ask for advice<br />
from financial professionals, lawyers,<br />
accountants and investment banks to<br />
help them to engineer larger deals.”<br />
Over the past 20 years,<br />
China has developed into the<br />
manufacturing centre of the world.<br />
With an increasingly sophisticated<br />
infrastructure and start-of-the-art<br />
facilities, Chinese companies are<br />
now looking to develop or acquire<br />
R&D strength, design ability, brand<br />
visibility and broader global market<br />
coverage. Acquisitions are seen as<br />
the most efficient way for Chinese<br />
buyers to step up.<br />
Wang detects a strong interest<br />
among Chinese groups, many in the<br />
industrial and consumer product<br />
sectors, in acquiring established<br />
businesses in Western economies.<br />
“Thanks to the fast economic<br />
growth of the past 10 years, Chinese<br />
companies have accumulated the<br />
financial firepower to make crossborder<br />
investment,” she says.<br />
STRATEGIC VIEW<br />
Increasingly, these buyers are<br />
taking a more strategic view of<br />
potential assets. “Chinese buyers<br />
have become more experienced at<br />
M&A transactions and, in doing so,<br />
have moved away from the previous<br />
trend of buying financially distressed<br />
Western companies. They are far<br />
more strategic in searching for<br />
target companies, and much more<br />
particular about the performance of<br />
the target. They want to buy profitable<br />
companies with proven management<br />
and good growth potential.”<br />
Above all, Chinese buyers are looking<br />
for three things, says Wang: hi-tech<br />
expertise, a strong brand and market<br />
coverage. And she predicts that one<br />
future trend will see them move away<br />
from traditional manufacturing sectors<br />
towards areas such as fashion and<br />
luxury goods. “Before, they were used to<br />
taking orders from the luxury industry.<br />
Now they want to own the brand and<br />
the creative process themselves,” she<br />
says. The size of the prey is growing, too.<br />
“Chinese companies are now looking<br />
for bigger targets. They want to acquire<br />
the world’s number one brands.”<br />
Thanks to Wang’s formidable<br />
network and market expertise,<br />
<strong>Livingstone</strong>’s clients now have access to<br />
this universe. An information-sharing<br />
platform has been established between<br />
<strong>Livingstone</strong> and the Chinese buyer<br />
community, including various industry<br />
associations and the top business players<br />
within Baron’s existing business network.<br />
“<strong>Livingstone</strong> has extensive<br />
connections in the West, while the<br />
Beijing team has access to senior<br />
decision-makers and a proven<br />
reputation in China, with a good track<br />
record. With the joint efforts of the two<br />
parties, it promises a good future,”<br />
Wang concludes.<br />
PROFILE: JADE WANG<br />
WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong> // 13
SECTOR FOCUS: PACKAGING<br />
The new wave<br />
Technological change and environmental pressures<br />
are driving a wave of M&A in the packaging industry<br />
as scale becomes ever more important<br />
CHRISTOPHER ALKAN<br />
ILLUSTRATION BY NATASHA<br />
MOLOTKOVA, A PAPER<br />
GRAPHIC ARTIST WHO MIXES<br />
THE LATEST TECHNOLOGIES<br />
WITH THE CRAFT-BASED<br />
SKILL OF QUILLING.<br />
COMMISSIONED ESPECIALLY<br />
FOR THE ACQUIRER<br />
14 // WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong><br />
DEAL AT A GLANCE<br />
CLIENT: EXCELSIOR TECHNOLOGIES<br />
SECTOR: PAPER, PRINT & PACKAGING<br />
DEAL TYPE: BUY-IN/BUY-OUT<br />
BUYER: MBO TEAM/GROWTH CAPITAL PARTNERS<br />
DEAL AT A GLANCE<br />
CLIENT: WEENER PLASTIK<br />
SECTOR: PAPER, PRINT & PACKAGING<br />
DEAL TYPE: PRIVATE COMPANY SALE<br />
BUYER: LINDSAY GOLDBERG
Think of examples of technological innovation, and packaging may<br />
not be the first that springs to mind. Yet the past decade has seen an<br />
explosion of creativity in this under-appreciated sector, and ever greater<br />
demands are being placed on the firms that wrap up the goods we<br />
consume. Common sense has dictated that packaging become less wasteful<br />
and lighter to transport. Supermarkets want food to last longer and look<br />
better. Drug companies are requiring more resistance to contamination.<br />
“The pace of technological change has been accelerating,” says Phillip<br />
McCreanor, Partner at <strong>Livingstone</strong> London, who heads the firm’s Industrials<br />
team there. “One side effect of this has been a flourishing market for mergers<br />
and acquisitions.” Indeed, after a lull following the financial crisis, M&A in<br />
packaging has rebounded smartly. Global deals in the sector in 2011 were<br />
worth $28.4bn, according to data provider Capital IQ, up by over 50% since<br />
2008 and close to the level seen in the boom year of 2007.<br />
WASTE NOT, WANT NOT<br />
Environmental concerns have been a key driver of change, and there is<br />
intensifying pressure to make packages that are easier to recycle, or that<br />
can be burnt to recover part of the energy expended in manufacturing them.<br />
“Standards have been ratcheting up for five or six years now,” says McCreanor.<br />
“In addition, there is a desire for packaging that will increase the shelf life<br />
of food, and so cut back on food waste.” In the UK alone, improvements in<br />
packaging have helped save 1.2 million tons of waste over the last five years,<br />
equivalent to 128,000 full standard refuse trucks, according to WRAP, a<br />
government-funded organisation that promotes recycling.<br />
As well as reducing waste, new developments in packaging can help<br />
drive product sales. Packaging has long been used to entice shoppers, but<br />
this increasingly goes beyond mere attractive design, says Jon Whiteman,<br />
Assistant Director at management consultancy CIL. “We are seeing more<br />
packages that can be resealed so that people can eat on the go, or labels<br />
that change colour when goods are about to expire,” he explains. “Such<br />
technological shifts lead to corporate activity as firms look to buy into<br />
new growth areas.”<br />
In addition to food and FMCG, the healthcare market has helped drive<br />
pressure for change. Even a mature market such as the UK has seen<br />
prescriptions rise by 6% a year over the past decade, according to CIL, largely<br />
as a result of an ageing population and the increased number of medicines<br />
on offer. Here, too, the packaging challenges have been multiplying, says<br />
Whiteman: “Regulators have been demanding more tamper-proof packaging<br />
and that increasing amounts of information are included on packs.”<br />
BIG IS BEAUTIFUL<br />
As packaging is becoming more sophisticated and highly-engineered, the<br />
demands on its manufacturers grow, and smaller businesses find it harder to<br />
compete. Andy Isgrig, Managing Director at <strong>Livingstone</strong> Chicago, explains:<br />
“In addition to the need to invest, packaging firms are getting squeezed by<br />
larger suppliers and customers. Increasing scale and innovation are critical<br />
efforts to combat this market dynamic. This will clearly fuel more domestic<br />
and cross-border M&A in the sector.”<br />
Ralph Hagelgans, Partner at <strong>Livingstone</strong> Düsseldorf,<br />
adds that in many cases this scale must be<br />
international: “Companies that are heavy users<br />
of packaging are looking for<br />
a one-stop shop that<br />
can provide a range<br />
of solutions and can<br />
also service them<br />
globally,” he says. “Getting bigger also helps packaging businesses to capture<br />
more of the value chain and to better amortise overheads – for example, in<br />
design and tooling.” The recent buy-out of Excelsior Technologies and sale<br />
of WEENER Plastik (see panel, below) exemplify these trends.<br />
“Customers are keen to bring existing North American suppliers to<br />
Eastern Europe, Asia-Pacific and Latin America,” agrees Timothy P. Burns,<br />
President of Cranial Capital, Inc., a packaging industry research and<br />
consultancy company. “What is critical is for packs in Brazil to look exactly<br />
the same as those in Britain.”<br />
These developing markets are key drivers of growth. Consumer goods<br />
businesses like Procter & Gamble and Unilever are increasing sales in<br />
emerging markets and expect packaging companies to follow. While<br />
demand for packaging is rising by only about 2% a year in Europe, Chinese<br />
consumption has been climbing at closer to 8%, according to CIL.<br />
Consolidation in the industry has also created its own momentum. One<br />
big push behind the latest wave of activity was the purchase by Australian<br />
business Amcor of parts of Alcan Packaging from Rio Tinto for $1.95bn,<br />
which created the world’s largest supplier of packaging to the pharmaceutical,<br />
healthcare and personal care industries. “This caused a ripple effect,<br />
prompting second-tier firms to merge,” says McCreanor. “There has<br />
been a scramble to keep up.”<br />
Finally, the importance of scale has also been underlined by commodity<br />
disruptions. In 2010, the earthquake in Chile and port strike in Finland –<br />
countries that, together, account for 12% of the world’s pulp sales –<br />
disrupted supplies to packaging companies. “The fact that large packaging<br />
businesses were more likely to get what they needed sent a clear signal,”<br />
says Whiteman. “You need to make sure you are priority number one for<br />
your suppliers.”<br />
These pressures are unlikely to abate in the short- to medium-term, and<br />
M&A activity should remain high. This should continue to drive strong<br />
valuations for attractive independent players in the sector, particularly those<br />
with specialist expertise, niche capabilities and proprietary technology.<br />
RECENT PACKAGING DEALS<br />
EXCELSIOR TECHNOLOGIES<br />
Based in North Wales, Excelsior specialises in flexible plastic packaging that is<br />
light in weight and can often be resealed or, in the case of its food steam packs,<br />
used directly in cooking. It exports to 14 countries and, as Phillip McCreanor puts<br />
it, has “a tremendous platform for growth in an expanding market”.<br />
When US-based CEO Ron Shemesh decided to sell the company earlier this<br />
year, Managing Director Dave Moorcroft contacted McCreanor, with whom he<br />
had a relationship dating back to 2009. <strong>Livingstone</strong> ran a confidential and highly<br />
targeted process to select a financial partner capable of helping management<br />
develop the business to its full potential. The result was a management buy-out,<br />
with funds provided by London-based Growth Capital <strong>Partners</strong>.<br />
WEENER PLASTIK<br />
German company WEENER Plastik specialises in innovative plastic packaging,<br />
including sealing caps, valve caps and beverage caps. It is one of the leading<br />
suppliers of closures in Europe, with a turnover of approximately €140m last year.<br />
“The company’s customers wanted more international coverage, and this<br />
required more money to expand,” explains Ralph Hagelgans, Partner at<br />
<strong>Livingstone</strong> Düsseldorf, who headed the team that advised WEENER’s<br />
shareholders on the sale of the company to US investor Lindsay Goldberg in April.<br />
Contact:<br />
Phillip McCreanor, Partner, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4725, E: mccreanor@livingstonepartners.co.uk<br />
Andy Isgrig, Managing Director, <strong>Livingstone</strong> Chicago<br />
T: +1 312 670 5926, E: isgrig@livingstonepartners.com<br />
Ralph Hagelgans, Partner, <strong>Livingstone</strong> Düsseldorf<br />
T: +49 211 300 495 23, E: hagelgans@livingstonepartners.de
Bike to the future<br />
<strong>Livingstone</strong>’s cross-border experience<br />
and insight were crucial in the takeover of<br />
Germany’s leading bicycle manufacturer,<br />
Derby Cycle, by a Dutch family office<br />
DEAL AT A GLANCE<br />
CLIENT: DERBY CYCLE AG<br />
SECTOR: INDUSTRIAL<br />
DEAL TYPE: ACQUISITION<br />
BUYER: PON HOLDINGS B.V.<br />
16 // WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong><br />
Cross-border takeovers can be fraught with<br />
problems. Cultural disparities and different<br />
mindsets mean that achieving an outcome<br />
that works for both parties can be difficult.<br />
The acquisition of Derby Cycle AG by Pon<br />
Holdings B.V. is a case in point. While all parties<br />
regard the deal as a great success, the journey<br />
there was complicated, with a number of<br />
false starts and dead ends, and required the<br />
intervention and expertise of Dr Ralf Nowak,<br />
Partner at <strong>Livingstone</strong> Düsseldorf.<br />
Pon Holdings is one of the largest family-run<br />
businesses in the Netherlands. It has a wide range<br />
of operations, including auto parts, leasing and<br />
transport, with more than 11,000 employees in<br />
250 branches across 21 countries. Having already<br />
acquired the Netherlands’ second-largest bicycle<br />
maker, Gazelle, in August 2011, Pon’s proposed<br />
takeover of Derby Cycle, Germany’s largest<br />
bicycle manufacturer, made perfect strategic<br />
sense. The takeover would complement Gazelle<br />
and represent a significant consolidation of the<br />
competitive European bicycle industry.<br />
Derby Cycle’s products are sold under the<br />
established brands Raleigh, Kalkhoff, Focus,<br />
Univega and Rixe, and its range includes sports<br />
bikes for recreation and competitive racing,<br />
comfort bikes for everyday use and, increasingly,<br />
electric bikes. The company, which is based<br />
in Cloppenburg in Lower Saxony, floated in<br />
February 2011.<br />
TRICKY NEGOTIATIONS<br />
Pon’s initial overture to Derby was not successful;<br />
its rather informal approach didn’t chime with<br />
the target’s business philosophy, and negotiations<br />
stalled before they had got off the ground. Pon<br />
then asked Rabobank International, its<br />
investment bank advisor, to approach Derby<br />
Cycle more formally on its behalf, but a number<br />
of factors once again derailed negotiations.<br />
It was at this point that Rabobank enlisted the<br />
help of Nowak, with whom the company had<br />
worked before; it valued his empathetic approach<br />
to takeovers and his understanding of German<br />
business culture. Nowak explains that his role in<br />
the deal was very much that of cultural translator,<br />
gaining access to the right people at Derby Cycle<br />
after the initial false start, and understanding
exactly what the company’s<br />
owners wanted.<br />
“It helped<br />
that Rabobank<br />
International M&A<br />
and <strong>Livingstone</strong><br />
<strong>Partners</strong> are both<br />
well-known and<br />
respected firms, and<br />
that I had a point of<br />
contact with the CEO<br />
at Derby,” he says. “He<br />
could relate to my own<br />
background working in<br />
a corporate environment.”<br />
Nowak spoke to Derby Cycle about the strategic<br />
benefits of partnering with Pon Holdings, and the<br />
fact that the Dutch firm had already acquired<br />
Gazelle: “As we talked through the strategic<br />
opportunities, they understood that there was no<br />
downside to listening to what Pon Holdings had<br />
to say, and my initial briefing went very well.<br />
“The Derby Cycle management wanted to be<br />
part of the management team of the Pon cycle<br />
business and were keen to have an active role;<br />
this was key to the takeover,” he adds. “It was also<br />
“A key driver of the deal’s success is that it was a<br />
friendly takeover. It’s much more difficult to ensure<br />
a successful outcome in a hostile environment”<br />
important for Derby Cycle to understand that<br />
Pon, having bought Gazelle, had helped it to<br />
get in much better shape financially. Derby<br />
Cycle could see the positive outcome of the<br />
restructuring and the opportunity for synergies.<br />
It was always clear that it was to be a friendly<br />
takeover so that the Derby Cycle management<br />
and its shareholders felt comfortable.”<br />
The deal was not a straightforward one, with<br />
a lot of parties involved in the negotiations, but<br />
<strong>Livingstone</strong> has extensive experience in managing<br />
complex multi-party negotiations. Rabobank<br />
Contact:<br />
International undertook a capital market review,<br />
while <strong>Livingstone</strong> fronted up the discussions in<br />
Germany for Rabobank International M&A and<br />
kept the transaction moving forward.<br />
“The close cooperation of the advisory teams<br />
in the Netherlands and Germany made the<br />
implementation of the deal very efficient,”<br />
says Nowak.<br />
SECTOR: INDUSTRIAL<br />
A FRIENDLY TAKEOVER<br />
In Derby Cycle and Gazelle, Pon now owns two<br />
companies (collectively known as the Pon Bicycle<br />
Group) that, combined, produce around one<br />
million bicycles a year. Most importantly, Derby’s<br />
CEO is very happy with the deal. “He has only one<br />
shareholder to report to now and has a much<br />
easier working relationship,” says Nowak. “A key<br />
driver of the deal’s success is that it was a friendly<br />
takeover. It’s much more difficult to ensure a<br />
successful outcome in a hostile environment.”<br />
The deal was the fourth pan-European and 16th<br />
overall cross-border transaction that <strong>Livingstone</strong><br />
successfully advised on in 2011. Phillip McCreanor,<br />
Head of the Industrial sector team at <strong>Livingstone</strong><br />
London, says it was another milestone transaction<br />
for the firm’s Public Company Advisory team,<br />
and further confirms <strong>Livingstone</strong>’s extensive<br />
Industrial sector credentials.<br />
In the original Business Combination<br />
Agreement of September 2011, Pon and Derby<br />
agreed that Derby Cycle AG would remain an<br />
independent stock exchange-listed company for<br />
18 months following Pon’s takeover offer. But the<br />
deal has been such a success that in May this year,<br />
the Derby management board agreed that Pon<br />
could request the transfer of all shares held by<br />
minority shareholders in return for compensation<br />
before the end of the 18-month period. As a<br />
result, Pon now owns Derby Cycle outright.<br />
The Pon Bicycle Group has continued to<br />
expand with the recent acquisition of Cervélo<br />
Cycles, a Canadian manufacturer of high-end<br />
racing bicycle frames, in a further sign of the<br />
company’s commitment to its cycling portfolio.<br />
Dr Ralf Nowak, Partner, <strong>Livingstone</strong> Düsseldorf<br />
T: +49 211 300 495 24, E: nowak@livingstonepartners.de<br />
Phillip McCreanor, Partner, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4725, E: mccreanor@livingstonepartners.co.uk<br />
WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong> // 17
SECTORS: CONSUMER & MEDIA:TECH<br />
18 // WWW.LIVINGSTONEPARTNERS.COM // AUTUMN <strong>2012</strong><br />
Pulling together<br />
Good corporate finance advisers<br />
can provide invaluable advice, as<br />
both TVC and Iglu.com discovered<br />
not once, but twice<br />
Contact:<br />
We’ve all heard the old adage, “It’s not what you<br />
know, it’s who you know,” and this certainly<br />
applies to professional advisers. When it comes<br />
to a crucial decision such as selling or finding a new<br />
investor for your business, or recapitalising, the quality<br />
of the professional advice you receive can make all the<br />
difference between disappointment and delight.<br />
But it’s not just at the time of the deal that advisers<br />
can add value. By bringing their experience of other<br />
recent transactions in your sector, and informed by<br />
their ongoing interactions with acquirers and investors<br />
across the space, good corporate finance advisers<br />
can deliver valuable strategic insight, helping you<br />
understand the trends in the sector and what they<br />
might mean for building value in advance of an exit.<br />
You can benefit from this strategic advice long<br />
before you decide to initiate a transaction, as two of<br />
<strong>Livingstone</strong>’s recent deals illustrate: the sale of digital<br />
PR agency TVC Group to The Economist Group in<br />
March, followed in May by the sale of online travel<br />
group Iglu.com to the management team backed<br />
by Growth Capital <strong>Partners</strong> (GCP).<br />
Daniel Domberger, Director, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4731, E: domberger@livingstonepartners.co.uk<br />
Richard Fetterman, Partner, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4739, E: fetterman@livingstonepartners.co.uk<br />
Christopher Jones, Director, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4724, E: jones@livingstonepartners.co.uk<br />
James Lever, Partner, <strong>Livingstone</strong> London<br />
T: +44 (0)20 7484 4711, E: lever@livingstonepartners.co.uk
DEAL AT A GLANCE<br />
CLIENT: TVC GROUP<br />
SECTOR: MARKETING SERVICES,<br />
MEDIA & INFORMATION<br />
DEAL TYPE: SALE<br />
BUYER: THE ECONOMIST GROUP<br />
DEAL AT A GLANCE<br />
CLIENT: IGLU.COM<br />
SECTOR: TRAVEL<br />
DEAL TYPE: SALE<br />
BUYER: MBO TEAM/GROWTH<br />
CAPITAL PARTNERS<br />
TVC GROUP<br />
<strong>Livingstone</strong> initially worked with TVC in 2008, when<br />
it helped to reposition what was then a specialist<br />
broadcast PR firm as a digital-led agency and advised<br />
on the sale to private equity house ISIS Equity <strong>Partners</strong>.<br />
This created an exit route for the two founders and an<br />
opportunity for Managing Director Nicky Minter-<br />
Green to step up to the CEO role.<br />
But <strong>Livingstone</strong>’s involvement didn’t end there. “We<br />
like to keep in touch with all our clients after the deals<br />
have been done,” says Daniel Domberger, Director at<br />
<strong>Livingstone</strong> London, who advised on the TVC deal<br />
alongside Partner Richard Fetterman. “We got together<br />
with ISIS and the team at least every six months<br />
to discuss changes in the market, the investment<br />
landscape, potential acquisitions, and skills that they<br />
might want to add. We wanted to help them maintain<br />
their strategic clarity, and to give them some insight<br />
into how the market was moving and what they needed<br />
to do to stay hot in the eyes of acquirers.”<br />
Over the next three years, TVC continued to evolve<br />
and grow, still drawing on its original broadcast<br />
expertise, but becoming increasingly content- and<br />
digital-led. It built up a client base that included blue<br />
chip names such as Coca Cola, Vodafone and Lloyds<br />
TSB. By late 2011, ISIS began to think about its exit,<br />
and <strong>Livingstone</strong>’s sector insight was again critical.<br />
“TVC was perfectly positioned at the intersection of<br />
content creation and activation, working with some of<br />
the world’s biggest brands and achieving results no one<br />
else could,” explains Domberger. “We knew it would<br />
generate a lot of strategic interest.”<br />
And it wasn’t just the ‘usual suspects’, adds Fetterman:<br />
“Although there are some high-profile acquirers in<br />
the marketing services sector, rapid convergence and<br />
evolution of content models has brought new players<br />
HAVING WORKED WITH US<br />
BEFORE AND KNOWING US SO<br />
WELL, LIVINGSTONE KNEW EXACTLY<br />
WHAT WE WERE LOOKING FOR<br />
RICHARD DOWNS, CEO, IGLU.COM<br />
into the space. While it seemed superficially strange for<br />
a media owner to acquire a creative agency, we knew<br />
that content organisations like The Economist were<br />
(and are) keen to add more value to the global brands<br />
they work with. TVC gave them just the cutting-edge<br />
creative and executional flair they needed.”<br />
The sale process was relatively quick, and<br />
<strong>Livingstone</strong>’s role was pivotal to securing a successful<br />
outcome for all parties. “There’s no way we would have<br />
met The Economist Group if it wasn’t for <strong>Livingstone</strong>,”<br />
says Minter-Green. He describes TVC as “very happy”<br />
within The Economist Group and explains that the<br />
long-term relationship between <strong>Livingstone</strong> and TVC<br />
was integral to the deal. “Because they understood the<br />
strategic journey our business had been on, they<br />
could represent us in the best possible way. They<br />
were easy to work with and always kept their cool.<br />
I can’t recommend them highly enough.”<br />
IGLU.COM<br />
Having known the management team for several years,<br />
<strong>Livingstone</strong> began working formally with Iglu.com, an<br />
online travel agent selling ski and cruise holidays, in<br />
2009. It advised on the recapitalisation of the business<br />
and secured an investment from Matrix Private Equity<br />
<strong>Partners</strong> in a deal that delighted shareholders and<br />
management alike.<br />
Iglu grew and prospered, and the management<br />
team stayed in touch with <strong>Livingstone</strong>, who kept them<br />
abreast of the evolving strategies of major acquirers<br />
in the travel sector and the high level of interest from<br />
institutional investors.<br />
By 2011, the time seemed right for Matrix to exit, but<br />
the team weren’t ready to see the business disappear<br />
into a larger corporate. A secondary buy-out was the<br />
answer, giving Matrix a strong return and management<br />
a new partner to support its next strategic objective –<br />
the expansion of its cruise business into Europe.<br />
Iglu turned again to <strong>Livingstone</strong>, knowing that the<br />
team was already intimately familiar with the business,<br />
understood its strategy, and knew the most relevant<br />
potential investors.<br />
But, just as <strong>Livingstone</strong> began engaging with<br />
investors in January <strong>2012</strong>, the cruise ship Costa<br />
Concordia sank off the coast of Italy with the loss<br />
of 32 lives. Cruise bookings plummeted across the<br />
industry and the process had to be delayed.<br />
“We had structured a deal priced on the current year’s<br />
earnings,” explains Christopher Jones, Director at<br />
<strong>Livingstone</strong> London, who advised Iglu on the deal<br />
alongside Partner James Lever, “and it became very<br />
difficult to disaggregate the actual P&L performance<br />
post Concordia from what would have happened if the<br />
boat hadn’t hit the rocks.” Iglu continued to trade well<br />
despite the Costa Concordia, and its new investment<br />
partner, GCP, had the foresight to focus on medium-<br />
and long-term sector trends rather than the limited<br />
immediate industry fall-out from the tragedy.<br />
“Having worked with us before and knowing us so<br />
well, <strong>Livingstone</strong> knew exactly what we were looking<br />
for and who we would be attractive to,” says Richard<br />
Downs, Iglu’s CEO. “They were able to say to potential<br />
financial partners: ‘We’ve known this management<br />
team for a long time; we rate them; and we’ve every<br />
confidence that they will deliver on their future plans,<br />
because we’ve witnessed them do so in the past.’”<br />
He adds: “Because travel is one of <strong>Livingstone</strong>’s<br />
specialisms and they understood the market, we<br />
got better quality attention in a shorter time frame<br />
than we could have done ourselves. This created<br />
a competitive process that kept everyone honest<br />
in terms of price and value.<br />
“I’m pleased with the outcome of the deal. I would<br />
work with them again and would recommend them.<br />
In fact, I’ve already done so.”<br />
WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong> // 19
SECTOR: INDUSTRIAL<br />
Dealing with death<br />
Thanks to a new private equity investment, Aurora Casket Company, Inc.,<br />
the largest independent manufacturer and distributor of funeral products<br />
in the US, now has the financial backing to further its market leadership<br />
Death and taxes are often quoted as the two things in life<br />
that are unavoidable. The inevitability of death and the<br />
current demographic trend of the US baby boomers<br />
entering the twilight of life set the stage for a deal that<br />
<strong>Livingstone</strong> <strong>Partners</strong>’ Chicago team brought to market in early<br />
<strong>2012</strong>. It also caught the imagination of a broad set of private<br />
equity investors.<br />
The North American funeral products or ‘deathcare’ industry<br />
is a $2.6bn market comprised of caskets (approximately 50%<br />
of the product mix) and other burial, cremation and memorial<br />
products. The market is led by three major players including<br />
Aurora Casket, the largest privately-owned manufacturer.<br />
With more than two million funerals in the US each year and<br />
annual industry revenue of approximately $20.7bn, deathcare<br />
is alive and well. And, despite a temporary decline in the death<br />
rate (thanks partially to improvements in healthcare that have<br />
increased life expectancy), the overall rate and number of deaths<br />
is set to rise, driven by North America’s ageing population.<br />
A FRAGMENTED INDUSTRY<br />
The funeral home market is characterised by family-owned<br />
firms, which have typically been passed down over several<br />
generations. This market, which represents Aurora’s primary<br />
customer base, is mainly comprised of small businesses that<br />
operate in localised markets. Although some consolidation<br />
is taking place in the industry, it remains largely fragmented,<br />
with approximately 17,000 privately-owned funeral homes.<br />
“The funeral home consolidators are focused on larger<br />
markets and the vast majority of privately owned funeral homes<br />
are in smaller tertiary markets, not ripe for consolidation,”<br />
explains Andy Isgrig, Managing Director at <strong>Livingstone</strong><br />
Chicago, who advised Aurora on its recent transaction.<br />
Over the past 10 to 15 years, the industry has undergone some<br />
significant changes, and it’s set to see more. In the late 1990s<br />
and early 2000s, the funeral service provider buy-and-builds<br />
took place and reached equilibrium.<br />
“The next wave is further consolidation of the product<br />
companies,” says Isgrig. “The need for manufacturing and<br />
distribution scale, market demand for innovation, and the<br />
ability to help those independent funeral homes improve<br />
their business operations are a few of the key drivers of this<br />
forecast activity.”<br />
While cremations have increased by about 1% per year over<br />
the past 20 years, due to evolving social and religious norms,<br />
there continues to be ample opportunity to help families with<br />
products and services that facilitate the grieving process during<br />
this difficult time.<br />
20 // WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong><br />
However, although the products and services might be<br />
evolving, certain qualities crucial to success in the funeral<br />
market are the same as they have always been. The reputation<br />
of the funeral home and the service level it provides, along with<br />
its proximity to client families, are of paramount importance.<br />
Its ability to provide the types of services and range of products<br />
desired by the family, at a price deemed acceptable, is critical<br />
to the selection process.<br />
“Death is not convenient,” says Aurora President and CEO<br />
Michael Quinn. “The ability of certain manufacturers to provide<br />
product within 24 hours is the price of entry to the market. As<br />
a result, Aurora operates an extensive distribution system<br />
designed to meet this requirement.”<br />
A FAMILY BUSINESS<br />
While Aurora Casket’s heritage as a family-owned business is<br />
typical of the funeral market, it bucks the trend when it comes<br />
to size. Based in Aurora, Indiana, Aurora Casket is one of the<br />
three largest manufacturers of caskets and urns in the US. The<br />
company also provides customised business solutions, stationery,<br />
memorial products and technology solutions to funeral homes<br />
across North America and operates five manufacturing facilities<br />
in the US and Canada. Its recent growth has been driven by<br />
a complete focus on the funeral products market, excellent<br />
execution and innovation.<br />
The success of the company, which by <strong>2012</strong> was in its fifth<br />
generation of ownership, is built on its formidable reputation<br />
for quality, innovation and service. John Backman founded the<br />
business in 1890 when he began making wooden caskets by<br />
hand, employing 20 people. It expanded in the 1920s when his<br />
son, William Backman, and his son-in-law, William Barrott,<br />
joined the company, and has since been controlled<br />
by the Backman and Barrott families.<br />
However, in July this year, Aurora<br />
changed hands for the first time when<br />
Isgrig, along with Ryan Buckley, Vice<br />
President at <strong>Livingstone</strong> Chicago, advised<br />
on its sale to Kohlberg & Company, a<br />
leading PE firm based in Mount Kisco,<br />
New York.<br />
A COMPLEX DEAL<br />
The deal to sell Aurora, which took just six<br />
months from initial approach to investors<br />
to completion, is a result of Isgrig and<br />
Buckley’s extensive preparation of<br />
the client and situation and effective
execution skills. The owners of Aurora had previously recruited<br />
Jerry Reichert, a long-standing adviser to the family and highly<br />
respected management professional, to oversee the day-to-day<br />
operations, take the Company to the next level and implement<br />
a succession plan.<br />
As Isgrig had enjoyed a professional relationship with<br />
Reichert for more than 15 years, Reichert naturally turned<br />
to him for advice when it came to evaluating the company’s<br />
strategic alternatives. He and the Backman and Barrott families<br />
appreciated the honest advice Isgrig had provided over the years<br />
and were confident that <strong>Livingstone</strong> could position the company<br />
effectively and access a broad set of PE investors.<br />
“While Aurora’s operations and market position were<br />
relatively straightforward, we worked hard to articulate to<br />
potential buyers the complex factors specific to the deathcare<br />
sector regarding the demographic trends and Aurora’s<br />
performance against the macro dynamic,” says Buckley.<br />
<strong>Livingstone</strong> advised Aurora’s owners and management that<br />
PE buyers would be quick to understand the value of a quality<br />
family-owned firm in a stable market. Although there were a<br />
number of potential buyers, Isgrig and Buckley advised that<br />
Kohlberg offered the best fit. “Because Kohlberg had active<br />
investments in both a hospice provider and the life settlement<br />
business, they had an existing understanding of the key<br />
demographics and trends that would affect the investment<br />
over its hold period,” says Isgrig. “This helped us get comfortable<br />
with the surety of close, an important element of the deal, in<br />
addition to price.<br />
“Kohlberg understands that Aurora has a great potential<br />
to expand in the market and capitalise on its successes,” he<br />
concludes. “There is a substantial opportunity to be innovative<br />
in the funeral market, offering new products and services as<br />
the industry evolves. Kohlberg recognises these opportunities<br />
and sees further growth potential organically and through<br />
acquisitions. With the financial strength of Kohlberg’s private<br />
equity funds, Aurora will carry on to even greater success.”<br />
WITH MORE THAN TWO<br />
MILLION FUNERALS<br />
IN THE US EACH YEAR AND<br />
ANNUAL INDUSTRY REVENUE<br />
OF APPROXIMATELY $20.7BN,<br />
DEATHCARE IS ALIVE AND WELL<br />
Contact:<br />
DEAL AT A GLANCE<br />
CLIENT: AURORA CASKET COMPANY, INC.<br />
SECTOR: INDUSTRIAL<br />
DEAL TYPE: SALE<br />
BUYER: KOHLBERG & COMPANY, LLC<br />
Andy Isgrig, Managing Director, <strong>Livingstone</strong> Chicago<br />
T: +1 312 670 5926, E: isgrig@livingstonepartners.com<br />
Ryan Buckley, Vice President, <strong>Livingstone</strong> Chicago<br />
T: + 1 312 670 5925, E: buckley@livingstonepartners.com<br />
CELIA MATHER<br />
WWW.LIVINGSTONEPARTNERS.COM // AUTUMN <strong>2012</strong> // 21
Oro Direct is Spain’s leading precious metals trading<br />
company. It was originally founded to offer retail investors<br />
access to gold bullion in partnership with the Austrian<br />
Mint. But as the economic downturn hit Spain, Oro<br />
identified a new opportunity: to acquire scrap gold from small<br />
jewellers across the country and then sell it on to major refiners,<br />
which don’t like dealing with numerous independents. It acts like<br />
a market-maker, paying jewellers for gold within a few hours and<br />
selling it on in bulk to refiners a few days later. In addition, Oro<br />
provides the independent jewellers with the finance, logistics,<br />
technical and laboratory analysis, paperwork and certification<br />
required to execute these transactions.<br />
This switch in strategy proved very successful: Oro grew<br />
from €1m of turnover in 2006 to about €1bn in 2011. It opened<br />
retail branches, operating centres and laboratories in Madrid,<br />
Barcelona, Valencia and Malaga, giving access to clients across<br />
Spain and Portugal. Expansion was foreseen in France and<br />
Eastern Europe.<br />
GROWING PAINS<br />
Inevitably, such growth requires investment in both infrastructure<br />
and working capital, and while Oro’s original backers remained<br />
very supportive, it became clear that a partner with greater access<br />
to capital would be needed to help the business continue to grow.<br />
The company’s CEO and its original investors knew Neil Collen,<br />
Partner at <strong>Livingstone</strong> Madrid, from a previous transaction, and<br />
asked him to help them find a new financial partner.<br />
With Oro’s revenues having increased 1,000-fold over five years,<br />
Collen knew that investors would be keen to learn more about<br />
the business, but that some would struggle to get comfortable,<br />
concerned that its growth might prove to be unsustainable and<br />
would slow down. Others might be concerned about the mix<br />
of retail sales of coin and bullion with Oro’s wholesale trading<br />
operations. Finally, there were the obvious macroeconomic<br />
challenges: the scarcity of credit, turbulent financial markets and<br />
the grim economic situation in its domestic Spanish market.<br />
“For investors, it was something of an unknown market,”<br />
explains Collen. “They could see how Oro had grown so quickly,<br />
but had no way of knowing how long that could continue,<br />
or how large the potential market might be – in Spain and<br />
internationally. We worked closely with the team at Oro to<br />
map out and quantify their current and potential markets.<br />
When we’d done this, we knew we’d be able to satisfy potential<br />
investors – the market is enormous, and would be even without<br />
the boost generated by the recession.”<br />
THE FLEXIBILITY TO GROW<br />
<strong>Livingstone</strong> brought the opportunity to a small group of strategic<br />
investors and financial institutions it knew would understand the<br />
market, see the benefits of Oro’s hybrid retail/wholesale model<br />
and feel comfortable backing the international expansion. There<br />
was a lot of interest from strategic partners, but Oro’s CEO could<br />
see the potential that remains to be tapped, and knew it would be<br />
premature to exit now. Attention therefore focused on financial<br />
partners who could provide access to capital to support growth<br />
22 // WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong><br />
Gold<br />
standard<br />
NICK HUBER<br />
When a company grows from<br />
€1m of revenues to €1bn in a<br />
few short years and promises<br />
more to come, it can both<br />
reward its current investors<br />
and bring a new growth<br />
partner on board – as the<br />
example of Oro Direct shows<br />
DEAL AT A GLANCE<br />
CLIENT: ORO DIRECT<br />
INVERSIÓN, S.L.<br />
SECTOR: BUSINESS SERVICES<br />
DEAL TYPE: SALE<br />
BUYER: JZ INTERNATIONAL
ORO GREW FROM<br />
€1M OF TURNOVER<br />
TO ABOUT €1BN WITHIN<br />
FIVE YEARS… SUCH<br />
GROWTH REQUIRES<br />
INVESTMENT<br />
for the next few years, with a view to an ultimate exit thereafter.<br />
“JZI soon emerged as the preferred partner, as the team<br />
there knew financing, logistics and B2B services from previous<br />
investments,” says Collen. JZI is a European investment group –<br />
affiliated with The Jordan Company in the US – that specialises<br />
in financial services and trading companies, with more than 30<br />
investments across Europe.<br />
“JZI also has lots of experience in working with fast-growing,<br />
recession-driven businesses,” adds Collen. “This meant that it was<br />
a better investor for Oro in the longer term than a trade buyer that<br />
could have bought the business in its entirety.”<br />
The deal provided a highly attractive exit for the original<br />
shareholders – who were delighted with their investment – while<br />
maintaining the ownership and involvement of the founder/CEO.<br />
Oro’s founder is also delighted with the deal. “Neil and<br />
his team at <strong>Livingstone</strong> provided me with excellent service<br />
throughout the process,” he says. “As well as identifying exactly<br />
the type of investor I needed, they managed the complex<br />
transaction extremely well.”<br />
SEALING THE DEAL<br />
Neil Collen gives his top tips for entrepreneurs looking for<br />
equity release and growth capital<br />
n Find the right investor – expand your horizons to find the best possible<br />
investors from across the globe for your business.<br />
n Make sure that your business plan is realistic and that you can<br />
justify key assumptions, such as profit forecasts. Deals typically take<br />
between nine months and a year to complete, during which time<br />
investors will see whether your forecasts are being achieved.<br />
n Use experienced corporate finance advisers to help you get the best<br />
deal. This is particularly important if you’re selling a business for the<br />
first time. Investors do deals for a living. A good adviser will help to<br />
make sure that the terms of the deal (in the short and long run) are<br />
favourable and comply with legal and regulatory requirements.<br />
Contact:<br />
Neil Collen, Partner, <strong>Livingstone</strong> Madrid<br />
T: +34 963 5245 04, E: collen@livingstonepartners.es<br />
SECTOR: BUSINESS SERVICES<br />
WWW.LIVINGSTONEPARTNERS.COM // WINTER <strong>2012</strong> // 23
We’ve achieved results for these clients<br />
What can we do for you?<br />
WORLDSTONE GROUP LTD<br />
JT GROUP LTD<br />
Sale of leading provider of<br />
managed telecoms services to<br />
Channel Islands telecoms group in<br />
July <strong>2012</strong>.<br />
<strong>Livingstone</strong> advised the vendors<br />
and assisted in the negotiations.<br />
EXCELSIOR TECHNOLOGIES LTD<br />
MBO TEAM/GROWTH CAPITAL<br />
PARTNERS<br />
Buy-out of a leading UK<br />
independent flexible packaging<br />
manufacturer in June <strong>2012</strong>.<br />
<strong>Livingstone</strong> initiated the transaction,<br />
advised the management team and<br />
led the negotiations.<br />
TE CONNECTIVITY<br />
KGP LOGISTICS<br />
Acquisition of certain assets of the<br />
professional services business of<br />
Tyco Electronics Connectivity by<br />
KGP Electronics in April <strong>2012</strong><br />
<strong>Livingstone</strong> advised the<br />
acquirer, KGP, and assisted<br />
in the negotiations.<br />
KOONTZ-WAGNER CUSTOM<br />
CONTROLS HOLDINGS LLC<br />
GLOBAL POWER EQUIPMENT<br />
GROUP INC.<br />
Sale of a leading manufacturer and<br />
integrator of engineered packaged<br />
control room solutions in July <strong>2012</strong>.<br />
<strong>Livingstone</strong> initiated the transaction,<br />
advised the vendors, High Street<br />
Capital and Koontz-Wagner, and<br />
assisted in the negotiations.<br />
IGLU.COM<br />
MBO TEAM/GROWTH CAPITAL<br />
PARTNERS<br />
Sale of the UK’s leading online ski<br />
and cruise travel agent to its<br />
management team backed by Growth<br />
Capital <strong>Partners</strong> in May <strong>2012</strong>.<br />
<strong>Livingstone</strong> initiated the<br />
transaction, advised the vendors<br />
and led the negotiations.<br />
APPLIED KILOVOLTS<br />
ITT EXELIS<br />
Sale of leading manufacturer of<br />
specialist high voltage power<br />
supplies to the life sciences<br />
industry in April <strong>2012</strong>.<br />
<strong>Livingstone</strong> initiated the<br />
transaction, advised the vendors<br />
and led the negotiations.<br />
AVM LTD<br />
MBO TEAM/ALCUIN<br />
CAPITAL PARTNERS<br />
Secondary buy-out of the UK’s<br />
leading independent visual<br />
communications systems<br />
integrator in June <strong>2012</strong>.<br />
<strong>Livingstone</strong> initiated the transaction,<br />
advised management shareholders<br />
and Octopus Investments, and led<br />
the negotiations.<br />
DIGIWEB LTD<br />
PRIVATE INVESTORS<br />
Growth recapitalisation of Ireland’s<br />
leading independent telecoms and<br />
managed services operator in<br />
May <strong>2012</strong>.<br />
<strong>Livingstone</strong> initiated the<br />
transaction, advised the Company<br />
and led the negotiations.<br />
ORO DIRECT INVERSIÓN, S.L.<br />
JZ INTERNATIONAL<br />
Sale of a majority stake in Oro<br />
Direct, the leading precious metal<br />
company in Spain, to private<br />
industrial holding JZ International<br />
in March <strong>2012</strong>.<br />
<strong>Livingstone</strong> advised the vendors<br />
and led the negotiations.<br />
www.livingstonepartners.com<br />
AURORA CASKET COMPANY INC.<br />
KOHLBERG & COMPANY<br />
Sale of the largest privately owned<br />
manufacturer and distributor of<br />
caskets, memorial products and<br />
display systems in the US to<br />
Kohlberg & Company in June <strong>2012</strong>.<br />
<strong>Livingstone</strong> initiated the<br />
transaction, advised the vendors<br />
and led the negotiations.<br />
THE LEISURE PASS GROUP<br />
MBO TEAM/PRIMARY CAPITAL<br />
Sale of the world’s leading<br />
independent operator of multiattraction<br />
tourist passes for<br />
£35m in May <strong>2012</strong>.<br />
<strong>Livingstone</strong> initiated the<br />
transaction, advised the vendors<br />
and led the negotiations.<br />
WEENER PLASTIK AG<br />
LINDSAY GOLDBERG LLC<br />
Sale of a leading international<br />
producer of innovative plastic<br />
packaging solutions to US investor<br />
Lindsay Goldberg LLC<br />
in February <strong>2012</strong><br />
<strong>Livingstone</strong> initiated the<br />
transaction, advised the vendors<br />
and led the negotiations.<br />
A