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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

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