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Petercam's involvement in the M&A advisory business covers
many aspects of a transaction : from the evaluation of strategic
alternatives to negotiating the final terms of a deal, we stand
alongside our clients at every step of the process. We have
acquired a vast experience and expertise
in all kinds of transactions : trade sales, leveraged buy-outs, acquisitions or disposals
of minority or majority shareholdings, public take-over bids.
In addition to sell-side and buy-side assignments, Petercam's
M&A advisory services also include advice
on shareholders structure, assistance in the structuring and
execution of public bids.
SELECTED TRANSACTIONS :
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KBC,
the Belgian banking and insurance group, had to cope
with significant pressure on the share price and solicited
the different Belgian governments in search of a solution.
The Flemish government agreed to subscribe EUR 2 billion
of Tier 1 hybrid securities, as well as to provide a
EUR 1,5 billion core capital facility.
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Petercam
assisted the Flemish government in its decision.
Assistance was provided in structuring the operation,
in the negotiations, as well as in the follow-up
of the operation. |
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Solvay
Pharmaceuticals, a subsidiary of Solvay, the chemical
and pharmaceutical group, launched a voluntary conditional
cash tender offer on the shares of Innogenetics, the
Ghent-based biotechnological company. After a counterbid
launched by Gen-Probe, a US-based competitor, Solvay
increased its offer price eventually launching a successful
offer.
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Petercam
acted as financial advisor to Solvay throughout
the process. Petercam drafted the takeover prospectus
and acted as centralizing agent in the offer. |
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Ethias
came under public scrutiny and had to cope with a deteriorating
solvency and liquidity situation. The Federal, Flemish
and Walloon governments agreed to inject EUR 500 million
each in fresh capital.
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The
Flemish government asked Petercam to assist them
in this transaction. Different solutions were
proposed and the decision was taken to inject
capital. Petercam assisted in the negotiations
on the terms of the final transaction. |
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t-groep,
a Belgian staffing services provider, realized its first
foreign acquisition. The company took over the share
capital of Luba, a Netherlands based staffing company.
Luba is active in temporary services, as well as outsourced
logistic services.
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Petercam
acted as financial advisor to t-groep, with a
joint team composed of members of the Brussels
as well as Amsterdam office. |
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Telenet,
a listed provider of telecommunication services, acquired
the analogue and digital client base of a number of pure
inter-municipalities (PBE, Integan, Intermedia, WVEM
and Interkabel). At the same time it concluded a long-term
emphytheotic lease of the HFC-network owned by these
inter-municipalities. The total deal value was estimated
to be around EUR 427 million.
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Petercam
acted as financial advisor to Telenet. The deal
was unsuccessfully contested by Belgacom, Telenet’s
prime competitor. Through the transaction Telenet
became able to launch a full triple play offer
in Flanders. |
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La
Corbeille Groep, a family-owned Belgian producer of shelf
stable food products, was approached by a potential industrial
partner. After an extensive process with several industrial
groups, the company was sold to Bonduelle of France.
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Petercam
advised the shareholders of La Corbeille in the
contacts with potential partners. Thanks to a
competitive process the shareholders were able
to optimize the conditions of the transaction. |
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CTB
Magemon is the leading specialty dry bulk and general
cargo port operator at the inland ports of Liege and
Charleroi. Benelux Port Holdings (BPH), a vehicle controlled
by Babcock and Brown Infrastructure, acquired a 75%
interest in CTB Magemon, the remaining shares staying
in the hands of the former majority shareholder.
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Petercam
was retained as financial advisor for the sale
of the Company. After having organized a controlled
auction procedure, including financial and strategic
buyers, Benelux Port Holdings was selected as
buyer of CTB Magemon. |
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MG
Finances is a leading Belgian women clothing retailer.
The Group operates 2 networks comprising a total of 85
stores in the Belux and France under the names Cassis
(52 stores) and Paprika (33 stores). The Company was
taken over in a LBO by Mitiska and Sofindev acquiring
a majority participation along with the management of
MG Finances.
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Petercam
advised MG Finances to organize a controlled
auction procedure with a strict timetable. Industrial
and financial players demonstrated interest.
Finally Mitiska and Sofindev were retained and
acquired the company in a leveraged buy-out transaction. |
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The
reference shareholders of Brantano, a shoe retailer with
operations in the Belux, the UK and the Middle East,
expressed their intention to find a partner to realize
a Public-to-Private transaction. In October 2007, Macintosh
Retail Group announced they were making a voluntary and
conditional bid for the full share capital of Brantano.
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Petercam
advised the reference shareholders of Brantano.
Several potential investors were contacted. Finally,
an agreement between the reference shareholders
and Macintosh was reached at a price of EUR 55
per share and a successful takeover bid was launched. |
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NEC-Philips,
a joint venture active in unified communication products,
restructured its distribution platform in Belgium from
a direct to an indirect sales channel. It sold its distribution
and service organization to Dolmen (later RealDolmen),
whilst at the same time concluding a structural partnership.
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Petercam
advised NEC-Philips in the sale of NEC-Philips
Belgium and its partnership agreement with Dolmen. |
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Punch
Technix, a diversified industrial company listed on Euronext
Amsterdam, acquired Punch Graphix. Punch Graphix provides
imaging and printing solutions for the global graphics
industry.
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Petercam
advised Punch Technix on the acquisition of Punch
Graphix, which in fact was a reverse takeover.
Through this transaction Punch Graphix realized
a listing swap from AIM London to Euronext Amsterdam.
In addition Punch Graphix realized a capital
increase of EUR 10 million through a public placement. |
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Spontin,
a business unit of Bru-Chevron, itself a subsidiary of
Spadel was sold for an undisclosed consideration to a
consortium of Dutch private investors under the form
of an asset deal. Spontin operates a bottling production
facility located in the Walloon Region and exploits four
water springs.
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Petercam
acted as financial advisor to Spadel in the process
of asset disposal. |
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Penne is a subcontractor focused on the production of engineered metal and plastic components primarily for the automotive
sector and consumer electronic market. Penne operates a production facility located in the Benelux and employs approximately 85 people.
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Petercam advised the shareholders of Penne in the search of potential buyers and set up an auction process
that attracted interest from both trade and private equity buyers. |
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Industri Kapital, the European private equity firm, has acquired a significant
stake in Magotteaux's capital. Magotteaux is a world leader in grinding
and wear resistant parts for the cement and mining industries, with HQ
in Belgium. Magotteaux's realised a turnover of EUR 378 million in 2005
and employs over 2.000 people.
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Petercam introduced Industri Kapital to Magotteaux and acted as financial advisor to IK throughout an auction process. |
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Banque Artesia Nederland is a Dutch medium-sized commercial bank headquartered in Amsterdam, mainly active in corporate
banking for mid-size and large companies and private banking. At year-end 2005, total outstanding loans to customers
amounted to EUR 3,3bn and total assets under management were EUR 1,5bn. BAN was sold to GE Commercial Finance.
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Petercam advised Dexia in the sale of its subsidiary in the Netherlands. The auction process attracted
interest from both domestic and international players interested in the Dutch banking sector. |
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Carestel
Group, a listed operator of restaurants on highway concessions,
was acquired by Autogrill of Italy. The bidder reached
an agreement with the reference shareholders of the group
after which a public bid was launched.
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Petercam
acted as financial advisor to the board of directors
and certain reference shareholders. Petercam
provided a fairness opinion to the board of directors
regarding the outstanding options and warrants. |
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Shopinvest
acquired exclusive control over SCF, holding company
of retailer E5 Mode, by buying out Sofinim's stake
and subsequently launched a public takeover bid on the
remaining shares of SCF.
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Petercam
acted as financial advisor to Shopinvest for
the acquisition of the stake held by Sofinim
as well as in the structuring and execution of
the public takeover bid. |
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Aquafin is a water treatment company established by the Flemish Government in order to finance, design, build and operate
all supra-municipal infrastructure for the treatment of domestic wastewater treatment. In 2006 the Flemish Environmental
Agency bought out all external shareholders in Aquafin (holding 49% of the shares) for a total amount of EUR 94 million
in order to comply with EU rules.
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Petercam advised financial shareholders holding 29% of the capital of Aquafin in their discussions with the Flemish
Environmental Agency on the financial terms of the buy-out. |
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The
Mond Group, a provider of logistics solutions to the
chemical sector in the Benelux, Germany and France, was
sold for an Enterprise value of EUR 26,9 million to TDG
Plc, a leading European logistics provider, listed on
the London Stock Exchange.
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Petercam
acted as financial advisor to the Mond family. |
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In
2006 the Belgian group De Weide Blik (Univeg) merged
with Bocchi Group (Italy). Headquartered in Belgium,
the merged group is active in the production, trading
and logistics of fresh fruit, vegetables, flowers, flower
bulbs, plants and ready-made meals. At the same time,
CVC Capital Partners, a European private equity firm,
acquired a share in De Weide Blik alongside the management.
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Petercam
advised De Weide Blik and its management team
in the merger with Bocchi and in the restructuring
of its shareholder structure. |
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Club,
a Belgian retail chain specialized in books and stationery,
and Proxis, Belgium's main website for the sale
of books and multimedia products, were sold to Distripar,
a company owned by CNP, for EUR 21,6 million.
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As
advisor to the selling shareholders, including
Net Fund Europe and KBC Private Equity, Petercam
advised to organize a controlled auction procedure
with a strict timetable in order to preserve a
maximum of control over the sales process. |
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In
September 2005, Belgacom announced a public tender offer
on all shares of Telindus. Belgacom's approach
was initially rejected by Telindus and in December a
counter bid was announced by France Telecom. After Belgacom
made a number of commitments to Telindus and increased
its bid price to EUR 594 million for 100% of the shares,
it successfully completed the acquisition.
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Petercam
advised Belgacom throughout the acquisition process. |
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Randstad,
the listed provider of staffing solutions, acquired Galilei,
a Belgium based provider of outplacement services. Through
the acquisition Randstad improved its offering in outplacement
to a leading position in the Belgian market. The transaction
was a strategically important move for Randstad in order
to complete its HR solutions offering in one of its core
markets.
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Petercam
acted as financial advisor to Randstad, providing
analysis, negotiation and structuring services
regarding the acquisition and the earn-out with
the owners/management of Galilei. |
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