Mergers & Acquisitions

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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