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News

Frank­furt am Main — Deut­sche Betei­li­gungs AG (DBAG) is inves­t­ing in Sjølund A/S (Sjølund), a manu­fac­tu­rer of alumi­num and steel compon­ents for the wind power, rail­road, cons­truc­tion and engi­nee­ring indus­tries. In a manage­ment buy-out (MBO), DBAG ECF, which is mana­ged by DBAG, will acquire around 51 percent of the shares in Sjølund from the current sole owner and CEO Søren Ravn Jensen.

DBAG will invest up to 4.5 million euros from its balance sheet for its co-invest­ment; in future, it will account for around 21 percent of the shares in Sjølund. The remai­ning appro­xi­m­ately 49 percent of the shares will in future be held by Søren Ravn Jensen, who will conti­nue to serve as CEO of the company, and other members of the manage­ment team. The purchase agree­ment was signed at the end of Decem­ber and is expec­ted to be comple­ted in Janu­ary 2018. The parties have agreed not to disc­lose the purchase price.

Sjølund is the first invest­ment since the start of the first new invest­ment period of the DBAG ECF, or DBAG ECF I, in June 2017. The manage­ment buyout is also the second majo­rity invest­ment by the fund, which has also selec­tively provi­ded funds for MBOs since expan­ding its invest­ment crite­ria in 2016. Previously, the DBAG ECF had exclu­si­vely inves­ted in compa­nies on a mino­rity basis in order to promote their growth.

Since the previous sole owner and CEO Søren Ravn Jensen joined the company in 1994, Sjølund (www.sjoelund.com) has deve­lo­ped into one of the largest suppli­ers in the niche market for complex compon­ents made of bent alumi­num and steel. At the company’s head­quar­ters in Sjølund, Denmark, and at a produc­tion site in China, around 110 employees manu­fac­ture compon­ents that account for only a small propor­tion of their custo­mers’ mate­rial costs, but are nevert­hel­ess complex in many cases and often safety-rele­vant. These compon­ents are always manu­fac­tu­red accor­ding to the speci­fic requi­re­ments of the respec­tive custo­mer and distri­bu­ted globally — also via a third loca­tion in the USA. Sjølund also advi­ses its custo­mers on adap­ting products to the manu­fac­tu­ring process (“Design for Manu­fac­tu­ring”). In this way, the company has built up stable custo­mer rela­ti­onships and a strong market posi­tion. It gene­ra­ted a good half of its total sales of around 31 million euros in the wind power indus­try in fiscal year 2016/2017 (Septem­ber 30), mainly with compon­ents for the nacel­les of wind turbi­nes. In the rail segment, Sjølund supplies train manu­fac­tu­r­ers with struc­tu­ral profiles and compon­ents for exte­rior clad­ding, for exam­ple for the front of the rail­car, the window frames or the boar­ding area.

Sjølun­d’s sales markets, some of which are not very cycli­cal, are expec­ted to grow signi­fi­cantly in the coming years. Drivers of this deve­lo­p­ment are mega­trends such as the use of rene­wa­ble ener­gies, global popu­la­tion growth and incre­asing urba­niza­tion. On this basis, Sjølund is to conti­nue to grow and expand inter­na­tio­nally — orga­ni­cally and through acqui­si­ti­ons: Busi­ness with exis­ting custo­mers in growth markets such as China and the USA is to be expan­ded; compon­ents for wind turbi­nes are also to be manu­fac­tu­red at the Chinese produc­tion site in the future. German custo­mers curr­ently account for around 35 percent of Sjølun­d’s sales. Another start­ing point for the stra­te­gic deve­lo­p­ment of the company is the realignment of its sales acti­vi­ties. They are to focus more stron­gly on the highly profi­ta­ble mecha­ni­cal engi­nee­ring sector.

“Sjølund is active in seve­ral growth markets at the same time and has by no means exhaus­ted its poten­tial to serve these markets,” said Dr. Rolf Schef­fels (photo), member of DBAG’s Manage­ment Board, on the occa­sion of today’s contract signing. “We see this, in combi­na­tion with its long-estab­lished custo­mer rela­ti­onships, as the promi­sing basis for the company’s contin­ued posi­tive deve­lo­p­ment — and thus an attrac­tive invest­ment oppor­tu­nity in one of DBAG’s core sectors.”

“Further inter­na­tio­na­liza­tion of the busi­ness is a prere­qui­site for Sjølund to reach the next stage of its deve­lo­p­ment,” commen­ted Søren Ravn Jensen, former sole owner and CEO of Sjølund. “We are plea­sed to have an expe­ri­en­ced part­ner in DBAG at our side who can support us with capi­tal and exper­tise in this important phase.”

About DBAG
Deut­sche Betei­li­gungs AG, a listed company, initia­tes closed-end private equity funds and invests along­side DBAG funds in well-posi­tio­ned medium-sized compa­nies with deve­lo­p­ment poten­tial. DBAG focu­ses on indus­trial sectors in which German SMEs are parti­cu­larly strong by inter­na­tio­nal stan­dards. With this expe­ri­ence, know-how and equity, it streng­thens the port­fo­lio compa­nies in imple­men­ting a long-term, value-enhan­cing corpo­rate stra­tegy. The entre­pre­neu­rial invest­ment approach makes DBAG a sought-after invest­ment part­ner in the German-spea­king region. The capi­tal mana­ged and advi­sed by the DBAG Group amounts to appro­xi­m­ately 1.8 billion euros.

News

Hamburg - IDEX Health & Science today announ­ced the acqui­si­tion of thinXXS Micro­tech­no­logy AG. The acqui­si­tion is expec­ted to acce­le­rate growth in the micro­flui­dics consu­ma­bles busi­ness. The share­hol­ders of thinXXS Micro­tech­no­logy AG, inclu­ding the majo­rity share­hol­der PRICAP Venture Part­ners AG, were advi­sed by Heuking Kühn Lüer Wojtek on the sale of their shares to a subsi­diary of IDEX Corpo­ra­tion. The parties have agreed not to disc­lose the purchase price.

thinXXS Micro­tech­no­logy, based in Zwei­brü­cken, Germany, is a leading company in the deve­lo­p­ment and manu­fac­ture of plas­tic disposable systems for the life scien­ces, point-of-care and vete­ri­nary markets. The acqui­si­tion estab­lishes IDEX Health & Science as a tech­no­logy leader in micro­flui­dics and streng­thens its growth focus on inte­gra­ted opto­flui­dic systems, compon­ents and advan­ced solu­ti­ons for its target industries.

Advi­sors to thinXXS Micro­tech­no­logy AG: Heuking Kühn Lüer Wojtek
Part­ner Dr. Michael Dröge, Part­ner Julia Cramer (both lead and M&A/Corporate), Fabian G. Gaffron (Tax), all Hamburg
Dr. Thors­ten Kuthe (Stock Corpo­ra­tion Law), Cologne
Dr. Frede­rik Wiemer (Anti­trust Law)
Dr. Florian Wenk, LL.M. (Corpo­rate Law)
Dr. Chris­tina Etzel,
Sven Johann­sen (both Vendor Due Dili­gence), all Hamburg

News

Hamburg — Allen & Overy LLP has advi­sed Hamburg-based private bank M.M. Warburg & CO (AG & Co.) KGaA (“Warburg”) on the sale of its subsi­dia­ries Warburg Invest Luxem­bourg S.A. and M.M. Warburg & CO Luxem­bourg S.A. to Apex Group Ltd (“Apex”), a port­fo­lio company of Genstar Capi­tal. The two dive­s­ted subsi­dia­ries manage $50 billion in assets under manage­ment. Apex had previously acqui­red Deut­sche Bank’s Alter­na­tive Fund Service busi­ness, among others. — Warburg and Apex will enter into a stra­te­gic part­ner­ship for Luxem­bourg-based asset manage­ment services.

The tran­sac­tion is still subject to appr­oval by various regu­la­tory autho­ri­ties. Comple­tion is plan­ned for the second quar­ter of 2018. The parties have agreed not to disc­lose further details of the transaction.

By selling its two subsi­dia­ries, Warburg Bank intends to focus even more on growth in the German market and reduce the comple­xity of regu­la­tory requirements.

Advi­sor M.M. Warburg & CO: Allen & Overy Hamburg
The lead part­ner was Hamburg part­ner Dr. Nico­laus Ascher­feld (Corporate/M&A), with part­ners Dr. Heike Weber (Tax, Frank­furt), Dr. Alex­an­der Behrens (Inter­na­tio­nal Capi­tal Markets, Frank­furt), Dr. Börries Ahrens (Anti­trust, Hamburg) and Daniela Trötscher (Tax, Frank­furt); Of-Coun­sel Frank Herring (Inter­na­tio­nal Capi­tal Markets, Frank­furt), Coun­sel Max Lands­hut (Corporate/M&A, Hamburg), Senior Asso­ciate Marco Zingler (Inter­na­tio­nal Capi­tal Markets, Frank­furt) and Asso­cia­tes Dr. Stefan Witte (Corporate/M&A, Hamburg), Dr. Moritz Meis­ter (Corporate/M&A, Hamburg) and Dr. David Wagner (Labor Law, Hamburg).

From the Luxem­bourg office, part­ners Andre Marc (Corporate/M&A) and Henri Wagner (Inter­na­tio­nal Capi­tal Markets) as well as coun­sel Cathe­rine Di Lorenzo, Yannick Arbaut, Serge Hoff­mann, Gary Cywie and asso­ciate Franz Kerger advised.

The tran­sac­tion was advi­sed in-house by Dr. Chris­toph Greiner.

About Allen Overy
Allen & Overy is an inter­na­tio­nal law firm with appro­xi­m­ately 5,400 employees, inclu­ding appro­xi­m­ately 550 part­ners, in 44 offices worldwide.

Allen & Overy is repre­sen­ted in Germany at its offices in Düssel­dorf, Frank­furt am Main, Hamburg and Munich with appro­xi­m­ately 220 lawy­ers, inclu­ding 49 part­ners. The lawy­ers advise leading natio­nal and inter­na­tio­nal compa­nies prima­rily in the areas of banking, finance and capi­tal markets law, corpo­rate law and M&A, tax law as well as other areas of busi­ness law.

News

Munich/ Bern (Switz­er­land) — The BKW Group, head­quar­te­red in Bern, Switz­er­land has acqui­red the WALD + CORBE Group, head­quar­te­red in Hügels­heim, Baden-Würt­tem­berg. Rödl & Part­ner provi­ded compre­hen­sive legal advice to the BKW Group. The parties have agreed not to disc­lose the purchase price.

 

WALD + CORBE reali­zes natio­nal and inter­na­tio­nal projects in the fields of water manage­ment, hydrau­lic engi­nee­ring and infra­struc­ture. In addi­tion, there are services in the fields of ecology, envi­ron­ment and survey­ing. In doing so, WALD + CORBE can draw on broad and deep expe­ri­ence gained from a large number of projects. In recent deca­des, for exam­ple, more than 100 flood reten­tion basins have been plan­ned and super­vi­sed in terms of civil engineering.

Since its foun­ding, the BKW Group has been active in the field of engi­nee­ring and has exten­sive expe­ri­ence in the realiza­tion of large-scale projects, infra­struc­ture and power plant cons­truc­tion, as well as in the areas of flood protec­tion and water­course plan­ning. BKW is conti­nuously expan­ding its engi­nee­ring network in Europe. The goal here is to be able to offer holi­stic solu­ti­ons for infra­struc­ture and envi­ron­ment as well as plant design & safety. As an inter­na­tio­nally active energy and infra­struc­ture company, the BKW Group employs around 6,000 people.

The entry of WALD + CORBE adds a valuable member to the BKW Engi­nee­ring network. The BKW Group is thus incre­asingly tapping the southwest of Germany for its services. The company streng­thens BKW’s exis­ting compe­ten­cies mainly in the areas of water manage­ment, hydrau­lic engi­nee­ring and infrastructure.

The BKW Group was advi­sed by a specia­li­zed M&A team of Rödl & Part­ner in the course of the tran­sac­tion. The compre­hen­sive legal advice was provi­ded under the lead of Part­ner Michael Wiehl and by Asso­ciate Part­ner Michael Beder. The acqui­si­tion was supported by Asso­ciate Part­ner Chris­toph Hinz and Part­ner Florian Kaiser from a busi­ness manage­ment and tax perspective.

Rödl & Part­ner’s proven team has been conti­nuously assis­ting BKW in M&A tran­sac­tions in Germany and abroad for seve­ral years, such as the acqui­si­tion of the Lind­schulte Group in Nort­hern Germany, the acqui­si­tion of ASSMANN BERATEN + PLANEN AG from Berlin, the acqui­si­tion of the Eigen­schenk Group in Bava­ria and the take­over of the photo­vol­taic service provi­der Solare Daten­sys­teme (SDS).

Advi­sor BKW Group: Rödl & Part­ner Nurem­berg — Legal
Michael Wiehl, Attor­ney at Law, Part­ner (Lead Part­ner, M&A)
Dr. Michael Braun, Attor­ney at Law, Asso­ciate Part­ner (Labor Law, Legal Due Diligence)
Sebas­tian Dittrich, Attor­ney at Law, Asso­ciate (Legal Due Diligence)

Rödl & Part­ner Munich — Legal
Thomas Fräbel, Attor­ney at Law, Part­ner (M&A, Corpo­rate Law)
Michael Beder, Attor­ney at Law, Asso­ciate Part­ner (M&A, Corpo­rate Law, Anti­trust Law)
Regina Henf­ling, Attor­ney at Law, Senior Asso­ciate (M&A, Corpo­rate Law, Legal Due Diligence)

Rödl & Part­ner Munich — Financial
Chris­toph Hinz, Diplom-Betriebs­wirt, Asso­ciate Part­ner (Project Manage­ment Finan­cial Due Dili­gence); Enrico Diener, Senior Asso­ciate (Finan­cial Due Diligence)

Rödl & Part­ner Nurem­berg — Tax
Florian Kaiser, Tax Advi­sor, Part­ner (Project Manage­ment Tax, Structuring)
Julian Schu­bert, M.Sc., Asso­ciate (Tax Due Diligence)

News

Paris/Munich — Biotech compa­nies were sought-after take­over targets in the past year: With a 54% premium on the share price one month before the take­over announce­ment, biotech compa­nies achie­ved the highest take­over premi­ums world­wide in 2017 — clearly above the five-year average of 45%. That’s accor­ding to an analy­sis by invest­ment bank Bryan, Garnier & Co.

The 1040 global M&A tran­sac­tions that took place in the health­care sector in the first nine months of 2017 were conside­red: 132 acqui­si­ti­ons of biotech compa­nies, 219 of phar­maceu­ti­cal compa­nies and 689 in the medi­cal tech­no­logy sector. With a compa­ra­tively low 21 percent premium on the respec­tive stock market price one month before the take­over plans were announ­ced, phar­maceu­ti­cal compa­nies were 33 percen­tage points chea­per to buy than biotech compa­nies. Buyers also paid signi­fi­cant price premi­ums of 44 percent for medi­cal tech­no­logy companies.

“While there were few large deals in 2017 and acqui­si­ti­ons such as Acte­l­ion and Kite were excep­ti­ons, there were a lot of smal­ler tran­sac­tions and biotech compa­nies in parti­cu­lar are beco­ming incre­asingly expen­sive,” empha­si­zed Falk Müller-Veerse, Mana­ging Part­ner of Bryan Garnier in Germany. This is not surpri­sing, as biotech compa­nies are incre­asingly recei­ving appr­ovals for drug candi­da­tes that repre­sent a thera­peu­tic breakth­rough. “And these are exactly the kind of products that the big pharma compa­nies need for their own pipelines.”

Compared to previous years, health­care compa­nies raised record amounts world­wide in 2017: After just nine months, the volume of equity raised (private place­ments), at $9 billion, excee­ded the levels of 2016 ($8.1 billion) and 2015 ($6.1 billion). Equity capi­tal markets acti­vi­ties also increased signi­fi­cantly: In Europe, the volume of public equity (equity raised from the public) rose to EUR 1.5 billion in the first nine months (2016: EUR 860 million); this almost retur­ned to the level of 2015 (EUR 1.8 billion) in the first three quarters.

Incre­asing M&A acti­vity expected
Bryan Garnier expects M&A acti­vity to conti­nue to increase in 2018, not least in view of the incre­asing concen­tra­tion of large phar­maceu­ti­cal compa­nies on a few stra­te­gic busi­ness areas. Added to this, he said, is the trend toward digi­tiza­tion of health­care, notwi­th­stan­ding the looming threat of cyber-attacks, for which the health­care sector has limi­ted preparedness.

Bryan Garnier’s analysts expect the tax reform in the U.S.A. to lead to anincre­asing propen­sity to buy, espe­ci­ally on the part ofAmeri­can compa­nies. In addi­tion, new forms of therapy promise new growth oppor­tu­ni­ties: Immuno-onco­logy is curr­ently play­ing a major role here, and nume­rous new study results are expec­ted in this area in 2018. In addi­tion, compa­nies pursuing the new trans­for­ma­tive therapy approa­ches such as mRNA, CAR‑T and micro­biome will be parti­cu­larly attrac­tive in the future; the appro­xi­m­ately 11 billion acqui­si­tion of CAR‑T cell specia­list Kite Pharma by Gilead is a good exam­ple of this. Among the successful compa­nies in the field of mRNA is the German company BioNTech, which alre­ady has well-known indus­trial part­ners such as Sanofi, Bayer and Genen­tech.

“Given the good market envi­ron­ment and attrac­tive valua­tions on the capi­tal market, IPOs are also beco­ming more inte­res­t­ing again for many health­care compa­nies as the ulti­mate way to raise capi­tal” empha­si­zed Dr. Nicho­las Hanser, who mana­ges the German-spea­king capi­tal markets busi­ness for Bryan, Garnier & Co from Munich.

About Bryan Garnier & C0
Bryan, Garnier & Co, foun­ded in 1996 in Paris and London, is an invest­ment bank focu­sed on Euro­pean growth compa­nies with offices in London, Paris, Munich and New York. As an inde­pen­dent “full service” invest­ment bank, it offers compre­hen­sive finan­cing advice and support along the entire life cycle of its clients — from initial finan­cing rounds to a poten­tial sale or IPO with subse­quent follow-up finan­cing. The range of services includes equity analy­sis, equity sales and trading, private and public capi­tal raising, and M&A services for growth compa­nies and their inves­tors. The focus is on key growth sectors of the economy such as tech­no­logy (TMT) and health­care, but also smart indus­tries & energy, brand and consu­mer goods, and busi­ness services. Bryan Garnier is a regis­tered broker and licen­sed with the FCA in Europe and FINRA in the US. The company is a part­ner of the London Stock Exch­ange and Euronext.

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