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Set sail for success
M&A Index Poland2Q 2015
Prepared by Navigator Capital & Fordata
www.fordata.pl/en
Experts’ comments to the 16 edition
of the report can be found on the website:
blog.fordata.pl
th www.en.navigatorcapital.pl
Introduction
In the first quarter of 2015, the number of M&A transactions reached 54 and was slightly
lower than in the previous quarter (54 vs. 50). The most popular targets were media,
telecommunication and IT companies. Below we have attached description of the most
considerable deals.
(27th April) AGC Automotive Europe SA, the Belgium-based manufacturer and supplier of
automotive glass and car glazing has agreed to acquire NordGlass Sp. z o.o., complemen-
tary in terms of business geography, Poland-based company that manufactures
windscreens from Enterprise Investors, the Poland-based private equity firm. NordGlass has
been present in the private equity fund’s portfolio since 2007 and was originally purchased
for ca. EUR 22m. During the transaction FORDATA Virtual Data Room system was used.
EUR 80m
(30th April) British private equity fund AnaCap Financial Partners has agreed to acquire
99.6% shares of FM Bank PBP (the remaining 0.4% shares belong to Mr. Piotr Stępniak) from
a Poland-based private equity fund Abris Capital Partners. The process of sales of FM Bank
was forced by the Polish Financial Supervision Authority (KNF), which stated that the
previous shareholders do not guarantee the bank’s prudent and stable management.
Among other potential buyers i.a. Alior Bank and Bank Ochrony Środowiska were
rumoured.
(30th April) Cargill Poland Sp. z o.o., the Poland-based of a global enterprise specialized in
the feed market, has agreed to acquire 100% shares in Dossche Sp. z o.o., the Poland-
based subsidiary of international company Dossche Invest. Cargill Poland already has track
record in M&A in the Polish market after 2011 acquisition of Provimi, a feed manufacturer.
M&A Index Poland, Q2 2015by Navigator Capital & Fordata | July 2015
Selected transactions
Total number of transactions*
54 (2Q 2015)
The largest transaction**
EUR 396m(Acquisition of 25.3% stake in Alior Bank S.A.
by PZU S.A.)
* based on public data
** among transactions with disclosed prices
TARGET BIDDER SELLER VALUE
TARGET BIDDER SELLER VALUE
TARGET BIDDER SELLER VALUE
Set sail for success
About the report:
The M&A Index Poland report is a position
that has become a permanent fixture in the
calendar of the industry summaries in Poland.
The reports are prepared quarterly by a consul-
ting firm Navigator Capital and FORDATA,
a leader in the field of IT solutions which
support M&A transactions.
These reports are created to monitor the
dynamics of Polish M&A market and to demon-
strate the most interesting transactions.
For the past five editions we are also focusing
on the frequency of use of the Virtual Data
Room during M&A processes in Poland.
Nord GlassAGC Automotive
EuropeEnterprise Investors
FM Bank PBPAnaCap Financial
PartnersAbris Capital Partners n/a
Dossche Cargill Poland Dossche Invest n/a
(12th May) Polish private equity fund Abris Capital Partners has agreed to acquire shares in
S.C. Pehart Tec, Romania-based manufacturer of toilet paper and other hygiene products.
The sellers were EBRD and MG Tec Group, a holding company of the Company’s founder
and CEO, Mr. Ioan Tecar. EBRD has invested ca. EUR 6m in the Company in 2009. Mr. Ioan
Tecar is going to remain the Company's shareholder and president of the management
board.
(19th May) Aviva, one of the major insurance groups acting on the Polish market, has
agreed to acquire Expander Advisors – a leading entity in the individual financial advisory
business. The seller was Innova Capital, a private equity fund which acquired 60% stake in
the Company in 2007 from GE Money for ca. EUR 40m and the remaining 40% stake in
2009 for an undisclosed consideration. The transaction is financed by Aviva’s own funds.
n/a
(20th May) PKP Cargo obtained approval of Czech antimonopoly authority (as the last
condition precedent) to acquire 80% shares in Advanced World Transport (AWT), the
second-largest train operating company. In 2013 AWT Group delivered 12 million ton of
cargo in almost all CEE markets. The deal will significantly increase the PKP Cargo share in
the Czech market and in the other CEE markets.
Set sail for success
(8th May) Netia S.A., a company listed on WSE operating in the telecommunication
business, has agreed to acquire 100% shares of TK Telekom from PKP Group. After the
transaction, Netia will significantly increase its asset base as the target’s assets include ca.
7.5 thousand km of fiber network. The deal value equals to 5.2x EBITDA of the target
company for 2014.
By sector
Transactions with the participation of Polish
companies grouped by sectors
(by number of transactions)
TARGET BIDDER SELLER VALUE
TARGET BIDDER SELLER VALUE
TARGET BIDDER SELLER VALUE
TARGET BIDDER SELLER VALUE
M&A Index Poland, Q2 2015by Navigator Capital & Fordata | July 2015
MEDIA / IT /TELEKOM
INDUSTRY
FINANCIALSERVICES
CONSUMERGOODS
28%
12%
10%10%
PE / VC
MEDIA / IT /TELECOM
INDUSTRY
FINANCIALSERVICES
PRIVATE INVESTORS
PE / VC
CONSUMERGOODS
INDUSTRY
TK Telekom Netia PKP ca. EUR 54m
S.C. Pehart Tec Abris Capital Partners
MG Tec Group; The European Bank for
Reconstruction and Development
EUR 114m
Expander Advisors Aviva Innova Capital
Advanced World
Transport (80% shares)PKP Cargo Zdenek Bakala,
The Bakala TrustEUR 103m
SELLER (%)
TARGET (%)
BIDDER (%)
20%
17%
11%11%
20%
13%
13%9%
(30th May) Powszechny Zakład Ubezpieczeń S.A. has acquired a 25.3% stake in WSE-listed
Alior Bank S.A., a dynamically developing retail and commercial bank. The transaction price
was fixed with a minor discount to the WSE stock price on the closing date. The payment
will be divided into 3 tranches. PZU aims to develop in the Polish banking segment and
distribute its products by the new sales channel.
EUR 396m
(2nd June) Porr Bau GmbH, an Austria-based construction and engineering company has
agreed to acquire Bilfinger Infrastructure, the Polish subsidiary of a German listed construc-
tion company, Bilfinger SE. Bilfinger Infrastructure is specialized in i.a. construction works for
energy sector, industry and infrastructure. In 2014 Bilfinger Infrastructure revenues
amounted to ca. EUR 170m and the company employed ca. 800 FTEs.
EUR 22m
(19th June) Sfinks Polska S.A., a WSE-listed entity operating restaurant chains Sphinx,
Chłopskie Jadło and WOOK, has signed a letter of intent with a company operating a
pizzeria chain Da Grasso concerning the purchase of 100% stake in Da Grasso. The LoI
secures exclusivity for the parties and determines the major consideration, including the deal
value. The company after merger will operate more than 300 restaurants.
(22nd May) Wielton S.A., the leading Polish truck trailers and semitrailers manufacturer has
acquired a 65.3% stake in Fruehauf Expansion, a French-based entity of similar operations
profile. The sellers were a private equity fund MBO Partenaires and individual investors. The
remaining shares belong to Mr. Francis Doblin, the Company’s CEO. The acquisition is partially
financed by bank consortium of BGŻ BNP Paribas and BGK. Navigator Capital was a financial
advisor to Wielton.
Authorised Adviser
Business Partners
TARGET BIDDER SELLER VALUE
TARGET BIDDER SELLER VALUE
TARGET BIDDER SELLER VALUE
TARGET BIDDER SELLER VALUE
Navigator Capital
Navigator Capital along with Dom Maklerski Navigator
(Navigator Brokerage House) is the leading independent
financial adviser, specializing in mergers and acquisitions
and public and private issues of stocks and bonds.
In recent years Navigator has completed over 35
transactions. Navigator Partners’ market experience
includes deals worth over PLN 6,2b (EUR 1.6b).
Through cooperation with international network of
advisory firms associated in the Pandion Partners,
Navigator Capital e�ectively handles international
transactions.
Navigator Capital and Dom Maklerski Navigator create
a strategic alliance with Biuro Maklerskie Banku BPH
(Brokerage O�ce of Bank BPH) concerning services
related to shares (IPO & SPO) and debt instruments
(bonds) public issues.
FORDATA (formerly Datapoint)
FORDATA is a pioneer on the Polish capital market.
Based on Virtual Data Room technology, we support
our clients in managing documents and communica-
tion during complex transactional processes.
We support the largest M&A, IPO transactions, private
equity investments, restructurings, projects associated
with obtaining financing and privatizations in Poland
and other countries of Central and Eastern Europe.
FORDATA systems increased safety and e�ciency of
hundreds of di�erent types of transactions with a total
value of over PLN 32 billion.
FORDATA services are used by the industry leaders in
Poland and abroad, including Enterprise Investors, NFI
Empik, ZELMER, Bank DNB, BOŚ Bank, Polimex
Mostostal, Budimex, PKO BP Brokerage House, Deloitte
Advisory, E&Y, PwC, KPMG Advisory, Śnieżka, Enea, JSW,
Espirito Santo Investment Bank and many others.
Contact
Bartosz Krzesiak Manager
e: bartosz.krzesiak@navigatorcapital.pl t: +48 22 630 83 26
Navigator Capital S.A.
ul. Koszykowa 54, 00-675 Warszawa, Poland
t: +48 22 630 83 33 f: +48 22 630 83 30
e: biuro@navigatorcapital.pl www.en.navigatorcapital.pl
Marta Kotwis Key Account Director
e: marta.kotwis@fordata.pl t: +48 508 259 349
Fordata Sp. z o.o.
(formerly Mergers Net Sp. zo.o. I Datapoint brand)
ul. 28 Czerwca 1956 r. nr 406, 61-441 Poznań, Poland
t: +48 61 660 15 10 e: biuro@fordata.pl www.fordata.pl/en
Set sail for success
M&A Index Poland, Q2 2015by Navigator Capital & Fordata | July 2015
Fruehauf Expansion
(65.3% shares)Wielton MBO Partenaires EUR 9.5m
Alior Bank
(25.3% shares)PZU Carlo Tassara SpA
Bilfinger Infrastructure Porr Bau Bilfinger
Da Grasso Sfinks - ca. EUR 13m
(30th June) Dr Gerard Sp. z o.o., one of the Polish leaders in biscuit manufacturing and a
portfolio company of Bridgepoint private equity fund, has acquired 100% shares in Artur Sp.
z o.o., a Polish manufacturer of biscuits and salty snacks. Dr Gerard revenues after the
transaction are expected to increase by ca. 20%. Navigator Capital was a financial advisor to
Dr Gerard in the transaction process.
TARGET BIDDER SELLER VALUE
Artur Dr Gerard ZPC Mieszko n/a
Marta Kotwis
Key Account Director,
Member of the Board
FORDATA sp. z o.o.
(formerly Datapoint)
The second quarter of 2015 on the Polish transactional scene is a continuation of a good trend initiated at the end
of 2014. In total, in the period from April to June there were 54 transactions, which is a 10% increase compared to
Q1 of 2015 and 68% increase compared to Q2 of 2014. The object of the acquisitions were mainly companies from
the media, telecommunications and IT sectors. PE/VC Funds were dominant among buyers (up to 20% of all deals).
Strategic investors, as well as PE funds were dominant among sellers (31% and 19% of all the transactions accord-
ingly). Abris Capital Partners, Avallon, Enterprise Investors and Resource Partners were among the most active funds.
Among the transactions with disclosed price, those with a value of less than PLN 100 million were dominant,
which confirms a trend that we noticed already in the last quarter of 2014. A transaction worth noticing is undoubt-
edly the purchase of shares of Alior Bank by PZU for EUR 396 million and the fact that Enterprise Investors sold AGC
Automotive Europe to the Belgian-based automotive glass manufacturer Nord Glass for EUR 80 million.
In accordance with our expectations from the beginning of the year, we can see an increased transaction involve-
ment of FIZ and a large involvement of commercial real estate funds.
A good trend in the number of transactions will certainly continue in the next quarter. Currently we see an increased
activity on the market which will surely manifest in the amount of closed transactions in Q3 and Q4. In the second
half of the year privatization of PKP Energetyka should be concluded and LOTOS does not preclude the sale of
subsidiaries.
On the global stage there were significantly fewer mergers and acquisitions in the first half of the year but some
spectacular transactions occurred. One of the biggest was in May this year - the acquisition of the second-largest
cable network Time Warner Cable in the USA for USD 78.7 billion by Charter Communications.
Despite the slight weakening in the first quarter of 2015 that we wrote about three months ago (global declines at
the level of approx. 30% of both value and the number of transactions), in total, in the first half of this year, the value
of transactions increased by 8% and their number decreased by 11% compared to Q4 of 2014.
Undoubtedly the success of the entire market was mostly due to the Western Europe. In total, during the first half
of this year, this region had the highest value of transactions since 5 years, which resulted in increase of almost 60%
compared to the first half of 2014. The value of transactions of this region accounted for almost 30% of the total in
the world. The number of transactions also increased, although on a lower level – compared to the first half of 2014,
only by 5%.
Since the beginning of 2015, within the CEE, a trend of decline has been noticeable. As in Q1, both the number
and value of transactions declined. The largest decreases were registered in the value of transactions – up to 60%
in the first half of 2015 compared with the second half of 2014. The number of transactions fell by about 40%. In the
region Russia is doing very well (if it is counted as the CEE), but also Slovakia and Poland are doing well.
We can observe a continuing trend of using Virtual Data Room system during transactional processes. Available
data shows that in Q2 2015, 17 out of 54 transactions were conducted with the use of Virtual Data Room (VDR)
(which is 13% more than in Q1 2015). One of the companies which did disclose their use of VDR was PE Fund
Enterprise Investors, which sold NordGlass Group, a leading European producer of windscreens for the automotive
sector. According to Grzegorz Łajca, CEO of NordGlass “the use of dedicated FORDATA VDR tool increased the
e�ciency of the shares selling process".
Experts' comments
M&A Index Poland, Q2 2015by Navigator Capital & Fordata | July 2015
Set sail for success
Rafał Tuzimek
CEO
Navigator Capital S.A.
The second quarter of 2015 was another quarter with relatively high number of M&A deals on the Polish market.
That number was similar as in the 1st quarter of this year – 54 vs. 50 transactions between January and March 2015.
Intensive activity in the M&A market was not accompanied by similar upturn on the Warsaw Stock Exchange.
Between April 1st and June 30th 2015 the WIG index decreased by 1.41%. The Polish index performed in line with the
major world indices. The American S&P 500 decreased in the same period by -0.23% and the German DAX by 8.53%.
The stock market returns may be a�ected by the possibility of Greece leaving the Eurozone. An additional factor
of instability seems to be the unresolved conflict in Ukraine. The Polish stock market returns were not improved even
though the economic data appears to be favourable, with e.g. according to the data collected by the Ministry of
Labour and Social Policy - the estimated unemployment rate in May of 10,8%.
The largest transaction in the M&A market was the acquisition of a WSE-listed Alior Bank by PZU, the leading Polish
insurance group.
Other interesting transactions involved the acquisition of a French-based truck trailer manufacturer Fruehauf by
Polish Wielton and the consolidation in the biscuits market, where Dr Gerard acquired one of its competitors,
Artur company. Navigator Capital was a financial advisor in both of the transactions aforementioned.
Experts' comments
M&A Index Poland, Q2 2015by Navigator Capital & Fordata | July 2015
Set sail for success
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