Monthly Archives: July 2019

Ardian infrastructure acquires stake in Hill Top Energy Center

Ardian

Ardian Infrastructure joins funds managed by Ares Management Corporation and Menora Mivtachim Insurance in financing 620 MW natural gas-fired power plant project

New York, July 8, 2019: Ardian, a world-leading private investment house, today announces they have agreed to purchase 41.9% of the Hill Top Energy Center in Green County, PA from funds managed by the Infrastructure and Power Strategy of Ares Management Corporation (NYSE: ARES). Menora Mivtachim Insurance is the third partner in the deal.

When construction is complete in mid-2021, the 620-megawatt natural gas-fired Hill Top Energy Center (“Hill Top”), will sell capacity and energy to the Pennsylvania-Jersey-Maryland (PJM) regional transmission organization, the largest competitive power market in the United States. PJM serves all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia, and the District of Columbia.

“We are excited to make an investment in this state of the art project,“ said Ardian Infrastructure US co-head Mark Voccola about the combined-cycle plant project. “We are thrilled to be working with an experienced management team alongside experienced investors, Ares and Menora Mivtachim Insurance, on this transaction, which will bring efficient, low-cost, natural-gas fired power to a vital energy market.”

“We are pleased to have Ardian join the Hill Top partnership, which represents the latest example of Ares’ value-added approach to clean, efficient energy infrastructure development,” said Andrew Schroeder, Partner within the Infrastructure and Power Strategy of Ares Management.

Kiewit Power Constructors will serve as the engineering, construction and procurement contractor on the project. Gas turbines, steam turbines and heat recovery generators will be provided by GE Power. Hill Top Energy Center is expected to come online for electricity production in 2021.

“The Hill Top investment continues our approach of identifying and investing in essential U.S. infrastructure assets that serve both our investors and the community at large,” continued Mr. Voccola. “This state-of-the-art plant will replace aging, inefficient energy generation, and will provide long-term, cleaner-burning, low-cost energy.”

ABOUT ARES MANAGEMENT

Ares Management Corporation is a publicly traded, leading global alternative asset manager with approximately $137 billion of assets under management as of March 31, 2019 and 19 offices in the United States, Europe, Asia and Australia. Since its inception in 1997, Ares has adhered to a disciplined investment philosophy that focuses on delivering strong risk-adjusted investment returns throughout market cycles. Ares believes each of its three distinct but complementary investment groups in Credit, Private Equity and Real Estate is a market leader based on assets under management and investment performance. Ares was built upon the fundamental principle that each group benefits from being part of the greater whole. For more information, visit
www.aresmgmt.com.
The Ares Infrastructure and Power strategy has a 31-year track record of investing in assets and companies in the power generation, transmission and midstream energy sectors. Ares Infrastructure and Power has deep domain expertise based on approximately $8 billion of capital deployed across more than 140 transactions. These investments include roughly 40 GW of capacity, 1,000 miles of pipelines and 20,000 MMBtu/day of renewable natural gas. The group creates value and enhances returns by providing flexible capital solutions and investing across the asset life cycle, including development, construction and operations. During the last 15 years, Ares Infrastructure and Power funds have invested in nearly 10,000 megawatts of greenfield generation and transmission projects, as well as over 200 miles of greenfield pipeline projects, representing over $12 billion of capital costs.

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$90bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base. Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world. Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 610 employees working from fifteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul). It manages funds on behalf of around 880 clients through five pillars of investment expertise: Funds of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.

Ardian on Twitter @Ardian

www.ardian.com

PRESS CONTACTS

ARDIAN US
The Neibart Group
Charlie Mathon
cmathon@neibartgroup.com
Tel +1 718 801 8824
Cell +1 508 614 0667
ARES MANAGEMENT CORPORATION
Media:
Mendel Communications
Bill Mendel
bill@mendelcommunications.com
Tel +1 212-397-1030

Investors:
Carl Drake
cdrake@aresmgmt.com
Tel +1 800-340-6597

Priscila Roney
proney@aresmgmt.com
Tel +1 212-808-1185

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Herkules sells Puzzel to Marlin Equity Partners

Hercules Capital

Herkules Private Equity Fund III (“HPEF III” or “Herkules”) is pleased to announce the sale of Puzzel AS (“Puzzel”). On 12 April 2019, HPEF III entered into an agreement to sell Puzzel, a leading European provider of cloud-based contact center software solutions, to Marlin Equity Partners
During the Herkules ownership, Puzzel was transformed into a SaaS business. Significant investments were made into the software platform. Today, the company has a comprehensive multi-channel CCaaS solution that is both scalable and flexible, and designed to support contact centers of all sizes. The company combines its omni-channel technology with artificial intelligence capabilities to provide comprehensive, end-to-end customer interaction solutions in an age of digitization.

As part of the Herkules value creation plan, Sales & Marketing was strengthened and Puzzel has experienced strong software growth across Europe that has been fueled by feedback and advocacy from market-leading customers. In 2018, Puzzel was recognized as a Challenger in the Gartner Magic Quadrant report for Contact Center as a Service in Western Europe for the fourth consecutive year given its strong growth, functional capabilities, strengths in standards and compliance, customer service and support.

Puzzel is headquartered in Oslo, Norway, with offices in six European markets including the U.K and the company serves more than 900 customers across 40 countries.

“Puzzel’s leading position in the market, knowledgeable employees and pioneering technology platform positions them well to continue to successfully scale their business,” says Gert Munthe, Partner at Herkules Capital

The exit process was advised by Carnegie Investment Bank, Wiersholm, PwC, and BCG. It was strong interest from both Industrial buyers and financial sponsors.

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HPEF III has entered into an agreement to sell Norsk Jernbanedrift

Hercules Capital

HPEF III has entered into an agreement to sell Norsk Jernbanedrift Holding AS (“NJD”) to Baneservice AS (“Baneservice”). The agreement was signed on 5 July 2019, with closing expected to take place in September 2019.
NJD is a leading provider of engineering, construction and machine services, as well as equipment and products to the railway infrastructure in Norway.

NJD has experienced strong development over the past years, with strong growth in revenues and profitability. The order backlog is currently at all-time high levels, and the company expects to reach revenues of more than NOK 650m in 2019.

As part of the value creation plan, two add-ons were completed during the ownership.

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Acceptance period for KKR’s voluntary public tender offer for Axel Springer SE commences

KKR

  • Offer document published after BaFin approval
  • Acceptance period runs from 5 July 2019 to 2 August 2019
  • Offer price of EUR 63 per share in cash, representing a premium of 40 percent to Axel Springer’s unaffected share price
  • Offer subject to regulatory approvals and a minimum acceptance of 20 percent of Axel Springer’s share capital

5 July 2019 – Traviata II S.à r.l., a holding company owned by funds advised by KKR, today published the offer document for its voluntary public tender offer for the shares (ISIN: DE0005501357, DE0005754238) of Axel Springer SE (“Axel Springer”) following the permission by the German Federal Financial Supervisory Authority (“BaFin”) to publish the offer document.

Beginning today Axel Springer shareholders can accept the offer and tender their shares at a price of EUR 63 per share, which represents a premium of 40 percent to the closing price of EUR 45.10 per share on 29 May 2019, i.e. the last close prior to the ad hoc announcement from Axel Springer confirming negotiations with KKR about a potential strategic investment. The relevant details as to how the offer can be accepted are set out in the offer document. To tender their shares, shareholders should contact their respective custodian bank.

The acceptance period will end at midnight (CET) on 2 August 2019 (shareholders should inquire with their custodian banks for any relevant deadlines set by custodian banks which may require actions prior to this date). Consummation of the tender offer is subject to various customary conditions, including the receipt of regulatory approvals such as merger control, foreign investment control and media concentration, and a minimum offer acceptance of 20 percent of Axel Springer’s share capital.

As announced on 12 June 2019, KKR’s offer is intended to enable a strategic investment in Axel Springer to support the company’s strategy in a partnership with Friede Springer and Mathias Döpfner. Both have committed to form a consortium with KKR to jointly develop Axel Springer further and strengthen its position in a rapidly changing and challenging market environment. The formation of the consortium is subject to the successful closing of the voluntary public tender offer.

KKR and the existing shareholders’ companies of Friede Springer and Mathias Döpfner have also entered into an investor agreement with Axel Springer. This agreement sets out, subject to their review of the offer document, that the Executive Board and Supervisory Board of Axel Springer support the offer and intend to recommend Axel Springer shareholders to accept it.

If the offer is successful KKR intends to propose to the other consortium members and to the Executive Board of Axel Springer to initiate a delisting of Axel Springer. In addition, KKR does not intend further post-transaction restructuring measures (e.g. conclusion of a domination and profit transfer agreement, squeeze-out or fundamental changes of the capital structure).

The offer document and a non-binding English translation are now available at
www.traviata-angebot.de/en. Copies of these documents can also be obtained free of charge at UniCredit Bank AG, MFM1EG, Arabellastraße 14, 81925 Munich, Germany (orders per fax: +49 89 378-44081; orders by email: tender-offer@unicreditgroup.de).

###

KKR media contact Germany

Raphael Eisenmann

Hering Schuppener Consulting

Phone: +49 69 92 18 74-86

Mobile: +49 160 90 61 11 07

Email: reisenmann@heringschuppener.com

 

KKR media contact international

Alastair Elwen

Finsbury

Phone: +44 207 251 3801

Mobile: +44 7557 549 325

Email: alastair.elwen@finsbury.com

 Stephanie Lichtenberg

Hering Schuppener Consulting

Phone: +49 69 92 18 74-24

Mobile: +49 171 86 29 942

Email: slichtenberg@heringschuppener.com

 

 

Axel Springer SE media contact

Edda Fels

Axel Springer SE

Phone: +49 30 2591 77600

Email: edda.fels@axelspringer.de

 

About KKR

KKR is a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic partners that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

About Axel Springer

Axel Springer is a media and technology company and active in more than 40 countries. By providing information across its diverse media brands (among others BILD, WELT, BUSINESS INSIDER, POLITICO Europe) and classifieds portals (StepStone Group and AVIV Group) Axel Springer SE empowers people to make free decisions for their lives. Today, the transformation from a traditional print media company to Europe’s leading digital publisher has been successfully accomplished. The next goal has been identified: Axel Springer wants to become global market leader in digital content and digital classifieds through accelerated growth. The company is headquartered in Berlin and employs more than 16,300 people worldwide. In the fiscal year 2018, Axel Springer generated 71 percent of revenues with its digital activities which also contributed 84 percent to earnings (adj. EBITDA).

Disclaimer and forward looking statements

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in Axel Springer SE. The terms and conditions of the public tender offer, as well as further provisions concerning the public tender offer are published in the offer document, the publication of which has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) to. Investors and holders of shares in Axel Springer SE are strongly advised to read the offer document and all other documents regarding the public tender offer when they become available, as they will contain important information.

The public tender offer has been published exclusively under the laws of the Federal Republic of Germany and certain applicable provisions of U.S. takeover laws. The public tender offer documentation as well as further documents regarding the public tender offer are available at www.traviata-angebot.de. Any contract concluded on the basis of the public tender offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, Traviata II S.à r.l., its affiliates or its brokers may purchase, or conclude agreements to purchase, shares in Axel Springer SE, directly or indirectly, outside of the scope of the public tender offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Axel Springer SE. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Securities Exchange Act of 1934. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on http://www.traviata-angebot.de.

This announcement may contain certain forward-looking statements and forecasts which relate to events and depend on circumstances that will occur in the future. The terms “intend”, “can”, “may”, “will”, “would” or, in each case, their negative, or other variations or comparable terminology are used to identify forward-looking statements. Forward-looking statements are subject to many risks, uncertainties and other variable circumstances which may cause the statements to be inaccurate or materially differ from the actual result, and readers are cautioned not to place undue reliance on such statements. The forward-looking statements included in this announcement are made only as of the date hereof. We retain the right to revise any such statement and do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

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Ardian arranges unitranche financing for 21 Invest France’s acquisition of controlling stake in Landanger

Ardian

Paris, July 5th 2019 – Ardian, a world leading private investment house, today announces the arrangement of a unitranche financing facility to support 21 Invest France’s partnership with Landanger, the French leader in the manufacturing and distribution of reusable surgical instruments and maintenance services. The unitranche package will also include a committed acquisition facility to finance future build-ups.
Founded in 1947 in Chaumont, Landanger has become a leading player in France with an international presence in nearly 60 countries. Through the reputable Landanger and Delacroix-Chevalier brands, the family-run company has developed a strong expertise in the design and distribution of surgical instruments for open and minimally invasive surgeries, especially in cardiovascular and thoracic applications. It has also maintained its historic expertise in the manufacturing of complex ancillaries for orthopedic implants through its Maire-Didier brand.
Thanks to a wide range of innovative products (7,500 SKUs), a strong commitment to quality of service, and a well-established presence in France, the Landanger Group works with 85% of French public and private hospitals and clinics, with which it has formed deep and long-standing relationships.
With state-of-the-art technical expertise and a recognized quality of service, Landanger has a strong position in France but also internationally, with foreign sales representing roughly 30% of its turnover. This is driven by the rising number of surgical operations and the growing need for specialty instruments in increasingly complex procedures.
21 Invest France will help Landanger strengthen its leading position in France by expanding its offer through improved innovation capacity (recent launch of a new Ear, Nose and Throat range), and to accelerate its internationalization. Targeted build-ups, facilitated by the unitranche facility provided by Ardian, are intended to further support the growth plan, bringing synergies both in terms of products and geographic coverage.
Grégory Pernot, Director in the Private Debt team of Ardian highlighted: “As an agile and flexible financing product, the unitranche immediately resonated with Landanger and 21 Invest’s ambition for its strategic growth plan, both in France and internationally.”
Benoit Landanger, CEO, commented: “The Landanger Group has historically been driven by a dynamic innovation strategy, and I am happy to partner up with 21 Invest France and benefit from the support of Ardian’s financing in order to bring the company to its next expansion phase.”
François Barbier, Managing Partner & CEO and Antoine Vigneron, Partner at 21 Invest France, commented: “Landanger has showcased its technical know-how and long-standing expertise in surgical instruments since its inception over 70 years ago. We look forward to embarking on the next stage of growth alongside the CEO. We firmly believe Landanger will become an international leader in surgical instruments, supported by Ardian’s unitranche financing, which will grant us flexibility and speed of execution to strategically enhance the company’s footprint.”
Guillaume Chinardet, Head of Private Debt France and Managing Director at Ardian, concluded: “We have been very impressed by the company’s achievements in this space, and are delighted and proud to be a key partner of Landanger going forward. Landanger stands for the 119th transaction since the creation of Ardian’s Private Debt activity, reflecting the longstanding track-record of the team since 2005.”

ABOUT ARDIAN

Ardian is a world-leading private investment house with assets of US$90bn managed or advised in Europe, the Americas and Asia. The company is majority-owned by its employees. It keeps entrepreneurship at its heart and focuses on delivering excellent investment performance to its global investor base.
Through its commitment to shared outcomes for all stakeholders, Ardian’s activities fuel individual, corporate and economic growth around the world.
Holding close its core values of excellence, loyalty and entrepreneurship, Ardian maintains a truly global network, with more than 610 employees working from fifteen offices across Europe (Frankfurt, Jersey, London, Luxembourg, Madrid, Milan, Paris and Zurich), the Americas (New York, San Francisco and Santiago) and Asia (Beijing, Singapore, Tokyo and Seoul). It manages funds on behalf of around 880 clients through five pillars of investment expertise: Fund of Funds, Direct Funds, Infrastructure, Real Estate and Private Debt.
www.ardian.com

ABOUT 21 INVEST

21 Invest supports resilient mid-market companies based in France, Italy and Poland through local Funds and accompanies them in a new stage of development. 21 Invest positions itself as an active shareholder alongside management teams, providing a strategic vision for companies, enabling them to accelerate their growth, improve their operational efficiency and achieve ambitious long-term projects. Over the past 27 years, 21 Invest has completed more than 105 investments and raised more than € 2 billion from European and global institutional investors.
www.21invest.com

LIST OF PARTIES INVOLVED

Landanger: Benoit Landanger
21 Invest: François Barbier, Antoine Vigneron, Dorothée Chatain
Ardian Private Debt: Guillaume Chinardet, Grégory Pernot, Clément Chidiac
Financing Legal Advisor (Ardian): Willkie Farr & Gallagher – Paul Lombard, Igor Kukhta, Ghita Lorabi

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Nordic Capital to sell Ellos Group, a Nordic e-commerce leader in fashion and home furnishings, to fashion group FNG

Nordic Capital

July 04 2019
Nordic Capital to sell Ellos Group, a Nordic e-commerce leader in fashion and home furnishings, to fashion group FNG ImageNordic Capital has signed an agreement to sell Ellos Group to FNG NV (“FNG”) for an enterprise value of approximately SEK 2,400 million (EUR 229 million). During Nordic Capital’s ownership, Ellos Group has become an e-commerce leader in fashion and home furnishings in the Nordic region, with the strong brands Ellos, Jotex, Stayhard and Homeroom. The new owner FNG is a fast-growing Benelux-based fashion group that will support Ellos Group’s further European expansion and growth. Nordic Capital will become a significant minority shareholder in FNG following completion of the transaction.

“Together with Nordic Capital, we have made significant investments in recent years to strengthen Ellos Group, focusing on the development of the home furnishings offering at Ellos, Jotex and our new online store Homeroom. We now have an excellent platform to drive further growth as a leading Nordic e-commerce platform with a unique customer offering in fashion and home furnishings. European expansion is a natural next step for Ellos Group, and can be accelerated with FNG as our new owner. With its extensive experience in the European fashion industry, FNG can provide new insights and strategic support in the next stages of our development journey”, says Hans Ohlsson, CEO of Ellos Group.

Ellos Group has been owned by Nordic Capital since 2013 and, during the ownership period, has focused on solidifying its position as a market leader in the Nordics and improving its strong digital position. Homeroom is now well established and the Group has streamlined its operations and focus on core business. Operations have been strengthened on all levels to support the ideal customer experience and to manage the rapid growth of the Company. Completed investments include the implementation of a new e-commerce system and the construction of a new warehouse and logistics centre. The Group’s commercial and operational developments have been combined with an increased focus on sustainability as an essential part of the long-term value creation and the identity of Ellos Group. Today, Ellos Group has approximately 1.7 million active customers throughout the Nordic region, and sells its own range of products on other platforms in Europe.

“Nordic Capital invested in Ellos Group with the explicit goal of developing and modernising one of Sweden’s best-known brands. Since then, Ellos Group has reinforced its digital and commercial capabilities to drive strong growth, supported by Nordic Capital’s expertise in e-commerce, branding and consumer credit. Nordic Capital sees joining forces with FNG as a natural next step for Ellos Group and looks forward to participating in the continued value creation journey as a significant minority shareholder in FNG”, says David Samuelson, Principal at the Adviser to the Nordic Capital Funds.

FNG, listed on Euronext Brussels and Euronext Amsterdam has a long history of successful acquisition-led growth. FNG was founded in 2003 and has grown from one brand in children’s fashion to a leading Benelux retailer-brand portfolio with over 3,000 employees and total sales of approximately EUR 500 million. FNG has deep experience in leveraging synergies within areas such as shared supply channels and data-based customer analyses. It has a successful opti-channel sales strategy and is ideally positioned to support Ellos Group’s continued growth as a leading fashion and home e-retailer.

“Ellos Group is a true leader in the Nordic market, boasting an attractive mix of fashion and home interior products, with strong positioning of its own brands. Together with its well-developed financial services platform, it makes Ellos Group an ideal addition to FNG, and we are very excited to take this major transformational next step for our company”, commented Dieter Penninckx, founding CEO of FNG.

Following the change in ownership, Ellos Group will be able to offer Nordic customers FNG brands through its own e-commerce platforms, while Ellos Group’s own range of fashion and home furnishings will be available to new customer groups in Europe via FNG’s existing e-commerce platforms and physical stores.

The combined entity will have a geographically diversified business, an even stronger market position, an attractive product mix in fashion and home interior, and a balanced mix between own and external brands. With pro forma revenues of EUR 759 million in 2018, the combined entity will be a leading player in the European fashion and home interior retail landscape.

Paul Frankenius, through Frankenius Equity AB, will remain a minority owner in the combined company (alongside Nordic Capital).

The transaction is subject to customary regulatory approvals, including SFSA ownership assessment approval. Completion of the transaction is expected in September or October 2019.

ABG Sundal Collier acted as the sole financial advisor to Nordic Capital in the transaction and Cederquist acted as lead counsel.

 

Press contacts:

Nordic Capital
Katarina Janerud, Communications Manager
Adviser to Nordic Capitals Funds
Ph: +46 8 440 50 50
email: katarina.janerud@nordiccapital.com

 

Ellos Group
Hans Ohlson, CEO
Ph: +46 733 74 70 50
For media inquiry: malin.lundin@jklgroup.com

 

About Ellos Group

Ellos Group – with online stores Ellos, Jotex, Stayhard and Homeroom – is the Nordic region’s leading e-commerce group. Working closely with its millions of customers, Ellos Group constantly strives to develop and offer attractive fashion and home furnishings for the entire family. The Ellos Group focus is always on the customer. Ellos Group, headquartered in Borås and with operations in all Nordic countries, has around 500 employees and annual sales of approximately SEK 2.6 billion (EUR 247 million). Ellos Group’s principal owners are Nordic Capital and Paul Frankenius (with co-investor Frankenius Equity AB). www.ellosgroup.com

 

About Nordic Capital

Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a proven track record. Core sectors are Healthcare, Technology & Payments, Financial Services and in addition, Industrial Goods & Services and Consumer. Key investment regions are the Nordics, Northern Europe and globally for Healthcare. Since inception in 1989, Nordic Capital has invested EUR 14 billion in over 100 investments. The most recent fund is Nordic Capital Fund IX with EUR 4.3 billion in committed capital, principally provided by international institutional investors such as pension funds. The Nordic Capital Funds and vehicles are based in Jersey. They are advised by several advisory entities, which are based in Sweden, Denmark, Finland, Norway, Germany, the UK and the US, any or all of which is referred to as the Advisor to the Nordic Capital Funds. For further information about Nordic Capital, please visit www.nordiccapital.com

 

About FNG

FNG is a fast-growing group of companies active throughout Europe. FNG designs and distributes clothing and footwear for women, children and men through its own concept stores at the best locations in Belgium and the Netherlands, as well as through a network of several brand stores in Benelux and elsewhere. FNG, listed on Euronext Brussels and Euronext Amsterdam, has more than 3,000 employees and aggregate sales of around EUR 500 million. www.fng.eu

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Allianz Real Estate and Gaw Capital joint venture to acquire Singapore’s marquee commercial real estate development DUO Tower and DUO Galleria

Gaw Capital

Singapore / Munich, July 30, 2019   – Allianz Real Estate, acting on behalf of several Allianz companies, and Gaw Capital, representing a sovereign wealth fund separate account, have signed a sale and purchase agreement to acquire DUO Tower and DUO Galleria (“DUO”), a premium grade-A office asset with ancillary retail in Singapore for approximately SGD 1.6 billion. Allianz will own a 60% interest and the remaining 40% will be owned by Gaw Capital. The asset will be jointly managed by Allianz Real Estate and Gaw Capital.
Designed by internationally acclaimed German architect Ole Scheeren, DUO has redefined Singapore’s skyline with its distinctive hexagonal plated towers. The asset was completed in 2017 and was awarded the Green Mark Platinum Award, the highest accolade from Building and Construction Authority of Singapore. Located above the Bugis MRT Interchange station, DUO offers excellent connectivity to the CBD, Marina Bay and other metropolitan areas.
The commercial asset comprises 557,972 square feet of international premium grade-A office space with floor plates ranging between 26,000 and 31,000 square feet as well as 59,873 square feet of retail space. The asset is stabilized with a current occupancy of 97%.
“Singapore is an established 24/7 city and has one of the most institutionalized commercial real estate markets in the world given its position as a key headquarter location for corporations in Asia. M+S has done an impressive job of delivering DUO as a marquee, mixed-used development providing an unparalleled live-work-play environment and is poised to establish itself as one of Singapore’s key business hubs. It will be an excellent addition to our global 24/7 cities office portfolio,” said Rushabh Desai, Asia-Pacific CEO of Allianz Real Estate. “Gaw Capital is one of our trusted partners in the region. We are excited about expanding our collaboration from value-add to core investments.”
The acquisition of DUO builds upon a number of recent deals in Singapore by Allianz Real Estate, including the investment in Ocean Financial Centre and 77 Robinson Road.
“We are delighted to be partnering with Allianz Real Estate to acquire this iconic asset. The acquisition of DUO deepens our strong partnership with Allianz Real Estate and we look forward to working together to add strategic value to the property.” said Ms. Christina Gaw, Managing Principal and Head of Capital Markets at Gaw Capital Partners.
Allen & Gledhill, Rajah & Tann, KPMG, and Arcadis acted as advisors to the joint venture.

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Bain Capital Private Equity and The Carlyle Group announce intention to launch voluntary public takeover offer for OSRAM

Carlyle

  • Highly attractive offer price of EUR 35.00 per share
  • Offer presents premium of 27.7 percent over the volume-weighted average stock exchange price in the last month prior to 3 July 2019, i.e. the day on which OSRAM published its ad-hoc announcement
  • Management and Supervisory Board of OSRAM fully support the Offer
  • Offer is result of an extensive due diligence process and intense negotiations
  • Offer subject to a minimum acceptance threshold of 70 percent of all OSRAM shares

Munich – Luz (C-BC) Bidco GmbH, a holding company jointly controlled by investment funds advised and/or affiliated with Bain Capital Private Equity (“Bain Capital”) and The Carlyle Group (“Carlyle”) (together the “Investors”), today announced its decision to launch a voluntary public takeover offer to all shareholders of OSRAM Licht AG (“OSRAM” or the “Company”) for the acquisition of all outstanding OSRAM shares (the “Offer”).

OSRAM is a global lighting technology group, offering a wide portfolio of lighting and photonics products deployed in automotive, industry, mobile and infrastructure end market applications. Until early 2018, the Company benefited from strong demand and enjoyed a particularly favourable environment due to supply constraints in the LED market. However, since then OSRAM has faced continued increasing strategic and operational challenges, in particular because the demand across lighting, automotive and consumer markets in general has deteriorated significantly. In addition, parts of OSRAM’s business activities are exposed to declining end markets. Against this background, OSRAM’s Management Board has initiated a far-fetching longer-term transformation plan in November 2018.

The Investors have the clear intent to work with the Management Board of OSRAM to continue and accelerate that complex and extensive transformation plan, including ongoing reorganization measures. Furthermore, they intend to significantly invest in technologies with growth potential, which will lay the foundation for future organic growth of OSRAM. Accomplishing these goals will require considerable time, effort and investments. In order to sustainably achieve this, and also in light of the complex and cyclic businesses of OSRAM, the Investors believe that only private ownership without pressure and control from the market will provide the Management Board of OSRAM with an environment to execute necessary changes in the best interest of the Company and all its stakeholders.

The Investors offer OSRAM shareholders a consideration of EUR 35.00 in cash per OSRAM share, which represents a highly attractive premium of 27.7 percent over the volume-weighted average stock exchange price in the last month prior to 3 July 2019, i.e. the day on which OSRAM published its ad-hoc announcement. The value of the proposed Offer represents a total equity value of approximately EUR 3.4 billion and a total enterprise value of approximately EUR 4.0 billion of OSRAM. This equates to a multiple of 12.5-13x based on current adjusted EBITDA consensus forecasts of EUR 314 million for OSRAM for 2019 whereas historically, the Company has been valued with an average NTM multiple of 6-7x. In addition, the Investors are of the view that the current share price does not fully reflect the continued deterioration in OSRAM’s financial performance and the uncertainty about the Company’s overall future since 2018. Quite to the contrary, the Investors believe that the current share price was backed due to market speculation about a possible takeover and its significant media coverage since 2018. Based on their intense work and due diligence, the Investors are therefore convinced that the offer price of EUR 35.00 is a unique opportunity for OSRAM shareholders to realise a maximum immediate and certain value uplift for their OSRAM shares independent of the challenging outlook for the Company.

Completion of the Offer will be subject to a minimum acceptance threshold of 70 percent of all OSRAM shares and further customary conditions, including merger control and foreign investment control approvals.

Management and Supervisory Board of OSRAM fully support the Offer

The terms and conditions of the Offer are the results of an extensive due diligence process and intense negotiations and have become contractual in an investment agreement between Bain Capital, Carlyle and OSRAM. The investment agreement also details certain commitments by Bain Capital and Carlyle with regard to operations, material assets and employees of the Company, including existing works and collective bargaining agreements. The Investors intend to continue the constructive dialogue with OSRAM’s employees which forms an integral part of the Company’s culture. At the same time, the investment agreement also takes into account that the Company is operating in a highly challenging, volatile market environment which requires continued flexibility.

The Management and Supervisory Board of OSRAM fully support the Offer and believe that the transaction is in the best interest of the Company, its shareholders, employees, and other stakeholders. Subject to a careful review of the Offer document and their fiduciary duties, they intend to recommend OSRAM shareholders to accept the Offer in their reasoned statement.

Dr. Michael Siefke, a Managing Director at Bain Capital Private Equity, said: “During the past 100 years OSRAM has firmly established itself as a leading lighting company, but it currently faces enormous operational and strategic challenges. It is in the midst of a complex and profound transformation and has to deal with significant economic headwinds. We believe Bain Capital and Carlyle are ideally positioned to support OSRAM in overcoming these challenges and to achieve sustainable business success, thus creating value for all stakeholders. The Company will benefit from our combined global network, deep industry knowledge and the comprehensive support we will bring to bear.”

Gregor Boehm, a Managing Director at The Carlyle Group, added: “Bain Capital and Carlyle believe in the long-term potential of OSRAM. We are prepared to support the Company over the long period of time it will take to master the comprehensive challenges it is facing. At this critical juncture in OSRAM’s strategic development, we are uniquely positioned as the right partners to assure a sustainably successful future for the Company and its stakeholders. Private ownership by Bain Capital and Carlyle will give OSRAM and its management the opportunity to focus on its transformation and strategy execution without distraction and ongoing pressures from the equity capital markets.”

For more than 30 years, each of Bain Capital and Carlyle have built strong track records of consistent value creation at their portfolio companies by focusing on growth and partnering with management. Both investment firms can also leverage and combine their extensive individual experiences across the industrial technology, semi-conductor and automotive sectors, having supported companies such as Sensata, NXP, Toshiba Memory, AZ Electronic Materials, Freescale Semiconductor, Axalta and Allison Transmission in accelerating growth and strengthening their market positions.

Further information about the Offer

Credit Suisse, Goldman Sachs, J.P. Morgan and Macquarie Group are lead financial advisors, and Kirkland & Ellis is legal advisor to Bain Capital and Carlyle.

The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved its publication. The offer document and all other information about the Offer will be published on the following website:

www.luz-angebot.de

www.luz-offer.com

 

Media contacts:

FTI Consulting

Hans G. Nagl

T     +49 (0) 89 20 300 6465

M   +49 (0) 170 639 539 1

E     hans.nagl@fticonsulting.com

 

Oliver Müller

T     +49 (0) 30 288 744 225

M   +49 (0) 170 360 53 60

E     oliver.mueller@fticonsulting.com

 

Louisa Feltes

T     +44 (0) 20 3727 1166

M   +44 (0) 7795 396 835

E    louisa.feltes@fticonsulting.com

 

For Bain Capital

Hazel Stevenson

T     +44 (0) 20 375 74 989

M   +44 (0) 798 600 97 20

E     hazel.stevenson@camarco.co.uk

 

Ed Gascoigne-Pees

T     +44 (0) 20 375 74 984

M   +44 (0) 788 400 19 49

E     ed.gascoigne-pees@camarco.co.uk

 

For The Carlyle Group

Catherine Armstrong

T     +44 (0) 20 7894 1632

M   +44 (0) 788 000 6200

E     catherine.armstrong@carlyle.com

 

Rory Macmillan

T     +44 (0) 20 7894 1630

M   +44 (0) 7557 743679

E     roderick.macmillan@carlyle.com

 

Katharina Gebsattel

M   +49 (0) 172 718 6857

E    katharina.gebsattel@vub.de

 

About Bain Capital Private Equity

Since 1984, Bain Capital has a long-standing track record of supporting its portfolio companies in growing organically and through buy-and-build strategies. Bain Capital has made primary and add-on investments in approximately 875 companies to date. In addition to private equity and its key vertical industries, Bain Capital invests across asset classes including credit, public equity, venture capital and real estate. Bain Capital’s global team currently consists of more than 240 private equity investment professionals in 18 offices all over the world, managing approximately USD 105 billion in total and leveraging the firm’s shared platform to capture opportunities in strategic areas of focus.

For more information, visit www.baincapitalprivateequity.com

 

About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With USD 222 billion of assets under management as of 31 March 2019, Carlyle’s purpose is to invest wisely and create value on behalf of our investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,725 people in 33 offices across six continents.

Web: www.carlyle.com

Videos: https://www.youtube.com/user/OneCarlyle

Tweets: http://www.twitter.com/onecarlyle

Podcasts: http://www.carlyle.com/about-carlyle/market-commentary

 

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document. Investors and shareholders of OSRAM are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer. The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities law of the United States of America. Any contract that is concluded based on the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

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Bain Capital Private Equity and The Carlyle Group announce intention to launch voluntary public takeover offer for OSRAM

BainCapital

MUNICH, July 4, 2019 – Luz (C-BC) Bidco GmbH, a holding company jointly controlled by investment funds advised and/or affiliated with Bain Capital Private Equity (“Bain Capital”) and The Carlyle Group (“Carlyle”) (together the “Investors”), today announced its decision to launch a voluntary public takeover offer to all shareholders of OSRAM Licht AG (“OSRAM” or the “Company”) for the acquisition of all outstanding OSRAM shares (the “Offer”).

OSRAM is a global lighting technology group, offering a wide portfolio of lighting and photonics products deployed in automotive, industry, mobile and infrastructure end market applications. Until early 2018, the Company benefited from strong demand and enjoyed a particularly favourable environment due to supply constraints in the LED market. However, since then OSRAM has faced continued increasing strategic and operational challenges, in particular because the demand across lighting, automotive and consumer markets in general has deteriorated significantly. In addition, parts of OSRAM’s business activities are exposed to declining end markets. Against this background, OSRAM’s Management Board has initiated a far-fetching longer-term transformation plan in November 2018.

The Investors have the clear intent to work with the Management Board of OSRAM to continue and accelerate that complex and extensive transformation plan, including ongoing reorganization measures. Furthermore, they intend to significantly invest in technologies with growth potential, which will lay the foundation for future organic growth of OSRAM. Accomplishing these goals will require considerable time, effort and investments. In order to sustainably achieve this, and also in light of the complex and cyclic businesses of OSRAM, the Investors believe that only private ownership without pressure and control from the market will provide the Management Board of OSRAM with an environment to execute necessary changes in the best interest of the Company and all its stakeholders.

The Investors offer OSRAM shareholders a consideration of EUR 35.00 in cash per OSRAM share, which represents a highly attractive premium of 27.7 percent over the volume-weighted average stock exchange price in the last month prior to 3 July 2019, i.e. the day on which OSRAM published its ad-hoc announcement. The value of the proposed Offer represents a total equity value of approximately EUR 3.4 billion and a total enterprise value of approximately EUR 4.0 billion of OSRAM. This equates to a multiple of 12.5-13x based on current adjusted EBITDA consensus forecasts of EUR 314 million for OSRAM for 2019 whereas historically, the Company has been valued with an average NTM multiple of 6-7x. In addition, the Investors are of the view that the current share price does not fully reflect the continued deterioration in OSRAM’s financial performance and the uncertainty about the Company’s overall future since 2018. Quite to the contrary, the Investors believe that the current share price was backed due to market speculation about a possible takeover and its significant media coverage since 2018. Based on their intense work and due diligence, the Investors are therefore convinced that the offer price of EUR 35.00 is a unique opportunity for OSRAM shareholders to realise a maximum immediate and certain value uplift for their OSRAM shares independent of the challenging outlook for the Company.

Completion of the Offer will be subject to a minimum acceptance threshold of 70 percent of all OSRAM shares and further customary conditions, including merger control and foreign investment control approvals.

Management and Supervisory Board of OSRAM fully support the Offer

The terms and conditions of the Offer are the results of an extensive due diligence process and intense negotiations and have become contractual in an investment agreement between Bain Capital, Carlyle and OSRAM. The investment agreement also details certain commitments by Bain Capital and Carlyle with regard to operations, material assets and employees of the Company, including existing works and collective bargaining agreements. The Investors intend to continue the constructive dialogue with OSRAM’s employees which forms an integral part of the Company’s culture. At the same time, the investment agreement also takes into account that the Company is operating in a highly challenging, volatile market environment which requires continued flexibility.

The Management and Supervisory Board of OSRAM fully support the Offer and believe that the transaction is in the best interest of the Company, its shareholders, employees, and other stakeholders. Subject to a careful review of the Offer document and their fiduciary duties, they intend to recommend OSRAM shareholders to accept the Offer in their reasoned statement.

Dr. Michael Siefke, a Managing Director at Bain Capital Private Equity, said: “During the past 100 years OSRAM has firmly established itself as a leading lighting company, but it currently faces enormous operational and strategic challenges. It is in the midst of a complex and profound transformation and has to deal with significant economic headwinds. We believe Bain Capital and Carlyle are ideally positioned to support OSRAM in overcoming these challenges and to achieve sustainable business success, thus creating value for all stakeholders. The Company will benefit from our combined global network, deep industry knowledge and the comprehensive support we will bring to bear.”

Gregor Boehm, a Managing Director at The Carlyle Group, added: “Bain Capital and Carlyle believe in the long-term potential of OSRAM. We are prepared to support the Company over the long period of time it will take to master the comprehensive challenges it is facing. At this critical juncture in OSRAM’s strategic development, we are uniquely positioned as the right partners to assure a sustainably successful future for the Company and its stakeholders. Private ownership by Bain Capital and Carlyle will give OSRAM and its management the opportunity to focus on its transformation and strategy execution without distraction and ongoing pressures from the equity capital markets.”

For more than 30 years, each of Bain Capital and Carlyle have built strong track records of consistent value creation at their portfolio companies by focusing on growth and partnering with management. Both investment firms can also leverage and combine their extensive individual experiences across the industrial technology, semi-conductor and automotive sectors, having supported companies such as Sensata, NXP, Toshiba Memory, AZ Electronic Materials, Freescale Semiconductor, Axalta and Allison Transmission in accelerating growth and strengthening their market positions.

Further information about the Offer

Credit Suisse, Goldman Sachs, J.P. Morgan and Macquarie Group are lead financial advisors, and Kirkland & Ellis is legal advisor to Bain Capital and Carlyle.

The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved its publication. The offer document and all other information about the Offer will be published on the following website:

www.luz-angebot.de
www.luz-offer.com

 

About Bain Capital Private Equity
Since 1984, Bain Capital has a long-standing track record of supporting its portfolio companies in growing organically and through buy-and-build strategies. Bain Capital has made primary and add-on investments in approximately 875 companies to date. In addition to private equity and its key vertical industries, Bain Capital invests across asset classes including credit, public equity, venture capital and real estate. Bain Capital’s global team currently consists of more than 240 private equity investment professionals in 18 offices all over the world, managing approximately USD 105 billion in total and leveraging the firm’s shared platform to capture opportunities in strategic areas of focus.
For more information, visit www.baincapitalprivateequity.com

About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With USD 222 billion of assets under management as of 31 March 2019, Carlyle’s purpose is to invest wisely and create value on behalf of our investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,725 people in 33 offices across six continents.
Web: www.carlyle.com 
Videos: https://www.youtube.com/user/OneCarlyle 
Tweets: http://www.twitter.com/onecarlyle
Podcasts: http://www.carlyle.com/about-carlyle/market-commentary

Important Notice
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in OSRAM. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document. Investors and shareholders of OSRAM are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer. The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities law of the United States of America. Any contract that is concluded based on the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Categories: News

Tags:

SIFI to acquire a pharmaceutical product portfolio in France

SIFI, the Italian leader in ophthalmology, has acquired Dacudoses and Novoptine, leading ophthalmic antiseptic brands in France with a total turnover of about € 6 million, from Laboratoire Gifrer Barbezat.

Dacudoses is the leading reimbursed brand of the French ophthalmic antiseptic segment, prescribed by ophthalmologists and general practitioners. Dacudoses is commonly used as an eyewash in case of light conjunctivitis and/or infections, benefitting from a very strong brand recognition in France.

Novoptine is an overt-the-counter antiseptic collyrium used to treat eye infections and conjunctivitis.

SIFI will market both products directly through its subsidiary SIFI France, starting from January 2020. The reference market segment is expected to grow thanks to increased incidence of eye disorders, such as bacterial and allergic conjunctivitis, among the aging population.

According to the Ocular Surface Infections Guidelines by AFSSAPS (Agence Française de Sécurité Sanitaire des Produits de Santé), non-serious bacterial conjunctivitis in adults, in the absence of risk factors, should be treated by washing the eye with saline solution associated with antiseptic solutions instead of using antibiotics.

With a leadership position in Italy, Romania and Turkey, a consolidated presence in Mexico and more recently also in Spain, SIFI is implementing an international expansion strategy, with the aim of becoming a key independent player in ophthalmology, leveraging on its know-how, expertise and unique assets.

After this acquisition, thanks to fast growing export, SIFI’s international sales will represent about 40% of turnover and are expected to increase significantly in the coming years.

“This strategic deal represents a significant milestone for our company, being the first acquisition made since our foundation, and will accelerate our penetration into France, one of the largest and most competitive markets in Western Europe.” declared Fabrizio Chines, Chairman and CEO of SIFI “Dacudoses and Novoptine are very complementary with our proprietary portfolio, which we expect to launch through SIFI France starting from 2020, in line with a well-balanced regulatory, market access and marketing strategy.“

“SIFI is an example of excellence in our portfolio that we are proud to support in its international expansion” commented Alessandro Benetton, Founding Managing Partner of 21 Invest “This operation is strategic to reach its ambitious goal of creating a leading company in the international ophthalmic market”.

Funding for the acquisition, along with other refinancing facilities, was provided by a consortium of Italian banks.

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