SNAPSHOTS SPECIAL ADVISORY SERVICES BDO BELGIUM 2013

Transcription

1 SNAPSHOTS SPECIAL ADVISORY SERVICES BDO BELGIUM 2013

2 SPECIAL ADVISORY SERVICES INTERIM MANAGEMENT MANAGEMENT ADVISORY 326 Corporate Finance, Interim Management and Management Advisory assignments executed A team of more than 44 dedicated experts INTRODUCTION 2013 marks the 50 th anniversary of the founding of the international BDO network and in particular our core values personal, professional, pragmatic and passionate. One of our founders once said: We succeed through our people and their passion to serve clients, and we could not agree more. In line with our passion for our clients and to serve our clients even better, we concluded a partnership with Adforum and expanded our services with Management Advisory since October A unique combination of financial, organizational and HR expertise enabling our clients to translate their vision, mission and idea s in measurable operational targets, to determine the effectiveness of their resources and to mitigate and control business risks. Within Special Advisory Services, we advised on more than 300 assignments and worked together with our clients to satisfy and excel their needs through advising on acquisitions, fund raisings, valuations, disposals, interim and management advisory assignments. Here after we present you a selection of our assignments per activity. Our case studies clearly demonstrate BDO s ability and enthusiasm in building strong relationships with its clients and to invest time in getting to know what really matters to our clients. Delivering exceptional client service is not a challenge, it s a mind-set encrypted in the DNA of each of our collaborators. We hope you will find Snapshots interesting. If you have any questions or would like to discuss any aspects of the case studies, please do call us. Johan Vandenbroeck, Head of BDO Special Advisory Services

3 2 FACTS & FIGURES 158 corporate finance assignments 11 closed M&A deals 20 buy side due diligences 5 vendor due diligences/assistances Almost 100 valuations and PPA s 27 business modeling & financing assignments INTERIM MANAGEMENT 25 interim assignments of which 24 Belgian and 1 international 9 CFO, 6 CEO and 10 Project Management assignments Database candidates Assignments from 4 to 18 months Belgian SME s as well as (listed) multinationals MANAGEMENT ADVISORY 140+ management advisory assignments: 50 strategic plans 18 efficiency measuring More than 75 HR assignments with over 400 assessments Over 100 developed tools 2 quality accreditations

4 3 FACTS & FIGURES Number of M&A, Valuation and Due Diligence assignments by transaction size m - 10m 10m - 50m 50m - 100m 100m + 12 Number of Corporate Finance assignments by sector Automotive Energy, Environment and Clean Technology Health care Leisure & Hospitality Manufacturing Pharmaceutics, life sciences & biotech Real estate & construction Retail & wholesale Technology Media and Telecoms Transport & Logistics Financial & Professional services Other

5 4 MERGERS & ACQUISITIONS (M&A) VALUATION TRANSACTION SERVICES (DUE DILIGENCE) BUSINESS MODELING FINANCING Team members ALEXANDRE STREEL - Head of CF Valuation ALEXANDER VEITHEN Transaction services CHRISTOPHE DURANT Transaction services JOHAN HATERT Senior manager M&A ARNAUD BOES BENOIT NICOLAY ALEXANDER CARLIER VIRGINIE MEUNIER ARNAUD LECRENIER ALEXI VANGERVEN JOHAN VANDENBROECK - Head of SAS M&A BRUNO DUBOIS Financing Valuation ERIC VAN DEN BROECK Business Modeling JOHAN DEVYLDER Manager M&A DIDIER SMET STEVE HAESEN MICHEL GRIGNARD M&A Valuation IVO LEMMENS Business Modeling SUPPORTED BY 160 AUDITORS, 170 ACCOUNTANTS AND 90 TAX & LEGAL ADVISORS IN BELGIUM OF WHICH 30 ARE DEDICATED TO SUPPORTED BY 1,200 COLLEAGUES WORLDWIDE ERIC BASTIN Manager Financing DANIELLE BOERJAN QUENTIN VANBEVER

6 5 International support BDO Belgium is an active partner of BDO s International Corporate Finance Group which offers support and assistance in terms of knowledge management, best practice sharing, quality control and training of our staff. We have national and international cross-service teams, providing clients with a one-stop resource for any accounting, taxation or strategic issues that may arise in the scope of the transaction we undertake. Corporate finance teams in every continent and in over 60 countries. In 2013, we completed almost 600 deals with a total value of about USD 20 billion on a global basis. We have 1,200 dedicated corporate finance professionals around the world.

7 6 MERGERS & ACQUISITIONS Acquisition of Mr.Bricolage on behalf of Mr. le Bussy Our M&A team assisted Quentin le Bussy in the acquisition of Mr.Bricolage and played a key role throughout the entire acquisition process ranging from structuring the transaction, performing the financial due diligence, assisting with the legal aspects of the transaction finally followed by the fundraising in view of financing the deal. Quentin le Bussy, shareholder BDO played an important role as they quickly identified key issues on a financial, commercial and human capital level. I especially appreciated their dual focus on both historical figures and future developments and, as a young entrepreneur, I experienced the fast and to the point advice and the pinpointed legal assistance as indispensable throughout the entire process. Assistance in the sale of the shares of Stûv BDO Corporate Finance assisted Mr. Lafontaine in the sale of his shares in the Stûv group to his partner and cofounder. BDO advised and accompanied Mr. Lafontaine throughout the entire transaction. Stûv is a major manufacturer of woodstoves in Belgium and Europe. Its production site is located in the region of Namur and the company produces annually 15,000 stoves representing a turnover of approximately 25m in Benoît Lafontaine, former shareholder and co-founder The interests of the shareholders were fundamentally opposed, as my partner wanted to buy and I was selling my shares! We had one thing in common: the desire to guarantee, whatever it takes, the continuity of our company. The transaction being of an important consideration was brilliantly assisted by BDO and they tackled this paradox view intelligently, for which I am very grateful to them

8 7 VALUATION IFRS 3 Purchase Price Allocation for the listed French company Orchestra-Prémaman BDO played a key role throughout the whole acquisition process of Prémaman by Orchestra-Kazibao, a French listed retailer of kids and baby clothes. BDO Corporate Finance was initially appointed by Prémaman to perform the financial vendor due diligence and upon acquisition of Prémaman by Orchestra early 2013, Orchestra assigned our Valuation team to carry out the Purchase Price Allocation exercise as required under IFRS 3. Next to the valuation of the tangible assets of Prémaman, this project included the valuation of intangible assets such as brands, customer lists and contracts. This case clearly demonstrates the long term and close relationship we strive to develop with our clients, even after shareholdings have been transferred. Valuation of the Intellectual Property of Alpha Technologies, a subsidiary of an international group active in the power technology BDO performed the valuation of the Intellectual Property of Alpha Technologies, in the context of its intended sales process. The scope of this mission included the valuation of amongst others patented and unpatented technology as well as trade contracts. More specifically, BDO adopted the income-based valuation approaches «relief from royalty» and «excess earnings». Alpha Technologies is a subsidiary of the Alpha Group, an international group active in power technology. The company designs, develops and manufactures standard and custom power conversion solutions, providing companies in the telecoms, traffic, industrial applications and medical segments all over the world.

9 TRANSACTION SERVICES International financial & tax due diligence services Maselis BDO assisted Maselis in two international Due Diligence assignments including financial, Corporate Income Tax, VAT and pension services. Our swift responsiveness and straightforward communication highlighted the deal breakers in an early phase of the process and enabled management to re-negotiate the terms and conditions of the transaction. As the first transaction was aborted, we performed similar services in respect of a new target. In the meantime, the deal has been closed to expand further geographically and increase its production capacity. Kris Matten, CFO Maselis For us, it was the first time that we worked together with BDO Corporate Finance to assist in two major take-overs. All team members were very motivated and experienced and we appreciated very much the flexibility of the team. The due diligence reports and final conclusions were very important to finalize the transactions. Vendor due diligence services for Laboratoire Dr. Collard Our Transaction Services team performed the vendor due diligence for Laboratoire Dr. Collard with a particular focus on presenting a sustainable EBITDA taken into account future synergies. This intricate exercise was successfully completed as a result of a strong collaboration between BDO and the management of the company and enabled the vendor to substantially maximize the transaction value. Laboratoire Dr. Collard has been integrated into the German Synlab Group, a leading European provider of laboratory diagnostic services owned in majority by the Private Equity firm BC s. Jean Collard, shareholder of Laboratoie Dr. Collard An outstanding professional work thanks to a dedicated team that demonstrated great flexibility and availability of which in particular the partner in charge. Their report adequatly underlined the key parameters and value drivers of the business; this report was a key element in the entire transaction process. 8

10 9 BUSINESS MODELING Reporting tool & operational financial model for Sport in Vlaanderen, a special purpose company BDO has transformed the initial bid model for a Public Private ship (PPP) for 9 sports halls into an operational financial tool. The figures at financial close are compared to accounting inputs and used to reforecast the business plan and generate KPI s to the Board of Directors and monitoring of banking covenants. For the model set up, BDO has worked along the FAST set of rules for standardization of financial model spreadsheets. The SPV Sport in Vlaanderen (SiV ), is owned by Democo, Denys and PMV and has won a tender to build 9 sports halls for 8 communities. SiV designs, builds (delivered in August 2013), finances and maintains these sports halls during a period of 30 years. Long term finance through a 30m loan facility was provided by KBC. Cofely, Demtech and Denys Support will be responsible for regular maintenance and replacement investments. PPP modeling for Fides Capital Group Our team supported Fides Capital Group (FCG) with the set-up of a PPP model which allows them to assess the effects on the financial structure and financing needs of investments in various SPV s. FCG is a leading infrastructure investment fund within the Belgian and Dutch markets for small and mid-sized real estate linked Public Private ships (PPP). As an independent Real Estate Investment Company, FCG aims at uniting Private and Institutional investors, private constructors and public authorities, for the good of public infrastructure.

11 10 FINANCING Assistance with the optimization and decrease of bank guarantees (anonymous) In view of a group restructuring, our client realized that his existing securities blocked the entire transaction as his financing capacity could not be increased. BDO was engaged to assess the situation and analyze the current financing structure and future financing needs. From the start, we identified that the current securities were excessive in comparison with the outstanding loans and proposed our client to renegotiate the current collaterals. BDO drafted up a financing memorandum and succeeded in decreasing the pledged securities to the extent that the company could increase its credit lines and could proceed with the intended restructuring. Financing and tax structuring in respect of the MBO of Welcome Travel In respect of an MBO in the Leisure & Hospitality sector, we assisted the buyer with the preparation, filing and negotiating of the financing of the intended share deal. Furthermore, our colleagues of Tax & Legal were also involved to optimize the tax structure of the deal for both the vendor and the buyer. Thanks to this multidisciplinary approach, we reached an exceptional win-win situation, highly appreciated by both parties.

12 11 INTERIM MANAGEMENT MANAGEMENT POSITIONS EXECUTIVE OPERATIONAL POSITIONS SUPPORT IN CHANGE PROCESSES CEO, FINANCIAL, HR OR SUPPLY CHAIN QUALITY MONITORING BY BDO INDEPENDENT INTERIM MANAGER SUPPORT OF BDO EXPERTS Team members PIERRE JACQUET DIDIER LEON Senior manager

13 INTERIM MANAGEMENT International project manager for Cisbio Bioassays, subsidiary of IBA group Cisbio Bioassays, a subsidiary of the IBA group, asked BDO to find a profile to manage an international restructuring project: Diagnosis of the situation of the French subsidiary Defining dashboards to improve financial management and internal control Implementing a (cash flow) reporting for local and group management Performing the function of CFO Realizing the carve out of the Chinese Cisbio activity Berthold Baldus, CEO of Cisbio Bioassays The interim manager completed his assignment with success. His analytical and communicative skills combined with a rapid integration within our structure enabled him to achieve and even outperform the objectives set forth by the IBA group. During our 15 months collaboration, we especially enjoyed his human, managerial and professional qualities which allowed us to develop an effective management team and to further develop our business. Project manager for a major public hospital CHU Ambroise Paré engaged BDO Interim Management to search for a project manager to reinforce its infrastructure team. The hospital CHU Ambroise Paré was involved in the construction of a new building that will double the existing surface of the Hospital. The BDO Interim Manager was recruited to coordinate and manage the construction and relocation project. Stéphane Olivier, Directeur Général Adjoint Beyond our expectations, BDO submitted a candidate less than a week after we decided to look for an interim manager. When we received the candidate s CV, we were impressed to find out that he possessed all the required skills and more. BDO enabled a smooth integration of the interim manager in our organization and conducted a pro-active and flexible follow-up. A few months later, the interim manager had reached the objectives and strongly contributed to the success of our ambitious project. 12

14 13 MANAGEMENT ADVISORY EFFICIENCY MEASURING QUALITY CONTROL AND ENHANCEMENT CHANGE MANAGEMENT ORGANISATIONAL RISK MANAGEMENT HUMAN CAPITAL HR TOOLS Team members JOHAN DE COOMAN THOMAS BOSSUYT MICHAEL TACK KLAARTJE HUYGE Senior Advisor KOEN DEFAUW PIERRE LACROIX MANDUS FAINGNAERT CHLOE TUTELEERS PHILIPPE BUYSENS BRECHT DE ROUCK ANNEMIE BOGHAERT EVA KRAUSE SEBASTIEN LEROY MARIEKE KNOCKAERT MAARTEN ANDRIESSEN MICHEL TEFNIN FRANK DE SMET TAKKIE MARICHAEL Senior Advisor FAUVE DELCOUR SOPHIE BECKERS KJELD FORT

15 14 MANAGEMENT ADVISORY Process optimization for Bio Base Europe Bio Base Europe is Europe s first open innovation and education center for the Biobased economy. In order to prepare Bio Base Europe for future endeavors and to meet the expectations of the government, a compliance project was set up. The project is a perfect example of our multidisciplinary approach resulting in added value for Bio Base Europe: the statutes compliance with local regulations was verified by our legal advisors and adapted accordingly. Furthermore, BDO Management Advisory improved the internal decision processes of the company. Professor Soetaert, director of Bio Base My experience can easily be summarized in one sentence: we are happy to collaborate with BDO for their no-nonsense approach! Development of a 360 feedback reporting tool and assessment of executives for BNP Paribas Fortis The Management Advisory team developed an online reporting tool to perform a 360 feedback screening. Next to this, our team organized and managed the interviews and developed a specific reporting tool following the specific demands of BNP. Furthermore, BDO screened more than 300 executives within various executive and leadership functions both on commercial and management levels. The screening was performed by means of a tailor made assessment tool.

16 A SAMPLE OF OTHER SATISFIED CUSTOMERS 15

17 BDO PEOPLE ARE PASSIONATE ABOUT DELIVERING EXCEPTIONAL CLIENT SERVICE 1 ANTWERP BRUSSELS AIRPORT BRUSSELS CENTRE GHENT HASSELT LA HULPE LIÈGE NAMUR ROESELARE PERSONAL PASSIONATE PROFESSIONAL PRAGMATIC This document contains information that is commercially sensitive to BDO, which is being disclosed to you in confidence and is not to be disclosed to any third party without the written consent of BDO. Client names and statistics quoted in this document include clients of BDO and BDO International. BDO International is a world wide network of public accounting firms, called BDO Member Firms. Each BDO Member Firm is an independent legal entity in its own country. The network is coordinated by BDO Global Coordination B.V., incorporated in the Netherlands with its statutory seat in Eindhoven (trade register registration number ) and with an office at Boulevard de la Woluwe 60, 1200 Brussels, Belgium, where the International Executive Office is located. Copyright 2013 BDO All rights reserved.