Founded in 2008, Graze’s purpose is to put excitement into healthy snacking, providing a range of snacking nuts, seeds, trail mixes and snack bars, with no artificial ingredients. Having started with a snack box delivery service, Graze is now a multichannel brand, with products available via retail stores, e-commerce and direct to consumer. With a broad portfolio of healthy snack products, Graze will accelerate Unilever’s presence in the fast-growing healthy snacking and out of home markets.

Joelson Law advised the management team of Graze on all aspects of the transaction including all arrangements with the existing selling shareholders and advice and assistance in connection with the negotiations with the Buyer. The Corporate team was led by Phil Hails-Smith (Corporate Partner) who was assisted by Associate Gayle Hawke. They were supported by the employment team at Joelson (including Partner Jennifer Maxwell-Harris) on the revised employment terms for certain team members as part of the transaction.

Phil Hails-Smith, Corporate Partner at Joelson, said:  “We are delighted to have advised Anthony and the team on this deal – it’s a key strategic step for Graze. Anthony and the team have found an excellent partner to assist them with their growth plans. Joelson’s Corporate team regularly advise on high-profile deals in the FMCG sector, and this deal shows that we continue to be seen as the ‘go to’ firm for entrepreneurs, founders and management teams in the space. We specialise in providing legal counsel to fast-growing healthy food companies, and this deal is a testament to the great results we achieve with clients in this sector.”

Anthony Fletcher, CEO at Graze, said: “Phil and the team at Joelson were instrumental in supporting us on all of the legal aspects of this deal – which is transformational for Graze as we look to grow and expand. Joelson’s reputation and expertise as a leading law firm in the FMCG sector led our decision to select them as legal advisers to represent myself and the team for this sale. The great result we have achieved supports that decision.”

"Avanxo shares our vision on how to deliver profound digital and cognitive transformations for the most demanding customers. With Avanxo, we'll broaden our transformation approach as we keep bringing our digital culture to optimise our customers' corporate processes", explains Martin Migoya, Globant CEO and Co-founder. "We have found an amazing team that complements our model, and we are confident that this acquisition will help us propel our positioning as leaders in the digital and cognitive arena."

"With Avanxo, we are expanding our service offering along with the key partnerships Avanxo holds with Salesforce, Amazon Web Services, Google and Informatica", added Martín Umaran, Globant Chief of Staff and Co-founder.

Avanxo pioneered the Cloud System Integration market in Latin America and received widespread recognition for its expertise and ability to drive customer success. Avanxo was recognised as a most valuable partner and became the first independent Platinum Consulting Partner of Salesforce in Latin America. The company is an Advanced Consulting and MSP Certified Partner of Amazon Web Services, and has consistently been recognised by leading publications such as Talkin' Cloud, CIO Review, CIO Application, Forrester Research and others. The company has 310 IT professionals exceptionally skilled in cloud capabilities and working for renowned brands such as ABInBev, Sulamerica, Ecopetrol, Sika, Allianz, Terpel, Samsung, La Meridional, Audi Argentina, Sodimac and many others.

Diego Maldonado, Avanxo Founder and CEO, said: "We are thrilled to become part of the Globant team. Globant is a premier leader in digital and cognitive transformations, recognised worldwide for its ability to incorporate cloud into its deliverables to enhance customer experience and success. Globant shares our core values focused on talent development, employee satisfaction, close alignment with our partners, and customer success. By joining Globant, we will be able to broadly expand our capabilities and provide a vehicle for growth for our employees and our partners."

E.CF was advised by Giuseppe Calabi, Riccardo Di Santo and Paolo Bresciani from CBM & Partners and Deloitte. CHS was assisted by CastaldiPartners, with Gaspare Dori, Nicola Romano and Lisa-Alice Julien working on the deal.

Nikos Koulouras, AEW’s Co-Head of Investments, says: “This acquisition provides our client with access to a high-quality investment that provides scope for value creation through active asset management. These historic buildings are in a prime location in a city which boasts a growing economy and has recorded strong retail sales, underpinning the future opportunity for these assets. We retain a strong interest in the Hungarian real estate market, which continues to offer attractive investment opportunities, and are committed to broadening our wider portfolio in this market.”

Lars-Henning Pylla, Fund Manager at AEW, says: “Andrássy Avenue is one of Budapest’s most iconic streets and this transaction presents a rare opportunity to acquire two properties with historic significance. The high profile location of these properties and its desirability to tenants were compelling attributes for this mandate’s first acquisition in Hungary and we are pleased to add another CEE growth market to this portfolio.”

AEW was advised by Oppenheim and Savills/Wigan Acquisitions. Oppenheim acted as legal adviser to AEW, with Partner Mark Pinter MRICS, Senior Associate Janos Fodor and Associates Judit Haraszti and Kata Szanto.

Antelliq will be a wholly owned and separately operated subsidiary within the Merck Animal Health Division. Merck will make a cash payment of approximately €2.1 billion to acquire all outstanding shares of Antelliq and will assume Antelliq’s debt of €1.15 billion, which it intends to repay shortly after the closing of the acquisition.

Antelliq is a leader in digital animal identification, traceability and monitoring solutions, the fastest growing part of the animal health industry, with €360 million in sales in the 12-month period ending 30
September 2018. These solutions help veterinarians, farmers and pet owners gather critical data to improve management, health and wellbeing of livestock and pets. The increasing use of digital technology in animal agriculture is driven by the growing demand for protein, food traceability and food safety. Identification and monitoring technologies will help optimise disease prediction and treatment and this acquisition will provide Merck Animal Health with a large, established customer base in both areas.

The closing of the transaction is subject to clearance by antitrust and competition law authorities and other customary closing conditions and is expected to close in the second quarter of 2019. Merck was represented by Barclays and Centerview Partners and Antelliq was represented by Goldman Sachs International, BCG and Rothschild & Co.

Q&A - Jerome Herve, Boston Consulting Group

Please tell us about your involvement in the deal.

BCG did the VDD (Vendor Due Diligence) for BC Partners and Antelliq. We knew the asset from the previous transaction in 2013 and we were amazed by the digital transformation achieved in five years. The company went from a leader in traditional livestock identification tags (e.g. the plastic tags in cows’ ears), to a fully-fledged data management company. This was enabled by the acquisition of an Israeli startup, and the development deployment of a “big data” smart monitoring system. We, therefore, applied the traditional VDD framework (voice-of-the-market, competitive dynamics, etc) to confirm the strength of the historical business, and conducted a digital sprint with our Digital Ventures division to explore use cases which could demonstrate the monetisation potential of the unique data lake Antelliq has built by monitoring millions of cows. We proved that the company had created the condition for what we call “vertical growth”. This contributed to fierce competition between blue-chip buyers, organised by Rothschild and Goldman Sachs, which concluded with MSD acquiring the company for $3.8b.

How does this deal reflect the future of the M&A scope for 2019?

We believe that 90% of the portfolio companies of PE firms have huge digital potential. We anticipate two types of situations: deals sold at suboptimal multiples (or broken) because of lack of digital maturity, and deals reaching highly attractive valuation multiples like Antelliq, because they have successfully transformed and can demonstrate avenues to super high growth by exploiting their traditional assets (brands, products, customer base etc.) in a digital way.

What challenges arose? How did you navigate them?

The challenge is time: with more time Antelliq could have further developed more innovative use cases and maybe reached even higher valuation. $3.8b is already a great performance for the sellers, and it is wise to leave some nuggets for the buyer. MSD will provide a great platform for Antelliq to pursue this fantastic journey.

The acquisition combines Somos' deep experience as a trusted number administrator with a team of forward-thinking innovators to accelerate Somos' development of new products and services. By adding 10X People's experienced software development and consulting team, Somos will enhance its focus on providing advanced, customer-focused solutions to the industry. 10X People will continue offering numbering and inventory solutions to the telecommunications and fraud prevention industries.

"10X People has a strong reputation for innovation and high-quality development in the telecommunications industry", stated Gina Perini, President and Chief Executive Officer of Somos. "We have worked closely with 10X People for many years and are thrilled to add 10X People's software development and consulting staff to our growing team."

"10X People and Somos share a vision and culture that stands for excellence", commented Lisa Marie Maxson, Managing Partner of 10X People. "The acquisition is an amazing opportunity for members of our team to contribute to major initiatives that will help advance the telecommunications industry."

GTC Law Group PC represented Somos Inc., with Managing Shareholder Lisa Trainor and Associate Veronica Louie leading the transaction.

Founded in 1996, Rameder is today Europe’s leading distributor of towbars, bike carriers and roof racks. Based in the German town of Leutenberg and with offices in Ingolstadt (DE), Lille (FR) and Prague (CZ), the 200 employees at Rameder manage online shops in over ten countries (including kupplung.de in Germany), selling around 300,000 towbars each year throughout Europe.

After two decades of successfully investing in Scandinavia, in early 2018 FSN Capital Partners, acting as investment adviser to the FSN Capital Funds, opened an office in Munich and hired a team of professionals to advise the FSN Capital Funds on investments in the DACH region. The team, led by Partners Robin Mürer, Justin Kent and Patrice Jabet, focuses on growth-oriented, mid-sized companies that have a strong value proposition and a clear market-leading position, where the FSN Funds see a clear potential to support management teams to achieve their growth strategies by providing both capital and know-how. The FSN team will seek to support FSN Capital V and Rameder’s management to achieve its strategic goals to boost turnover further in the core markets of Germany and Austria, expand its assembly network, and foster greater international growth by way of acquisitions and strategic partnerships.

The team at FSN Capital Partners responsible for advising on the transaction is composed of Justin Kent, Eskil Koffeld and Clemens Plainer. FSN Capital V was also advised by Hengeler Mueller (legal), Bain (commercial), Alvarez & Marsal (financial), PwC (tax & ESG), eccelerate (e-commerce), JLT (insurance), capitalmind (debt advisory) and mcf (M&A).

Q&A – Bastian Latt, Associate Partner – eccelerate

Can you tell us about eccelerate’s involvement in the transaction?

The Munich team of FSN Capital tasked eccelerate with the digital due diligence, part of the commercial due diligence.

What was your specific role?

Our approach to digital due diligence focuses on the key operational performance metrics of companies with a digital business model – i.e. companies that sell their products or services via online distribution channels.

Similar to other digital DDs, for Rameder, we answered how well the company is operating along the sales-marketing funnel. Questions included:

• How effective is the target at getting traffic to its website? Where is traffic coming from?
• How successful is Rameder at converting prospects (i.e. traffic on the site) to buyers? Does the customer experience need improvement and what are the specific areas that need improving?
• How are customers engaged post-purchase? How does the company stay relevant and up- or cross-sell products? To what degree – if any – are interactions with customers personalised based on their past behaviour?
• What are the potentials across all of these dimensions and what prevents the target from tapping into these?

In this and other cases, we also look at back-end topics such as: What is the current IT setup? How reliable and scalable is the infrastructure? How is development organised?

Why is digital due diligence so important?

We think that when considering an acquisition of a digital target, it is fundamental to understand the core value generating elements of the firm. A classic commercial due diligence often does not go deep enough. This is often because consultancies do not have the required operational know-how on the advisory team to take a detailed look at for example a Google Ads account and determine how well the target is doing search engine advertising. However, for many digital companies, this is their fundamental growth and revenue driver and one needs to understand it properly to determine if and by how much a target can grow. Additionally, many targets we see are at a stage where they have had healthy growth to date, however, it quickly becomes obvious that to grow further and to scale to, let’s say additional geographies, a far greater digital or e-commerce professionalisation is necessary.

That’s why we recommend all investors to integrate digital due diligence as part of their commercial evaluation.

Based in Mariano Comense, Image S is the Italian leader and second biggest player in Europe in the distribution of machine vision and imaging products, with an extensive portfolio of technologies, products and customers. Image S’s customers are Italian leaders in their specific market segments, generally characterised by high share of export revenues. The company is run by an experienced management team led by the founders Milena Longoni, Marco Diani and Paolo Longoni, who will remain shareholders and managers following the acquisition by Ambienta. The team will be complemented by Fabrizio Ricchetti, who will become the CEO of Next Imaging and will focus on growing the business further, both organically and through acquisitions.

Machine vision systems are strong drivers of efficiency improvements within numerous vertical markets, thereby delivering substantial environmental benefits. These systems determine for a wide range of industrial applications increased production yields, reduced production scraps (waste) and, therefore, improved resource efficiency and reduction in pollution. The imaging market is rapidly growing, driven by the fundamental trends of Industry 4.0 and smart factories, and by the proliferation of specialty imaging applications in both industrial and non-industrial environments.

Ambienta has deep knowledge of the market thanks to Lakesight Technologies, a buy-and-build project aimed at consolidating producers of machine vision products. Lakesight started with a small Italian acquisition in 2012, which was followed by acquiring two German companies over the next 5 years. Ambienta sold Lakesight in 2018 to TKH Group with the company seeing a 4x increase in turnover, delivering a 10x return to Ambienta.

Polaris Infrastructure Inc. (TSX:PIF), a Toronto-based company engaged in the operation, acquisition and development of renewable energy projects in Latin America, has closed the acquisition of 100% of the issued and outstanding shares of Union Energy Group Corp. (UEG). UEG is an owner and developer of run-of-river hydro projects located in Peru.

As part of the UEG acquisition, Polaris Infrastructure has acquired the following assets:

• Canchayllo – a single 5 MW project in operation since 2015 ("Canchayllo");
• Generación Andina – two projects in the late stages of construction totalling 28 MW of generating capacity ("Generación Andina projects");
• Karpa – a single 20 MW project with a power purchase agreement ("PPA") in place ("Karpa");
• Portfolio of early stage development projects aggregating to approximately 189 MW.

Becker Glynn advised on certain aspects of the transaction, doing work related to restructuring an existing financing of a UEG subsidiary involved in the Generación Andina projects. The firm acted as New York international transaction counsel to Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”) and DEG - Deutsche Investitions-und Entwicklungsgesellschaft mbH (together with FMO, the "Lenders") as Agent in connection with financing that the Lenders had extended in 2015 to Generación Andina S.A.C. - a project company controlled by UEG (the “Financing”).

In connection with the Polaris acquisition, the firm continued to represent FMO and DEG regarding the Financing and assisted with the negotiation and documentation of the restructuring of the Financing. The team consisted of Partner Peter Hosinski and Counsel Andrea Marquez-Bottome, with assistance from Foreign Associate Eduardo Kappel and Associate Matias Sueldo.

EFESO Consulting, Eurazeo PME and Argos Wityu have announced the signing of an agreement for the acquisition of EFESO Consulting by Eurazeo PME, alongside management. Eurazeo PME will hold approximately 70% of the capital. The transaction is expected to close in January 2019, after the release from suspensive conditions and approval from competition authorities. Eurazeo PME’s investment will total approximately €56M, including equity and quasi-equity instruments.

The shared ambition of Eurazeo PME and the management team is to accelerate the growth of EFESO Consulting by reinforcing the company’s positioning as the world-leading specialist in operational excellence consulting, particularly through accretive acquisitions and by deploying its renewed digital offering. For the execution of this strategy, EFESO Consulting will have full access to Eurazeo PME’s international network, which includes Eurazeo’s offices in the US, China, and Brazil; international partnerships, most notably in Germany; and corporate functions (including for acquisition integration, digital, Corporate and Social Responsibility).

Luca Lecchi and Bruno Machiels will become Co-CEOs of EFESO Consulting. Filippo Mantegazza, Founder and President who has led the Group for thirty years, will continue to actively accompany EFESO Consulting and will become a member of the supervisory board.

Neovian Partners conducted business due diligence for Efeso Consulting, which included classic commercial due diligence (Patrick Richer), HR/Leadership due diligence (Annick Kervella) and IT due diligence (Patrick Richer).

Q&A - Patrick Richer & Annick Kervella

Can you tell us about Neovian Partners’ involvement in the transaction?

Neovian Partners was able to offer four of our offers to provide a bespoke solution to Eurazeo PME. In our due diligence we carried out a commercial due diligence, a screening of potential build up opportunities, a technological due diligence of EFESO’s digital solution (code, architecture, scalability, security etc.) and an HR/Talent Management due diligence.

What was your specific role?

Patrick Richer managed the commercial due diligence, the screening and the technological due diligence and Annick Kervella managed the HR/Talent Management due diligence.

What were some of the key challenges that you were faced with and how did you overcome them?

The auction was very competitive and the timeframe was very limited, so time management was one of the key success factors on this one. We qualified 58 acquisition targets for EFESO, on a worldwide basis and ran three Expert Sessions with our client and EFESO’s management (Talent Management, Digital, and M&A) on top of our market analysis.

Healthcare-focused GP ArchiMed has acquired French biotechnology laboratory Clean Cells from Sodero Gestion.

Over the past three years, Clean Cells has experienced substantial growth in its original core business segments and made a successful launch as CDMO in the phage therapy sector. ArchiMed has joined the capital of Clean Cells to help drive the company’s growth strategy in its core business areas and to strengthen its investment capacity. ArchiMed is buying out family members and other long-standing shareholders, including T.O.D. Finances and Sodero Gestion.ArchiMed is the first independent, Pan-European private equity group focused on healthcare SMEs. The group is continuing to invest in the biopharmaceutical production and development field, following its investments in Deallus Consulting, Polyplus-transfection and Provepharm Life Solutions. ArchiMed and two of the Founders of Clean Cells are joining forces to roll out an ambitious strategy to strengthen the company’s market position in biosafety testing and cell and virus seed banking at an international level, and to develop the phage therapy CDMO activity. A new pharmaceutical production site will be operational in 2020 to address the growing number of projects.

To complete this transaction, Clean Cells was advised by financial advisory firm Advolis and law firm Oratio. For its due diligence, ArchiMed was assisted by Mazars (Financial, Tax, Social), Lamartine (Legal), Larka (Commercial, Quality & Regulatory), Becker (Intellectual Property), and SOGEDEV (CIR).

Adviser Interview - Pierre-Anthony Brioir, Director at Larka

What was Larka’s role in the transaction?

Larka performed the strategic due diligence and advised ArchiMed on all relevant strategic, commercial and technological aspects of the transaction. In addition, Larka performed the quality and regulatory due diligences.

The Pharma & BioTech industry is so complex. Why do investment firms choose Larka to support them?

I think the answer is in the question. They choose Larka because the BioPharma industry is – increasingly – complex. The supply chain is very fragmented, the value chain is highly complex. Quality systems and Regulatory environment are very demanding. R&D and Manufacturing processes are more and more specialised. In the meantime, the industry is changing dramatically, from established, large-volume products to innovative, personalised therapies, along with a challenging socioeconomic environment. So, in the end, it makes the whole decision-making process complex, while Larka makes it simple, clear,  and easily understandable.

How do you make it simple?

To answer this question, we should look at Larka’s origins.Larka was founded in 1993 by an industrial pharmacist and is exclusively dedicated to Pharma & BioTech industry since then. At that time, our services was focused on ‘Industry’ consulting, addressing all scientific, technical and industrial challenges related to Bio/Pharmaceutical products and covering the whole value chain – which involves a wide variety of Contract Services Providers such as CROs, CDMOs or CMOs.In 2003, Larka launched its Strategy division to complete and expand its offerings. Combining corporate strategy and M&A with a deep knowledge of all scientific and technical aspects of the industry quickly made us very relevant and successful, especially when compared to non-specialised consulting firms.Therefore, I believe that it’s our industry DNA combined with high value-creation strategic advisory that allow Larka to make our clients’ decision-making processes simple and digestible.

Could we say that Larka is a recent player in the Private Equity landscape?

We are. Larka was approached by PE firms for the first time in 2010, but at that time, we only had an opportunistic approach of M&A assignments for financial players. It was only in 2015 – after being successful in offering insightful and didactic due diligences, sell/buy-side – that we decided to be ‘commercially’ proactive towards PE firms. This division has been skyrocketing since then.

So, what is next for Larka?

We recently introduced M&A advisory services, which, when combined with our knowledge of the BioPharma industry and its most relevant buyers, positions us as the right partner to support sellers in their exit or funding strategy.

Saber Serviços Educacionais S.A., operating as a subsidiary of Kroton Educacional S.A., has finalised the acquisition of Lato Sensu College. Based in Brazil, Kroton Educacional S.A. is the largest private educational company in the world.

Lobo & de Rizzo Advogados advised Saber Serviços Educacionais S.A. and Kroton Educacional S.A. with a team including Rodrigo Millar de Castro Guerra, Marco La Rosa de Almeida, Guilherme Henke Menegassi, Franklin Gomes Filho and Joice Nogueira Dolse.

Velloza Advogados advised Lato Sensu College, with Cesar Amendolara, Camilla Sisti, Marilia Poletti and Clarissa G. Cardin.