News-Kategorie: Deals

Berlin — The Cana­dian tele­com­mu­ni­ca­ti­ons company TELUS Inter­na­tio­nal (TELUS) is acqui­ring the outsour­cing service provi­der Compe­tence Call Center (CCC). The sellers are the invest­ment company Ardian and other share­hol­ders. The closing of the tran­sac­tion is still subject to custo­mary regu­la­tory appr­ovals and is expec­ted to take place early in the first quar­ter of 2020. P+P Pöllath + Part­ners provi­ded tax advice to TELUS in connec­tion with the transaction.

With more than 8,500 employees at 22 loca­ti­ons in 11 count­ries, Berlin-based CCC is one of the largest provi­ders of busi­ness process outsour­cing in Europe. The company specia­li­zes in busi­ness process outsour­cing and pre- and after-sale solu­ti­ons, as well as the imple­men­ta­tion and execu­tion of digi­tal commu­ni­ca­tion chan­nels. It was foun­ded in 1998 as a call center and now counts compa­nies from the tourism, trans­port and tele­com­mu­ni­ca­ti­ons indus­tries among its custo­mers, as well as energy suppli­ers, media provi­ders and finan­cial institutions.

TELUS Inter­na­tio­nal, a subsi­diary of Vancou­ver-based TELUS Corpo­ra­tion, is an IT services provi­der that designs and imple­ments digi­tal solu­ti­ons for the Inte­gra­ted Digi­tal Expe­ri­ence and Custo­mer Experience.

P+P Pöllath + Part­ners advi­sed TELUS with the follo­wing Frank­furt team:
Dr. Pia Dorf­muel­ler (Part­ner, Lead Part­ner, Tax Law)
Dr. Marco Otten­wäl­der (Coun­sel, Tax Law)
Stefan Wein­ber­ger (Asso­ciate, Tax Law)

Florence — Deda­lus Group, a company majo­rity-owned by Ardian and active inter­na­tio­nally in the clini­cal health­care soft­ware sector, announ­ces today that it has submit­ted a firm offer and ente­red into exclu­sive nego­tia­ti­ons to acquire part of Agfa-Gevaert’s health­care soft­ware busi­ness (the “Busi­ness”).

The Busi­ness, which gene­ra­tes around 260 million euros of reve­nues, consists of the Health­care Infor­ma­tion Solu­ti­ons and Inte­gra­ted Care acti­vi­ties, as well as the Imaging IT acti­vi­ties to the extent that these acti­vi­ties are tightly inte­gra­ted into the Health­care Infor­ma­tion Solu­ti­ons acti­vi­ties. This is the case mainly in the DACH region, France and Brazil.

With a total turno­ver of 470 million euros, the tran­sac­tion would create the Euro­pean leader in the health­care soft­ware sector with a focus on the hospi­tal segment. The combi­ned group would have a presence in over 30 count­ries and would hold a leader­ship posi­tion in Italy, Germany and France.

“The acqui­si­tion would give an important boost to the Euro­pean conso­li­da­tion of the hospi­tal soft­ware sector” — says Gior­gio Moretti, Chair­man of Deda­lus Holding. “The need to have a Euro­pean opera­tor in a sector with very high R&D invest­ments is a guaran­tee for the entire Euro­pean health­care system to be able to count on products and tech­no­lo­gies that have now become essen­tial to reduce clini­cal risk, increase the quality of care and service to the pati­ent and opti­mize the growing costs for taxpay­ers, due to the many factors that are putting the budgets of all count­ries under finan­cial stress. It would be a tran­sac­tion that would create the pan-Euro­pean leader in the health­care soft­ware sector and with a focus in the three largest count­ries of conti­nen­tal Europe. The group would have about 3,500 employees and the compe­ten­ces to deve­lop an inno­va­tive plat­form of products for an indus­try which needs to improve effi­ci­ency and inte­gra­ted solutions”.

“We inves­ted in Deda­lus in 2016 to acce­le­rate the growth of the company in Europe start­ing from France, since we knew that the group had all the charac­te­ristics to be able to compete successfully in its sector on a global scale,” decla­res Yann Chare­ton, Mana­ging Direc­tor of Ardian Buyout in Italy. “Deda­lus’ role in the conso­li­da­tion process of the clini­cal soft­ware indus­try in Europe will enable the crea­tion of a player able to compete inter­na­tio­nally in a busi­ness, which is criti­cal for citi­zens and count­ries. This acqui­si­tion in the health­care tech­no­logy space under­pins ARDIAN’s stra­tegy to support tran­si­ti­ons of compa­nies into undis­pu­ted leaders in their respec­tive markets, widening their offe­ring and geogra­phic reach with trans­for­ma­tio­nal build-ups.”

Deda­lus — Advisors:
M&A Advi­sor: BNP Pari­bas, UBS, Banca IMI
Legal Advi­sor: Clif­ford Chance
Commer­cial Due Dili­gence: EY Parthe­non
Finan­cial, Tax, Opera­tio­nal Due Dili­gence: KPMG
Tech­no­logy Due Dili­gence: Tech Economy
Debt Advi­sory: Roth­schild

About Deda­lus
Foun­ded in 1990 in Florence, Deda­lus, with over 2,000 employees, of which 1,200 in Italy, 550 in France and teams in 25 count­ries, is an inter­na­tio­nal indus­trial group in the health­care soft­ware indus­try specia­li­zed in the segment of diagno­stic and clini­cal manage­ment solu­ti­ons (HCIS), GPs and Primary care manage­ment, Inter­ope­ra­bi­lity and Popu­la­tion health management.

In 2016, the Euro­pean Private Equity Fund ARDIAN acqui­red the 60% of the Deda­lus Group boos­ting its inter­na­tio­nal expan­sion and streng­thening the R&D acti­vi­ties, which is now compo­sed by more than 600 people.

Today, Deda­lus exploits the full func­tional coverage of all ICT needs of any health­care system, not limi­ted to hospi­tal systems, both public and private. In the last three years, Deda­lus has totally rene­wed its offe­ring, by addres­sing the state of art of para­digm in terms of tech­no­logy and func­tion­a­li­ties to anti­ci­pate the evolu­tion of the clini­cal prac­tice at the base of the change manage­ment of diffe­rent health­care system that in many count­ries are rethin­king their orga­niza­ti­ons. — With more than 130 million euros of reve­nues in Italy, more than 60 million euros in France and globally more than 210 million euros. Deda­lus is one of the leading global play­ers in the sector and holds a leading posi­tion in Europe. www.dedalus.eu

About Agfa-Gaevert
The Agfa-Gevaert Group deve­lops, manu­fac­tures and distri­bu­tes an exten­sive range of analo­gue and digi­tal imaging systems and IT solu­ti­ons, mainly for the prin­ting indus­try and the health­care sector, as well as for speci­fic indus­trial appli­ca­ti­ons. Agfa’s head­quar­ters and parent company are loca­ted in Mortsel, Belgium. — The Agfa-Gevaert Group achie­ved a turno­ver of 2,247 million euros in 2018. www.agfa.com

Frank­furt am Main/ Mark­grö­nin­gen — Kälte Eckert GmbH, a port­fo­lio company of VR Equi­typ­art­ner based in Mark­grö­nin­gen (Ludwigs­burg district), is acqui­ring a majo­rity stake in Günther Kälte­tech­nik in an add-on tran­sac­tion. The seller of the shares is Jörg Günther, previously sole share­hol­der and mana­ging direc­tor. He will remain on board unch­an­ged after the closing of the tran­sac­tion, and the company name will be contin­ued. With the acqui­si­tion, Kälte Eckert plans to drive growth, expand its service network and recruit quali­fied employees. In addi­tion, Günther Kälte­tech­nik has specia­li­zed know-how in the field of special plant engi­nee­ring. In the future, Kälte Eckert’s exper­tise in the field of natu­ral refri­ger­ants will help Günther Kälte­tech­nik to offer new products and services to exis­ting custo­mers and to tap into new custo­mer groups.

Günther Kälte­tech­nik, based in Plüder­hau­sen (Rems-Murr district), was foun­ded in 1965 and is a refri­ge­ra­tion plant manu­fac­tu­rer focu­sing on the cate­ring and food sector. With 15 employees, the company offers all services rela­ted to assem­bly and instal­la­tion as well as for service and main­ten­ance of refri­ge­ra­tion systems. At the same time, Günther Kälte­tech­nik has been on a strong growth course for years, with an annual growth rate of around 10 percent.

VR Equi­typ­art­ner had acqui­red a majo­rity stake in Kälte Eckert GmbH in August 2017 to support further growth as part of a plat­form stra­tegy. The long-estab­lished company, which was foun­ded in 1966 and has around 50 employees, is to act as a plat­form for further acqui­si­ti­ons in the dyna­mic refri­ge­ra­tion equip­ment market, which is domi­na­ted by medium-sized compa­nies. Kälte Eckert, run by brot­hers Michael and Holger Eckert, specia­li­zes in special plant engi­nee­ring for commer­cial refri­ge­ra­tion with a focus on commer­cial kitchens, indus­try and air condi­tio­ning. In addi­tion, the company is the nati­on­wide tech­no­logy leader in the field of alter­na­tive ecolo­gi­cal coolants. Custo­mers include major corpo­ra­ti­ons such as Daim­ler, UniCre­dit and LBBW.

Chris­tian Futter­lieb (photo), Mana­ging Direc­tor at VR Equi­typ­art­ner, says: “The invest­ment in Günther Kälte­tech­nik is a successful first step in consis­t­ently imple­men­ting our plat­form stra­tegy with Kälte Eckert. Toge­ther, we will further deve­lop the two compa­nies through know­ledge trans­fers and expand know-how in the areas of special plant engi­nee­ring and natu­ral refrigerants.”

Michael Eckert, Mana­ging Direc­tor of Kälte Eckertadds: “We are very plea­sed to be joining a part­ner whose culture and range of services are an excel­lent fit for us. Günther Kälte­tech­nik is charac­te­ri­zed by excel­lently trai­ned employees and loyal regu­lar custo­mers. On our growth course, we want to promote the employees and give long-term perspec­ti­ves in this exci­ting future market.”

Jörg Günther, Mana­ging Direc­tor of Günther Kälte­tech­nik, comm­ents: “Our part­ner­ship is a logi­cal step. Since the first cont­act with Mr. Eckert, a strong rela­ti­onship of mutual trust has deve­lo­ped. Toge­ther we can now offer a wider range of products and services. In addi­tion, we are expan­ding the service network as well as the coverage of on-call services, which will bene­fit all customers.”

VR Equi­typ­art­ner GmbH at a glance
VR Equi­typ­art­ner is one of the leading equity finan­ciers in Germany, Austria and Switz­er­land. The company supports medium-sized family busi­nesses in a goal-orien­ted manner and with deca­des of expe­ri­ence in the stra­te­gic solu­tion of complex finan­cing issues. Invest­ment oppor­tu­ni­ties include growth and expan­sion finan­cing, corpo­rate succes­sion or share­hol­der chan­ges. VR Equi­typ­art­ner offers majo­rity and mino­rity invest­ments as well as mezza­nine finan­cing. As a subsi­diary of DZ BANK, the central insti­tu­tion of the coope­ra­tive banks in Germany, VR Equi­typ­art­ner consis­t­ently puts the sustaina­bi­lity of corpo­rate deve­lo­p­ment ahead of short-term exit thin­king. VR Equitypartner’s port­fo­lio curr­ently compri­ses around 100 commit­ments with an invest­ment volume of EUR 500 million. www.vrep.de.

Refri­ge­ra­tion Eckert at a glance
Kälte Eckert GmbH specia­li­zes in special plant engi­nee­ring for commer­cial refri­ge­ra­tion with a focus on indus­trial kitchens, indus­trial refri­ge­ra­tion and air condi­tio­ning. In addi­tion, the company is the nati­on­wide tech­no­logy leader in the field of alter­na­tive ecolo­gi­cal coolants. Custo­mers include major corpo­ra­ti­ons such as Daim­ler, UniCre­dit and LBBW. Foun­ded in 1966 by Horst Eckert, the company is now mana­ged by his sons Michael Eckert and Holger Eckert.

Consul­ting firms invol­ved in the tran­sac­tion by VR Equitypartner:

Legal: HEUKING KÜHN LÜER WOJTEK, Stutt­gart, with Dr. Rainer Hersch­lein and Char­lotte Schmitt
Finan­cial & Tax: Helmer & Part­ner, Heiden­heim, with Dr. Rüdi­ger Frieß
M&A (Cold Eckert): BENTEN Capi­tal, Stutt­gart, with Ulrich Praßler

Frank­furt a.Main — The inter­na­tio­nal law firm Good­win has provi­ded legal and tax advice to Slate Asset Manage­ment L.P. on the acqui­si­tion of two addi­tio­nal food port­fo­lios in Germany. The port­fo­lios consist of a total of 37 super­mar­kets and retail parks in eleven German states with a leasable area of around 75,000 square meters. Slate is acqui­ring the port­fo­lios through its subsi­dia­ries in two asset deals. The purcha­ses are the seventh and eighth package purcha­ses in 2019.

Slate Asset Manage­ment L.P. is a leading real estate invest­ment plat­form with more than six billion CAD in assets under manage­ment. Since ente­ring the market in Decem­ber 2016, Slate has made 15 port­fo­lio acqui­si­ti­ons in Germany. The port­fo­lio under manage­ment in Germany now compri­ses 249 proper­ties with a gross leasable area of around 432,000 square meters. Tenants are predo­mi­nantly large food retail­ers such as Edeka, REWE, Lidl and Aldi.

Good­win has advi­sed Slate Asset Manage­ment on all tran­sac­tions in the German market over the past three years, with Frank­furt real estate part­ner Marc Bohne and senior asso­ciate Matthias Rüdt from Collen­berg as lead partners.

Advi­sor Slate Asset Manage­ment L.P.: Good­win, Frank­furt a.M.
Marc Bohne, Photo (Part­ner), Matthias Rüdt von Collen­berg (Senior Asso­ciate, both Lead, Real Estate), Heiko Penn­dorf (Part­ner, Tax), Martin Prokoph (Part­ner, Private Equity), Andreas Mallin (Coun­sel, Finance), Felix Krue­ger (Coun­sel, Tax), Chris­to­pher Jeschor (Asso­ciate) and Nicole Schlink (Senior Para­le­gal, both Real Estate)

Aschaf­fen­burg - Heuking Kühn Lüer Wojtek advi­sed the share­hol­ders of vtours on the sale to Hotel­plan Group. vtours GmbH in Aschaf­fen­burg and vtours inter­na­tio­nal AG in Switz­er­land will conti­nue to operate inde­pendently. The parties have agreed not to disc­lose the purchase price. The tran­sac­tion was comple­ted on Novem­ber 12, 2019.

The merger will enable vtours to expand not only in the DACH region, but also across Europe, and to bene­fit from shared tech­no­lo­gi­cal exper­tise. The appro­xi­m­ately 150 employees in Germany and Switz­er­land will be taken over. The office in Aschaf­fen­burg will be retai­ned, while the offices in Glatt­brugg, Switz­er­land, will be inte­gra­ted into the Hotel­plan Group headquarters.

vtours GmbH was foun­ded in 2004 and is one of the leading dyna­mic tour opera­tors in the German-spea­king region. The Swiss vtours inter­na­tio­nal AG was foun­ded in 2015 and is a sister company of vtours GmbH. Vtours offers package tours, city breaks and round trips. The tour operator’s port­fo­lio includes more than 7,000 hotels in 195 desti­na­ti­ons world­wide. The travel offers are distri­bu­ted via statio­nary travel agen­cies, Inter­net portals and the company’s website. The total annual turno­ver of vtours tour opera­tors is over EUR 400 million.

Advi­sor to vtours: Heuking Kühn Lüer Wojtek
Dr. Jörg aus der Fünten (Lead Part­ner, Corporate/M&A), Cologne
Dr. Marc Scheu­ne­mann, LL.M. (Tax Law), Düsseldorf
Dr. Rainer Velte (Anti­trust Law), Düsseldorf
Stefan Wester­heide, LL.M. oec (Corporate/M&A), Cologne
Beatrice Stange, LL.M. (anti­trust law), Düsseldorf
Prof. Dr. Martin Reufels (Labor Law), Cologne

Hamburg/ Berlin — Flick Gocke Schaum­burg advi­sed private equity inves­tor Lind­say Gold­berg on the sale of VDM Metals Holding GmbH to Acerinox, S.A.. The closing of the tran­sac­tion is still subject to the usual appr­oval by the anti­trust authorities.

With more than 1,900 employees, VDM Metals produ­ces nickel and nickel alloys, cobalt, zirco­nium and special stain­less steel, as well as semi-finis­hed alumi­num and copper products. In fiscal 2018/2019 the company achie­ved a sales volume of €1.1 billion and sold 43,000 tons of semi-finis­hed products and metals. The Werdohl-based company was part of Thyssenkrupp’s stain­less steel divi­sion until it was sold to Lind­say Gold­berg in 2015.

Acerinox, S.A., a listed company, is one of the world’s leading steel compa­nies. In 2018, Acerinox, S.A., with its appro­xi­m­ately 6,700 employees, produ­ced a produc­tion volume of more than 2.4 million tons of steel and gene­ra­ted EBITDA of 480 million euros on sales of more than 5 billion euros.

Lind­say Gold­berg is a U.S. private equity fund with appro­xi­m­ately $13 billion in fund size focu­sed on part­ne­ring with family offices, foun­ders and manage­ment teams looking to actively grow their busi­nesses. Lind­say Gold­berg is repre­sen­ted in Europe by Lind­say Gold­berg Vogel GmbH, Düsseldorf.

Advi­sor Lind­say Gold­berg: Flick Gocke Schaum­burg (Hamburg)
Dr. Fred Wendt, Chris­tian Zimmer­mann (both lead), Dr. Yorck Frese (all Corporate/ M&A); Dr. Chris­tian Pitzal (Tax Law); Dr. Tobias Nießen, Dr. Andreas Wirtz (both Labor Law, Bonn); Dr. Michael Wies­b­rock, Dr. Phil­ipp Schweit­zer (both Real Estate, Frankfurt)

About Flick Gocke Schaumburg
Flick Gocke Schaum­burg has more than 320 profes­sio­nals in Berlin, Bonn, Düssel­dorf, Frank­furt, Hamburg, Munich, Stutt­gart and Zurich, advi­sing corpo­rate groups and family busi­nesses, private clients, NPOs and the public sector on tax law, corpo­rate and commer­cial law, audi­ting and busi­ness valuation.