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CARVE-OUT AND CROSS-BORDER M&A

Felix Frohn-Bernau, Chief Executive Officer of Palero Capital; Heather Morawski, Director and Senior Legal Counsel – Mergers & Acquisitions, Corporate Governance, Robert Bosch; Brendan O’Connor, Assistant General Counsel – Mergers & Acquisitions, Assistant Secretary of Honeywell International; Mario Sabljo, Principal, Paragon Partners; and Eberhard von Strenge, Member of the Executive Board of Nord Holding, together with panel head Friederich von Hurter, Partner Delivering Deal Value of PwC discussed Carve-Out and Cross-Border M&A.

To begin with, the panellists agreed that during a carve-out process, the crucial aspect is time. The longer the carve-out process takes, the more aspects are revealed to the buyer and the less leverage the seller maintains. The peculiarity of carve-out transactions lies in the fact that a lot of aspects—in opposition to stand-alone companies—remain unknown, considerably reducing the due diligence process. Therefore, the task of the buyer is to obtain as much information as possible within the short time and with the limited sources left.

The panel agreed that in order to reach a reliable valuation, the buyer must identify the key drivers of the company through the due diligence process. It often cannot be avoided that certain aspects end up being overestimated, while others are underestimated. In the end, balance is the solution.

The panellists agreed that a transitional service agreement (TSA) is a crucial part of a successful carve-out process. The complexity of this TSA has to be accepted in order to assure that the seller provides all services the buyer is not able to provide.

Throughout the entire process, communication between the seller and buyer side is of utmost importance. In order to perfect this communication, the teams working on the carve-out must be chosen carefully and be able to work well together. This led the panel to discuss communication strategies, ranging from one big team to a group of small teams.

Chaired by
Friedrich von Hurter,
PwC

From left to right: Felix Frohn-Bernau, Palero Capital; Heather Morawski, Robert Bosch; Brendan O‘Connor, Honeywell International; Mario Sabljo, Paragon Partners; Eberhard von Strenge, Nord Holding; Friederich von Hurter, PwC
CASE STUDY: TAKE OVER OF FRIWO AG

Richard G. Ramsauer, Managing Partner at VTC Industriebeteiligungen and Rolf Schwirz, Chief Ex-ecutive Officer at FRIWO AG presented the fascinating takeover of FRIWO AG by VTC and gave insights into the future strategy of the company. 

In the summer of 2008, VTC acquired FRIWO AG, a company working in the field of chargers and power supply. Seventy-six percent of FRIWO’s public shares were owned by the private holding company of Stefan Quandt, while the rest of the shares were in the hands of other free shareholders. 

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AUTOMATED INTELLIGENCE, MOBILITY AND PRIVATE EQUITY
Under the guidance of Jens Haas, Managing Director at Alix Partners, the panellists Dr. Carl Friedrich Eckhardt, Head of CoC Urban Mobility at BMW; Nicolas D. Gutbrod, Director of Helbing Business Advisors; Nikolaus Waser, Vice President and Head of Watson IoT Global HQ & Center Munich of IBM Watson; as well as Fabian Wasmus, Managing Director at Vitruvian Partners discussed the future and evolution of the Mobility Market and its effects on the private equity sector. The panellists started out by asserting the dramatic pace of developments in the mobility market. Next to the tremendous velocity of technological advancements, consumer needs change and diversify more quickly than ever. The panellists agreed that next to important hardware components, such as hybrid and electric motorizat...
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FINANCE
The panel featured Didier Beltai-Menth, Acquisition & Leveraged Finance of BayernLB; Adrian Cremer, Director of the Leveraged Finance Group of Société Générale; Paul H. F. Kim, Managing Partner in Financial Sponsor Debt Advisory of Herter & Co.; Dr. Nicolaus Loos, Co-founder, CEO and CIO of Deutsche Credit Capital Partners; Jurij Puth, Managing Director of GSO Capital Partners and Dr. Oliver Hahnelt, partner at McDermott Will & Emery. The panel gave an overview of the German LBO market, including finance surrounding the M&A transactions, the increased market shares of debt funds and the unique debt fund auctions. A main discussion point was the driving factors for debt funds. Most of the German is already covered in debt funds since last year. Whilst those debt funds wish t...
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CROSS-BORDER M&A FROM THE UNITED STATES AND WITHIN EUROPE
The five panellists in this discussion: Janet Barbookles, President of the Nova Ventures Group; William F. Detwiler, Managing Director of Fenbrook Management; Norman Rafael, Chief of Corporate Development and Investor Relations Officer of Armacell International; Rainer Röhrig, Chief Financial Officer of KPM Analytics; and Christian T. Staby, Head of Corporate Development/ M&A of Knorr-Bremse; together with panel head Melville D. Mummert, Managing Director and Head of European Investment Banking of Raymond James Financial discussed Cross-Border M&A from the United States and within Europe. The panel first focused on the influence of technological progress, notably digitalization, on M&A transactions. The panellists concluded that data can help business users assess risk and deve...
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DISTRESSED M&A AND PE

The panel, moderated by Marco Goetz, Senior Director, Alix Partners, was composed of subject matter thought leaders Donatus Albrecht, Chief Investment Officer, Aurelius; Dr. Uwe Goetker, partner at McDermott Will & Emery; Jan Erik Gross, UniCredit; Dr. Max Mayer- Eming Managing Director, Macquarie Capital and Dr. Dennis Schulze, CFO, HC Starck. Given the diversity of the speakers’ backgrounds, each panellist brought unique insights on the most current developments regarding the German and European distressed M&A market.

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KEYNOTE: THE EUROPEAN M&A MARKET: IMPACT OF GLOBAL AND SECTORIAL DYNAMICS
On September 25, 2018, Patrick Frowein, Member of the Management Committee Germany of Deutsche Bank, led the MuMAC audience through the recent developments in the European M&A market, concentrating on the impact of global and sectorial dynamics. Currently global equities are at a new high. While US equities have continued to have an outstanding performance in 2018, European equities have recovered from a slight decline in the first quarter of 2018 and are expected to further increase during the rest of the year. Equally, a new record year of M&A is coming up. The volatility of the market has decreased after recent spikes, leaving the VIX index at about 12 in September 2018, a considerable decline from the high of more than 30 in February 2018, although at an higher level than in 20...
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CROSS-BORDER M&A FROM AND INTO ASIA
Tian Cai, Senior Investment Director of the Fosun Group; Inna Gehrt, Partner at Mandarin Capital Partners; Andreas Holtschneider, Partner at Cathay Capital; and Sung Yoon Woo, Chief Executive Officer and Co-Founder of Credian Partners; together with panel head Paul Kim, partner at McDermott Will & Emery discussed recent developments in Cross Border M&A from and into Asia. The panellists outlined their analysis of the current situation regarding four key questions. First they evaluated the emergence of new attractive sectors for cross-border investment from and into Asia. Then, they discussed the influence of the new regulatory measures adopted by the United States and Germany, as well as their effect on the consideration of Asian investors. After, the panellists turned to some of t...
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KEYNOTE: TRANSATLANTIC RELATIONS AT A TIME OF INCREASED TRADE TENSIONS

After last year’s Keynote from Ambassador Wolfgang Ischinger on the decline of the international order, this year the Consul General of Munich, Meghan Gregonis, spoke about recent developments and future hopes in the transatlantic relations at a time of increased trade tensions.

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KEYNOTE: STRETCHED TO THE MAX — HOW CURRENT PRICE LEVELS INFLUENCE INTEGRATION RIGOR
Dr. Jens Kengelbach, Senior Partner and Managing Director of BCG Munich, Global Head of M&A and leader of the BCG Transaction Center, discussed how current price levels influence Integration Rigor. The first 6 months of 2018 have shown a record deal activity. The M&A deal value has increased by 44 percent. Dr. Jens Kengelbach names four key drivers for this M&A activity: The conclusion of 22 mega deals in the first half of 2018, the US tax reform pumping up corporate cash offers, activist shareholders focusing on M&A and finally, private equity dry-powder continuing to strike records. At the same time, deals have gotten more expensive. In 2017, earnings before interest, tax, depreciation and amortization (EBITDA) multiples have reached the absolute record high....
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EVERGREEN AND M&A
Marco Brockhaus, CEO of Brockhaus Capital Manage­ment AG; Dr. Tobias Sitte, Managing Partner of Alphaville Capital; Philipp Haindl, Managing Director of Serafin Group; Richard G. Ramsauer, Managing Partner of VTC Industriebeteiligungen; Alexander Schemann, Managing Directors of Amira Holding; and Dr. Hans Wehrmann, Chairman of the Board of Certina Group; together with panel head Dr. Carsten Böhm, partner of McDermott Will & Emery discussed Evergreen and M&A. The players in the M&A niche market of Evergreens are typically family offices or groups of family offices, the latter being able to realize bigger deal sizes up to a couple of hundred million Euros in equity. Unlike to private equity funds, Evergreen investors have more of a long-term perspective and typically only buy maj...
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M&A IN THE SOFTWARE INDUSTRY – TRENDS AND SUCCESS FACTORS
The panellists Matthias Allgaier, Managing Director of Summit Partners; Dr. Tobias Koppmann, partner at McDermott Will & Emery; Shawn McMorran, Managing Director of Marlin Equity Partners; Dr. Sven Oleownik, Partner and Head of Germany by Gimv Germany; Christian A. Resch, Managing Director of Goldman Sachs, Private Capital Investing; as well as Morten Weicher, Partner and Co-Founder of GRO Capital; and panel head Ralf Philipp Hofmann, Managing Partner and Member of the Global Executive Committee of Drake Star Partners, discussed the current trends of M&A in the software industry. The market boom of the software industry recorded in 2017 is continued in 2018. High-level transactions have repeatedly occurred during the last five consecutive quarters, such as the recent sale of Market...
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M&A AND PRIVATE EQUITY MARKET 2018
Dr. Florian von Alten, Managing Partner of Oaklins Germany, Dr. Michael Drill, CEO and Managing Director of Lincoln International, Dr. Ralf Schremper, Partner of Oakley Capital, Michael Siefke, Managing Director of Bain Capital together with panel head Dr. Nikolaus von Jacobs, partner at McDermott Will & Emery, discussed the M&A and Private Equity Market in 2018. The panel dove right into the current private equity market of 2018, mainly addressing the effects of the current trade tensions and the ways in which they are influencing the M&A market. Immediately it became clear that during trade conflicts legal advisory takes on a central role. The panellists observed a negative influence of the current trade conflicts—especially the tensions between the United States and China—on...
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POST M&A DISPUTE RESOLUTION
Natalie Graham, Head of GBC Claims Advocacy – Financial, Professional & Specialty, Aon Risk Solutions; Dr. Michael Hammes, Director of PwC, Kai Schumacher, Managing Director of Alix Partners; and Prof. Dr. Holger Peres, partner at Beiten Burkhardt, together with panel head Christian von Sydow, partner at McDermott Will & Emery discussed the post M&A dispute resolution. To begin, the panel noticed a trend towards more and more post M&A disputes. The panel identified several reasons for this development. The increasing values of the transactions render the perspective of post M&A disputes more and more interesting, all the more so because the sophistication of the buyers augments similarly. The panellists observed that after nearly every M&A transaction buyers could—i...
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LIFE SCIENCES, HEALTH AND PRIVATE EQUITY
This panel featured Dr. Hubert Birner, Managing Partner of TVM; Dr. Michelle Dipp, Managing Director of General Atlantic; Jan-Daniel Neumann, Managing Director of Bregal Unternehmenskapital; Daniel Nieper, Global Head Strategy and Mergers & Acquisitions of Siegfried AG; Dr. Michael Ruoff, Partner of Think.Health Ventures; Dominik Schwarz, Director of EMH Partners and Kristian A. Werling, partner at McDermott Will & Emery. Moderating the panel was Dr. Stephan Rau, partner at McDermott Will & Emery. Drawing on the panellists different experiences, the discussion focused on how digitalization—driven by the personalization of data—will undoubtedly disrupt life sciences as it revolutionizes investment decisions within this field. Investing in digitalization has and will make the ent...
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KEYNOTE: DIGITIZATION IN EUROPE – THE CHALLENGE IN BETWEEN THE US AND CHINA

Stefan Winners, Member of the Executive Board at Hubert Burda Media, spoke about digitization in Europe in light of the evolution of Hubert Burda Media from a classic printing media to a digitized and digitally active brand.

As starting point, Mr. Winners laid out the actual state of the digital media sector. According to statistics, the daily media and tech consumption per person has nearly reached its peak (12:28 hr per day in 2017) in the United States and will only rise by another 18 minutes until 2021.

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