international snapshots - BDO Global

BDO VALUATIONS

INTERNATIONAL SNAPSHOTS BDO VALUATIONS FROM AROUND THE WORLD

ABOUT BDO

US$7.3 billion Countries

154

2015 revenue

1,400 Offices

64,500 Staff

BDO INTERNATIONAL CORPORATE FINANCE

860

completed deals across the globe

over USD 31bn deal value

5

th most active European adviser*

154

WHAT SETS US APART

countries within our global network

Finance 30% ofareourcrossdealsborder 2000 Corporate team globally

An AWARD WINNING corporate finance business

20%

*Thomson Reuters 2015 worldwide small-cap league tables

increase in deal completions in the last year

¼

PE deal involvement

CONTENTS

BELGIUM

AUSTRALIA

04

06

GEORGIA

GERMANY

11

09 POLAND

18 SPAIN

22

UNITED ARAB EMIRATES

24

ESTONIA

08 ISRAEL

MALAYSIA

16

14 PORTUGAL

20 UNITED KINGDOM

26

UNITED STATES

28

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AUSTRALIA

Valuation of toll roads for IFM Investors Pty Ltd

BDO contact for this transaction STEPHEN SEEAR Partner [email protected]

The BDO Valuations team in Australia has provided valuations of IFM Investors’ 100% investment in the concession for the Indiana Toll Road in the United States and its 25% interest in the Mexico City Outer Ring Road (Conmex) in Mexico. IFM Investors manages over AUD 67bn of investments on behalf of Australia’s largest superannuation funds and pension funds around the globe. IFM Investors relies on BDO’s valuations for a range of infrastructure assets for unit pricing purposes. The investments in the Indiana Toll Road and Conmex were both valued using the income method based on a review of a detailed cash flow model, and in both instances the valuations were led

by BDO Australia with input from the local BDO offices in the US and Mexico. The investment in Conmex was IFM Investors’ first infrastructure investment in Mexico, and the BDO team in Mexico was involved in assessing the impact of sovereign risk on the valuation. The investment in the Indiana Toll Road is the largest infrastructure investment in IFM Investors’ portfolio, and the BDO team in the US provided support on macro-economic factors impacting the valuation.

BDO was selected as independent valuer of our toll road assets due to their track record of producing high quality outputs and their excellent knowledge of the toll road sector and the broader infrastructure industry. The team has a deep understanding of toll road assets and the key business drivers to be considered in valuations. BDO’s global presence provides key insight into valuation trends in diverse markets and the team is world-class. Neil Doherty | Vice President, IFM Investors

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AUSTRALIA

U & D required timely and cost effective corporate advisory and valuation solutions. As the company was considering numerous transactions under various structures, they needed people who could respond quickly to the various requirements that were needed.

BDO were able to use their knowledge of the coal industry to provide effective solutions. In particular, BDO was able to re-engage multiple times knowing that previous engagements would be leveraged to provide cost effective service with minimal time taken to get required results.

U & D Coal – Valuation of numerous transactions

BDO contact for this transaction SCOTT BIRKETT Partner [email protected]

The relationship with BDO has been fantastic. We get what we need on time and within budget. Moreover, we have a trusted industry resource in BDO that can deliver all on all our requirements. Peter Edwards | Chief Financial Officer


BELGIUM

Purchase Price Allocation as part of the Celyad acquisition of OnCyte

BDO contact for this transaction ALEXANDRE STREEL Partner, Head of Corporate Finance [email protected]

In early January 2015, Celyad has acquired OnCyte LLC, the oncology division of privately-held U.S. biotechnology company Celdara Medical, LLC, and its portfolio of immuno-oncology product candidates. According to IFRS guidelines, this acquisition has been subject to a Purchase Price Allocation. In this context, the BDO Valuations team in Belgium was appointed by Celyad to determine the fair value of the acquired assets and liabilities. Founded in 2007, Celyad is a leader in engineered cell therapies with clinical programs initially targeting indications in cardiology and oncology. Celyad’s shares are listed on Euronext Brussels and Euronext Paris.


BELGIUM

Valuation of Walcom, a telecom company acquired by Mobistar

BDO contact for this transaction ALEXANDRE STREEL Partner, Head of Corporate Finance [email protected]

Mobistar expanded its own distribution network by acquiring Walcom, representing a network of 20 points of sale in Wallonia. Employing 70 people, Walcom is specialized in the sale of telecommunication products and services in B2C and B2B thanks to a dedicated sales team for the professional market. Acting as exclusive Mobistar agent for more than 20 years, Walcom’s network is based along the Arlon-Brussels axis and in Hainaut. The BDO Corporate Finance team valued the company and provided advice to the vendor in the transaction.


ESTONIA

An Assessment of Eesti Energia AS Electricity, CO2 and Fuel Price Risks Management

BDO contact for this transaction BARBARA ASU Corporate Finance Advisor [email protected]

The BDO Valuations team in Estonia was engaged by Eesti Energia to evaluate the effectiveness of risk management of electricity, CO2 and fuel price risks by application of derivatives and also to assess the validity and reasonableness of transactions and compliance to internal policies and regulations.

Eesti Energia is an international energy company that operates in the unified electricity market of the Baltic and Nordic countries. Eesti Energia offers energy solutions ranging from electricity, heat and fuel production to sales, customer service and ancillary energy services. Eesti Energia sells electricity to the Baltic retail customers and the wholesale market and Group entity Elektrilevi distributes electricity to customers in Estonia. Outside Estonia, the Group operates under the Enefit brand.

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GEORGIA

The BDO Valuations team in Georgia conducted asset valuation work for JSC Wissol Petroleum Georgia to enable the client to reflect the fair value of its assets in its financial statements, prepared under International Financial Reporting Standards (IFRS). For aforementioned purposes, the BDO team conducted the derivation of the value in use and the fair value less costs of disposal of the client assets as well, in the context of the annual impairment test.

Valuation of assets of JSC Wissol Petroleum Georgia in the light of the IFRS

BDO contact for this transaction MAIA KHACHIDZE Partner, Corporate Finance [email protected]

Wissol Group is one of the largest business groups in Georgia. In particular, with the largest chain of petrol and CNG stations and with aviation fuel deliveries, Wissol Group is the leading player in the country’s energy sector. Furthermore, Wissol Group also operates the chain of Dunking Donuts shops.


GEORGIA

Valuation of assets of Socar Georgia Gas Ltd for gas tariff estimation

BDO contact for this transaction MAIA KHACHIDZE Partner, Corporate Finance [email protected]

The Georgian National Energy and Water Supply Regulatory Commission considers to make changes to the basis of gas tariff calculations and for this purposes decided to receive independent valuator’s opinion about the Depreciated Replacement Cost of the regulated assets owned by gas distributor companies. The BDO Valuations team in Georgia was engaged to provide an independent valuation report to Georgian National Energy and Water Supply Regulatory Commission about the results of valuation of assets held by Socar Georgia Gas Ltd.

Socar Georgia Gas is the largest provider of wholesale and retail gas resources in Georgia outside the capital Tbilisi. Socar Georgia Gas is the member of Azerbaijan state owned energy giant Socar.

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GERMANY

Acquisition of the men’s fashion store chain WORMLAND by LUDWIG BECK AG Purchase Price Allocation according to IFRS 3

BDO contact for this transaction TANJA SCHULER Senior Manager [email protected]

Publicly listed Munich fashion group LUDWIG BECK acquired Hanover-based store chain WORMLAND. The acquisition of WORMLAND, the avant-gardist for men’s fashion in Germany’s retail sector is expected to considerably strengthen the market position of the LUDWIG BECK group in the segment of men’s apparel. Subsequent to a financial and tax Due Diligence for LUDWIG BECK, the Valuations team of BDO Germany performed a Purchase Price Allocation including a valuation of the net assets of WORMLAND, especially its well-known family of lifestyle brands.


GERMANY

The BDO Valuations team in Germany was engaged in conducting a valuation of all non-travel activities of TOMORROW FOCUS AG, one of Germany’s leading and listed media and travel groups, including the valuation of the following companies: • TOMORROW FOCUS Publishing GmbH • TOMORROW FOCUS Media GmbH • TOMORROW FOCUS News+ GmbH • TOMORROW FOCUS Content & Services GmbH

Valuation of non-travel activities of TOMORROW FOCUS AG

• AdAudience GmbH • jameda GmbH • EliteMedianet GmbH • organize.me GmbH.

BDO contact for this transaction NICOLAS VON WESTBERG Senior Manager [email protected]

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GERMANY

Purchase Price Allocation of Intergenia Group (Germany) following its acquisition by Host Europe Group (United Kingdom) according to IFRS 3

BDO contact for this transaction DR. STEFFEN EUBE Partner, Corporate Finance [email protected]

On 20 January 2015, Host Europe Group completed the acquisition of 100% of Intergenia Group’s shares. Host Europe Group is Europe’s largest privately owned hosting provider. It provides internet domains as well as shared and managed hosting services to clients in the US, UK, Germany, France and Spain. Intergenia is the fourth largest provider of web hosting services, predominantly to SME, in Germany. The Purchase Price Allocation of Intergenia Group according to IFRS 3 in connection with the acquisition was performed as a joint project of the BDO valuations teams in Germany and the United Kingdom. BDO was engaged to perform the assessment of the fair value of any identifiable intangible assets of Intergenia Group and the goodwill derivation.


ISRAEL

Valuation of Jerusalem Economic Corporation

BDO contact for this transaction MOTI DATTELKRAMER Partner [email protected]

The BDO Israel Valuations team performed a valuation of Jerusalem Economic Corporation; the Company’s enterprise value was calculated using the NAV method. The valuation required calculating the value of the entire Company as well as the value of its subsidiaries. The subsidiaries were a combination of publicly traded and private companies. In addition, subsidiaries had mutual holdings between them, requiring adjustments to subsidiaries when needed. In addition, companies had different debt agreements requiring attention.


ISRAEL

Valuation of GPM Investments LLC (the “Company”)

BDO contact for this transaction MOTI DATTELKRAMER Partner [email protected]

The BDO Valuations team in Israel was engaged to value GPM Investments LLC. The Company is a private company registered in the United States. The Company and its subsidiaries (the “Group”) operate a chain of convenience stores selling merchandise and fuel (which includes motor fuels and kerosene) in several locations that include the MidAtlantic, South-eastern, Midwestern and North-eastern United States. Stores are located in the states of Connecticut, Delaware, Illinois, Indiana, Iowa, Kentucky, Maryland, Michigan, North Carolina, Virginia, etc.

In addition, the Company has a fuel distribution division that supplies petroleum to convenience stores and petroleum stations operated by external operators. As of the valuation date, GPM is 75% owned by Arko, which is a public company traded on Tel-Aviv stock exchange.


MALAYSIA

The BDO valuations team in Malaysia was engaged to provide a letter of fairness opinion on the total purchase consideration of the proposed acquisition of the business of PT IFCA Consulting Indonesia. PT IFCA Consulting Indonesia is principally engaged in the provision of consulting services, such as activities in development and engineering of computer software for hotel, club, property, and industrial sectors to local companies in Indonesia.

Acquisition of the business of PT IFCA Consulting Indonesia by IFCA MSC Berhad, a public listed company in Malaysia

BDO contact for this transaction WONG WING SEONG Executive Director, Advisory Wong Wing Seong


MALAYSIA

Acquisition of Ranhill Water Technologies (Cayman) Limited by Ranhill Holdings Berhad

BDO contact for this transaction WONG WING SEONG Executive Director, Advisory Wong Wing Seong

The BDO valuations team in Malaysia was engaged to provide a letter of opinion on the fairness of the purchase consideration for the proposed acquisition of 52.1% of Ranhill Water Technologies (Cayman) and the purchase consideration for the proposed remaining 47.9% of Ranhill Water Technologies (Cayman) Acquisition. Ranhill Water Technologies (Cayman) is principally involved in investment holding activities and provision of consultancy services, project management, engineering, procurement, construction, supply of equipment, operation and maintenance services to both municipal and industrial water, sewerage and wastewater treatment plants.


POLAND

The BDO Valuations team in Poland provided valuation of a collateral established by Przedsiębiorstwo Państwowe “Porty Lotnicze” (PPL) in a corporate bonds issue program under the management of Bank Polska Kasa Opieki S.A. (Pekao). The valuation was required by the regulations of the Polish Act on bonds. PPL deals with construction and operation of airports and provision of services to passengers and airlines.

Valuation of a collateral in a corporate brands issue

BDO contact for this transaction SEBASTIAN KACZMARSKI Partner [email protected]

PPL operates two airports: in Warsaw and Zielona Gora. It also has stakes in 10 companies, supervising the operation of airports in Kraków, Szczecin, Poznan, Gdansk, Modlin, Wrocław, Katowice, Bydgoszcz and Rzeszów. In addition, PPL holds shares in ground handling companies and companies providing non flight services including the management company of the hotel Courtyard by Marriott in Warsaw.


POLAND

Valuation of an intangible asset OT Port Gydnia

BDO contact for this transaction SEBASTIAN KACZMARSKI Partner [email protected]

The BDO Valuations team in Poland provided valuation of an intangible asset identified in a transaction of acquisition of Bałtycki Terminal Drobnicowy Gdynia (now OT Port Gdynia) Sp. z o.o. The subject of the valuation was the right to access the sea port infrastructure in Gdynia, Poland resulting from the agreement which the target had with the infrastructure manager (legal entity).

OT Logistics Group represents a big and recognized brand providing transportation, shipping and logistics services in Poland, Central and Western Europe. The Group consists of several companies of various sizes and profiles of the activity, including transportation of goods by inland navigation, rail and sea shipment as well as reloading in sea ports.


PORTUGAL

The BDO Valuations team in Portugal was engaged by Jocolgest Saúde Group to provide an indicative valuation of the entire equity interest in Almada Private Hospital. HPA, a private hospital founded in 1986, develops its activity in the health service on an outpatient basis.

Valuation of Almada Private Hospital (HPA)

BDO contact for this transaction CRISTINA DIAS Director, Corporate Finance [email protected]

The HPA has the support of several external professionals performing medical examinations of various specialties, nursing care, diagnostic, medical therapy, emergency services, imaging, nuclear medicine, ambulatory surgery, physical medicine and rehabilitation, etc. The HPA provides all the infrastructure and support services to these professionals, in a multimodal and integrated system.


PORTUGAL

In 2011, MC – Mercados da Capital, Lda, signed a Concession Agreement to operate the Lisbon’s main food market since 1892 (Mercado da Ribeira) in Lisbon. Mercado da Ribeira opened in May, 2014 and has become a major food destination for tourists and locals. The space currently in operation, offers about 750 seats, involving more than 30 points of food and beverage, offering a wide gastronomic variety of top national chefs and local products. MC continues to invest in the space to expand the operating area.

Valuation of MC - Mercados da Capital, Lda

BDO contact for this transaction CRISTINA DIAS Director, Corporate Finance [email protected]

The BDO Valuations team in Portugal was retained to conduct a valuation to determine a fair value of the concession agreement.


SPAIN

The BDO Valuations team in Spain assisted Redexis Gas, S.A. in estimating the fair value of the intangible assets of six operating subsidiaries. The Valuation was done in the context of a profound restructuring of the group whose objectives are to achieve an improvement in the Group’s operating efficiency and management through a structural modification that simplifies and rationalizes the corporate structure of the group led by Redexis Gas. Redexis Gas, a private company owned

Merger by absorption of the six operating subsidiaries of Redexis Gas

BDO contact for this transaction EDUARDO PÉREZ Partner [email protected]

by Goldman Sachs Infrastructure Partners and co-investors, is one of the leading companies in the development and operation of natural gas transmission and distribution infrastructures in Spain. It operates its own networks of a length of 8,000 kilometres, throughout eight Autonomous Communities in Spain, by means of which it provides access to this source to over five million people, industries and commercial establishments, in a total of 215 municipalities and 21 provinces.


SPAIN

Valuation of the Contributions by GAMESA and AREVA and Purchase Price Allocation of ADWEN Offshore, S.L.

BDO contact for this transaction EDUARDO PÉREZ Partner [email protected]

The BDO Valuations team in Spain assisted ADWEN in both, valuing the offshore wind businesses contributed by its shareholders (GAMESA and AREVA) for the creation of a 50/50 joint-venture company, and in allocating the total value of such businesses to the different tangible and intangible assets contributed.

ADWEN’s main purpose is to become a market leader within the offshore wind business with solid and sustainable profitability in its operations. The joint venture is responsible for the design, manufacturing, installation, commissioning and maintenance of offshore wind turbines, satisfying all potential CoE reduction niches and making the joint-venture a sound and long term partner for offshore wind developers.



Valuation of four portfolio companies for Emirates Investment and Development PSC, Dubai, UAE

BDO contact for this transaction PRIYESH KAPADIA Partner [email protected]

The BDO Valuations team in the UAE was engaged by Emirates Investment and Development to provide a valuation of four portfolio companies, held in majority with management control. Separate valuations based on Free Cash Flows to the Firm conducted for each company, with the purpose of determining the fair value of the investments at the balance sheet date for Emirates Investment.

Emirates Investment is a holding company with investments in various sectors, including manufacturing, construction, real estate, education, health care, horticulture and finance. The Group’s services range from solution commissioning to fast moving consumer goods. The Dubai based group was founded in 1997 and has operations in various locations within the Gulf, Europe, Asia and Africa.



Equity Valuation of Viola Communications

BDO contact for this transaction PRIYESH KAPADIA Partner [email protected]

The BDO Valuations team in Dubai was engaged to provide a valuation of Viola Communications, based in Abu Dhabi, UAE. Viola is a joint venture between three of the most prominent holding groups namely Royal Group, Al Qudra Holding and HS Group in Abu Dhabi. The Company broadly operates through its five specialized business units namely Viola Advertising, Viola Public Relations, Viola Outdoor, Viola Events, and Viola Producers.

The principal activities of the Company include advertisements designing and production, external advertisement, cinema films production, fixing boards along internal and external roads, entertainment parties and occasions contracting, television programs and series production, public relation consultancy, marketing consultancy and studies and newspaper advertisement.


UNITED KINGDOM

Acquisition of New Britain Palm Oil by Sime Darby Plantation

BDO contact for this transaction DAVID MITCHELL Partner, UK Head of Valuations [email protected]

The BDO Valuations teams in the UK and Singapore were appointed by the directors of NBPOL, the London Stock Exchange listed palm oil supplier, to provide an independent advisor’s report in relation to the merits of a takeover offer made by Sime Darby Plantation, in accordance with various stock exchange rules and company law.

The report was prepared to assist the shareholders in their consideration of the offer. The transaction completed in March 2015 at a price of USD 1.7bn.


UNITED KINGDOM

The BDO Valuations team in the UK performed Purchase Price Allocations in connection with the acquisition of Kerridge Commercial Systems by Accel-KKR and the subsequent bolt on acquisition of Dancik International in the US. KCS is a global provider of Enterprise Resource Planning software, services and support to distributive trade businesses such as builders’ merchants, the automotive aftermarket and tile distributors.

The valuations were required for UK and US accounting purposes. Identified intangible assets included software, brand and customer relationships. Both transactions completed during 2015.

Acquisition of Kerridge Commercial Systems (“KCS”) by Accel-KKR

BDO contact for this transaction DAVID MITCHELL Partner, UK Head of Valuations [email protected]

We appointed BDO to provide valuation services following the acquisitions of KCS and Dancik. Although we had made several previous acquisitions, this was the first time we were required to undertake such a valuation exercise due to the introduction of FRS102. BDO brought their considerable valuation experience from undertaking similar projects, which made for a very a smooth and efficient process. Nigel Bedford | CFO Kerridge Commercial Systems


UNITED STATES

Ingram Micro Acquisition of Ensim Corporation Valuation of Acquired Assets and Liabilities in Accordance with ASC 805.

BDO contact for this transaction TOM MANNION Director [email protected]

The BDO Valuation team in the US provided financial reporting valuation services in accordance with ASC 805 to estimate the fair value of acquired assets and liabilities. The target provides solutions for automation of on-boarding and management of organizations with business applications, services and infrastructure in private, public and hybrid clouds.

The company was founded in 1998 and has offices in the United States and India. Ingram Micro is a publicly traded B2B company serving the TMT sector and is the world’s largest wholesale technology products distributor. Ingram Micro has local offices in over 35 countries and supports global operations by way of extensive sales and distribution network throughout North America, Europe, Middle East, Latin America and Asia Pacific.

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UNITED STATES

Grand Canyon University

BDO contact for this transaction ANTHONY ALFONSO Partner, US National Practice Leader [email protected]

The BDO Valuations team in the US was engaged by Grand Canyon University to perform appraisals of the real estate, fixed assets and intangible assets were required in connection with the asset conveyance as part of the transaction. Grand Canyon Education is a publicly-traded, for-profit, post-secondary education company that operates Grand Canyon University, which offers certificates, as well as associates, bachelors, masters, and doctoral degrees, to approximately 15,000 students at its on-ground campus in Phoenix, Arizona. Gazelle University is a newly-formed nonprofit entity which has been organized to purchase certain assets and business operations from Grand Canyon Education.

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NOTES

BDO International Limited is a UK company limited by guarantee. It is the governing entity of the international BDO network of independent member firms (‘the BDO network’). Service provision within the BDO network is coordinated by Brussels Worldwide Services BVBA, a limited liability company incorporated in Belgium with its statutory seat in Brussels. Each of BDO International Limited, Brussels Worldwide Services BVBA and the member firms of the BDO network is a separate legal entity and has no liability for another such entity’s acts or omissions. Nothing in the arrangements or rules of the BDO network shall constitute or imply an agency relationship or a partnership between BDO International Limited, Brussels Worldwide Services BVBA and/or the member firms of the BDO network. BDO is the brand name for the BDO network and for each of the BDO member firms. © Brussels Worldwide Services BVBA, April 2016

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