Throughout May 26th and 27th, 2024, ICFN International Corporate Finance Network held in Lisbon its annual meeting of partners during which firms from 16 countries shared the latest M&A news and industry insights in each country and exchanged ideas on cross-border deal opportunities. 

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Thanks to the phantastic collaboration with Lisbon-based ENES CABRAL we also had time to enjoy the wonderful Lisbon hospitality in the company of our dear network partners.


We are already counting down the days until our next global meeting in 2025.



Strengthening our global network. It is with great pleasure that we welcome to the International Corporate Finance Network the Swiss firm AT SWISS VENTURES.

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AT Swiss Ventures is a global investment and advisory firm and combines a wide and collective experience in financial advisory, M&A, strategy consulting, and private equity. The leadership team also has extensive operational experience. AT Swiss Ventures is supported by a team of field experts in many industry verticals, which allows us to uniquely position our clients in terms of their people, business models and technology to the most appropriate investors, strategic acquirers and financial counterparties.  AT Swiss Ventures is supporting both buy-side and sell-side transactions as well as value creation plans development and Post-merger integration.  



The expectation of the Brazilian capital market is that corporate transactions will reach greater momentum in 2024, after declines in business volumes observed in the last two years. 

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According to data from PwC, the number of mergers and acquisitions (M&A) in Brazil fell 17.3% in 2023, totaling 1,287 announcements, 45% of which were concentrated in the TMT segment. Despite the drop, this is a volume considered historically significant for the country, which in 2020 renewed the local record with 1,038 transactions. In 2021, Brazil reached the highest historical volume of M&A, with 1,659 deals announced.

 There are still some important challenges to improve the economic scenario in Brazil, mainly due to political and fiscal issues, in addition to a domestic credit market with still restricted supply, but the country has Inflation expectations that are apparently better anchored and has already recorded successive falls in the country's basic interest rate (SELIC) at the latest meetings of the Central Bank of Brazil.

 After turbulent presidential elections at the end of 2022, the M&A market in Brazil began 2023 on hold, evaluating the impacts of the new government's initial measures, and only began to observe a more vigorous increase in M&A activity in the third quarter, when 405 deals were complete, an increase of 9.46% compared to the same period in 2022, as reported by KPMG.

 The prospects for this year promise to begin to awaken the appetite of international investors for selected opportunities in the 9th largest economy in the world.


If the other side brings a dealbreaker to the table early in the negotiations, use the "set-aside" technique by saying: "That's fine. I understand exactly how important this is to you because [here you list two to three reasons why it's really important to the other side].

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However, I suggest we set that issue aside for now and talk about the other issues and interests that are also important to you." Your goal with the "set aside" technique is to keep the negotiations moving and, by making progress on less important issues, to create a positive dynamic that will allow you to then constructively resolve the perceived dealbreaker later in the negotiations


BAUM advises the selling side on the takeover of Playser Elevacion by Mateco Spanish companies Mateco and Playser Elevacion, leaders in the sector of lifting platforms and forklifts in Europe and Bizkaia respectively, have reached a takeover agreement for the rental and leasing section of Playser Elevacion's machinery.

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The agreement between Mateco and Playser Elevacion has been reached as part of the strategy of both companies to maintain the growth line in which they have achieved great success in recent years. For Mateco it means continuing to strengthen its business in Spain and maintaining the company's growth plan in the Iberian Peninsula, which will involve new branch openings throughout this year and the possibility of new acquisitions complementary to the one formalized with Playser Elevacion. This purchase represents a further step in the growth and expansion of Mateco, which consolidates its position in the Basque Country, increasing its presence in the industrial sector and strengthening its technical department. For Playser Elevacion, it is a commitment to the future to continue developing its new business lines of AGVs and autonomous vehicles on which it has focused its projects in recent years


DZP advises Würth Group on acquisition of listed company TIMA team of lawyers from the Corporate and M&A Practice and Capital Markets and Financial Institutions Practice advised the Würth Group on the acquisition of TIM.

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DZP’s support involved comprehensive transaction advice, which included conducting a legal due diligence review, negotiating all transaction documents, and preparing a tender offer to purchase shares in TIM, the largest distributor of electrotechnical products in Poland. Our client is a global leader in the development, production and sale of fastening and assembly materials. Its portfolio also includes an electrical goods wholesaler. By acquiring TIMand joining forces in the electrotechnical distributor market, the Würth Group will secure greater exposure and know-how in the e-commerce area.


Deal activity in the US in 1Q23 slowed a bit relative to the high amount of activity seen in 2022. Companies have experienced slowed growth - the elevated demand for goods and services in 2022 was, in part, due to pent up demand during the Covid years and, once satisfied, slowed as 2023 began. ...

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As a result, many companies were less attractive acquisition candidates which has delayed M&A activity. The M&A industry itself in the US has suffered a little from the collapse of Silicon Valley bank and the rise in interest rates.


Strengthening our global network. It is with great pleasure that we welcome to the International Corporate Finance Network the French firm AURIS Finance: 

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Founded in 2000, AURIS Finance is an independent investment bank with expertise in corporate finance: mergers and acquisitions, fundraising, financial restructuring, and valuation services, both in France and abroad. Our team of experts has a strong entrepreneurial spirit and works with SMEs and mid-sized companies in the following sectors: Food & beverage and consumer goods industry, IT & telecom, Industrial & Engineering and Business Services (Human Resources & Temporary Work, Cleaning & Environment). 



EXG acts as M&A advisor to the shareholders of The Project Group Informationstechnologie GmbH for the sale of a majority shareholding to Alpina Partners to support its international growth strategy.

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TPG The Project Group, a leading provider of products and consulting in project, portfolio and resource management (PPM) has paved the way for an enhanced and ambitious growth strategy with funds managed by Alpina Management GmbH acquiring a majority stake in the company.


TPG with headquarters in Munich and several international subsidiaries has more than 100 employees. The company is a longstanding Microsoft and Planisware partner and offers complementary software solutions as well as integration and implementation services in the field of project portfolio management. It serves more than 700 customers from various industries including SMEs as well as large international corporations.


Alpina Partners is an independent European technology investment firm with a focus on leading businesses with strong USPs in the area of B2B software, technology-enabled business services and industrial technologies.


Together with Alpina, TPG’s management intends to expand both its international service offering and its own software solutions and products and become one of the leading platforms for software and consulting services in the PPM space. TPG’s management reinvested significantly in the course of the transaction and will continue to drive the company’s future growth.


EXG has acted as M&A advisor to TPG for the transaction.


A recent in-depth study on how to make better investment decisions came to the following conclusions:

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In-depth industry knowledge and endless company-specific research work ("Inside view") alone are not enough for accurate forecasts. You also need accurate knowledge of what has happened in similar decision situations in history ("Outside view"). For example, an entrepreneur or investor can, based on his in-depth industry knowledge and research, predict that M&A target will grow very quickly and for a very long time in the future.

However, based on the conclusions of the report, this is not enough, and the forecast of the success of the M&A target should also take into account how other companies have grown in similar situations in history. 
If it has been rare, based on historical data, that companies grow really fast for a really long time, then the acquisition target's forecasts and especially valuation should take these into account.

For example, according to the study, only 2% of the companies in their extensive database grow by approx. 20-25% per year for 10 years. Considering how rare it is for companies to have fast, long-lasting growth, entrepreneurs and investors should take this into account and adjust valuations of acquisition targets accordingly. In addition, entrepreneurs and investors (and their advisors) should think how much weight optimistic management forecasts should have in their decision making. 


Post by Turo Kiiski. 3J PARTNERS


Strengthening our global network. It is with great pleasure that we welcome to the International Corporate Finance Network the Portuguese firm Enes | Cabral:

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Enes | Cabral is a law firm, based in Lisbon, Portugal, specialized in Mergers & Acquisitions, Corporate Law and Foreign Investment matters. With a team of solid expertise, Enes | Cabral assists companies operating in Portugal in mostly all the relevant economic sectors and provides legal support to foreign companies that intend to establish in Portugal, guaranteeing tailor-made and sophisticated solutions which can represent an actual added value in the context of each client’s global strategy.




Strengthening our global network. It is with great pleasure that we welcome to the International Corporate Finance Network the Belgian firm CoTra:

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CoTra is a dynamic boutique law firm specialized in transactions and corporate law.

The firm has an aggregate (inter)national experience and track record of more than 35 years, with an own pragmatic approach. They assist entrepreneurs, investors, start-ups, growth and established companies and (inter)national groups. CoTra focusses on transactions, corporate law and advisory. Therefore, CoTra joins its forces with our client’s specialist advisers or our trusted specialist partners (e.g. for financial, tax, HR or foreign assistance).

CoTra´s offices are located in Antwerp, Mechelen and Keerbergen.




Strengthening our global network. It is with great pleasure that we welcome to the International Corporate Finance Network the Belgian firm Closing SRL:

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Closing is an independent M&A and Corporate Finance advisory firm located in the french speaking part of Belgium. Strategic M&A operations are potentially high added value projects which need careful preparation and dedicated attention throughout their implementation. With a strong entrepreneurial mindset, Closing advises shareholders, enterprises and managers in these transactions, in Belgium and abroad. Closing executes more than a dozen M&A transactions every year. 

Closing´s offices are located in Namur, Liège, Brabant Wallon, Luxembourg Belge and Gosselies.



trengthening our global network. It is with great pleasure that we welcome to the International Corporate Finance Network the Danish firm Milner Finance:

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Sale, acquisition and financing of company - trusted advice​.

Milner Finance is advising executive management and "owner managers" on Mergers & Acquisitions, equity raising, financing, governance and financial risk management issues, based on:​

  • More than 25 years of corporate finance experience and strong track record from global mid-market Mergers & Acquisitions.
  • Significant insight into strategic change processes and strategy advisory.
  • Broad network across sectors and industries in Denmark and the Nordic area.
  • Reputation for high level of professional integrity and craftsmanship in all aspects of transactions.
  • Experienced, senior, independent, trusted, committed.
  • 30 years experience as corporate finance advisor with focus on negotiated M&A, debt finance and strategic issues related to transactions and critical business transformations.
  • More than 80 mid-market deals valued between €10m and €1bn closed on five continents globally since early 1990’ies covering a broad range of sectors.
  • Soren Milner, CEO at Milner Finance, runs its own business since 2014. Milner Finance has its offices at Charlottenlud, Denmark.



Strengthening our global network. It is with great pleasure that we welcome to the International Corporate Finance Network the Finnish M&A firm 3J Partners:

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3J Partners, independent Corporate Finance advisor focused on Mergers & Acquisitions with wide ranging experience in the field of acquisitions, mergers, buy in and buy out operations, business valuation and debt advisory, advises mid-sized companies on either buy- or sell-side, offering high-quality corporate finance services to their clients while holding themselves to the highest ethical standard, emphasizing trust, open/honest dissemination of information and the resolution of the problems of the different parties. 

3J Partners’ offices are in Helsinki, Hämeenlinna and Jyväskylä. 



To develop a strategy for a family-owned business, together with the family owners and managers, clear precepts can be stated: 

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Business Strategy first. In a first step, the business must be analyzed in a most rational and business-oriented way and its market position and strategic potential and options need to be clearly understood. In this first step, family interests and individual interests of family mem- bers have to step into the background, so that a proper analysis and basis for the next step can be established. 

Family Strategy second. In this second step, a family strategy needs to be taken into consid- eration, which evolves around five key considerations, listed here in a rough order of priority, which have to be carefully balanced: 

  • Securing the long-term prosperity and existence of the company(“thegoose”)
  • Further developing the company,  increasing its value and strength
  • Keeping the family together to make sure, that key family members continue supporting the company
  • Providing personal fulfillment to individual family members, e.g. interesting posi- tions in the company, or via other means, in- or outside the company
  • Providingadequatefinancialsecurityandfinancialmeansandpossibilitiestofamily groups and individual family members

Post by M. Hirt, HIRT&FRIENDS


On 23rd May 2022 ICFN members met in Amsterdam for the annual ICFN Global Summit. For the first time since the outbreak of the corona pandemic members were able to meet again ...

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... in person to talk about cross-border opportunities and exchange thoughts on the current situation in the various M&A markets. Members unanimously confirmed high levels of activity with so far little to no impact from the war in the Ukraine nor from supply chain disruptions in the wake of the pandemic and ongoing lockdowns. Inflation is an issue in most member countries as is a continuous lack of human resources especially in the technology sector. However, strong demand from strategic and financial investors with high volumes of cash looking to be invested are driving valuations which remain at a very high level.


In an online session, ICFN members shared their insights with clients and friends. The online event also included an interview with Peter Dorfner, Principal at the Green Generation Fund, a new Berlin-based early stage impact fund backing the Seed and Series A funding rounds of European and American Food Tech and Green Tech startups. Peter Dorfner talked about challenges in foreign market deal sourcing, the role of intermediaries and their impact on transaction efficiency and price setting as well as on how to leverage strategic synergies in an international context.

Post by S. Legtmann, EXG Consulting GmbH


The German M&A market has seen a very positive start into 2022 with strong/record M&A activity expected both from strategic as well as from private equity investors. ...

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... The war in Ukraine has now led to new risks for the German economy mainly related to high energy prices and new/additional supply side constraints. Strategic M&A deals do not seem to be questioned by uncertainties related to the war and inflation fears as do interesting deals led by private equity investors with huge amounts of liquidity. Deals involving assets in/linked to Russia and the Ukraine will be difficult to handle. In general, market participants remain very positive and are reporting strong deal pipelines. Valuations for small and mid-cap companies which had stagnated at a high level in the past months have recently seen a small increase. This is especially the case for small cap transactions in the technology sector. Besides supply chain disruptions and high energy prices the labour market - with shortages in skilled workforce „supplies“ - remains a limiting factor for growth.

Post by S. Legtmann, EXG Consulting GmbH


The following success factors make a very positive contribution to the probability of a family-owned company to last for several generations: 

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  • A healthy pragmatism and business orientation that understands that a profitable business with clear competitive advantages and a strong market position is the basis of everything else and that the considerations of the business have to take priority over the interests of the fam- ily, and especially the interests of individual family members. (“Don’t kill the goose that lays the golden eggs.” On the contrary, treat the goose and eggs well so that they become many more great geese.). 
  • An understanding that family interests have priority over the interests of individual family members. 
  • A constant and proactive effort to make sure that potential conflicts between company inter- ests, family interests and individual interests are recognized as early as possible and appro- priately addressed, so that key members of the family keep supporting the success of the company, not only at a rational level, because it suits their self-interests, but also at an emo- tional level. 
  • A constant and proactive effort to make sure that all key family members are sufficiently in agreement about values, traditions to be maintained, objectives and roles, so that they con- tinue to support the company. 
  • Governance structures and rules which help to foster and develop the family company and keep the family together, but which can be flexibly adjusted to accommodate a changing environment, and new situations and challenges. Structures and rules should be seen as prag- matic tools, to achieve the ultimate goal of the success of the family company and the family. They should be tools that can be adjusted or changed, if the necessities require it and should not be tyrants, but servants. 
  • Good manners, courtesy, tact, and diplomacy. 

Post by M. Hirt, HIRT&FRIENDS


Consolidating a trend that has been observable for some years now, the Spanish middle market has continued to see corporate operations in 2021, largely led by private equity houses, in the fruit and vegetable production and distribution industry, one of the economic pillars of the Spanish Levante region.

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Thus, PROA CAPITAL has prevailed in the sale process of HIJOLUSA, a family business specializing in the production and distribution of potatoes, in a deal that could amount to 100 million euros. 

Also, in a deal of similar size, ALANTRA has acquired AGOLIVES, the olive supplier of the Spanish retail leader MERCADONA.


In a build-up strategy, LLUSAR, a company controlled by the MCH fund, has merged with Naranjas Torres, creating the largest Spanish producer and distributor of premium citrus fruits. 


Finally, the Chilean group HORTIFRUT has acquired ATLANTIC BLUE, a blueberry production and distribution company, in a deal estimated at 241 million euros. 


Growth and consolidation deals are likely to continue in a traditionally fragmented sector, but with an innovative profile and high export rates, ingredients with which private equity firms aim to accelerate the growth and access to international markets of these companies.

Post by A. Arteaga, BAUM


After a difficult 2020 that marked a reduction in M & A transactions from 1,085 (in 2019) to 830, for a transaction volume, which went down from 52.4 billion in 2019 to 34.5 billion in 2020, and with just 200 investment transactions by foreign entities (600 in 2019) for a transaction volume of 6 billion (18 in 2019), already from the first half of 2021 there has been a strong performance in the Italian market.

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The first half of the year saw 522 transactions in Italy (+24.6% vs. first half 2020) for a transaction volume of around 42.4 billion euros, up to 88% compared to the same period last year (22.5 billion in the first half 2020). The major deal was the merger between Fiat Chrysler/Group PSA for 19,2 billion (about 46% of the transaction volume ). While the top 20 deals (including the FAC/PSA deal) absorb 91% (38,7 billion) of whole volume. But only 8 of them exceed 1 billion (source KPMG).

The most attractive sector are TLC and financial services, but also the Industrial (chemical, pharmaceuticals, industrial machinery) and the Consumer Market (fashion and luxury) are very active, as they account for 54% of transactions, (although they represent just 13% in terms of volume). 

The return of foreign investors is also particularly significant (up 30%), to which the Draghi "effect" has undoubtedly contributed, restoring confidence and stability, as well as the outlook for the NRP, which gives hope for the start of structural reforms capable of modernizing the country an attract foreign investments.

The outlook for the second half of the year is very positive, based on current operations volume is estimated at 50 billion.

Post by Marina Alberti, Studio Alberti


The Dutch M&A market is running at full speed. After the brief downturn in early 2020, activity has increased sharply in almost all sectors since the summer of 2020. In the first half of 2021, activity continued to grow. The market is characterized by high demand for suitable acquisition candidates, with the supply of target companies increasingly lagging behind the high demand. The result is an increase in purchase prices driven by the combination of scarcity in suitable supply, low cost of capital and a large amount of capital available for acquisitions.

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Specific Dutch sectors with high levels of M&A activity include flexible staffing, insurance, childcare and managed services (networks, cloud, software, communication). Many private equity players are active as buyers in these markets building portfolios.
For the second half of 2021, we anticipate that this strong trend in M&A activity will continue unabated and that the shortage of suitable target companies will put further upward pressure on purchase prices.
Post by Bas Brusche. Factor Bedrijfsovernames


 Global venture funding hit an all-time high in the first quarter of 2021. That sort of increase in venture funding is typically attributable to growth in late-stage funding. But, along with a surge in late-stage funding, there is also a marked increase in early-stage funding last quarter, with $39 billion invested in nascent startups, up from $25 billion in the fourth quarter and $22 billion in the first quarter of 2020. 

The Q1 figure marks an all-time global high for early-stage funding.

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Growth equity leads early stage The most active investor leading at the Series A and B stages was, surprisingly enough, a growth-stage investor: Insight Partners, which led six Series A fundings. The firm is not alone: Private equity investors now lead just shy of a quarter of all Series A and B fundings, up from 15 percent a decade earlier, relative to venture and micro venture leads.

Post by Jaime Medina, SISOCO PARTNERS.


M&A activity in the USA has been relatively strong through the end of 2020 and 1Q21.  In 2020, many deals that were delayed due to the onset of Covid were closed in 3Q and 4Q.  Concerns over the new Democratic leadership and potential plans to raise capital gains taxes on the sale of businesses have accelerated demand for transactions.

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On the negative side, many companies saw dips in their revenue and profit in 2020 and delayed transactions until they could get back to pre-Covid levels.    

Likewise, the market for senior debt has been very tight, so some leveraged buy-outs have been pushed back or else have relied more heavily on equity capital.

Post by Andrew Heitner, ALCON PARTNERS.


If you want to introduce a new technology, not an incremental improvement but a new technical approach, to the market, the key growth challenge is not to attract a handful of technically interested first-time customers ("innovators/techies") or visionaries ("early adopters") who are easily excited by the novelty or benefits of your technology. 

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The central growth challenge is rather to fight your way up into the mainstream and to do this you have to convince arch-conservative, pragmatic, dry-as-dust and risk-averse business people ("Early Majority/Pragmatists/Conservatives"), who hate disruptive innovation, that your products or services have what it takes to become a new mainstream product, or are actually already a new mainstream product. 


Concentrated light in the form of a laser can cut steel, while unfocused light in the form of general solar radiation can be pleasantly warming and will result in a sunburn at best. 


The point, then, is to focus your scarce resources, in such a way, on the most promising niche possible, that they become effective enough to displace competitors well established in the market and to win over highly conservative buyers.


Fortunately, there is an excellent and proven approach to solving this problem, developed by Geoffrey Moore ("Crossing the Chasm"), which your author, always tailored to the requirements of the individual case, has been using with great success for many years.


The promising strategy in this situation is to select a very specific, delineated niche market for your technology ("beachhead") that you can dominate virtually from the outset, aggressively and quickly squeeze competitors out of that niche, and then use that beachhead to conquer other niche markets. 

Post by M. Hirt.



UK M&A activity continues strongly despite the past year’s uncertainty, and the core theme across deals is flexibility.  Particularly in the private equity space, we are seeing more innovative deal structures that offer a greater level of flexibility both to buyers and sellers using a variety of mechanisms. These can include a mix of cash, shares and earn-outs over agreed time periods, minimising risk for both parties whilst maximising commitment to the deal and the potential for return.

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There are more private investment sources than ever for strong UK businesses, particularly in the mid-market tier. Equity partnership structures – where business owners sell a stake to an equity investor in return for investment or a partial release of value – offer some interesting benefits.  For owners looking for a sale but concerned that now is not the right time, a partnership-structured deal can enable a staged approach rather than an immediate full exit that would crystallise value at lower than the maximum achievable.  Flexible deals can give business owners access to a range of support and expertise from experienced investment professionals and their networks, and any concerns of future anticipated tax rises can be countered by a partial equity ‘cash-out’ deal where capital gains are set against current rates. 


Our latest M&A transaction is the sale of Crowd DNA, a cultural insights and strategy consultancy sold to STRAT7, the data and analytics consultancy backed by Horizon Capital, and we have active deals in progress across the healthcare, bio-tech, engineering and manufacturing sectors.  


Despite the significant ongoing challenges of the global pandemic, private equity and venture capitalists believe the longer-term recovery of the UK economy relies on the prosperity of small and medium-sized businesses and high-growth firms, and there is reason for optimism not least in these flexibly-approached deal structures that can benefit all stakeholders.

Post by Rockworth.



The Martindale Group has over 140 years’ experience in producing and marketing hand tools that are used in agriculture, hardware, construction, and horticulture.

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Martindale and Chillington “Crocodile” brand tools have been, and still are, recognized throughout the world as the benchmark for quality by generations of farmers and general users. With companies based in the United Kingdom, Asia, and West Africa, the Group is strategically placed to serve all parts of the world and ensure that the “Crocodile” brand will continue to deliver superior product quality over a wide range of hand tools, and satisfy current as well as future market needs. 

Rockworth, led by Lawrence Price, was delighted to act for the company and its shareholders in its sale to the Yeshi Group, an industrial conglomerate comprising 10 companies spread across 8 African countries, managing to complete a lengthy and complex process due to the international nature of both companies on 29 May 2020.


In general, low interest rates will continue to spur the growth of the Private Equity sector in Spain, despite the climate of possible deceleration with which the year has begun.

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We will continue to witness a greater penetration of Private Equity throughout the manufacturing framework, with another potential record of money attracted, and also new fiscal measures aimed definitively at boosting the development of the industry, such as those in the Basque Country. Thus, in 2020, several Private Equity Houses will once again close funds with several hundred million euros as "ammunition" for new projects.


In addition to the above, other trends in the Spanish landscape should be highlighted, trends that do not exclusively affect Private Equity, but are related to the current situation of extraordinary liquidity in the markets:

  • The growing number of debt funds, with a variety of approaches, in search of a % of the "banked" market of business financing.
  • New PE Houses entering the market, with funds below €100M designed to operate in the "lower middle-market", a market niche traditionally least attended by the sector, and in which, in recent years, we have increasingly witnessed interest from European Private Equity.
  • A greater role of Family Offices, choosing to make more and more direct investment, also in the lower middle-market.
  • The (still token) entry of search funds, with its original formula sometimes “distorted”, but with a growing number of operations on the market.


Post by Baum.


We believe that the Shareholders Agreement is an essential and necessary tool for all the companies that have several shareholders. This private document becomes of more relevance ...

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... in the case that the commitment of the partners to the day-to-day running of the company is asymmetrical, as may be the case with a financing shareholder.

The aim of the Shareholders´ Agreement is in its core to regulate the relations between the shareholders, and between the shareholders and the company.


A Shareholders Agreement normally establishes certain counterweights, for example by means of vetoes or qualified majorities, in order to limit or to impede the undertaking of certain actions carried out by one or more partners, and all this, with the aim of guaranteeing that these actions are known by all the shareholders, that they are accepted by the shareholders that add up to at least a certain percentage of the share capital, or even to guarantee the acceptance of this referred potential actions by a specific partner.


Similarly, the Shareholders Agreement must guarantee the possibility for the management team to carry out the day-to-day administration of the company without being in need to ask the shareholders to accept its decisions.

In short, although it may seem that all Shareholders' Agreements are the same, in order to execute it correctly it is necessary to carefully analyse the company, its stage of development and the profile of its shareholders, to be able to establish a Shareholder´s Agreement that may guarantee an optimal equilibrium between the shareholders themselves and also between the ownership and the daily management of the company.


Posted by BAUM


ICFN-Member Elit Capital has been recognized as "M&A Specialist of the Year 2019" (Brazil): Daniel Rivera Alves & "Best Capital Transformation Advisory Firm 2019" (Brazil), at the M&A Awards 2019 by Acquisition International Magazine.

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Quote from the Award Annoucement: "Elit Capital is a prominent M&A Advisory firm, specialized in supporting its clients in financial strategies and value management solutions. With offices in São Paulo and Miami, Elit Capital provide full Corporate Transaction Services to middle market companies in Brazil, and for American looking for investment opportunities in Brazil."


Post by. D. Rivera


According to Pitchbook´s 2019 2Q report, European M&A activity continued to slightly decline in 2Q 2019, in line with the trend since 2016. 

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No significant deals were closed in the quarter, but the good news is that a selection of upcoming mega deals creates cause for optimism.


The DACH region fell the most, with a 57,8% quarter on quarter drop. Central and eastern Europe M&A activity rallied somewhat, increasing 47,3% QoQ, and the UK & Ireland despite the Brexit, contributed with the highest proportion of deal value (37,7% QoQ).


A study of Baker McKenzie reveals that in the Spanish scenario, M&A activity in this period shows fewer operations than the previous one (272 vs. 295) but of a higher volume ($5.490 mm vs. $3.984 mm). The characteristic of the period is an increase in domestic operations (in value, although not in number), a phenomenon that is repeated in international operations carried out by Spanish companies over foreign ones (increase in value, although not in number), in contrast to the strong general decrease in international operations of foreign companies over Spanish ones.


There is optimism for the second half of the year, thanks to the prominence acquired by Private Equity funds, the appetite for quality assets in the market and the low cost of financial leverage.


The most active sectors in M&A operations in Spain were energy, media, entertainment industry and retail, being the most significant operation The Carlyle Group's acquisition of a 30-40% of CEPSA.


And, back to Europe, the diminishing quantity of corporate M&A deals has continued. There is also a growing intent from Japan-based companies to establish themselves in Europe. And, in this cross-border line, protectionist policies could unfortunately interfere with future inward investment from outside the EU.


Post by BAUM.


Many people believe that negotiations are above all a competition between two clever and quick-witted people and concentrate their attention on the concrete act of negotiation, i.e. the interaction between the actors.

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Experienced negotiators, on the other hand, know that a large part of the success of the negotiations is decided before the start of the concrete talks. Here a few elements that are essential for the good preparation of a negotiation:


The most important thing is to have alternatives to a deal. You need what the Anglo-Saxons call "walk-away power", the ability to walk away from a bad deal and not make it. Work hard before the start of the negotiation to have alternatives, i.e. different ways of closing a deal or the possibility of not closing a deal at all.


Another part of the preparation is the analysis of the balance of power between the negotiating parties. In many negotiations the forces are not equally distributed, but one party has one or more advantages.The main factors influencing the balance of power between the parties are the need to close the deal, the emotional desire (both cause lack of walk-away power), competition and the time factor. Analyze your own position against these four factors and form hypotheses about the other side's position against these four factors to use this knowledge in the negotiation to your advantage.


What information about the other side do you need to find out in order to increase or consolidate your bargaining power? How will you do that? What information about you should the other side not find out so that you do not reduce your bargaining power? How will you protect this information without lying, which is not only unethical, but can also have liability and criminal consequences?


Posted by M. Hirt.


A comprehensive M&A report provided by TTR (Transaction Track Record database) reveals that the United States ranks first for inbound acquisitions in Brazil. 

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There were 108 acquisitions completed by US companies in 2018, totaling almost US$ 8 Billion dollars. The deals concentrate in Information Technology (22 deals), Financial and Insurance (16), Internet (15), Healthcare (15), Distribution and Retail (12), Oil and Gas (10), and in other acquisitions in relevant sectors such as Agriculture, Chemical, Transport, Consultancy and Engineering.


In a report entitled “Latin America’s missing middle of midsize firms and middle-class spending power”, on May 2019, McKinsey presents an important overview about Emerging Markets dynamics, focusing specifically on Brazil, Mexico and Colombia. More here.


One of the main drivers of GDP growth in the region has been the expansion of the labor force, as a result of the demographic boom. Brazil is a large consumer market, the 9 th world’s largest economy, with a population of around 210 million people, and although many are still vulnerable, there is a repressed consumer market with high potential.


In Latin America smaller companies employs a large contingency of the population, with an elevated degree of informality and productivity issues to be addressed. The challenge is to improve this environment and offer ways to them to be more competitive and by consequence empowering the labor force with better compensation, boosting domestic demand and developing the consumer market.


Find more information here.


Posted by Daniel Rivera.


If 2018 was a remarkable year for the Italian M&A sector, both in terms of number of transactions and value, 2019 started with a net drop continuing the outlined trend of last year´s fourth trimester.

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This, reflecting a complicated Italian and European scenario.


According to KPMG´s report on Italian M&A activity, volumes remained almost unchanged at 165 transactions against the 167 closed the previous year. However, a significant drop in the market is observed in the value of transactions: The first trimester of 2019 recorded closed operations for 4.3 billion euros; less than half the 10 billion in the first quarter of 2018 (see chart below for more data)


According to experts, the main reasons for the contraction are to be found in (i) the uncertain political framework (Internal political instability as well as external: Brexit, the European elections, the change at the top of the ECB), (ii) the slowdown in expected GDP growth, but, above all, the average expected multiples on the Ebitda of companies on the market, which 2018´s very high values the market does not regard as sustainable expectations (10x vs 8.3 in 2015, 7x in 2010 and 7.6 in 2005 for Private Equity and strategic acquisitions- KPMG). In addition, due to the mentioned political and economic framework debt for acquisitions is less readily available.


In this context, however, there are sectors of the market that continue to progress. Cosmetics, design and furnishings, the software world and food are sectors that will continue to prosper in the coming months of 2019. The sectors with low technological and innovative content (manufacturing sectors and producers of intermediate goods), are instead those that risk suffering the most.


According to some observers, the remainder of 2019 will be a “not very lively year” and characterized by strong caution with more contained multiples; always keeping in mind that in a country with a strong manufacturing vocation like Italy the “industrial logic” tends to prevail over financial trends.


Post by Studio Alberti.


BAUM, together with BSK, closes the first round of financing of Alias Robotics for an amount of 750,000 euros, which will be completed with a second round of financing for another three million euros in 2020.

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This investment has been provided by the founders of the startup, as well as by several private investors, including Baron Capital and other professional investors.

In this time, Alias Robotics has made a niche worldwide with the development of a product for robotics that allows analysis of the behavior of industrial robots, identifying malfunctions, external computer attacks or alterations of the 'Blackbox' that controls the operation of these robotic devices. The Spanish company's business forecasts for 2019 will multiply by 10 the business registered in 2018, surpassing those foreseen in the firm's strategic plan.

In parallel, Alias Robotics is offering and consolidating its security consulting services for companies that use robots for their automation processes as well as for robotics manufacturers. Among them is one of the leaders in the field of collaborative robots: Acutronic Robotics. More here.


Post by BAUM.

21 May 2019: ICFN GLOBAL SUMMIT, MAY 21ST 2019

ICFN members have met in Vienna to exchange ideas on how to further strengthen the network to support clients in their international growth strategies.

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In the past years the network has successfully expanded its geographical scope to cover relevant markets in Europe, the US/South America and Asia and has seen growing cross-border activities and interesting deal flow within the network. The event was deemed a big success by all participants, again emphasizing the advantages of being able to work on an international level with partners sharing common ethical and business standards.


Bitkom has published a recent survey conducted by Bitkom Research on the use of artificial intelligence in German industrial enterprises. 

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According to the survey 12 percent of German industrial enterprises are already using artificial intelligence in the context of Industry 4.0.


49 percent of companies interviewed expect that machine learning, allowing for an exchange of data from different sources, error prediction and problem solving in the context of Industry 4.0 will profoundly change existing business models. Artificial intelligence in smart factories is expected to improve scalability and reduce costs especially for personnel, maintenance, inspection and development.


With regards to connectivity in general more than half of the companies surveyed are using special applications for Industry 4.0 and 21 percent are planning to do so. On average approx. one quarter of all machines in the German manufacturing industry are already linked to the internet. See all survey results in Bitkom’s April 1, 2019 press release.


Post by S. Legtmann


3D printing is set to have radical implications on manufacturing companies. With the pace of technological development in the sector, manufacturer´s sourcing practices and production strategies are entering a new dimension.

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According to the 3D Printing Industry site, 3D printing market is expected to reach USD 30.19 billion by 2022, at a CAGR of 28.5% between 2016 and 2022. 3D printing is used to develop prototypes and end products in industries such as automotive, medical, aerospace, defense, dental, art, architecture, fashion designing, biomedical, jewelry, interior designing and more. Electronics, spacecraft, construction, organ transplantations, food, robotics and other industries have also started adopting the 3D printing technology. The market is expanding rapidly,and is now focusing on the production of end parts with the development of technologies and metal powdered materials.


Desktop Metal, a company that this summer raised $115 million from a group of investors, including Google Ventures, epitomizes this boom. Desktop Metal’s claim to fame is that it’s platform can be used to 3D print things in metal 20 times cheaper and 100 times faster.


Desktop Metal is not the only company showing great progress. Australian Titomic’s printer can print a titanium bicycle frame in 25 minutes, a test de force that helped the company record an impressive IPO on the Australian stock market. NASA has also been working with 3D printing to make rocket parts.


As is often the case, new technological solutions and advances have led to M&A activity. The driving factors behind the increase in M&A activities include the need to increase scale, substantial growth of startup companies, the intense competition, and the need for companies to improve their technology, product, and services portfolio.

GE’s acquisitions of Arcam and SLM Solutions, worth a combined $1.4 billion, is the start to M&A good times for 3D printing.


Other large companies are making similar acquisitions: Siemens, acquired Material Solutions and HP bought David Vision Systems, pointing out a target to establish itself as a producer of 3D printers that can print objects in metal.

In the start-up landscape, CB Insights data shows that funding activity is also on the rise, with Ultimaker picking up $17 M and Carbon 3D $81 M.


The race for competition in the market will still intensify in an extraordinary way, making new products and innovations lead to an increase in product/service extensions, which in turn will boost M&A activity in the sector.


Post by A. Arteaga


Since the beginning of the year, 224 mergers and acquisitions transactions have been carried out in Portugal, totaling a closing of 16 billion euros. 

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These figures represent respectively a 12% decrease and an 81% increase over the same period in 2017. And the value of operations this year is inflated by the takeover bid launched in May by China Three Gorges over EDP – Energias de Portugal, amounting to EUR 9.1 billion.


Sectors such as real estate, technology, finance, and tourism & hotels, respectively registered 57, 33, 23 and 18 transactions.


In September, there were 22 deals, - which represent a drop of 21% - for a total of 224 million euros, 26% down in comparable terms.


These numbers includes Mergers and Acquisitions, Private Equity and Venture Capital.


Posted by V. Afonso


Investment activity in the vacation rental sector, a specific sector within travel tech, is intense.

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The growth of platforms such as Airbnb has generated a set of companies and business models focused on providing services to this new holiday model: channel or reservation managers, property managers, ...

Recent operations have refocused on the sector, such as the $8.5 million round closed by Properly, a provider of cleaning services for owners, or the $64 million B series closed by the property manager VACASA.

Such is the attraction of the sector that traditional players such as Accor (hotels) or SOCIMIS (Real Estate Investment Companies) have placed the focus of investment in the vacation rental sector.

The question now is whether this amount of investment will allow the sector to evolve in a healthy way in the medium term.


Post by A. Arteaga


DealRoom is an industry leading virtual data room software, as well as the only solution that combines file sharing with project management for mergers and acquisitions (M&A) due diligence.

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Elit Capital is an independent firm, specialized in financial and strategic advisory for corporate transactions, M&A, complex divestments and cross border deals, focused on maximizing clients shareholders value and a member of ICFN.


The strategic partnership between DealRoom and Elit Capital will leverage an unparalleled level of capability and global reach to offer corporate M&A solutions which ensure a 40% faster due diligence process along with analytics that track buyer behavior.


Through this partnership, the companies will collaborate closely on product development and broad customer engagement in order to further educate the industry on agile M&A and its benefits. Agile M&A enables an iterative process that focuses on client needs first, puts team interaction over tasks, and adapts to the current project state instead of following an inflexible plan.


Speaking about the partnership, Daniel Rivera, Elit Capital’s CEO, said: “A key part of Elit Capital’s strategy is growth within mergers and acquisitions. This partnership with DealRoom further enhances the skills and capabilities to accelerate our ambitions in this sector.”


Kison Patel, CEO of DealRoom added: “DealRoom has always been an innovative and customer-centric company, so we are pleased share our software as a value add. The capability fit between our two companies is very clear. Beyond that, we are excited about this opportunity because we share a common belief in efficiency for our customer. Our complementary capabilities and shared values make me confident that this partnership will flourish.”


Post by D. Rivera

04 Sep 2018: LEGALTECH & M&A

We are witnessing a real revolution in business law.

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On the one hand, the main technological trends of our times (robotics, artificial intelligence, bitcoin and blockchain, industry 4.0,...), represent a challenge for legal firms to be able to advise their clients in these sectors, and require constant investment in training and new technologies.


But, even more importantly, these technological trends, especially artificial intelligence, have a direct impact on the sector, mainly by automating repetitive processes with little added value. A new wave of startups has arrived to create a new sector, legaltech, made up of companies that generate technology for the legal sector (according to Thomson Reuters, in recent years the number of patents in the legal field has multiplied by 5), and tech-centric alternative legal providers (Axiom Law).


All major firms worldwide have their own developments in artificial intelligence. And even the Big Four are adopting certain strategies in this field (for example, the recent acquisition of Riverside Legal, a technology-based legal advisory firm).


Post by A. Arteaga


The Dutch M&A market is, equal to the European market, at its highest point in 10 years. 

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Due to the large amount of capital flowing in to the market and private equity shifting to smaller (mid market) deals, prices still increase. As a result the Dutch mid market shows a yearly significant increase in the number of deals. The ‘hunger’ for deals by private equity and the large amounts of capital made the average mid market transaction multiples show an increase year on year.


The recent average transaction multiples (EBITDA) per industry and the % of transactions per industry are as follows:

- IT 6,1 (17%)

- Healthcare 6,0 (6%)

- Wholesale 5,65 (12%)

- Agricultural & Food 5,5 (5%)

- Industry 5,25 (16%)

- Services 4,95 (21%)

- Advertising & communication 4,65 (3%)

- Building & Construction 4,05 (8%)

- Hospitality / tourism 4,0 (5%)

- Automotive, transport & logistics 3,75 (5%)

- Retail 3,65 (2%)


Since transaction multiples have shown a year on year increase the last few years and private equity and strategic buyers are still looking for interesting deals (add ons) in the mid market, more and more business owners are now considering to sell their business.


Post by B. Brusche


The Spanish province of Castellón continues to play a leading role in the consolidation of the tile sector. 

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A consolidation process driven by private equity. Some of these companies (Equipe and Rocersa) have passed bankruptcy proceedings due to the financial crisis and have emerged stronger thanks to the increase in exports.


Miura Private Equity has recently taken a majority stake in the tile manufacturer “Equipe Cerámicas” for an estimated value of €80M, which represents a multiple of about 6x ebitda. Additionally, Rocersa, which also faced real struggle during the crisis, is now experiencing an increase of about 20% in the turnover (€50M). Indeed, Rocersa has been acquired by an American investment fund, Avenue Capital. Even though the value of the transaction remains unknown, the debt is to be restructured in order to obtain profitability.


Last but not least, SK Capital Partners have just materialized the acquisition of Halcón Cerámicas, which turnover in 2017 was about a 130 millions €. The transaction means around €180M Enterprise Value and represents a multiple of about 6x ebitda (€30M).


Post by A. Arteaga


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  • Seek personal contact with the people with whom you are negotiating
  • Learn to be a "people first" person
  • Make sure that all sides, at least subjectively, come out of the negotiation as winners
  • Prepare yourself well for negotiations and create alternatives to a bad negotiation result

Post by M. Hirt


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  1. If your company is a top performer in an attractive market with good growth, then right now may be the right moment to sell at a top valuation.
  2. If the growth of your market is already beginning to weaken, but your company is well positioned to continue to gain market share, it may also be a good time to sell.
  3. If you see a technology change in your market in good time and come to the conclusion that an investment in the new technology does not pay off for you, or is associated with too high a risk, you should sell.
  4. When important patents of your company expire in a few years and you find a buyer in time who can do more than you with the remaining term of the patents and market access.

Posted by M. Hirt


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ICFN members met on April 24, 2018 for the fourth ICFN Global Summit. New Alliance Members for Asia and the UK were introduced to the Network. Exchanging ideas on how to facilitate and stimulate deal flow through the network and further increase value to ICFN members‘ clients the meeting brought new adjustments to ICFN strategy to line up with the growth of the network. In 2018/19 ICFN will be further expanding its geographical scope covering selected additional regions worldwide.