Highlights with Foresight from Our International Corporate Group

Highlights with foresight From our International Corporate Group

© 2019 Introduction Introduction Page 3 M&A “Bird & Bird’s international corporate offering is growing from strength to strength. In the past year we have launched some outstanding initiatives and Page 4 welcomed 13 new partners to the team, an 18% increase from 2017. This rapid Contacts and strategic expansion helps to realize our vision to become the number one law Page 14 firm in the world for organisations being changed by technology and the Digital World. Interestingly, nearly 30% of the deals we worked on in 2018 were cross- jurisdictional.”

Over the past 12 months our cooperation agreement We are seeing more diversity in the work we’re with AllBright has led to a significant increase in completing, such as exploring recent rules changing mandates from Chinese clients, strengthening our around the investment in cannabis production 2018 M&A China outbound and global corporate capabilities. to acting as nominated adviser and broker on the We continue to support non-Chinese clients with initial public offering of an advanced stage potash deal highlights their inbound legal requirements too. This is an exploration and development company whose Page 12 area of growth for our team due to China’s ongoing primary project is located in the Republic of Congo. commitment to boosting its economy through Our clients are sharing the results too. The Nisus working alongside foreign investors. Client Satisfaction Survey reported our further We have already started to benefit from having improved client service since 2016 in areas including partners on the ground in the US, with our San teamwork, market understanding and proactive Francisco office playing an important role in communication. introducing our corporate capabilities to existing Capital clients whilst strengthening our international team’s Private Markets reputation with US law firms. We expect 2019 to follow the same upward climb, working collaboratively Equity Venture Page 6 with colleagues to provide our clients Page 10 Capital with the advice they truly need. Page 8

“Despite the press around Brexit, our M&A team was incredibly busy in 2018. Highlights from the past 12 months include: Looking forward:

We have continued to see significant interest from acquirers, particularly in • We advised Helsinki-listed F-Secure Corporation In the M&A market there is a continuing demand to companies which are developing, or own, technology assets. Technology assets on its cross-border acquisition of the international reduce and manage due diligence costs. Bird & Bird are currently able to attract strong valuations and deal terms.” cyber security software and service provider MWR has tried to address this through effective project InfoSecurity in a £105 million deal. The transaction management, through focussing on what really was highly significant in the cyber security market matters in the context of each transaction and through • We advised Elcograf SpA, a major European using an artificial intelligence tool, Luminance, to While the continued uncertainty around Brexit is We have seen a significant number of technology printing group, on its acquisition of Clays. Clays is reduce the resource spent on manual document no doubt having an impact on the risk appetite of convergence transactions in which non-technology an iconic book production business that has been review and add value beyond what traditional legal acquirers, we predict that non-UK acquirers will companies acquire or make strategic investments operating for more than 200 years and has printed due diligence processes are able to offer. continue to show a strong interest in UK based assets in technology companies with a view to developing many of the UK’s best loved books, including We continue to encourage acquirers to devote and in using English law as the governing law for the acquirer’s expertise and product offering. We bestsellers by the likes of J.K. Rowling and Dan sufficient time and attention to due diligence on cross-border transactions. We have seen growing are seeing increasing competition for venture capital Brown. a target’s core assets. This is particularly true in interest from buyers based in China and Japan, and and private equity investors from corporates in the the technology space where unexpected issues predict that trend will continue. technology sector, a trend which is likely to continue • We advised DXC Technology, an American surrounding matters such as ownership of intellectual gathering pace. multinational end-to-end IT services company, on As a result of recent changes to the rules requiring a number of matters including on its acquisition property and third party license terms might not be declarations with the Committee on the Foreign of UK-based TESM Limited, a global end-to-end immediately apparent but can turn out to have a Investment in United States (CFIUS), we expect CFIUS ServiceNow partner and Sable37, a global software significant impact on the value of the target. considerations will have a strong impact on M&A Bird & Bird’s M&A team was nominated for “M&A provider based in Melbourne. transactions in the technology sector, particularly in Team of the Year” at the British Legal Awards 2018 • We advised ELEVEN Sports, the main subsidiary respect of deal structure and timings. in recognition of delivering a complex, high value of Aser Media on its sale of a majority stake to and multi-jurisdictional transaction in the cyber one of Poland’s largest TV channels Polsat for €38 We have seen a sharp increase in the use of W&I security space”. million. Eleven Sports is one of the fastest growing insurance on M&A transactions, typically at the media companies, currently delivering premium request of sellers in order to mitigate the level of sports action to 17 million paying subscribers in ongoing liability they are willing to assume, and seven markets. particularly on exits in the technology sector. We predict that this trend will continue.

“Over the last year we have seen funding options becoming increasingly Highlights from the past 12 months include: Looking forward: international with more companies looking to foreign investors and markets for • We advised Agillic A/S on its listing on NASDAQ We anticipate that 2019 will be a better year all-round. finance. Popularity of new growth markets is on the up. We are increasingly being First North Copenhagen (an alternative exchange Denmark and Sweden are seeing more listings on First based in Denmark and Scandinavia). North than ever before and this trend is expected asked to work with clients to assess eligibility and criteria of multiple international to continue. The market correction suffered by the • We advised Alpha FX, a foreign exchange UK in October 2018 has resulted in many companies exchanges to ensure clients have the full picture when making the next step in specialist on its oversubscribed secondary placing indicating a decision to IPO in H1 of 2019 instead. It is their growth.” raising £20m. The financing follows its successful expected that there will be a resurgence in resource IPO in 2017 and being named as 'deal of the year' companies; these were badly hit in 2018 but given by the London Stock Exchange. Whilst the Hong Kong and US markets were Bird & Bird & ELITE their continuing strong fundamentals, investors • We advised C&N Holdings Limited, a logistics particularly active throughout 2018, deal volume In 2018 we signed up as global partners to ELITE, are likely to be attracted to these companies with company, on its IPO of, and £72m fundraise, and capital raised on European markets declined, the London Stock Exchange Group’s international favourable economics. particularly in Q4. This may be caused by heightened on the Growth Enterprise Market of the Stock business support and capital raising programme. Growing urbanisation in China, Africa, South America geopolitical tensions between the US and China Exchange of Hong Kong. and India accompanied by shrinking government and the trade restrictions being imposed. This, Supporting the growth of visionary, innovative • We advised Canaccord Genuity Limited as budgets gives scope for the financing void to be plus perhaps uncertainty over Brexit, impacted and fast growing companies is at the core of Bird & nominated adviser and broker on the initial public filled by institutional investors and new legislation investment in AIM listed companies towards the tail Bird's offering so collaborating with ELITE is a very offering of Kore Potash plc on the AIM Market of passed by the Italian government now encourages end of the year despite investor successes in early 'natural fit'. The relationship has developed across the London Stock Exchange, with a market cap of alternative forms of lending, such as mini-bonds, 2018. Southeast Asia has performed well, raising our international network including China, Dubai, AUS$92.6m. which can be listed on a new multilateral trading comparatively more capital despite a slight drop in Germany, Hong Kong, Hungary, Italy, Netherlands, • We advised Liberum Capital, as sole bookrunner, system, ExtraMot. The retail sector has struggled deal volume. This performance was led by Vietnam Poland, Saudi Arabia and Spain. on a secondary fundraising for AIM-listed Gresham recently where the healthcare and technology and Thailand which accounted for 78% of capital House PLC, raising gross proceeds of £15 million. sectors saw success in 2018. With the continued raised in the region. • We advised Banca Akros S.p.A., the investment development of disruptive technologies in the and private banking arm of the Banco BPM form of cloud technology, machine technology and S.p.A., as Sponsor and Global Coordinator for the blockchain as well as recent entrants to the capital capital increase of Industria e Innovazione S.p.A. markets stage, cryptocurrencies and cannabis, we subscribed by PLC Group S.p.A. are looking forward to an active 2019.

“With many exciting companies throughout the world who are looking to disrupt Highlights from the past 12 months include: Looking forward:

traditional industries and business models, there is an ever-increasing need for • We have advised international venture capital Technology has an every increasing place in the VC group to continue its focus on working with high quality start-ups with firmIndex Ventures for over a decade, people’s everyday lives, so it continues to attract good growth and global potential. This year we are launching an online platform including numerous investments in household significant investment across the globe. names such as Citymapper, Property Partner, to guide and support fast-growing companies throughout their growth lifecycle. Political upheaval can also have a profound impact Notonthehighstreet, Astley Clarke and Just Park. on growing companies. Brexit has the potential This platform will be an international offering for clients and potential clients In 2018 we advised Index on its Series A financing to shift the UK’s attractiveness to start-ups and looking to expand globally.” of FactoryMarket. investors to other EU capital cities. Currently, the • We advise Kreos Capital, the largest and UK attracts about a third of all VC money available leading provider of growth debt to high-growth within Europe. Brexit has made raising money Market consolidation within the technology and Our position in the market companies, throughout Europe. We have advised harder (following the vote, capital raised in Europe communications field saw 2018’s growing trend of • Continuously ranked in band one by the UK Legal on multiple loans to companies including Rockley dropped 25%) and the biggest investments are ten-figure valuations for VC funding rounds, partly 500 for venture capital Photonics, Seal Software, Currency Cloud and coming from outside Europe. CFIUS is a powerful due to the ‘SoftBank effect’. Our core focus on Mister Spex GmbH. gatekeeper to major deals with the US (potentially technology has paved the way for involvement in • 2018 Legal 500 EMEA: Band 2 listing France: regulation of start-up investments from foreign exciting deals such as helping our long term client • We advised 3ST Engineering Ventures Fund Pte. Private equity: Venture and growth capital firms). It is also interesting to see Chinese, and other Darktrace, on its $50 million series E financing led Ltd, the Corporate Venture Capital unit of SGX • 2 star rated Venture Capital in JUVE Asian VC investors increasingly looking towards by European private equity firm Vitruvian Partners listed Singapore Technologies Engineering Ltd, Europe with interest as China's trade pressures with with participation from existing investors KKR and on its investment into Azendian Holding Pte. Ltd., US continue. 1011 Ventures. The deal gives the machine-learning a Singapore-based data analytics company. We expect to see more financing activity at the cyber security company a valuation of $1.65 billion, • We have advised Albion Capital Group, a leading later stage of a company's financing lifecycle and making it our latest Unicorn client. independent investment manager, for over 7 for this funding to come not only from the venture We continue to be involved in the venture financings of years. In 2018 we advised on investments in over community but also from corporates who are all types of technology across a broad range of sectors 17 companies across the UK, most commonly increasingly realising that they are missing out on from fintech (with Blockchain technology expected within the medtech and healthcare industry. The good opportunities to complement or ultimately to continue to attract significant attention from VCs wider Albion Group has funds of over £1 billion improve their existing businesses. and the venture arms of corporates), cybersecurity, under investment management or administration. life sciences and healthtech, insuretech, legaltech to the emerging and growing femtech, proptech and madtech sectors.

“Throughout 2018 we are pleased to have continued to successfully establish new, Highlights from the past 12 months include: Looking forward:

and develop existing relationships, with local, regional and international private • We advised the Finnish construction equipment In 2018 private equity funds turned to Bird & Bird equity houses. Beyond assisting in local transactions and regional cross-border rental company, Renta (a portfolio company to for support on various occasions, particularly for transactions, we have broadened our relationship with a number of private the Finnish private equity firmIntera Partners) our sector expertise in digitalized business models. in their international expansion through the We expect this development to intensify in 2019, equity players, assisting them independently in two in several jurisdictions where acquisition of the Swedish Stål och Hyr Group. and senior fund managers will increasingly use Bird & Bird is active. Our clients have benefited from international coverage and • We advised Vitruvian Partners on its partnership their specialisation for certain sectors and evens appreciate our ability to combine robust transactional expertise with genuine with the German-Swiss doctari Group. In addition subsectors like health-tech and SaaS-based business models to have a timing and potentially pricing wide sector knowledge.” to acquiring the shares and setting up the holding structure for the investment, we advised Vitruvian advantage in completive deal opportunities. on the partial financing of the purchase price Funds will have to combine such specialised • We advised vitronet and private equity house In 2018, the strong trend among both traditional The private equity market is becoming more investment approach with a buy-and build strategy Deutsche Beteiligungs AG (DBAG) on a successful private equity funds and those originally more international (including emerging markets) which as in many IP-heavy sectors large targets are scarce. management buyout (MBO)-financing, including active on late-stage large-volume venture capital complements our expanding global footprint. The When selecting the management team, investors demand-oriented financing of future acquisitions. investments was towards more and larger investments landscape in the Nordic region is strong, with high will now increasingly be looking for a combination Central to the project was the refinancing of the in asset-light and IP-heavy industries. This trend fundraising activity anticipated in the next few years. of entrepreneurial attitude and superior sector purchasing price of vitronet Projekte GmbH that essentially mirrors the general evolution towards an As Bird & Bird holds the unique position of being expertise. This may allow them to actively create DBAG Expansion Capital Fund (DBAG ECF) paid increasingly digitalized industry in many sectors. the only truly integrated international law firm with a larger, and in the long-run, vertically integrated in 2017, as well as further payments regarding offices in Sweden, Finland and Denmark we can portfolio company. completed add-on transactions. Within this movement, private equity investors have capitalise on these growth opportunities. become aware of the disruptive potential of relatively • We advised Stål & Hyr Group AB (and Intera new market entrants within perceived “traditional” Partners) on the add-on acquisition to private sectors and their value potential when their digital equity company’s Finnish portfolio company business model takes flight, e.g. logistics, healthcare, Renta Group (owner of Swedish Stål & Hyr financial services. Group AB), we also advised Stål & Hyr Group on the acquisition of the holding company Sör Väs Intressenter AB owning all outstanding shares in Aros Hyresmaskiner i Västerås AB.

2018 international M&A deals

Life Sciences & Healthcare Media, Entertainment & Sport Energy & Utilities

1 Widex: Advised on the strategic merger between 5 Avalanche Studios: We advised the founders of 6 General Electric: Advised General Electric Company Sivantos and Widex, which will create the world's leading Swedish open world game developer (GE) on the sale of its global industrial solutions third largest hearing aid manufacturer, a global Avalanche Studios as they are acquired by business to ABB Group which involved three major phases: R&D powerhouse as well as an innovation leader. entertainment company Nordisk Film. legal due diligence, the pre-sale restructuring and the The transaction is subject to regulatory approvals The transaction with Nordisk Film comes transfer of the business to ABB Group. The combination will and other customary closing conditions. on the back of a first minority investment allow ABB to provide a more technologically advanced and in Avalanche Studios in April 2017. digitally connected offering to their customers. Value: €7 billion Led out of: Copenhagen Jurisdictions: Denmark, Germany, UK, France, Poland, Value: 1.2 billion SEKLed out of: Stockholm Value: USD $2.6 billion Led out of: Hungary China and Australia Jurisdictions: Sweden Jurisdictions: +80 10 LKAB Minerals: Advising the international industrial 2 Mehiläinen: Advised the management of one minerals group on its acquisition of the business of the largest healthcare providers in Finland Financial Services of Francis Flower, comprising two companies Francis in the sale of, and reinvestment in, the company. Flower (Northern) Ltd and Gurney Slade Lime & Stone Mehiläinen was acquired by CVC Capital Partners Fund Beach & Associates: We advised the management Ltd. Included in the purchase is the substantial Ground VII together with the management and a consortium 11 team at Anglo-Canadian insurance broker, Beach & Granulated Blast furnace Slag plant operated by Francis of leading Finnish institutions, including LocalTapiola, Associates, in its acquisition by Acrisure LLC for a mixture Flower on the British Steel site in Scunthorpe. It employs Varma and Ilmarinen. of cash and share consideration. In addition to advising 130 people across four sites in the UK. Value: €1.8 billion (approx) Led out of: Helsinki on the terms of the trans-Atlantic mid-market sale, we Jurisdictions: Finland, Sweden demonstrated our considerable expertise in structuring Value: confidential Led out of: London the management equity piece which represented around Jurisdictions: UK, Sweden 3 Prexton Therapeutics: Assisting biopharmaceutical two thirds of the project. company Prexton Therapeutics and its founders in Retail & Consumer relation to the sale of Prexton to Danish pharma Lundbeck, Value: Confidential Led out of: London a global pharmaceutical company specialising in psychiatric Jurisdictions: UK, US Intera Partners: We advised the Finnish construction and neurological disorders. Prexton applies a new scientific 8 equipment rental company, Renta (a portfolio approach that fully integrates molecular, behavioural and company to the Finnish private equity firm Intera Partners) chemistry technologies to address Parkinson’s disease and in their international expansion through the acquisition of other brain disorders. the Swedish machinery and equipment rental company Stål Value: €110 million Led out of: The Hague och Hyr Group. Jurisdictions: The Netherlands Value: €110 million Led out of: Stockholm Jurisdictions: Finland, Sweden

Peter Veranneman Struan Penwarden Co-head of International Corporate Group Head of International Venture Capital Tel.: +4921120056186 Tel.: +442079056229 [email protected] [email protected]

Stefano Silvestri Mårten Willamo Co-head of International Corporate Group Co-head of International Private Equity Tel.: +393407000538 Tel.: +46850632006 [email protected] [email protected]

Neil Blundell Peter Leube Co-head of International M&A Co-head of International Private Equity Tel.:+442074156179 Tel.: +4969742226191 [email protected] [email protected]

Alfred Herda Co-head of International M&A Tel.: +4921120056149 [email protected]

Clive Hopewell Head of International Capital Markets Tel.: +442079056370 [email protected] twobirds.com

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