Dealmakers: Middle Market M&A in Australia 2015 Contents

Introduction 4

Value in the middle market 6

Australia’s middle market – By the numbers 7

Pitcher Partners Q&A: Developing an effective approach to acquiring in the middle market 8

Sectors focus 12 Business services 14 Consumer 15 Technology, Media and Telecommunications 16 Growing potential in agribusiness 17

Cross-border deal flows: Foreign investment and outbound acquisitions 18

Case study: Invengo’s acquisition of FET (Australia) 23

Private equity 24

Conclusion 27 3 4 Introduction have historically accounted for a majority ofM&Aactivity between US$10m(AU$12.8m) andUS$250m(AU$320m), market. These deals, definedastransactions valued M&A narrative isvery muchonedefined by the middle of Roc Oilby aChinesebuyer, stealheadlines, theAustralian storedepartment chainDavid Jonesandtheacquisition While bulge bracket deals, like thesaleofAustralian volume andvalue terms. largest M&Amarket inAsia-Pacific, behindonlyChinain This new annualrecord helpedAustralia become thesecond- likewise bouncedbackpost-financial crisis to reach 498deals. to almostUS$70bn(AU$90bn) in2014.M&Avolumes have which experienced ajump from US$46bn(AU$59bn) in2012 optimism follows athree-year trend offrenetic dealmaking, business operators through to pursuegrowth M&A. This privatisations are creating excellent conditions for savvy investors alsoagree that low interest rates andgovernment ready to pullthetrigger onanew round ofdeals. Bankers and reserves, corporate boardrooms andfinancialsponsorsare and acquisitions(M&A).Confident andwithamplecash The stage isbeingsetfor yet anotheryear ofrecord mergers 2nd

Asia-Pacific, behind onlyChinain volume and value terms Australia becamethesecond-largest M&A market in Figure 1:Australian M&A

Number of deals Number ofdeals 120 150 30 60 90 0 Q1 2009 Q2 Q3 Q4 Q1 2010 Q2 Q3 Q4 Q1

2011 Deal value Q2 Q3 Q4 Q1 2012 Q2 Q3 Q4 Q1 2013 Q2 Q3 Q4 Q1 2014 Q2 Q3 Q4

0 10 20 30 40 50 60 Deal value AU$bn value Deal Introduction activity in2015andtheyearsactivity ahead. trends andthemotivations that are likely to drive deal alsoexaminesreport thedealdrivers behindtheseM&A border dealflows, as well asthe role ofprivate equity. This companies offer, ofinterest thesectors for investors, cross- middle market dealsegment, lookingat thevalue-add these Pitcher Partners andMergermarket, analyses dealsinthe This thought leadershippublication, acollaboration between (AU$64m) range accounting for two infive transactions. accounted for withtheUS$10mto US$50m 68%ofallM&A, in Australia thesetransactions since2009.In2014alone, (deals withdisclosedvalues) Figure 2:M&Adealvolume 2009-2014 >US$1,001m US$251m -US$500m US$51m -US$150m US$0m -US$9m 7% 18% 7% 5% 4%

US$501m -US$1,000m US$151m -US$250m US$10m -US$50m 16% 43%

5 6 finance or to make acquisitions. and for investors, thiscreates for opportunities providing andexpansion alsoposeddifficultiesopportunities – the soundestofbusinesses. Inthisvein, fundingnew peers, securing cashflows presents difficulties for even be onstronger ground thantheirstart-up andsmall-cap ability to manage costs. While theircashpositionsmay intheeconomicis uncertainty environment andthe forof growth thesecompanies. Foremost amongthese its challenges. Anumberofkey barriersstandintheway Despite thisresilience, themiddlemarket isnotwithout middle market companies, growth bothlistedandunlisted. companies rose through theranks from start-up status to and persistent innovation is, after all,how many ofthese challenges andtranslating thisinto growth. Adaptability fromby andlarge, these successful inseizingopportunities obstacles to theirbottom lines, thesecompanies have been, respective industries. Asdisruptive technologiescreate new these companies butthrive notonlysurvive, withintheir quickly adaptto changingmarket conditions hashelped agility that bigger businessesdonotpossess. Anabilityto cap corporates, companies inthemiddlemarket have an Nimble intheiroperations andleanerthanthelarge- nottoo small Not too big, market, investors are takingnote. that helpraise theirappeal.Basedondealfigures inthemiddle andactivity these two businesssegments feature distinguishedcharacteristics andstructures a financialadvantage thansmallbusinessesand startups, companies inbetween While generally lackingthescaleandresources corporations, of butstillat more of Value inthemiddlemarket 68% of allM&A involvedof transactions inthemiddlemarket

Cornerstone oftheAustralian economy according to figures from the AMGA. promising outlooks intermsoffuture businessgrowth, the economy, companies boastoneofthemost asmid-cap This hashadalargely positive onsentiment impact across middle market continues to provide areason for optimism. fluctuations andtheendof Australia’s miningboom, the Even ascontinued concerns proliferate over commodity price of2015. quarter declineinthefirst withexpectationsto aclose, ofashort of Statistics showed arate ofjustover 6%as2014came upward trend in2011. that started The Australian Bureau especially astheunemployment rate continues asteady positions. This value-add to theeconomy isconsiderable, the country, orroughly 3.2millionfull-timeemployment creation. These companies provide oneinfour jobsacross The Australian middlemarket isalsoamajorsource ofjob from bigbusinesses and smallstart-ups. numbers addupto more thanthecombined contributions (Australia’s GDPin2014was US$1.5tn, orAU$1.9tn). These generate more thanUS$425bn(AU$544bn) annually Alliance (AMGA) estimates that thesemid-sized companies the national economy. The Australian Mid-Market Growth of allcompanies inAustralia yet contribute immenselyto Middle market businessescomprise asmallpercentage 1 2m withturnovers lessthanUS$10m businesses, compared to more than Banking/Finance 27,000 Company count By thenumbers Australia’s middlemarket – Source: GECapital, Australian Mid-Market Alliance Growth / 5 from mid-cap companiesfrom mid-cap of borrowing andbankdepositscome 1.4% Only of businesspopulation $ $ (Approx) $ $

$ 1 1 in4 Jobs Business revenue 3.2m That’s roughly full-time employment opportunities jobs are created by themiddlemarket / 3 generated by themiddle market of Australian business revenue is

7 8 Michael Sonego and Warwick Face M&A. discusstrends inmid-cap andtactics realise thefullvalue thesebusinessesoffer. Pitcher SimonJohnson,Partners’ Investing inAustralia’s middlemarket requires adetailedapproach to in themiddlemarket an effective approach toM&A Pitcher Partners Q&A:Developing regulatory frameworks ofsuccessful deals. andasolidhistory environment inwhichto transact. The country iswell known for itsstrong Additionally, theAustralian market ishistorically seenasastable and adaptquicklyto changingconditions. themselves are agileandstilllarge enoughto withstandshocks inthemarket processesor replace once anacquisitioniscomplete. certain The companies thateasier to change, is, itisrelatively easy to implement new management Another qualityofthemiddlemarket isthat thesecompanies are often market player to expand market presence orcustomer base. market orgeography, withanestablished middle andeitheracquire orpartner assume. Therefore, itcanmake more economic senseto buyinto aspecific and money, andthuselevates theamount ofriskapotential investor must establishing anew brand, product offering, orstate basedmarket takes time expand nationally. Australia isa small,geographically diversified market, so or for larger domesticcorporates to diversify theirholdingsinto othersectors/ their positionasanentry point for foreign acquirers into theAustralian market SIMON: Oneofthemainvalue addsfor Australian middlemarket companies is deals donot? What doesAustralia’s middlemarket offer that bulge bracket Simon Johnson Michael Sonego

Michael Sonego come before you. and progress thosethat benchmark opportunities will allowyou to having anM&Astrategy potential acquisition, providing direction toany strategy. Asidefrom don’t have anM&A buyers isthat they often biggest issuesfor One ofthesingle Warwick Face in themiddlemarket an effective approach toM&A Pitcher Partners Q&A:Developing time wasting andsunkdealcosts and possiblyminimisingthefinal price at close. between buyer andseller, thusreducing theriskofnotcompleting thedeal, the market. Inthisway, they may beableto orchestrate anexclusivity agreement that areThese advisorscanhelpfindopportunities notwidelyknown within of what was involved. actually fail becausethere was noclearvisionoftheoutcomes sought ormisunderstanding and fullyunderstandtheimplications ofwhat you are aboutto do. Too often deals itiscriticalto be clearaboutwhat youWhether buyingorselling, want to achieve the process orassistwithtarget sourcing andselection. advisors (as theirmore experienced colleagues are doing)to guidethemthrough those that come before you. Entrants new to themarket may want to seekout having anM&Astrategy and progress willallow you to benchmarkopportunities an M&Astrategy. Asidefrom providing direction to any potential acquisition, MICHAEL: Oneofthesinglebiggest issuesfor buyers isthat they often don’t have when approached by potential buyers. change andinnovation willinevitably seedeepdiscounts intheirvaluations often thesamecompanies that succeed. Those companies that donotembrace proactive stepsto change direction, are crucial,ascompanies that innovate are competitive, dynamicmarket? Answering thisquestionhonestly, andtaking economic value. Isthebusinessgrowing andevolving inanincreasingly isn’t justaboutproviding bottom linegrowth, butrather ensuringlong-term to themarket andadequately prepare to exit theirbusinesses. This often boomers planfor theirfuture retirement, they attention needto pay particular Also, succession issuestypicallycome onthesellside, into play. Asbaby shareholder outcomes. planning over a2-3year periodpriorto thefinaldealisoften critical to maximise cannot easilydealwithpoorrecords orastructural issueat thus thelastminute, the biggest factors thefinalafter impacting taxcashoutcomes. Itis fair to say you generational change orseekinganexit, businessanddealstructure canbeoneof These willofcourse vary from to sector. sector For family businesses contemplating strategic/value point ofview, alsounderstandinganddrivingothervalue factors. profitability. Itsbedrock istheintegrity ofthebusinessnumbers, andfrom a business rather thanworking ontheirbusiness. Planning anexit isnotjustabout plan theirexit processes, asbusinessowners typicallyspendmore timeintheir WARWICK: many Onthesellside, middlemarket companies donotproperly and sellside? What challenges exist inthemiddlemarket for boththebuyside

9 10 not overlooked. and make sure that potential bidderswithactual are an advisorcanhelpsettlethenoiseofprocess Flushingoutbidderscanprovenot. difficult, however, the transaction andthere are weak bidderswhoare are strong bidderswhoare fullycapableofcompleting represent themselves clearly–inother words, there However, oneoftherisks isthat biddersdonotalways create competition onthepricewillingto bepaid. up, andoneofthebenefitsisthat multiplebidders SIMON: processThe auction isdesignedto pushvalue through exclusive negotiations? through process anauction orreach conclusion Are dealsinthemiddlemarket more likely to go it beingheldby thecurrent owners. Asinall be significantly higherthantherisk/return of the value ofthebusinessto theacquirer may result inchallengingvalue splitdiscussions, as than avalue buyer. This however canoften be to pitchthebusinessat strategic rather Australian market. The goal ofanadvisorcould which isoften thecasegiven thesize ofthe of market data oncomparable transactions, market canbechallengingwhenthere isalack WARWICK: M&Avaluation inthemiddle throughout negotiations. logical, butisnegotiable andlikely to change initial valuation expectation may notalways be have deeproots to thebusinesses. Assuch, the behind thesedeals. Sellersmay befounders or the fact that there isacomponent ofemotion and inthemiddlemarket thisisexacerbated by one ofthemostcomplicated ofthedeal, parts SIMON: Finding anagreeable valuation isoften agreeable andfair priceonvaluation? How canbuyer andsellerfindan

tension that canbeemployed to drive anincrease inprice. process.an auction There are otherforms ofcompetitive such aprocess. Assuch, care isrequired before running you may exclude somebidderswhorefuse to engage in process riskoftheauction isthatMICHAEL: Afurther and again nosurprisesfrom thebusinessoritsrecords. issues andapproach, andadefinedtransaction timetable, outcomes ifthere isaclearagreement ofterms, likely its pitfalls, however, result inbetter thiscancertainly number. Awarding exclusivity inany process isnotwithout with many oradefinedprocess parties, withoneorasmall buyers. Itisacareful balancebetween awiderprocess can beto market abusinessat strategic rather thanvalue WARWICK: Asnotedpreviously, thegoal ofanadvisor absence ofqualitydocumentation. or agreed offer easilyjustifiedinthe price, subsequently leadto adiscounted offer price information canhinderourprocesses and companies, thequalityofrecords and when we are for acting buyers ofprivate Quality ofrecords, for example. Typically, unconsidered factors cancome into play. In pricedetermination, anumberofoften in thetransaction. and usuallyresults infewer surpriseslater a realignment ofexpectations from eitherparty what thecompany isworth. This canhelpwith the vendor, which willgive you agood ideaof quality transactions beginwithavaluation of side advisorto assistwiththisprocess. Most and it’s generally agood ideato maintain asell- MICHAEL: Valuation art, scienceandpart ispart substantiated information. by qualityfinancialand to besupported and consistent message andfor theprocess deals itcomes backto negotiating withaclear business intheirhomemarket. Australian salesthrough Asia. This canthenenhancethevalue oftheir Australian company that to Chinaanddirect exports someofitscurrent that wants access to theChinesemarket canmake anacquisitionof are essentially alsobuyingthat access. For aEuropean instance, company Investors buyingAustralian companies that have access to Asianmarkets FTA countries, butothersthat want access to thesemarkets aswell. MICHAEL: Trade andbenefits won’t opportunities justbe available between year to facilitate cross-border activity. also beenrolled outbetween Australia andotherAsiancountries inthepast process isbeingstreamlined. Anumberoffree trade agreements (FTA) have border trade andinvestment. When dealsdorequire approval, FIRB theactual making iteasierfor foreign firms to enter themarket andencouraging cross- policy. Foreign Investment Review thresholds are Board (FIRB) beingraised, SIMON: We’re seeingcontinued relaxation onAustralia’s foreign investment encourage foreign investment into Australia? How istheAustralian regulatory environment changingto exit canbearranged at somepoint inthefuture. what liabilitieswillbeinherited,andultimately how an have to consider how thesedifferences willaffect scrip, ratesthe growth may besignificantly different. You with oneanother, butwhenyou lookat strategic plans, seller) might bequitecomparable, withearningsonpar pointAt companies intime, acertain (thebuyer and trajectory?’.growth ‘What istheirbusinessdoing?’andalso‘What istheir using scrip, thenitbecomes amatter ofriskaround kind ofsubsequent event occurring. When itcomes to deal. When you includeshares, you’re relying onsome deal structure, themostriskfree optionisanallcash MICHAEL: From whenyou’re thesellside, lookingat the target? with reference to theagreed uponpriceof theoutcomeimpact ofadeal,particularly How doestheuseofcashand/or scrip(equity)

advice pre sale. obtaining pre-deal taxadviceandalsoeffective structure consideration lessthantheoriginalaskingprice. The key is sale proceeds andthiscanmeanadealstructure or For any dealstructure, thefocus isalways after taxnet intheprocess.participate to some bidders, beunable, whowould otherwise completed, asscripisaform ofcurrency that enables facilitatepaid, butthey certainly more dealsbeing SIMON: Scripdealsmay notleadto higherpricesbeing accepted alower priceto accept ahighercashcomponent. and scrip. In2014we saw afew dealswhere clients listed companies, they’ve tendedto useablendofcash In many caseswhenwe’ve beenworking withpublicly Simon Johnson the process. in toparticipate unable, be who wouldotherwise enables somebidders, form ofcurrency that completed, asscripisa more dealsbeing facilitatethey certainly prices beingpaid,but lead tohigher Scrip dealsmay not

11 12 • • • are notlimitedto: poised to filltheM&A void. but Theseindustriesinclude, a trough intheinvestment cycle, several are othersectors As thisminingboomcomes orat to aclose, leastreaches will come from localbiddersasopposedto foreign investors. expectations holdthat mostinterest intheminingsector swept theindustry. Asmomentum continues to slip, deals asawave ofconsolidation andinboundacquisitions accounted2009 to 2014,thesector for more thanoneinfour driven largely by miningandresource-related From M&A. In theimmediate post-recession years, was dealactivity enough to drive inthemiddlemarket. M&Agrowth for themarket, signsofencouragement have beenprevalent issues andotherconcerns create anairofcautiousoptimism US$14.2bn(approxdeals worth AU$18bn). While macro- Middle market M&Aincreased 21%during2014,with253 The shift from mining pads for theseagendas. new business, linesof usingacquisitionsinthemiddlemarket aslaunch to strengthen –andexpand –theircore operations andbranch outinto middle market. Renewed dealmakingcomes aslarger corporations look Following several years sluggish of activity, hasreturned growth to the focusSectors innovation, trends that are expected tocontinue into 2015andbeyond. being driven largely and byconsumer demandandchangesintechnology value pieexpand year onyear from 2013to2014. These industriesare Already, have thesesectors seeninvestment flowandtheirshare ofthe TMT Consumer Business services Figure 3:Australian middlemarket M&A increases to dealflow increases for M&A. Australian mid-cap The above graph demonstratesthe optimismandresulting

Number of deals Number ofdeals 100 150 200 250 300 50 0 2009 2010

Deal value 2011 2012 2013 2014

0 5 10 15 20 25 30 Deal value AU$bn value Deal Sectors focusSectors TMT and resources’ havethe declineinenergy than replaced more dealvalues. terms ofdealvalues,In a strong performance from businessservices, consumer and Figure 4:Australian middlemarket breakdown M&A–sector by value transactions of 265 Value (AU$m): 2% dealvalues% of 2013 Real estate 2,011 Value (AU$m): 13% dealvalues% of 2013 Industrials &chemicals 1,568 Value (AU$m): 10% dealvalues% of 2013 TMT 4,178 Value (AU$m): 27% dealvalues% of 2013 Energy, mining&utilities 516 Value (AU$m): 3% dealvalues% of 2014 1,037 Value (AU$m): 6% dealvalues% of 2014 1,996 Value (AU$m): 11% dealvalues% of 2014 3,720 Value (AU$m): 20% dealvalues% of 2014 691 Value (AU$m): 4% dealvalues% of 2013 Pharma, medical&biotech 1,105 Value (AU$m): 7% dealvalues% of 2013 Leisure 2,103 Value (AU$m): 13% dealvalues% of 2013 Business services 200 Value (AU$m): 2% dealvalues% of 2013 Agriculture % of dealvalues% of 2014 2,707 Value (AU$m): 15% dealvalues% of 2014 463 Value (AU$m): 3% dealvalues% of 2014 1,002 Value (AU$m): 6% dealvalues% of 2014 1,980 Value (AU$m): 11% % of dealvalues% of 2013 Financial services 1,659 Value (AU$m): 11% dealvalues% of 2013 Consumer 125 Value (AU$m): 1% dealvalues% of 2013 Construction 599 Value (AU$m): 4% dealvalues% of 2013 Transportation 1,025 Value (AU$m): 7% % of dealvalues% of 2014 312 Value (AU$m): 2% dealvalues% of 2014 1,000 Value (AU$m): 5% dealvalues% of 2014 1,294 Value (AU$m): 7% 2,167 Value (AU$m): 12% dealvalues% of 2014

13 14 Figure middlemarket 5:Businessservices M&A proposition andfootprint inthemarket. to bothcompanies asthey have acomplementary value Based ondealdetails, theacquisitioncould prove beneficial to acquire ITconsulting company services Oakton Limited. Japanese-owned, DimensionData useditsfinancial reserves doubling revenue by 2018,SouthAfrica-founded, andnow enter theAustralian market. For example, chasingitsgoal of isalsoagatewayThe sector for international corporates to growing oftheAustralian sectors economy to clients. value-add for andexpertise KPMG inoneofthefastest offerings.portfolio ofservice Italsoprovided considerable building andenvironmental firm would add to KPMG’s Consultancy. independentThe dealfor chartered themid-cap real estate drove KPMG Australia to acquire SGA Property to increasing international investor interest inAustralian The desire due to expand services advisory itsproperty expanding itspractice into new areas oflaw. and reputation asaleadinglaw firmin Australia, whilealso acquisitions allowed Slater andGordon itsposition to solidify and Schultz Toomey O’Brienfor US$50m(AU$64m). The Gordon completed doubletransactions ofNowicki Carbone domestic footprint. InNovember 2014,law firmSlater and data processing) allow localcompanies to expand their thoseinvolvedparticularly ininformation and technology (those providing abusiness, supporting any service companies businessservices Acquisitions ofmid-cap Business services 2014 2013

Number ofdeals 0 0 500 10

Deal value 1,000 20 Total value AU$m Number ofdeals 1,500 30 2,000 33 $2,103 40 2,500 than buildingordeveloping theirown R&D. apractice to buyexpertise, oftentimesin thesector easier focus andenhanceITprograms, corporates are usingM&A points inmature ofgrowth markets. To expand theirdigital going forward, especiallyaslarger corporates lookfor new transactions andpotentially highervaluations are likely providers andplatforms hasalsoswept theindustry. Similar for market share. Heated competition to buyITservice among dealmakers to pay highervaluations as they fight These increases could beattributable to awillingness boosted volume andvalue totals inthepasttwo years. A strong appetitefor has dealmakinginbusinessservices business challenges.” innovation inorder to address ourclients’ current andfuture to working withDimensionData to continue drivinglocal market share I’m acquisitionopportunities. lookingforward acceleratefurther ourjoint go-to-market positioningand Data. Said Wilson, ofthesamecompany, “beingpart we can coming underthelarger corporate umbrella ofDimension company noting thebenefitshismid-cap would receive by Oakton CEONeil Wilson spoke highlyoftheacquisition, underpin business growth andexpansion.underpin businessgrowth continue astheseservices sector to services will alsoprovide impetusinthebusiness Similar buys, like theOaktonacquisition, 44 $2,707 3,000 50 Figure 6:Consumer middlemarket sector M&A 2014 2013

Simon Johnson Number ofdeals space. Australian consumer to expand withinthe excellent entry point companies offer an market retailers, these acquisitions ofmiddle strategies. Specificto realise theirexpansion Australian market to acquisition targets inthe practical andmeaningful market exposure canfind to limittheiremerging consumer spacelooking 0 0 investors inthe International 5 500

Deal value 10 1,000 Total value AU$m Number ofdeals 15 Consumer in 2015. in 2015. stores inMelbourne2014. Further foreign retail chainsare expected to follow suit Uniqlo, to nameafew –have beenundeterred intheirAustralia strategies, opening and realise new sources ofreturns. Indeed,majorfashion brands Zara, –H&M, and acquisitions in Australia are becoming an attractive option to expand customer bases international retailers face extreme competitive pressure inemerging markets, This would begood news for foreign investors lookingto enter themarket. As companies willhave to make acquisitionsofrivals anddiversified product lines. consumers spendless andifmarkets slow, to grow theirbusinessandearnings have alsocome into play. This could inturnprove apotent driver ofM&A:as Adrop intheAustralianconcerns spending. impact dollarandweak wages growth confidence figures have sunk to new lows as andjobsecurity economic uncertainty sentiment amongspendersonthe ground Recent islessenthusiastic. consumer (22 in2013to 27in2014)andaverage dealvalue ($75.4in2013to $80.3min2014), While interest remains inthesector high, withincreases inbothnumberofdeals Australian fashion chainCountry Road for US$200m(AU$256m). deal, Woolworths (SA) alsoacquired theremaining stake itdidnotalready own in intheAustralianof opportunity market. While overlooked by theDavid Jones takeover ofDavid Jones. The dealhighlights foreigners’ visionandrecognition growth Illustrating thistrend was SouthAfrican retailer Woolworths’ US$2.2bn(AU$2.8bn) become key buyers drivingdealmakinginthesector. rates, notto mention alackofM&Adriven by localretailers, foreign retailers have deal flow from international brands. Enticed in by growth retail salesandlow interest volume andvalue figures. Adefining feature ofthis trend wastheincreasing inbound –bothretailsector andfood andbeverage –becameahotbedfor illustrated M&A, by Bolstered by positive consumer confidence in2013and2014, Australia’s consumer 1,500 20 $1,658 22 2,000 25 $2,167 27 2,500 30 of localretailers. on thebottomlines increasing pressure retail chainswillput presence ofmore foreign encouragement, the is apositive signof While thisinterest

15 16 compared to US$697m(AU$892.2m) theyear before. however, increased 21%,reaching US$842m(AU$1.1bn) in2014 slightly, from 17transactions in2013to 15in2014. Values, companies andInternet/e-commerce firmshave decreased Year onyear, dealsinvolving techsub-sector computer software management andprocessing systems. datasmaller techfirm to bolsteritsstruggling in-house as anexample, whereby theretail giant acquired the for deals. The Woolworths-Quantium dealin2013serves R&D. Inthisway, themiddlemarket hasbecome ahotbed quicker alternative innovations to pursuingin-house and M&A (“capability acquisitions”)isoften acheaperand have realised that acquiringtalent through andexpertise presence andenhanceonlineconsumer experiences, many platforms andmobileapps. Asthey expand theirdigital corporations settingoutto develop onlinepayment This hasbeenakey strategy for international anddomestic gaps intheirown product lines. companies provide acost-effective alternative to filling dollars. These buyers have found that Australia’s tech 46% ofmiddlemarket transactions and48%ofdeal tech enterprises. In2014,foreign buyers accounted for the world hasalsodiscovered thepotential ofAustralian While domestictransactions have increased, therest of market hometo innovative businesses. andhigh-quality are nolessprevalent, withthetechsub-sector’s middle strengthening M&Adealfigures. SimilardealsinAustralia Globally, the TMT hasplayed sector apillarrole in Technology, Mediaand Telecommunications (TMT) Figure 7: TMT middlemarket sector M&A 2014 2013

Number ofdeals 0 0 5 500

Deal value 10 1,000 Total value AU$m Number ofdeals 15 1,500 $1,568 20 2,000 international buyers alike. These assetshave inturnbeenpicked upby domesticand assets.companies ornon-performing disposeof non-core dealshaveIn themediaspace, unfolded aslarger media get areality checkonthevalue oftheirbusinesses. Recently, expectations have moderated sellers asmid-cap of megadeals ledby globaltechgiants swept themarket. remain stable. Valuations may have beenstretched, as awave and 28in2014)thesub-sector, however, overall valuations $62.7m in2013to $71.3min2014)andvolume (25in2013 illustrated by growing value (withaverage values upfrom Demand for techcompanies hasincreased inrecent years, $1,995 25 M&A inthesub-sector. the West, could prove avaluable driver to ofAsiaanddevelopedparts markets in priced thantechcompanies inother Overall lowervaluations, more reasonably 25 28 2,500 30 in themarket. (AU$463m) –thismovement was barely noticed increased in2014–to seven US$362m transactions worth valuedspace, at US$156m(AU$200m). While thesefigures In 2013,there were onlysixbuys into theagriculture hasbeenoverlookedagribusiness sector inrecent years. interest, thenitgoes without saying that Australia’s If volume andvalue figures are anindicator ofinvestor Growing potential inagribusiness increased investment intheyears ahead. agribusiness could besettoexperience demand for agriculture products, investment procedures andgrowing Yet withchangestoAustralia’s foreign

to helpdrive R&Dandinnovation. agribusinesses are family-owned andoperated –isneeded investment inthemiddlemarket where –particularly many foreign capital. There isalsowiderecognition that foreign Southeast Asiaalsomakes Australia aprimedestination for proximity emerging markets to high-growth ofChinaand ideal inbounddestination for M&Aandinvestment. Its hasmadeitan landscape andagribusinessopportunities supply chain. The vast Australian landmass–diverse in companies compete to snapupassetsacross theagriculture agribusiness asstate-owned enterprises andnational Asia-Pacific, foreign investor interest peaked in Australian With food securityat thetop ofnational agendas across

17 18 investment at somepoint inthefuture. is prepared to extend this threshold to Chineseprivate Korea. The Australian government hasalsoindicated it (US$194m) priorto theagreement withJapanandSouth threshold isAU$1.08bn, (US$843m)upfrom AU$248m isconsideredin non-sensitive sectors by FIRB. The current threshold at which private JapaneseandKorean investment In April2014,Australia agreed to raise thescreening micromanaging from theBoard. issuearises,only ifanimportant reducing theamount of their applications. Conditions are now beingimposed to re-submit todeadlines andresorted askingparties lagged inmeeting power inSeptember2013,whenFIRB after Australia’s Liberal-led coalition government cameto change from thestagnation witnessedinthemonths to aMergermarket intelligence brief. This isawelcome making decisionswithinits30-day timeframe, according hasacceleratedFIRB itsapprovals process, generally GrainCorp by US-basedArcher DanielMidlandin2013, In thewake ofthecontroversially blocked acquisitionof approvalsFIRB withinboundtransactionsplace, accounting for roughly 40%ofthesedealsin2014. investment. Since2011,noticeableyear-on-year gains indealvolume have taken in2013whenforeignactivity acquirers accounted for more thanhalfofinbound Average dealvalue for inboundtransactions since2009was 45%,withapeakin The role offoreign investment inAustralia’s middlemarket isnoteasilyoverlooked. Inbound interest markets shows new enthusiasm to breach andexpand into new markets. investment levels. The wave Australian of companies settingoutfor international in theAustralian middlemarket, withinbounddealflow reaching impressive Foreign continues inboundactivity to thekey beoneof drivers dealmaking of outbound acquisitions Foreign investment and Cross-border deal flows: private equityfunds. deals,could especially inattracting alsohelpsweetencertain global will boostthecountry’s appealto foreign investors. Cheapervaluations lower commodity prices, andagrowing listoffree trade agreements that Australian assetsmore attractive andhelp infinalisingnegotiations), changes intheAustralian dollar(a lowerexchange rate could make The inboundwave islikely toremain healthy as2015unfolds, given completions withforeign buyers. the screening threshold willplaceincreased riskaround demand for Australian agricultural landislikely to continue investment intheagribusinesssector. While foreign requirements andprovide aclearer picture offoreign register willalsobeestablished to strengthen reporting purchases ofagricultural land.Aforeign ownership 2015, amove intended to improve scrutiny offoreign (US$196.9m) to AU$15m (US$11.7m)effective 1March screening threshold for foreign investment from AU$252m In agribusiness, thegovernment hasreduced the outbound acquisitions Foreign investment and Cross-border deal flows: Figure 8:Inboundmiddlemarket M&A

Number of deals Simon Johnson an exit. contemplating foropportunity those equally compelling which represents an acquisitive behavior, grow todosothrough companies lookingto time hascome for those services. The advisory and acquisitionrelated mandates for merger received asmany active Number ofdeals 100 120 20 40 60 80 0 has Pitcher Partners Not inrecent times 2009

Deal value 2010 2011 Figure 9:Australia middlemarket dealflows, by deal value 2011 2012 2013 2014 Domestic 2012 47% 59% 2013 Inbound 59% 58% 2014

2 4 6 8 10 Deal value AU$bn value Deal 53% 42% 41% 41%

19 20 Figure 10:Inboundmiddlemarket by biddergeography M&A, (2014) and TMT. services quality businesses. Target have sectors includednotableinvestment inbusiness corporations agenda have pursuingagrowth targeted Australia for itspoolof volume andvalue for 2014.Asboardroom confidence returns intheUnitedStates, accounted for for ofdealactivity thelargest asinglecountry: portion 25%ofdeal in 2014. These acquisitionswere dominated by US-basedcorporations, which middle market, withdealtotals of29%transactional volume and27%ofvalue Americanacquirers haveNorth alsobeenactive inthe Australian participants US$755m/ AU$966m), respectively. US$818m/AU$1.1bn)by China(13dealsworth andSingapore (10dealsworth deal volume and47%ofdeal value for theyear 2014. These transactions were led In total, foreign investment from Asia-Pacific basedbiddersaccounted for 44%of investment inAustralia’s agribusinessspace. concerns andburgeoning consumer classeshave alsobeendrivers ofAsian natural resources expands intandemwiththeireconomic growth. Food security Southeast Asiahave beenbusy buyingupminingassetsasgrowing demandfor from theregion’s emerging markets. Inrecent years, biddersfrom across East and Given itsproximity to Asia,alarge percentage ofinbounddealflow originates Bidder geography overview North America North Volume 29% Value Africa 27% Volume 1% Europe Other Volume Value 3% Volume 18% 7% Middle East Value 17% Value Volume 4% 1% geographies (2014) Figure 12: Top inboundbidder Number of deals: Number of Singapore 1,859 Value (AU$m): 26 deals: Number of USA 966 Value (AU$m): 10 Asia-Paci c Volume Value 44% 1% % of total:% of 25% total:% of 25% total:% of 13% total:% of 10% Value 47% 771 Value (AU$m): 10 deals: Number of United Kingdom 1,047 Value (AU$m): 13 deals: Number of China Michael Sonego in October 2014. in October the newPolicy announced which isreinforced with already active food sector, potential for Australia’s represents deal further China, inparticular, Australian businesses. and outbound,for up doors, bothinbound Japanese FTA, isopening announcement ofthe China, andtheimpending The FTA recently announced with announced with 10% total:% of 10% total:% of 14% total:% of 13% total:% of Figure 13:Australian outbound M&Adealvalues from thedealtable. cultures, canbethedifference between closingatransaction or walking away key, astheabilityto find on common ground,corporate particularly ornational with Australia, notto mention ashared Inthemiddlemarket, thisis language. investors. Additionally, bearasignificant thesetwo jurisdictions cultural closeness and standards canprovide peaceofmindfor first-time andserialcross-border established legal andregulatory regimes, aswell asreputable businesspractices US$1.1bn (AU$1.41bn) in18transactions. Despitethegeographic well distance, in 32transactions. Similarly, dealdollarsalsoentered theUnitedKingdom, with toward Western shores, withtheUnitedStates seeingUS$1.6bn(AU$2.05bn) Since 2012,thelargest amount ofAustralian outbound investment was directed deal totals hovering justshy ofUS$3bn(AU$3.8bn) ayear. territory. Dealvalues have remained relatively constant, withaverage outbound outbound wave, withcloseto halfofalloutboundtransactions falling inmid-cap market ascross-border acquirers. The middlemarket hasplayed inthis itspart As indicated by data trends, Australian firmsare gradually theM&A re-entering Australian outboundM&A thresholds that US-andNew Zealand-based investors face. signed earlierin2014withJapanandSouthKorea, matching investment (US$842m) from AU$248m (US$194m). This issimilarto free trade agreements investments by private Chineseinvestors to AU$1.078bn innon-sensitive sectors of thestaplesagreement isthat itlifts theinvestment threshold for China’s state-owned enterprises willstillbescrutinisedby FIRB, however, one concerns andAustralia’s wave ofprivatisations ofnational infrastructure projects. from theaccord, withChineseinvestors paying closeinterest amidfood security particular, inagribusinessandinfrastructure M&Aactivity standsto benefit 2014, isexpected to broadly dealflow between thetwo impact countries. In The China-Australia Free Trade Agreement (FTA), signedinto effect inNovember China-Australia FTA

Deal values AU$bn Total M&Adealvalues 10 15 20 25 30 35 0 5 2009 2010

Middle market dealvalues 2011 2012 2013 2014

21 22 Figure 14:Australia outboundM&Adealvolume region’s markets. a long-termapproach andgradual penetration ofthesub- expansion inSoutheast Asia,whichwas achieved through conservative they shouldlookat themodelofJapanese distribution deals. ShouldAustralian boards become less through procurement arrangements, or partnerships into Asiathrough acquisitions, they grow into theregion firms. While Australian companies donot generally move to theM&Aapproach taken by European American orNorth already embrace SoutheastAsiaalbeitorganically compared Australian corporates show that Australian companies Mergermarket intelligence briefs andinterviews with Investing inSoutheastAsia companies to pursueacquisitionstrategies across Europe. entering theirmarkets, thetimingmay beright for domestic warm upto Australian companies, offering policyincentives markets Now, hasbeensparse. asmany Asiancountries Australian boardrooms hasmeant that M&Ainto otherAsian dueto itsproximity.part However, theconservative nature of again,outbound M&A, given shared cultures, butalsoinlarge Within Asia-Pacific, New Zealand saw themost Australian

Deal volumes AU$3.8bn 100 120 Middle market deals 20 40 60 80 0 Total: 2009 64 35 29

Non-middle market Non-middle deals 2010 82 41 41 2011 83 in average outboundvalue since 2009 44 39 2012 93 55 38 States (54 deals worth US$3.3bn/AU$4.2bn).States (54dealsworth US$3bn/AU$3.8bn)to Japan(77dealsworth ortheUnited US$1.4bn(AU$1.8bn),completed 28dealsworth compared in SoutheastAsia.Since2012,Australian buyers have only Australian buyers traditionally lagbehindotherinvestors Despite thegeographical proximity ofthetwo regions, Australian investors could tap. investment ininfrastructure across SoutheastAsiathat targeted brands andservices. There isalsoagreat needfor aimed at addressing thegrowing demandfor middleclass- online media,aswell asconsumer andfood businesses like sectors healthcare,services financialservices, andnew theirknow-howexport andskillsto SoutheastAsiainthe exist forBusiness opportunities Australian companies to 2013 95 49 46 2014 103 51 52 Case study: Invengo’s acquisition 23 of FET (Australia)

The dealmakers

Bidder: Invengo Information Technology is a global Specifically, the investigation that Pitcher Partners leader in RFID products and solutions, supporting completed enabled Invengo to better understand the innovations in the evolution of the Internet of Things. valuation of the target company. What was the true From its international base in Singapore, the publicly- position of FET’s profitability, and how were the operations listed company wanted to expand beyond its operations being conducted and impacting the bottom line? By in China to the broader Asian market. With this in mind, answering these questions, Invengo was able to get an Invengo began a search of the Australian market for adjustment on the original valuation, providing a fair acquisition opportunities. and equitable outcome for both parties.

Target: FET was a mid-cap market leader in library RFID Following completion of the financial due diligence, solutions components and development in Australia and Invengo engaged Pitcher Partners to close the deal, which New Zealand. The company was growing rapidly and would included negotiating the net consideration payable down provide Invengo access to the Australian market. significantly, the contract and working capital adjustment.

Invengo’s strategy Outcome

Having surveyed the market, Invengo knew that organic From the outset, Invengo had a clear strategic view to growth would be difficult. The RFID space in Australia, nurture and assist the target to continue core business despite being populated by quality, developed targets, was operations and use their industry-leading processes, small and provided limited acquisition prospects. Such talent and products to further its own expansion in Asia a market entry would be slow and costly. An acquisition and abroad. would not only be easier, it would also position the company for accelerated expansion and expedited growth As Invengo’s first deal outside of China, the acquisition of toward accomplishing its short- and medium-term goals. FET has served as a model for future acquisitions. Already, After identifying FET as a potential target, Invengo began Invengo has used this approach to complete M&A into a thorough investigation of the company and market. several international markets.

While successful in achieving Invengo’s goals, staff at Due diligence the Singapore-based company said the process could After completing its own basic due diligence, Invengo have run even smoother had advisors, particularly approached a team of advisors – including Pitcher Pitcher Partners, been consulted earlier in the deal. As Partners – to support and guide the acquisition. Their they note, this would have provided for more flexibility strong understanding of the market and demonstrated in the acquisition and perhaps streamlined parts of the level of competence allowed these advisors to help process, specifically at the term sheet stage, that lagged Invengo navigate the Australian business environment and could have potentially negatively impacted the and M&A process. By delivering on time-sensitive final outcome. Drawing on the benefits and learnings of matters, they highlighted potential areas of concern, involving Pitcher Partners, the company now ensures it such as some revenue recognition discrepancies and approaches advisors early in the transaction process to understated liabilities and other financial issues. draw on their expertise. 24 acquisitions andinvestment for techcompanies specialising intheseservices. care provider companies. Additionally, stronger reliance willdrive one-healthservices foropportunity private equityfirms to amalgamate into theseservices holistichealth its burgeoning elderly population. However, from thisconvergence ofneedscomes an on thenation to meetthefinancial, healthcare, needsof housingandotherservice pharmaceutical businessesandhospitalnetworks. AnagingAustralia isplacingpressure Private equity firmshave alsosettheirsights including onthehealthsector acumen inmobileapplications andcloudbasedservices. have beenusedwhenacquiringtechcompanies for andmarket theirexpertise businesses andmake themattractive targets for corporate acquirers. Similartactics to scale these expertise, capital,andwhennecessary injecting space, services Private investors have insteadconcentrated onacquisitionsinAustralia’s business Unlike strategic buyers, private equityinvestment buys hasbeensparse. inenergy succession issuesorthat have market potential to provide desired returns. private equityfundsraise capitalfor investment companies going through inmid-cap These buys could become more prevalent intheyears aheadaslarge localandglobal transactions inthisvalue range are accounting for alarger percentage ofbuyouts. space alsocametoapproximately market: 25worth US$2bn(AU$2.6bn). Increasingly, the US$15bn(AU$19.2bn) mark. Arecord buyout numberofdealsinthemid-cap marked investments andreturns. Indeed,2014was abumperyear asexits passed For bothacquisitionbuyouts andportfolio exits, private equitytrends have seen A market for buyouts private equityfirmscanbegindevising new strategies to putthat money to work. volumes experienced animpressive upsurge in2014.Now, having exited investments, has returned. While acquisitionswere highlighted by onlymarginal increases, exit After following alullinactivity thefinancialcrisisin2008,private equityactivity Private equity Figure 16:Private inAustralia equityactivity

Number of deals transactions, are possible. Asia-Pacific where fulltakeovers, asopposedtominority unlocked. Australia isalsooneofthefew markets in search canbe ofbusinesswhere opportunities growth Weakness intheglobalmarket hasdriven investors in 20 40 60 80 0 2009 2010 2011 2012 2013 2014

0 5 10 15 20 Deal value AU$bn value Deal as apercent total of buyouts Figure 15:Middlemarket PEbuyouts 2014 2013 2012

Buyout values Number ofbuyouts Exit value buyout dealvalue Middle market Exit count buyout dealcount Middle market 0% 10% Percentage oftotal buyouts 11% 20% 18% 30% 40% 37% 44% 50% 51% 52% 60%

Private equity Key for above charts: Figure 17:Private equitybuyout volumes (2014)

8% Warwick Face management team. who are lookingtobacka and strategic partners rather they are funders operators ofbusinesses, Private equityare not an owner’s interests. afullsaleof represent transactions rarely business owners, such value for middlemarket torealiseopportunity equity firmpresents an Business services Energy, mining&utilities 12% 8% Whilst exiting a business toaprivate 8% 12% 4% Consumer

Industrials &chemicals 16% 16% data, trade salesaccounted for US$3.4bn(AU$4.4bn) inexit values for 2014. off to a corporate acquirer beforeIPO. settlingonan According to Mergermarket ofHealthscope, the IPO TPG andCarlyle hadexplored several optionsonasell Trade sales, likewise, provide aprofitable exit option. Indeed,prior to launching robust levels ofbuyouts ofAustralian companies intheyear ahead. acquisitions. This islikely to result inasurge ofnew investment and activity thesefirmscannow shiftportfolio companies public, focus back to making US$5.5bn (approximately AU$7bn). Following afeverish year oftakingtheir to listin2014.Forquick to jumpontheopportunity theyear, exits yielded by IPO With thestock market hovering nearsix-year highs, private equityfirms were Choosing anexit Figure 19:Private equityexits by exit type Deal values AU$bn 0 1 2 3 4 5 Q1 Leisure 16% Pharma, medical&biotech Q2 2012 Q3 Q4 Figure 18:Private equitybuyout values (2014) 12% Q1 6% Q2 2013 13% Q3 6% TMT Financial services Q4

Q1 5% Q2 2% 2014 13% Q3 Transportation Q4 26% IPO Trade sale 17%

25 26 Figure 20: Top 10private equitybuyouts in2014 capital structures.” withcompanies andprovidepartner solutionsacross the foropportunities acapital-solutionsprovider like KKRto of KKR’s investment platforms… We believe thisbringsgood haveunique opportunities emerged inAustralia across all of ways. Andbecauseofthesedynamics, we believe some end of2014have theAustralian impacted market inavariety global macro-economic themesthat emerged through the 2015 unfolds. Inarecent Reizes report, was quoted:“Strong based firmwillalsolook in Australiafor opportunities as KKR HeadofAustralia JustinReizes recently saidtheUS- for oneinthree transactions into Australia. Overall, in2014US-basedprivate equityfirmsaccounted (AU$320m) into Australian start-up Campaign Monitor. fund Insight Venture Partners, US$250m whichinjected The top buyout for theyear camefrom US-basedventure completed by foreign firms. 10 buyouts inAustralia’s middlemarket for theyear were dollars and48%ofoverall buyout activity. Halfofthetop (AU$1.5bn) inbuyouts, accounting for 56%oftransactional International private equityfirms completed US$1.2bn Foreign PEhousesat work Date Completed 27-May Pending 28-Feb 18-Aug 30-May 28-Jan 20-May 3-Jul 1-Oct 16-Apr Target Company Keycorp Ltd. Pty Masterbatch Nuplex Specialties;Nuplex Ltd Centric WealthAdvisers Ltd. (45%Stake) Canberra Data Centres Pty The Retail Zoo, Ltd. Pty Cura Day HospitalsGroup Aero-Care Ltd Pty LCR Group Ltd Pty (90% stake) LtdModern StarPty Campaign Ltd Monitor Pty Target Sector Computer software materials Chemicals and Financial Services Computer services Leisure Medical (other) Services Transportation (other) Services ecommerce Internet / Target Subsector devices PDA/hand-held Distributors Consulting services services Business support Restaurant anddining Hospital management services Airport services transportation Freight andother Training Services Educational & development Software of businesses where growth opportunities canberealised.of businesseswhere opportunities growth firms shift from an exit to anacquisitionmentality insearch says thiscapitalwilldrive M&Ain2015,asforeign andlocal Venture Capital Association ChiefExecutive Yasser El-Ansary powder.much asUS$6bnindry Australia Private Equity & Pacific Equity andQuadrant,Partners may besittingonas These international firms, alongwithlocalfundssuchas Bidder Company SuperPay Australia Ltd Pty Axieo Limited Pty Accountants IndexFinancial Wealth Limited Pty Quadrant Private Equity Bain Capital, LLC Group Plc Intermediate Capital Archer Capital Limited Pty Archer Capital Limited Pty Limited Navis Capital Partners Insight VenturePartners & Venture Capital Association Yasser El-Ansary, Australia Private Equity can berealised opportunities growth of businesseswhere mentality insearch to anacquisition firms shift from anexit as foreign andlocal This capitalwill drive M&Ain2015, Country Bidder Sweden Australia Australia Australia USA Kingdom United Australia Australia Malaysia USA AU$m Deal Value 99 143 150 161 220 225 237 239 256 320

market in2015andbeyond. distribution channelswillcontinue to fueldealmakinginthissegment ofthe middle market driven by corporate strategies to expand theirreach anddevelop viable entry point into theAustralian market. Indeed,M&Ainto theAustralian from emerging Asiaisbrewing asthesebuyers eyecompanies asa mid-cap interest US stilldominatestotals, interms ofitsinboundM&Avolume andvalue are setto jointhemixofinternational acquirers from Western markets. While the of inboundinvestment. SouthKorean, Indeed,Chinese, andJapanesecompanies Recently signedFTAs withitsAsianneighboursisopeningthedoor to anew wave engaging inexpansion strategies ormarket entry. of qualitytarget companies that could provide remarkable value-add to companies prospectsGrowth have beenpositive intheseindustriesasthey boastapopulation inbusinessservices, consumer,seen themostactivity industries. andtechnology In termsofindustries, sector, outside theenergy middlemarket has participation investor returns. cap companies, enlarging they have theimpact onthe broader economy andto alike. These investments andexpansion growth willhelpnurture amongmid- providing promising investment for opportunities domesticandoffshore acquirers Deals originating inthemiddlemarket willalsocontinue to come to market, impressive role initscontribution to thenational economy intheyear ahead. As themainstay oftheAustralian M&Amarket, themiddlemarket willplay an Conclusion Michael Sonego the recent past. have beenachieved in financial termsthanmay considerably improved a successionpath on business ownersseeking facilitate theexit of competitors and up, orahead,oftheir enable businessestostep in2015. activity This will There islikely tobe greater transacting

27 28 About Pitcher Partners

Pitcher Partners is a full service accounting and business advisory fi rm with a strong reputation Pitcher Partners is a for providing quality advice to privately-owned, national association of corporate and public organisations. independent fi rms. Liability limited by a scheme In Australia, Pitcher Partners has fi rms in Adelaide, Brisbane, Melbourne, approved under Professional Perth, Sydney and Newcastle. We collaboratively leverage from each other’s Standards Legislation. networks and draw on the skills and expertise of 1,000+ staff , in order to service our clients. Pitcher Partners is also an independent member of Baker Tilly International, the eighth largest network in the world by fee income. Our strong relationship Est. 1991 with other Baker Tilly International member fi rms, particularly in Asia Pacifi c, has allowed us to open many doors across borders for our clients.

Our commercial services Our private wealth services Baker Tilly to dynamic businesses • Estate Planning • Family Offi ce Management Financial essentials • Investment Advisory Services • Philanthropy Services $3.4bn • Accounting and Business • Succession Planning Worldwide revenue 2013 (USD) Advisory Services • Superannuation Strategies • Audit, Risk Management • Tax Advice and Compliance and Assurance Industry specialisations • Internal Audit • Recovery, Turnarounds • Retail 133 and Insolvency • Professional services Countries • Tax advice and Compliance • Health and aged care • Manufacturing Planning and growth • Not for profi t • Property and construction • Business Consulting 27,000+ • Government and the public sector and Commercial Advice Partners and staff globally • Agriculture • Business Performance • Food and beverage Improvement Copyright © 2015 Pitcher Partners. • Hospitality • Business Structuring • Corporate Finance • Corporate Governance Australia • International Business Advisory • Investment Advisory Services • Succession Planning • Superannuation Services 1000+ 89 • Tax Consulting People nationally Partners • Technology and IT Consulting • Valuations 2 29

Key contacts by state

Melbourne Sydney Michael Sonego Simon Johnson Partner Principal +61 3 8610 5485 +61 2 9228 2261 [email protected] [email protected]

Brisbane Perth Warwick Face Leon Mok Partner Executive Director +61 7 3222 8444 +61 8 9322 2022 [email protected] [email protected]

Adelaide Newcastle Andrew Falkner Scott Edden Principal Partner +61 8 8179 2800 +61 2 4911 2000 [email protected] [email protected]

Pitcher Partners is a national association of independent fi rms. Liability limited by a scheme approved under Professional Standards Legislation. Pitcher Partners is an independent member of Baker Tilly International, the 8th largest accounting network globally. 30 [email protected] Production, Remark Asia Lillian Ho [email protected] Editor, Remark Asia Brandon Taylor [email protected] Publisher, Remark Asia Naveet McMahon For more information pleasecontact: their target audience. enhance theirown profile, and to develop with new businessopportunities a range research ofpublishing, andevents that services enable clients to Remark, theevents andpublications armoftheMergermarket Group, offers revenues for Mergermarket clients. looking intelligence database andahistorical dealsdatabase, achieving real provides acomplete overview oftheM&Amarket by offering botha forward- proprietary intelligence tool. Unlike ofitskind,Mergermarket any otherservice Mergermarket isanunparalleled, independent mergers andacquisitions(M&A) About Mergermarket Part of The Mergermarket Group www.mergermarketgroup.com

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