Prezentacja programu PowerPoint - Lasanoz Finance · May 2008 divestment of 85% stake ... See page...

Lasanoz FinanceInvestment Banking Credentials

February 2011

Outline

3

6

14

27

34

45

53

Introduction to Lasanoz Finance

Track Record

Sector Expertise

Advisory Services

Team

Value Creation Case Studies

Contact

Lasanoz Finance

Investment Banking Credentials3


Corporate Finance and M&A advisory boutique founded in 2004 by Alexander Neuber

Key services:

• M&A (buy- and sell-side)

• Debt financing (corporate, project and acquisition)

• Special advisory services (e.g. assisting P4 to win MNO spectrum auction in 2005)

Sector expertise in telecoms, power, steel, financial services, IT,

Internet media, broadcasting, real estate and infrastructure

Deep know-how and experience in closing deals in CEE Internet sector

Senior partner attention given to every deal from start to finish

Excellent client satisfaction

Poland

CzechRepublic

Slovakia

Hungary

SloveniaCroatia

Ukraine

Romania

Bulgaria

Lithuania

Latvia

Estonia

Serbia

Poland

CzechRepublic

Slovakia

Hungary

SloveniaCroatia

Ukraine

Romania

Bulgaria

Lithuania

Latvia

Estonia

Serbia

Royal Bank of Scotland London

Dresdner Kleinwort / Commerzbank London

Arma Partners London, Palo Alto

Unicredit MIB Warsaw, Milan

Solon Management Consulting Munich, Budapest

Wood & Co Prague, Bucarest

IEG - Investment Banking Berlin

Select Partners / Co-Advisors of Lasanoz Finance

VALUE PROPOSITION

Lasanoz Finance



Our team of multicultural, multilingual professionals is a first-class group of investment

bankers with a successful track record in CEE spanning over 15 years

All our analysts are accredited (CFA or ACCA)

We have an acute knowledge of the local market, fortified with western professional

standards of excellence and management expertise

Our boutique culture and practical, solution-oriented approach wins favour with all our

clients, which include international blue-chip companies and private equity houses

PEOPLE

Track Record

Lasanoz Finance


RECENT SUCCESSES

May 2008

divestment of 85% stake

(value not disclosed)

sell-side co-advisor

July 2008

Project financing

exclusive financial advisor

EUR 640 000 000

August 2009

acquisition of 84% stake

exclusive buy-side advisor

PLN 54 000 000

July 2010

acquisition of 29% stake

(value not disclosed)

buy-side co-advisor


7Lasanoz Finance

Investment Banking Credentials

Track Record

Operating from our base in Warsaw, we have closed

transactions in Poland and throughout the CEE region

Over the last years we have worked on transactions in the

Czech Republic, Romania, Serbia and Croatia, developing a

familiarity with the nuances of the business, legal and tax

environment found in each country

We have a firm belief in developing a strong understanding of

the core business and sector focus of each company we work

with (see next section below)

As a result, we have a good grasp of the financial and market

realities present in a number of specific sectors, ranging from

heavy industry and infrastructure to telecoms and Internet

OVERVIEW

Regional

Experience

Sector

Expertise

Through our direct transaction experience in these markets, we have developed a network

of locally-based, qualified associates who provide ongoing market intelligence and stand

ready to assist with new projects as they come up

8Lasanoz Finance


Track Record | Regional Experience

In Poland, our M&A experience includes several recent transactions for foreign-based

multinational companies who are global leaders in their industry

SELL-SIDE AND BUY-SIDE M&A IN POLAND

Image sources: inch.com, germes-online.com, cybernetnews.com, wikipedia

Buy-side advisor on acquisition of CEE’s largest

online auctions platform as well as one of the largest

financial portals in Poland by Naspers Limited

Exclusive advisor to foreign majority shareholder on

divestment of steel division of a Polish conglomerate

Exclusive buy-side advisor on acquisition of

Poland’s largest instant messenger by MIH Limited

Buy-side co-advisor on acquisition of a leading

Polish motorways operator by Atlantia SpA

See page 52

See page 46

See page 50

9Lasanoz Finance


Track Record | Regional ExperienceSELL-SIDE AND BUY-SIDE M&A

We have worked on a number of sell-side and buy-side M&A transactions outside Poland in

the past four years, in various sectors, including:

SERBIA Sell-side co-advisor on the divestment of a leading

private security services company

Exclusive buy-side advisor on the acquisition of a

leading Internet portal operator

Sell-side co-advisor on the divestment of a leading

cable TV broadcaster

Exclusive sell-side advisor on the divestment of a

leading enterprise software vendor

See page 48

See page 49CROATIA

ROMANIA

CZECH

10Lasanoz Finance


Track Record | Regional Experience

We have been involved in corporate finance activities in Poland since 1993, soon after the

country’s emergence from communism as a free market economy

We believe that success can be achieved through professionalism, supported by experience,

sector know-how and detailed knowledge of the markets

We carefully analyse the global and regional characteristics of a business sector before

advising a client within that sector

A selection of major completed financing transactions is summarized below:

CORPORATE FINANCE IN POLAND

Value Company and sector Own role Arrangers / Underwriters Worthy of note

EUR 490m P4 Sp. z o.o. Mobile telecoms

Exclusive

financial advisor

Largest Chinese proj.

fin. in Europe (2008)

EUR 170m P4 Sp. z o.o. Mobile telecoms

Exclusive

financial advisor

Chinese and Israeli

vendor financing (2006)

USD 392m PAK S.A.Power

Lead negotiator /

Lead arranger

Poland’s largest debt

facility in 2001

USD 200m PTC EraMobile telecoms

CFO of controlling

shareholderHigh-yield bond, 2001

EUR 650m PTC EraMobile telecoms

Chief negotiatorLargest debt facility in

Poland in year 2000

11Lasanoz Finance


Lasanoz Finance is retained by both national and international companies

Our partners across the negotiating table are usually large, multinational firms

Partners Location

Clients Location

Clients and Partners Location

Investment Boutique with International RangeCLIENTS AND PARTNERS BY LOCATION

12Lasanoz Finance


Lasanoz Finance has a significant experience in transaction advisory services

(buy-side and sell-side) in relation to both Polish and European targets

Sell-side advisory

Buy-side advisory

Both Buy- and Sell-side advisory

(Sell-side)

(Buy-side)

(Buy-side)

(Buy-side)

((Buy- and sell-side)

(Buy-side)

(Buy-side)

Investment Boutique with International RangeCLIENTS AND PARTNERS BY LOCATION

13Lasanoz Finance


* Transaction value was not disclosed

Track RecordTRANSACTIONS COMPLETED SINCE 2000

2010 2009 2009 2008 2008 2008 2008

USD [ ]*m PLN 20m PLN 54m PLN 22m EUR [ ]*m EUR 490m GBP 946m

Acquisition of 29% in

Digital Sky

Technologies

2.6 GHz Telecom

License Tender

Acquisition of

Bankier.pl

Acquisition of

Air Bites PolskaSale of Progard Project financing Acquisition of Tradus

M&A co-AdvisorExclusive Financial

Advisor

Exclusive Financial

Advisor

Exclusive Financial

Advisor

Sell-side M&A

co-Advisor

Exclusive Financial

Advisor

Financial Advisor

Due Diligence

2007 2007 2007 2007 2006 2006 2005

PLN 400m EUR [ ]*m EUR 70m PLN 139m EUR 150m EUR 20m USD [ ]*m

Acquisition of 96.43%

in Gadu-Gadu S.A.Sale of Adriatic Kabel

Acquisition of 50%+ in

Stalexport S.A.

Steel Business

Divestment

10-year Senior

Corporate Loan Facility

6-year Senior Vendor

Financing FacilitySale of TotalSoft

Exclusive Buy-side

M&A Advisor

Sell-side M&A

co-AdvisorM&A co-Advisor M&A co-Advisor

Exclusive Financial

Advisor

Exclusive Financial

AdvisorSell-side M&A Advisor

2005 2004 2004 2003 2001 2001 2001

EUR 85m USD 15m USD 17m USD 6.5m USD 392m EUR 589m USD 200m

UMTS Licence TenderSale of

Pekao Development

Sale of

NFI Jupiter

Sale of

Bank Pekao Tel Aviv

14-year Project

Finance Facility

Sale of 2% in

Elektrim

Telekomunikacja

High-Yield Bond

Facility

Exclusive Financial

Advisor

Head of seller’s M&A

department

Head of seller’s M&A

departmentHead of seller’s M&A

department

CFO of controlling

shareholderCFO of selling company

CFO of controlling

shareholder

Sector Expertise

15Lasanoz Finance


Sector Expertise

Our firm believes in two strong pillars of excellence: professionalism and sector know-how

We thoroughly research the global and regional dynamics of a particular industry before

undertaking to advise a client acting in a specific sector

Across our team and over the last 15 years, we have built up significant know-how in a range

of industries, including (select sectors are featured on pages following):

• Mobile and Fixed Telephony

• CATV / Internet / Media / Advertising

• Information Technology

• Infrastructure / Logistics

• Real Estate

In industries where our firm does not have sufficient competences, we advise clients jointly

with one of our partners (e.g. Dresdner, Royal Bank of Scotland)

OVERVIEW

• Business Service

• Financial Sector

• Power & Utilities

• Pharmaceuticals / Medical Sector

• Food & Beverages

16Lasanoz Finance


Having advised PLAY, the independent Polish mobile network

operator, on various projects over the past five years, we have

developed a deep know-how in mobile telephony

Most recently, we closed a project financing for the company

in May 2008 totalling EUR 640m, with the China Development

Bank acting as arranger and underwriter

This deal marks the first investment in the mobile telephony

sector by a Chinese bank on such a scale in Europe

We have a very good understanding of the cable telecoms

business (TV, Internet and voice) after advising on the

divestment of Croatia’s No.2 cable TV player in 2007

In particular, we have familiarity with:

• Key revenue and growth drivers, including digital TV and triple play

• Financial modeling of the cable telecoms business in general

• Relevant technologies and technical architecture of cable networks

• CapEx requirements for upgrading from legacy to HFC systems

Sector Expertise | TMTMOBILE TELEPHONY AND CABLE TELECOMS

HERing extension

Optical node

Access network

Transport network

In-House network

HERing extension

Optical node

Access network

Transport network

In-House network

Spaghetti networkSpaghetti network

Serial networkSerial networkTwo-way Star networkTwo-way Star network

Image sources: mobilecowboys.com, Lasanoz Finance

17Lasanoz Finance


We have direct experience with the Internet

markets in Poland, the Czech Republic, Slovakia,

and Switzerland, and have studied the markets in

Russia, the Ukraine, Hungary, Denmark and

Norway

We have developed and validated financial

models of many kinds of online advertising

businesses, including time-based space rental,

CPM, PPC, IP radio, VoIP, IM, contextual search,

and classifieds

Sector Expertise | TMTE-COMMERCE AND INTERNET MEDIA

12m

9m

6m

Monthly

Users

Search

Engines

Portals Other

Polish Key Internet Properties

18Lasanoz Finance


We have worked on two projects involving independent vendors of Enterprise Resource

Planning (ERP) software

In 2005 we acted as sell-side co-advisor on behalf of the Small

Enterprise Assistance Fund (SEAF) and four individual shareholders

in the divestment of TotalSoft S.A., Romania’s leading domestic ERP

company, to Global Finance of Greece

In 2006–2007 we acted as financial advisor to the shareholders of BPSC S.A., Poland’s top

domestic ERP company, in the exploration of various strategic options including a sale of the

company to a strategic or financial investor

Though we reached an advanced stage of negotiations with a global

leader in the industry, as well as two private equity funds, ultimately

the company decided to proceed with an IPO on the Warsaw Stock Exchange

Sector Expertise | Information TechnologyENTERPRISE SOFTWARE

19Lasanoz Finance


Our team’s infrastructure experience covers three subsectors in particular: roads,

airports, and shipyards

Sector Expertise | Infrastructure

We have been working for nearly four years with Atlantia SpA,

one of the world’s leading motorway operators, on implementing

their expansion into CEE

Between 2007 and 2009 we advised a Polish-Italian consortium

on the tender process and BOT project financing of the A2 motorway

between Warsaw and Łódź, for which our client had been shortlisted

We have analyzed airport investment opportunities for clients at a

number of locations in Poland, and have a good understanding of

the related duty-free business as well

Image sources: Pirometal, Stuttgart Airport Authority, UK Transport cafe

Our team has also been active in shipyards,

advising a client on the ongoing privatization

discussions concerning the Gdańsk and

Gdynia shipyards in Poland

20Lasanoz Finance


Our real estate sector experience covers the office, commercial and residential segments

We have advised Israeli enterprises in identifying and analyzing real estate market

opportunities in Poland and Lithuania, with a scope of work including business due diligence,

project finance advisory and general coordination of the projects

Recently we prepared for one of the largest Italian real estate companies a 150-page study of

the Polish real estate market, including coverage of developers, intermediaries and facility

management companies as potential acquisition targets

In 2007 we prepared an investment opportunity study concerning a Polish real estate

investment company active in commercial property and land banking, valued at over EUR 200

million; the process was not finalized by the sellers due to global market turmoil on the real

estate market

Sector Expertise | Real Estate

Potential Future

Development Area

Existing Tower

21Lasanoz Finance


Sector Expertise | Business Service

Źródło obrazów: Progard Securitas

Lasanoz Finance advised on selling a Serbian security agency market leader

Progard Securitas, controlled by private persons and Private Equity

funds was bought by British company G4S, one of the security

market leaders worldwide, listed on the London Stock Exchange

Lasanoz Finance managed to succeed with a high evaluation price,

despite the lack of experience in the sector and in the Serbian

market

We proved our flexibility and high learning skills in new sectors, as

well as effective operating skills and an ability to drive a hard

bargain with a key player at the market

22Lasanoz Finance


In 2005, Lasanoz Finance conducted a detailed analysis of Pekaes SA, focused on the

possibility of dividing up and disposing of the company’s assets

Pekaes, a listed company, was a perfect acquisition target with the potential to divide

assets into core and non-core. Estimated revenue from selling the assets exceeded the

market value of company

The presentation relating to this project can be download from our website:

http://www.lasanozfinance.com/en/research/

Sector Expertise | Logistics

23Lasanoz Finance


Over the past three years, our team has been working on projects in the financial

services sector

Most recently, we prepared a full investment opportunity analysis of Citi Handlowy, the

No. 6 bank in Poland, after collecting proprietary intelligence that the company was

slated for divestment by its owner, Citigroup

• A number of our clients expressed initial interest but Citigroup

ultimately decided not to exit the Polish market at this time

In 2007 we co-advised a leading Western European financial institution, together with

Dresdner Kleinwort, on the EUR 2+ billion acquisition of a major Polish bank

• After about 10 months, a final offer was readied; however the increasingly unstable international

market conditions prompted our client to postpone the final decision

In 2007 we also prepared detailed analyses for clients or potential clients of top

domestic banks operating in Belarus, Georgia, Bulgaria and Bosnia and Herzegovina

Sector Expertise | Financial Services

24Lasanoz Finance


In-house we have long term, international experience in the oil and gas sector, both upstream

and downstream

We have excellent contacts with the dominant domestic gas corporate, PGNiG, as well as with

the majority of independents working in both exploration and production & supply

Members of our team have worked with a range of companies on project development and

financing, including major local corporates such as KGHM, the largest Polish copper

producer; Basell-Orlen, the largest Polish polyolefin producer; and major sector players from

Germany, Italy, Ireland and the USA

Sector Expertise | Natural Resources

25Lasanoz Finance


Sector Expertise | Power and Utilities

Images source: Wikimedia

We have extensive in-house experience in the arranging of limited-recourse debt financing

and financial advisory in the power and utilities sector

The initial financing for the new 460MW lignite-fired plant at Pątnów in Poland (PAK) was

negotiated by a team led by Alex Neuber, at the time CFO of the controlling shareholder

Elektrim, with Tom Maj heading the negotiations on behalf of WestLB and the arranger group

This transaction remains one of the largest power financings in Poland since 1989

We have also worked on the arranging of limited-recourse finance for ENS and Bełchatów in

Poland, as well as power projects in Italy, the UK and elsewhere

Currently we are supporting the development wind power opportunities in Poland for

Scandinavian and Polish investors

26Lasanoz Finance


Lasanoz Finance has experience in the Polish health care

sector

Our experience includes securing financing for the newly

established Euromedical oncology clinic in 2003

Euromedical was the first private oncology clinic in Poland

Alexander Neuber, as an exclusive financial advisor of

Euromedical, prepared a comprehensive financial model on

the basis of which all the necessary financing documentation

was prepared

The project was successful – Bank BPH provided financing

amounting to 6 million USD

Sector Expertise | Health Care

Advisory Services

28Lasanoz Finance


Lasanoz Finance provides advisory service in the area of:

M&A transactions

debt and equity financing

asset divestments

management and leveraged buy-outs

private equity transactions

What distinguishes us from investment banks and international consulting companies?:

Commitment of experienced team members including the Founding Partner, at each stage of

the transaction, particularly in strategy planning and negotiations

Close cooperation with the client, his internal teams and external advisors

A result-oriented – as opposed to a process-oriented – approach

Proactive transaction attitude – we carefully monitor the development of the transaction and

adjust our actions as needed

High quality of services – as we do not have a well-known brand, recommendations of

satisfied clients and a focus on long–term relationships are key factors for us

Advisory ServicesWHAT DISTINGUISHES US?

29Lasanoz Finance


7,5

8

8,5

9

9,5

11-05 29-05 19-06 9-07 29-07

17

18

19

20

21

22

23

24

25

26

26-Feb 11-Apr 25-May 09-Jul 21-Aug 02-Oct 14-Nov 28-Dec 11-Feb 24-Mar

Share

Price (

PLN

)

Announcement of the offer

Closing of the offer

Offer Opening Price 23.50 zł

26.02 11.04 25.05 09.07 21.09 02.10 14.11

The acquisition of stock-exchange listed

company Gadu-Gadu - a transaction conducted

by Lasanoz Finance for Naspers/MIH with the

participation of external advisors (transaction

team of over 50 people). Share price started to

rise only after announcement of the offer

The acquisition of stock-exchange listed

company Bankier.pl – transaction conducted by

Lasanoz Finance for Naspers/MIH with

participation of external advisors (transaction

team of over 30 people). Share price began to

rise only after the announcement of the offer

For most transactions, whether with public or private companies, the ability to keep a

transaction confidential is a key success factor

Lasanoz Finance has experience in conducting transactions with total confidentality

Announcement of the offer*

Close of the offer *

*the original price was PLN 8,7 per share (9,09 including dividend) iand was increased on 15 July to PLN 9 per share

Advisory ServicesCONFIDENTIALITY – A KEY ELEMENT OF THE TRANSACTION

30Lasanoz Finance


In every project we establish close cooperation with the client, his external team and

internal advisors e.g. lawyers, tax or technical advisors – our job is to coordinate all actions

in order to efficiently bring the transaction to a successful close

We pass every important piece of information to our client and prepare a presentation to

sum up every completed stage of the transaction

Advisor

Legal Advisor

SA

Transaction

Target

Lasanoz Finance

Legal Advisor

Financial Institutions

/ Regulator

Seller

Sellers

Advisors

Buyer

Doradcy Instytucji

Finansowych /

Inwestorów

Other Buyers

Advisors

Advisory ServicesCLOSE COOPEARATION WITH THE CLIENT

31Lasanoz Finance


Advisory Services

We provide M&A advisory services focusing on the mid-cap segment, which is the

largest segment in the CEE market but is under-served from London

In addition to private equity transactions, we have significant experience with taking-

private transactions involving companies listed on the Warsaw Stock Exchange

M&A ADVISORY

Formulation of transaction

strategy

Initial meetings with major

shareholders

Initial valuation for

negotiation purposes

Letter of Interest with

Exclusivity Period

Due Diligence and final

valuation preparation

Prospective Buyer’s

corporate approvals

Preparation and launch of

Public Tender

Transaction closingNegotiation and execution of

pre-agreement with major

shareholders

Negotiations with major

shareholders

Subscription Period

Initiation of the process Agreement with key shareholders Public Tender and closing

Illustrative for listed targets

32Lasanoz Finance


Advisory Services

Our corporate finance advisory service is tailored to the unique market conditions

present in CEE, where equity capital markets have historically been active and liquid,

bond markets are underdeveloped and a large number of foreign-owned and domestic

banks compete aggressively

The areas in which we have direct corporate finance experience in CEE include:

• Capital Raising

• Project Finance

• Real Estate Finance

• Financial Restructurings

• Bonds and Corporate Facilities

CORPORATE FINANCE

* Includes Poland, Czech Republic, Hungary, Slovakia, Slovenia and the Baltic states.

Sources: Bakker and Gross, World Bank

Sources of Domestic Credit in the EU8 Countries*

Banking, 75%

ECM, 16%

Corporate debt, 4%

Leasing, 5%

33Lasanoz Finance


Advisory ServicesSPECIALIZED ADVISORY

We perform specialized advisory services from time to time in response to the unique needs

of our clients, as they pertain to our core advisory business

In 2005 we advised Netia S.A. with regard to its successful

$110m bid for Poland’s fourth UMTS license

Today Netia Mobile operates under the brand name Play

and has attracted 1.4m subscribers since its launch in

March 2007

In 2007 we advised Italy’s largest motorway operator,

Atlantia SpA, in consolidating their newly acquired

Polish motorway asset

This work involved preparing a DCF valuation of the

Polish business and developing a Consolidation Model in

conjunction with Atlantia’s specialized accounting

consultants and finance department staff

35Lasanoz Finance


Lasanoz Finance is a group of top class investment bankers with many years of

experience in M&A, Corporate Finance, Capital Markets and asset management in the

CEE Region.

We have an acute knowledge of both Polish and Central European markets, fortified

with western professional standards of excellence and management expertise

Our boutique culture and practical, solution-oriented approach wins favour with all our

clients, which include international blue-chip companies and private equity houses

Competences of Lasanoz FinanceEXPERIENCED TRANSACTION TEAM

36Lasanoz Finance


WHY US?

We have experience in company valuation for local and international companies

We have cooperated with international corporations as both sell-side and buy-side advisors;

our competence in the area of company valuation has been demonstrated many times

We have experience in transactions involving a so-called „Organized Part of Enterprise”

(„Zorganizowana Część Przedsiębiorstwa”)

The specifics of this type of transaction have a significant impact on the way a

transaction is structured, as well as risks involved and therefore price of any asset which

forms a part of an Organizaed Part of an Enterprise

We have experience in many sectors e.g. TMT, logistics, health care, hotel, security

We adapt quickly and fully utilise the experience gained across different sectors

Our team members have previously worked for institutions such as the European Bank for

Reconstruction and Development, McKinsey, KPMG, WestLB, Citigroup, Banco Espirito Santo

and UniCredit. They hold CFA and FCCA qualifications

LF partners are directly engaged in project execution and supervision

Competences of Lasanoz Finance

37Lasanoz Finance


Alexander Neuber (Founding Partner) has over 14 years of

experience in M&A and Corporate Finance in CEE region

Founding Partner of Lasanoz Finance, an independent corporate

finance advisory boutique created in 2004

Head of M&A and Portfolio Management of Poland's largest listed

bank, Bank Pekao S.A., majority controlled by Italy's Unicredito

(2003/4)

CFO of Elektrim, one of Poland's major industrial conglomerates

with over 100 subsidiaries; negotiation of Poland's largest inward

direct investment in 1999; handling of divestment of 50

subsidiaries and acquisitions of internet companies (1999-2001)

5 years of principal investment experience with the EBRD in

London and Warsaw, including representing the EBRD on the

investment committees of five private equity funds

Graduated from the London School of Economics, B.Sc (Econ) and

M.Sc., and holds a MPA degree from the Kennedy School of

Government, Harvard University.

Speaks and writes fluent English, German, Polish, Italian;

conversational Spanish, Russian, French and Portuguese

Competences of Lasanoz FinanceSELECTED BIOS

38Lasanoz Finance


Mateusz van Wollen, CFA, (Associate Partner) has 10 years

of experience in Finance.

Joined Lasanoz Finance in 2005, with focus on managing CEE sell-

side mandates and buy-side projects in the TMT and media

sectors, including especially broadcasting and e-commerce

Canadian-Polish national with over 10 years experience in capital

markets in total. Previously worked for a private equity and

venture capital fund in Vancouver, and spent two years as an

assistant portfolio manager

Direct experience in numerous sectors including hi-tech, Internet,

TMT, infrastructure and mining

2 years CFO of a venture technology company listed on the

Toronto Venture Exchange

Engineering Physics degree from the University of British

Columbia and CFA charterholder since 2001


39Lasanoz Finance


Paweł Dobrowolski (Senior Advisor) has over 15 years of

experience in Finance

In Lasanoz Finance he is responsible for business development,

financial analysis and project management

Since 1995 he has managed on behalf of his clients all aspects of

buying and selling companies. During this time he has worked on

over 50 transactions of which close to 20 were successfully

completed for a total value of over US$ 800 m

Author of „Podstawy Analizy Finansów Firm” (Fundamentals of

Corporate Financial Analysis) published by COSZ Stowarzyszenie

Księgowych Polskich

Introduced to Poland the idea of a public hearings and

successfully lobbied to introduce it into Polish law and practice

Fluent Polish and English as well as working Russian

Graduate of Harvard University


40Lasanoz Finance


Wojciech Jezierski, (Director) has 9 years of experience in

Finance.

Joined Lasanoz Finance in 2006, focusing on investment analysis

and project management

6 years of corporate finance experience with Pekao Access

(UniCredit Group), focusing on corporate acquisitions and

disposals, mergers and capital raising, strategic finance advisory

Key sector expertise in the infrastructure and financial services

sector, real estate, fuel industry and insurance sector

Graduated in Economics and Accounting from the First

Independent University of Business & Administration, Warsaw and

completed postgraduate studies at the Warsaw School of

Economics

Fluent Polish and English


41Lasanoz Finance


Ewa Kacprzak-Olszewska, FCCA, (Director) has 11 years of


Has worked for Lasanoz Finance for 4 years; she is responsible for

investment analysis, project management, and due diligence

oversight

Previously, worked 5 years for KPMG Poland where she gained

financial audit and advisory experience, significant experience in

consolidated financial statements and Warsaw Stock Exchange

financial reporting

3 years as deputy CFO of Elektrim, one of Poland's major

industrial conglomerates with over 100 subsidiaries; responsible

for restructuring the finance function

Graduated in International Relations from Warsaw University in

1995,

ACCA member since 1999,

FCCA since 2004

Fluent Polish and English


42Lasanoz Finance


Aleksander Skołożyński (Manager) has over 4 years of


Joined Lasanoz Finance in 2007 and performs investment

analysis, project management, financial modeling and valuation

Key sector expertise includes IT, telecommunication, Internet,

payment services and financial services

Significant experience in project finance, financial modeling and

DCF valuation

Previously, worked 2 years for Concordia Espirito Santo

Investment, working for foreign-based clients on acquisitions of

Polish companies and performing financial advisory services

Graduated in Finance and Banking from the Warsaw School of

Economics and in International Management from the CEMS

program

CFA level 2 candidate

Fluent in Polish, English and French


43Lasanoz Finance


Teresa Darmetko (Senior Analyst) has over 3 years of


Joined Lasanoz Finance in 2009, focusing on investment analysis

and financial modeling (significant experience in infrastructure

and FMCG sector)

Over 2 years of cooperation with investment boutique Access

(Unicredit Group), particularly in financial modelling and year of

cooperation with Azimutus (an advisory company founded by

former McKinsey consultants)

Graduated in Finance and Banking from Warsaw School of

Economics and Finance and International Business from Aarhus

School of Business, Denmark

Fluent Polish and English; conversational Russian


44Lasanoz Finance


Lidia Fabrykiewicz (Senior Analyst) has 3 years of


Joined Lasanoz Finance in 2011 and performs investment analysis,

financial modeling and valuations

Key sector expertise includes food & beverage, transport,

infrastructure, energy, IT and telecommunication

Previously worked for almost 3 years for KPMG Advisory

Corporate Finance Group and gained significant experience in

valuations, financial modeling, project finance and M&A projects

Graduated in Finance and Banking from Warsaw School of

Economics; exchange programs in the New University of Lisbon

(Portugal) and Michael Smurfit Graduate School of Business

(Ireland)

CFA level 2 candidate

Fluent in Polish and English; conversational Russian


Value Creation Case Studies

46Lasanoz Finance


Value Creation Case Study No. 1

Gadu Gadu S.A., operator of Poland’s leading instant messenger, had recently gone public

on the Warsaw Stock Exchange when Lasanoz Finance was retained by Naspers/MIH as

exclusive buy-side financial advisor

Despite a general lack of access to information, we were able to build a comprehensive

financial model with four different scenarios, each verified by Naspers’ Internet domain

experts

Transaction structuring was complex, involving extensive negotiations with the majority

shareholder prior to the launch of the 100% tender offer in order to ensure its success

Maintaining confidentiality of the transaction with was a key challenge that was met

ACQUISITION OF 97% OF GADU-GADU (2007)

17

18

19

20

21

22

23

24

25

26

26-Feb 11-Apr 25-May 09-Jul 21-Aug 02-Oct 14-Nov 28-Dec 11-Feb 24-Mar

Share

Price (

PLN

)

Tender Offer is announced

Tender Offercloses

PLN 23.50 tender offer price

P2P Communication

Radio

Value-Added Reselling

Collective intelligence

Social Internet

P2P Communication

Radio

Value-Added Reselling

Collective intelligence

Social Internet

Instant

Messenger

MVNO

Naglos(VOIP)

Sonda(polling)

Gaming

& other

GG Wtyczka(ADSL, dialup)

mojagene-

racja.pl

GADU-GADUgadu

radio.pl

Contacts window of GG IM client

Ability to Close Complicated Public-to-Private Deal

47Lasanoz Finance



Very satisfied with our performance on the Gadu-Gadu transaction, Naspers/MIH retained

us to assist in the commercial due diligence of Tradus plc, operator of Allegro.pl

The scope of our work involved scrutinizing the business of several of Tradus’ holdings,

including the following companies / Internet properties in particular:

We visited company headquarters in Poznan, Zug (Switzerland) and in London for detailed

interviews with management and key employees

Subsequently we led the development of a macro financial model of the expected

development of Tradus’ operations in 7 countries, with Citibank assisting

We participated alongside Citibank, Slaughter and May, and Deloitte in reporting our

findings to representatives of Naspers’ Investment Committee

ACQUISITION OF 100% OF TRADUS plc (2008)

Bringing Key Sector Skills to Bear

http://otomoto.pl/

48Lasanoz Finance



We participated in the 2007 auction of Centrum.CZ Holdings, the owner of the No.2 and No.4

Internet properties in the Czech Republic and in Slovakia, respectively

We were retained as exclusive buy-side advisor to Naspers / MIH

Our work involved preparing the initial offer (including a DCF and comps valuation), based

on preliminary research and meetings with company management in Prague

After our client was short-listed, we participated actively in the commercial, legal and

financial due diligence stage and verified our financial model against management’s

internal model

We identified several key issues in the company’s business plan and held a focused 1-on-1

meeting with the company’s CEO in an attempt to resolve them

In the end we were unable to reconcile our conclusions about the company’s potential value

with the sellers’ valuation expectations, and advised our client not to submit a final bid

Initial View Case View Case after Commercial Due

Diligence (17 Oct 2007)

"Optimistic" View Case after resolving

some issues and leaving out commercial

judgements (24 Oct 2007)

Final MIH View after focus meeting with

Target CEO (31 Oct 2007)Stahuj.cz

Czech operating entity

Slovakian operating entity

Stahuj.cz

Czech operating entity

Slovakian operating entity

Extra EUR Ym

in Mgmt Case EUR X initial bid

Mgmt Case

Indicative Equity

Value

Update 2007 est.

no. of unique users

to current value

Revise forecast

growth in PV / user

Implement 15%

price discount on

display ads

Correct calculation

of clicks per PV in

PPC model of

search revenues

Revise forecast no.

and price of Real

Estate classifieds

Implement

commissions for

internal sales staff

Increase growth

rate in outsourced

cost of content

View Case

Indicative Equity

Value

Mgmt Case

Indicative Equity

Value

Update 2007 est.

no. of unique users

to current value

Revise forecast

growth in PV / user

Implement 15%

price discount on

display ads

Correct calculation

of clicks per PV in

PPC model of

search revenues

Revise forecast no.

and price of Real

Estate classifieds

Implement

commissions for

internal sales staff

Increase growth

rate in outsourced

cost of content

View Case

Indicative Equity

Value

BUY-SIDE ADVISORY ON CENTRUM AND ATLAS (2007)

Objective Advice Not to “Overpay”

49Lasanoz Finance


SELL-SIDE ADVISORY ON ADRIATIC KABEL (2007)

A leading cable TV operator in Croatia, Adriatic Kabel had emerged from a fragmented market

with a complex structure after completing 11 separate acquisitions in the prior two years

We were retained by Copernicus Capital, the controlling private equity group, to

provide sell-side advisory services together with Ernst & Young Corporate Finance

A simultaneous transaction process involving the Company’s main competitor, the No. 1

player, posed a constant threat and necessitated a tight timeline

Austrian electrical utility BEWAG emerged as the successful bidder after a highly competitive

auction process involving 11 interested parties and simultaneous due diligence (5 data rooms)

The final transaction value result set a new benchmark in cable TV transactions in Europe,

with exit multiples higher than those of similar deals completed over the previous 2 years

Also, Adriatic Kabel attained higher prices per subscriber than the No. 1 player despite having

a much lower percentage of its network upgraded to the modern two-way standard

Precedent European cable TV transactions

Liberty's acquisition of Karneval

Adriatic Kabel transaction

Sales exit multiple EBITDA exit multiple

No. 1 player

Adriatic Kabel

Above-Average

Value Attained

13% - 25% higher

price per subscriber

Price / CATV sub

Price / RGU

Achieving Top Exit Multiples in Auction


50Lasanoz Finance


BUY-SIDE ADVISORY ON STALEXPORT S.A. (2006)

Stalexport S.A., a listed Polish conglomerate active in the trade & distribution of steel

products as well as motorways operation, was experiencing significant financial difficulties,

burdened by severe debts from failed historical operations

Lasanoz Finance was part of the advisory team which identified the opportunity in 2005 to find

a strategic investor for the company and divesting the steel operations to crystallize the value

residing within Stalexport as the owner of one of only two motorway concessions in Poland

The severity of the company’s financial situation made it difficult to spark interest among risk-

averse infrastructure funds and motorway operators

50

100

150

200

250

300

350

400

450

500

Jun

JulAug

Sep O

ctNov

Dec

JanFeb M

ar Apr

May Ju

nJu

lAug

Sep O

ctNov

Dec

JanFeb M

arM

ay

Share Price at start ofengagement: PLN 1.50

Stalexport

WIG index

Value created

Share price at completion: PLN 7.00+

2005 2006 2007

Share price at 30 June 2005 = 100

Spotting Value and Persistently Executing Over 24 Months


During the late stages of the transaction, a

major shareholder of Stalexport, controlled by

the government, mounted obstructionist tactics

in spite of widespread support for the

transaction among the larger shareholder base,

national government, and Ministry of

Transportation

In spite of these difficulties, Atlantia paid

PLN 268 million for its majority stake, which

was worth over PLN 900 million at the

conclusion of the transaction in 2007

51Lasanoz Finance



Lasanoz Finance has assisted P4 (Play) and its founding shareholders, Novator and

Netia, to create value through the execution of a number of mandates in succession:

• Winning Poland’s 4th 3G mobile telephony license (2004/5)

• Winning the 3,6GHz – 3,8GHz WiMax license for Netia (2005)

• Securing Novator as the key strategic partner to Netia, the founding strategic shareholder of

Play, with a EUR 200m investment (2005)

• Obtaining a EUR 150m 10-year senior loan facility from the China Development Bank and a

EUR 20m 6-year facility from Comverse (Israel) to help finance Play’s development (2006)

• Advising Play in the non-cash acquisition of Germanos, Poland’s leading chain of mobile

phone stores, to furnish the operator with a retail distribution network (2007)

• Obtaining a EUR 490m second round of vendor financing for network expansion and to fully

finance Play’s business plan

Confidential

Financial advisory Vendor Financing Buy-side advisory

EUR 640 000 0004th Mobile License

HELPING PLAY ACHIEVE SUCCESS

Executing Repeat Value-Creating Mandates

52Lasanoz Finance


60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

160%

01-Sep 01-Nov 01-Jan 01-Mar 01-May 01-Jul 01-Sep

WIG Media

Bankier.pl

Level of Tender Price Including Dividend

WIG

BUY-SIDE ADVISORY ON BANKIER.PL S.A. (2009)

Listed on the WSE since 2006, Bankier.pl operates the largest independent financial portal in

Poland and reaches about 7m consumers through its network of financial intermediaries

The Target had tried for a year to find an investor, hampered by its deteriorating financial

performance and declining share price (down over 40% over a six month period to March 2009)

The transaction was further complicated by the fragmented shareholder structure, with the

exiting founder holding only 18% and most of the rest held by institutional investors who had

acquired their stakes at much higher prices in 2006 and 2007

Our team was retained by MIH Allegro in May 2009 when it became apparent that the founder

was tiring of the process and threatening to sell to private equity, thereby removing any

opportunity for a strategic player to acquire a majority position

Tender Offer announced

Winning Auction for Public-to-Private Transaction


We succeeded in just five weeks to perform

a full valuation analysis of the opportunity,

obtain a mandate from our Client’s

investment committee, organize a public

tender offer together with our legal and

securities co-advisors, and negotiate with

the founding shareholder an irrevocable

commitment to a transaction with our

Client—thus beating out the competition

3% tender

price increase

Tender closes with

83% shares tendered100% = closing prices on

9 June 2009, the Tender

Offer announcement date.

Lasanoz Finance


Contact Information

Lasanoz Finance

Warsaw Financial Center Building, 15th floor

53 Emilii Plater Street

00-113 Warsaw

Tel: +48 (22) 35 67 150

Fax: +48 (22) 35 67 151

Alexander Neuber

Tel: +48 606 33 08 33

[email protected]

Prezentacja programu PowerPoint - Lasanoz Finance · May 2008 divestment of 85% stake ... See page...

Documents

Transcript of Prezentacja programu PowerPoint - Lasanoz Finance · May 2008 divestment of 85% stake ... See page...