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How to Create Value Through Mergers & Acquisitions


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CloudOps Summit 2013, Frankfurt, 25.09.2013
Lightning Talk by
Andreas Thümmler, Corporate Finance Partners

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How to Create Value Through Mergers & Acquisitions

  1. 1. CLOUDOPS SUMMIT 2013 PAGE 1 “How to Create Value Through Mergers & Acquisitions” 25th September 2013 Case Study
  2. 2. CLOUDOPS SUMMIT 2013 PAGE 2 Decisive Market Leader in Performance-Based Multichannel Commerce Company Overview (pre Transaction) AG ( is headquartered in Berlin/ Germany and was founded in 2000 by former Management Team Thomas Hessler, Heiko Rauch and Jens Hewald. The Company has >200 employees worldwide. Besides subsidiaries in Europe, zanox has sales offices in Shanghai and in Chicago covering the Asian and US markets. zanox XS is the Company’s global solution for efficient product and service marketing via the Internet, comprising multi channel sales solutions, partner relationship management solutions, customer loyalty/ club solutions, search engine marketing/ online product placement solutions and permission marketing solution The Company has a pool of >1,000,000 partners in more than 30 countries. Customers (e.g. advertising companies, online-shops) choose the most appropriate sales partners out of this pool. For each program, zanox generates 10-100 million PIs per month. Reference customers of zanox include: Procter & Gamble, Vodafone, AXA, Citibank, Expedia, Allianz, Lycos, Amazon, Sixt, DaimlerChrylser, Jamba! and Staples. Management team 45% Financial investor 40% Mgmt of acquired businesses 10% Others 5% Total 100% Shareholder Structure (pre Transaction) In EUR m 2001 2002 2003 2004 2005 2006 2007e Gross Sales 1 3 7 15-20 40-45 >100 >160 EBITDA margin 5-10% 5-10% 5-10% 5-10% 5-10% 8-12% 10-13% Key Financials
  3. 3. CLOUDOPS SUMMIT 2013 PAGE 3 Well Established, Attractive Asset in The Online Marketing Sector Dec 2004 Successful closing of EUR 15 million financing round Jul 2005 Acquisition of First-Coffee, top three affiliate marketing player in the French market (geographic expansion) May 2006 Acquisition of zanoxHispania (geographic expansion; former franchise of zanox) Jun 2006 Acquisition of eprofessional GmbH (acquisition of product know-how and gain access to strong client base; cross selling potential) 2005-2007 Foundation of several subsidiaries and offices e.g. in Chicago/ USA, Shanghai/ China, London/ UK, Milan/ Italy and Amsterdam/ the Netherlands Aug 2007 Decision to start “Sales Process” M&A Milestones Together with Corporate Finance Partners, zanox grew strongly (organic and inorganic) Leading Global Infrastructure Provider for Performance based Multichannel e-Commerce Highly Motivated Management Team and Skilled Organization Unrivalled, Award winning Technology and Products >1,000 Renowned Blue-Chip Customers including Top 10 European e- Commerce companies Global Network of > 1,000,000 Direct and Indirect Publishers with various Websites and Advertising Spaces Well known brand and position in Europe Presence at 4 Continents and in 30 Countries Great Scalability of Business Model Proven Profitability and Annual Historic Growth of more than 100% per Year Strongly Growing e-Commerce and Online Marketing Sector on European and Global Scale Excellent Market Position and Attractive Business Model
  4. 4. CLOUDOPS SUMMIT 2013 PAGE 4 Decision to Execute “Triple Track Process” For Optimum Result … … … 1. Sale to strategic Investor 2. Sale to financial Investor (part sale/ part capital increase to consolidate the market) 3. Initial Public Offering
  5. 5. CLOUDOPS SUMMIT 2013 PAGE 5 Feedback From Interested Parties Strategic Investors Financial Investors IPO Number of Parties approached: 30 NDAs received/ IM sent: 18 Number of Mgmt.Pres.: 9 Number of LOIs received: 5 Initial Valuations: EUR 140-220 million Number of Parties approached: 10 NDAs received/ IM sent: 8 Number of Mgmt.Pres.: 4 Number of LOIs received: 3 Initial Valuations: EUR 140-180 million Number of Parties approached: 11 NDAs received/ IM sent: 11 Number of Pitches: 7 Initial Valuations: EUR 250-350 million … Based on the valuations received, shareholders’/ management’s intentions and with regard to uncertain capital market conditions, the management together with Corporate Finance Partners decided to pursue the 100% sale to a strategic investor by concurrently pushing the IPO route as an alternative, back-up scenario. After negotiations with the two most promising parties and increasing valuation to EUR 260-290 million (incl. earn-out), zanox granted data room access to the two most promising parties. Prio 1 Prio 3 Prio 2
  6. 6. CLOUDOPS SUMMIT 2013 PAGE 6 Timetable zanox Aug 2006 Sep 2006 Oct 2006 Nov 2006 Dec 2006 Jan 2007 Feb 2007 Mar 2007 Apr 2007 May 2007 Jun 2007 Jul 2007 Preparation long list/ short list Due date NDA Preparation information memorandum Due date LOI Preparation teaser documents (introductory letter, company profile, NDA) Roll-out to potential investors Preparation management presentation Management meetings Distribution of IM Negotiation LOIs Preparation data room Due diligence Drafting/ negotiation transaction documents (SPA, Bye-Laws etc.) Signing of transaction documents Closing of transaction (Antitrust approval etc.) Confirmatory Due Diligence Trade Sale of AG to consortium of Axel Springer AG and PUBLIGroupe AG for EUR 215 million in cash at closing and additional up to EUR 80 million via three years earn-out
  7. 7. CLOUDOPS SUMMIT 2013 PAGE 7 Value Creation zanox 0 50 100 150 200 250 300 350 Q4 2004 Q1 2005 Q2 2005 Q3 2005 Q4 2005 Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 EURmillion July2007 May2006June2006 July2005 December2004 earn-out
  8. 8. CLOUDOPS SUMMIT 2013 PAGE 8 zanox Today Since the acquisition of zanox by Axel Springer & PUBLIGroupe, the Company advanced further (through organic and inorganic growth) as the clear European Market Leader in Performance Advertising → Acquisition of UK-based Digital Window incl. (2009/ 2010) and Netherlands-based M4N (2011) → Opening of Offices in Warsaw/ Poland (2008), Istanbul/ Turkey (2011), Sao Paolo/ Brazil (2011), Zurich/ Switzerland (2012) As of today, the Company has offices in 12 countries worldwide with more than 600 employees The Company’s network, comprising 4,000 advertisers, generated a gross sales volume of EUR 5bn in 2011 In 2011, the Company’s revenues increased 19.5% compared to 2010 to EUR 439mn, two thirds of revenues are generated outside German speaking countries Especially the expansion to emerging markets such as Poland, Turkey and Brazil fosters the Company’s growth zanox’ Global Locations
  9. 9. CLOUDOPS SUMMIT 2013 PAGE 9 zanox’ Founder Team Today The founder Team of zanox left the Company beginning of 2010 to focus on “Globumbus” (founded by them in 2007), a Silicon Valley and Berlin based non profit foundation to foster entrepreneurship As evangelists of entrepreneurship and crowd- sourcing, they designed global crowdsourcing network “UFOstart” (a product of Globumbus) connecting startups and investors in a new way UFOstart connects startups, entrepreneurs, talents and investors in a quarterly cycle - experts and investors evaluate ideas and bid tasks or funds for equity It provides immediate feedback from experts and markets and gives freedom to pivot. The “work for equity” premise can reduce funding needs in cash significantly “We believe passionately in the innovative power of the entrepreneur, and offer infrastructure to empower anyone with a great idea to set up, grow and manage a new company in the fastest and most scalable way.”
  10. 10. CLOUDOPS SUMMIT 2013 PAGE 10 Corporate Finance Partners (“CFP”) provides corporate finance advisory services with focus on Mergers & Acquisitions and Private Equity & Venture Capital placements Since inception in Germany in 1998, CFP has successfully executed more than 200 M&A, Private Equity and Venture Capital transactions in the Internet, media, telecommunications and technology sectors CFP is the leading European tech & Internet corporate finance advisor and is synonymous for expertise and execution in mid-cap cross-border transactions With its 10 offices on 3 continents CFP is advancing into the top five of global tech M&A firms As an independent advisory company with no banking or brokerage operations, CFP is free of conflict of interests and fully focused on optimizing its clients’ processes and results CFP strives to develop and maintain long-term relationships with its clients offering them comprehensive, high quality, innovative and customized services to accomplish their current & future objectives CFP is a reliable partner providing corporate finance advisory along the clients’ development over the years Targets Acquirers CFP | Introduction
  11. 11. CLOUDOPS SUMMIT 2013 PAGE 11 International Presence Europe: Berlin, Budapest, Frankfurt and Vienna USA: New York and San Francisco Asia: Beijing, Hong Kong, Shanghai and Tokyo Deep Industry Knowledge 15 years of focused tech M&A advisory Unique network including senior industry managers, developers and talented entrepreneurs Global network of financial & strategic investors and advisers Diverse Team 50 professionals worldwide 10 nationalities 14 languages Outstanding Track Record Unique sell-side track record achieving matchless high valuations Strong expertise selecting the most suitable targets and negotiating smart deals More than 200 executed transactions 50% cross-boarder transactions CFP | Competitive Advantage
  12. 12. CLOUDOPS SUMMIT 2013 PAGE 12 *Partner Offices CFP in Germany operates from two offices: • Frankfurt, Germany’s financial center, • Berlin, center of gravity for Internet/ technology in Europe CFP’s international offices are located in New York, San Francisco, Tokyo, Vienna and Budapest In 2012, CFP added partners and offices in Shanghai, Beijing and Hong Kong providing CFP’s clients access to a strong global advisory platform CFP | International Presence With 10 Offices on 3 Continents, CFP is advancing into the Top 5 of Global Tech M&A Firms
  13. 13. CLOUDOPS SUMMIT 2013 PAGE 13 EuropeanTeam Andreas Thümmler Founder & Managing Director Founder and Managing Director UBS Warburg, Rothschild Degree in computer science & business administration, European Business School Daniel Schenk Managing Director Lincoln International, Compass Advisers New York, ING Barings Degree in economics, ESB Reutlingen/ Ecole Superieure de Commerce Reims Berend Yntema Managing Director Director at the Central & Eastern European investment banking boutique EPIC Expert for corporate finance transactions in Central & Eastern Europe Masters in Economics from the University of Groningen Kai-Peter Burger Managing Director Waterhouse focusing on energy, banking industry and business valuations Central & Eastern European Investment boutique EPIC Vienna University of Economics and Business Administration (WU), studied finance at HEC in Paris Oliver Nemes Managing Director Over 15 years of M&A experience in Central & Eastern Europe Price Waterhouse (London, Vienna) and EPIC (Vienna) Degree in Business Administration, European Business School London EuropeanTeam Klaus Nestler Managing Director Worked for more than 10 years with UBS Warburg Specialized in Corporate Finance and cross-border M&A transactions Masters Degree in Economic Sciences BioConnect CFP | Senior Management Team
  14. 14. CLOUDOPS SUMMIT 2013 PAGE 14 Michael Mildenberger Managing Director Co-Founder and CEO of Wireless Fire LTD Co-Founder and CEO of aeonware AG MSc Economics Eberhard Karls University Giovanni Soleti Managing Director Co-founder and board member of aeonware AG Wireless Fire, the US subsidiary of Wapme Systems Advisor to Mobzilla Lan The Hoang Managing Director Co-Founder and CEO of Aeria Games & Entertainment Founder and President of Asia Commerce Limited, Director at Japan Attorney at Orrick, Herrington & Sutcliffe LLP Yusuke Kobayashi Managing Director Co-Founder and co-CEO of Aeria Inc Board member of Aeria Games & Entertainment (USA) Board member of Akatsuki Financial Group, Inc AmericanTeam AsianTeam CFP | Senior Management Team (cont.)