Russian M&ACross-Border OpportunitiesMay, 2010
Page 2NORTHSTARCORPORATE FINANCE                      M&A in Russia: General Outlook                              USD bn  ...
Page 3NORTHSTARCORPORATE FINANCE                      Mergers and Acquisitions in 2009                        The M&A mark...
Page 4NORTHSTARCORPORATE FINANCE                      Largest M&A Deals by Foreign Acquirers in 2009                      ...
Page 5NORTHSTARCORPORATE FINANCE                      Largest Foreign Acquisitions by Russian Acquirers in 2009           ...
Page 6NORTHSTARCORPORATE FINANCE                      Some Finnish-Russian M&A Deals                       Year         Bi...
Page 7NORTHSTARCORPORATE FINANCE                      Russian vs. European M&A Environment                                ...
Page 8NORTHSTARCORPORATE FINANCE                      Russian vs. European M&A Environment (con’d)                        ...
Page 9NORTHSTARCORPORATE FINANCE                      Greenfield Versus M&A: Pros & Cons                            Type  ...
Page 10NORTHSTARCORPORATE FINANCE                      Where do you start?                        As of 2010, Russia has a...
Page 11NORTHSTARCORPORATE FINANCE                      Expectations of Target Companies                        Do deal wit...
Page 12NORTHSTARCORPORATE FINANCE                      “Dust off Your Walther PPK” (AK47s are better)                     ...
Page 13NORTHSTARCORPORATE FINANCE                      Price Assessment                      The gap between Russian and f...
Page 14NORTHSTARCORPORATE FINANCE                      Due Diligence                      Objectives of Due Diligence     ...
Page 15NORTHSTARCORPORATE FINANCE                      Key Due Diligence Issues                                           ...
Page 16NORTHSTARCORPORATE FINANCE                      Key Due Diligence Issues                                           ...
Page 17NORTHSTARCORPORATE FINANCE                      Tax Issues                        Historic tax risks bounded by thr...
Page 18NORTHSTARCORPORATE FINANCE                      Contractual Rights & Incentives                        Contractual ...
Page 19NORTHSTARCORPORATE FINANCE                      Scenarios                        Foreign investor must form a view ...
Page 20NORTHSTARCORPORATE FINANCE                      NorthStar Corporate Finance in Brief                       Establis...
Page 21NORTHSTARCORPORATE FINANCE                      NSCF Corporate Finance Services                      Mergers and Ac...
Page 22NORTHSTARCORPORATE FINANCE                      Selected References                                   Ingman Ice Cr...
Page 23NORTHSTARCORPORATE FINANCE                      Selected References                                   WestCall, Fin...
Page 24NORTHSTARCORPORATE FINANCE                      Contact Information                      NorthStar Corporate Financ...
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Russian M&A - Cross-Border Opportunities

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Aalto Capitalilla on ilo kutsua Teidät Venäjä-aiheiseen aamuun. Tilaisuudessa pureudumme Venäjän talouden näkymiin talouskriisin jälkeen ja saamme paikallisen toimijan näkemyksen Venäjän yrityskauppamarkkinasta. Eduskunnan ajankohtaiset terveiset tulee kertomaan kansanedustaja Ilkka Kanerva.

Ravintola Savoy, Salikabinetti
20. toukokuuta 2010 klo 08:30 – 10:30

Published in: Economy & Finance, Business
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Russian M&A - Cross-Border Opportunities

  1. 1. Russian M&ACross-Border OpportunitiesMay, 2010
  2. 2. Page 2NORTHSTARCORPORATE FINANCE M&A in Russia: General Outlook USD bn Number of deals 180 600 159.4 160 500 140 486 122.4 120 400 100 344 380 300 80 63.5 273 228 60 238 46.1 200 40.5 180 40 22.8 19.3 100 20 0 0 2003 2004 2005 2006 2007 2008 2009 Value of deals (L-axis), USD bn Number of deals (R-axis) Source: KPMG, M&A Journal, Mergermarket M&A deals breakdown by industry 2008 2009 9% 10% 4% 5% Oil & Gas 44% Oil & Gas Telecom 9% 9% Telecom Metals & Mining Metals & Mining Consumer & Retail Consumer & Retail Finance 50% Finance 19% 23% Other industries Other industries 9% 9% Source: KPMG, M&A Journal, Mergermarket
  3. 3. Page 3NORTHSTARCORPORATE FINANCE Mergers and Acquisitions in 2009 The M&A market crumbled as the financial crisis ushered in higher levels of uncertainty about future economic development, increased risk aversion, a larger gap in valuation expectations between buyers and sellers, and a liquidity crunch that made it difficult to fund deals. Among the sectors most influenced by the crisis — and therefore showing the largest declines in M&A activity — were consumer goods and retail, financial services and metals and mining, which were all down by about 80 percent. Relative bright spots were the oil and gas sector, as well as communications and media, which were the best-performing parts of the Russian M&A market. Topping the list of big consolidations last year was the merger of VimpelCom and Kyivstar, worth $5.5 billion. The transactions that took place in 2009 were relatively small in size and limited in number. Many of the deals that occurred included on the buy side either government- affiliated entities, or cash-rich companies that could take advantage of distressed situations.
  4. 4. Page 4NORTHSTARCORPORATE FINANCE Largest M&A Deals by Foreign Acquirers in 2009 Bidder Target Stake, % Value, EUR m Sector Weatherford International TNK BP International 100 % 346 Oil & Gas Ltd Ltd (Oil field services) Viktor Pinchuk (private OSAO Rossija 100% 241 Finance investor) Standard Bank Group Troika Dialog Group 33% 237 Finance OAO Bereznikovsky Solvay SA 97% 155 Consumer & Retail Sodovy Zavod Central European Russian Alcohol Group 12% 109 Consumer & Retail Distribution Corporation European Bank for Reconstruction and Promsvyazbank 12% 107 Finance Development TPG Capital OOO Lenta 35.4% 77 Consumer & Retail China Investment Nobel Oil 45% 67 Oil & Gas Corporation Colussi SpA Infolink 100% 54 Consumer & Retail Source: Mergermarket
  5. 5. Page 5NORTHSTARCORPORATE FINANCE Largest Foreign Acquisitions by Russian Acquirers in 2009 Bidder Target Stake, % Value, EUR m Sector Vimpelcom Kievstar GSM 100% 3,637 Telecom Surgutneftegaz MOL Hungarian Oil and 21.2% 1,415 Oil & Gas Gas Public Ltd Company Lukoil OAO Lukarco BV 46% 1,094 Oil & Gas Lukoil OAO Total Raffinaderij 45% 431 Oil & Gas Nederland NV Mechel Mining OAO Bluestone Coal Group 100% 410 Energy TMK NS Group Inc 49% 396 Industrial services OJSC Polyus Gold KazakhGold Group 50.1% 358 Mining Sberbank BPS-Bank 93.3% 191 Finance Gazprom Neft Sibir Energy Plc 7.8% 172 Oil & Gas Source: Mergermarket
  6. 6. Page 6NORTHSTARCORPORATE FINANCE Some Finnish-Russian M&A Deals Year Bidder Target Stake, % Value, EUR m Sector 2009 Tikkurila Oy Polimerbyt 30 n.a. Industrial 2008 Itella Mail Communication Connexions 100 n.a. Advertising 2008 Atria Oyi CampoMos 100 75 Consumer & Retail 2008 CapMan Group Norum Russia Fund 100 7 Finance 2008 Itella Corporation National Logistic Company 90 200 Logistics 2008 Oriola-KD Corporation Vitim & Co, Moron Ltd 75 85 Pharmacy 2008 Poyry Plc Giprobum - Poyry 30 n/a Engineering 2008 Puukeskus Oy Intekso n/a n/a Building materials 2008 Fortum Oyi TGK-10 up to 76% 2100 Energy Multi-Link Terminals Ltd 2007 N-Trans Group (Russia) 50 140 Logistics (Finland) 2007 Fortum Oyi TGK-1 26.3 243 Energy 2007 KONE Corporation RSU5 90 n/a Engineering 2007 Sanitec Oy Della 60 n/a Ceramics 2007 Fazer Bakeries Ltd Volzhsky Pekar n/a n/a Bakery 2006 Tikkurila Oy Gamma 70 n/a Paint manufacturing 2006 Norilsk Nickel MMC (Russia) OM Group Inc (Finland) 100 318 Metallurgy 2006 Nordea AB Orgresbank 75 246 Banking St Petersburg Generating 2006 Fortum Oyi 12.5 120 Energy Company 2006 Rautaruukki Source: Mergermarket Oyi Ventall 100 128 Steel construction Recently a new market in Belorussia has opened up for Finnish companies: Ingman Ice Cream – Gomel Ice Cream Factory in 2009 Olvi – Lidskoe Pivo in 2008
  7. 7. Page 7NORTHSTARCORPORATE FINANCE Russian vs. European M&A Environment European M&A environment Russian M&A environment Substantial growth (but from a low base) given 1. Current levels Relatively subdued given economic uncertainties continued domestic consolidation and foreign direct of activity and low economic growth rates investment Transaction timeframes are relatively quick Transaction timing can often be in excess of a year; 2. Time frames (usually up to 6 months) building relationships is important 3. Transaction Established history and usage of M&A; Russian parties being unversed in deal-making, and process ‘standardized’ transaction procedures frequently do not seek professional advice Structures more complex, often with the use of off- 4. Deal Predominantly ‘clean’ transactions with a single shore vehicles for tax, ease of exit, financing structures purchaser selling a 100% stake considerations Mostly cash consideration; 5. Financing A variety of financing options available Sophisticated financing instruments emerging, yet legislation lagging behind Market data (in terms of market size, growth, Market data less readily available and is often out of 6. Market data market shares etc) readily disclosed and date given rapid changes in market place available
  8. 8. Page 8NORTHSTARCORPORATE FINANCE Russian vs. European M&A Environment (con’d) European M&A environment Russian M&A environment Liquid M&A market facilitates benchmarking Minimal disclosure of deal details complicates 7. Valuation to comparable transaction multiples benchmarking valuation Focus on earnings / cash flow multiples Traditional focus on book values (slowly changing) Mid size companies do not have IFRS and quite often run Strong financial / management information on management accounts systems in place; reliable historical data Generally weak finance functions Analytical review and performance 8. Financial data monitoring along a range of key performance Analytical review and performance monitoring focused on indicators a small number of key performance indicators Rigorously assessed future projections Future projections are rarely forecast in detail and are often not fully thought through Tend to be commercially focused and ‘result- Negotiations may concern objectives which are not 9. Negotiation driven’ purely commercial Rapidly improving, but still opaque by international standards Minimal interference on private deals 10. Regulatory Numerous regulatory and corporate compliance Regulations highly transparent Environment requirements (antimonopoly approval of transactions, Usually easy to enforce Federal Financial Markets Service filings etc.) Low level of enforceability
  9. 9. Page 9NORTHSTARCORPORATE FINANCE Greenfield Versus M&A: Pros & Cons Type Pros Cons Balance Greenfield Control… Time required for licenses/utilities Was major entry strategy for MNCs in 1990s Control… Need to handle government relations/ administrative issues Now slowly replaced by M&A And Control! Financial and operational risks Need to recruit labor JV Financial risk sharing Corporate governance risk Not frequent except for PSAs Russian partner handles Technology and brand transfer issues Control is a difficult issue administrative/license issues Control may be lacking Ready source of skilled labor M&A Time saved Difficult to negotiate transfer of control M&A increasingly used entry strategy in recent years Buying established company “Skeletons in the closet” A lot of due diligence needed, Could still be reasonably Post-integration difficulties unless nothing could be taken for cheap Russian target was built and operated granted to Western standards M&A market becomes better Quite often easier to do an established Corporate governance and counter- asset-based deal party risk Ready source of skilled labor
  10. 10. Page 10NORTHSTARCORPORATE FINANCE Where do you start? As of 2010, Russia has a 20 year history of foreign direct investment − …with most of the required elements in place, and with important lessons learned These elements include: − Fairly sophisticated investment and joint-stock company legislation − Established business services industries such as auditors, strategic consultants and headhunters (including both domestic and international names) − Dynamic corporate finance and M&A advisory industry − Large selection of legal firms with M&A and investment experience − Offshore holdings with strict shareholder agreements could prevent greenmail and other minority shareholder threats that would be otherwise present in the Russian company Depending on whether your investment is a “greenfield” project or acquisition or joint venture with an existing company the roadmap is different
  11. 11. Page 11NORTHSTARCORPORATE FINANCE Expectations of Target Companies Do deal without (or with limited) due diligence Do deal quickly Lack of understanding: Quite often fuzzy differentiation between debt and equity Mostly limited understanding of procedures, lawyers, due diligence, closing etc. Distrust of due diligence, as it is regarded to be just an opportunity to learn more about a competitor Local companies often change their minds every other day. Lack of ability to concentrate on long term strategy Fire fighting: Will only become active when there is a crisis NSCF: “No we will not be able to sign a deal tomorrow”
  12. 12. Page 12NORTHSTARCORPORATE FINANCE “Dust off Your Walther PPK” (AK47s are better) A very subtle blend of confirmed interest with caveats which are not too strong AK -4 7S Ability to get over lack of trust and get beyond statutory company ov documents to actual operating data & management accounts iet PK A ss rP Confidentiality agreements in Russia are perceived as au he lt R meaningless alt ifle W Trust factor most important Dogged Detective Work Market knowledge is key, but contacts on the right level are critical Information gathering is a very difficult and time-consuming process Role of financial advisor: – Identify and approach potential targets/buyers – Advise on the basic structure of the Transaction and tentative terms – Prepare valuation of the Target and the underlying financial model – Coordinate, and (where necessary, instruct) other professional advisers, including lawyers, accountants, “background check” agencies, PR -advisers, etc. – Assist in the negotiation of final transaction terms, documentation and closing of the Transaction Confidential inquiries
  13. 13. Page 13NORTHSTARCORPORATE FINANCE Price Assessment The gap between Russian and foreign partner’s view of value is typically greater than in the West Often the seller declares a fixed price at the very beginning: either take it or leave it Non-transparency of M&A market makes comparison of the deal value difficult Under-valuation of Russian assets is well-known, therefore the seller usually starts with a higher price Readiness to pay 30–40% control premium is often desirable Brand, IT, investments in management processes (especially in banking), sales chains and client base are often over-valued Use the traditional techniques: Multiples (P/E, EV/EBITDA, EV/EBIT, EV/Sales) – Multiples (Comparable transactions) – Emerged vs. emerging markets – Multiples (Comparable traded) – Emerged vs. emerging markets DCF methods, WACC and/or APV ______________________________________________________ Bottom Line: Valuation is maximum price that can be paid.
  14. 14. Page 14NORTHSTARCORPORATE FINANCE Due Diligence Objectives of Due Diligence Seller: Buyer: “Fresh Look” at the Company Obtaining Objective information and identification of Obtaining Possibility for “Pre-sale Preparation” Legal Risks Use of the Report in Negotiations with Potential Buyer Adoption of a Decision on the Visibility of the Transaction and its terms Preparation for Due Diligence on the part of the Buyer Arguments for Negotiations Transaction Structuring Determination of Conditions Precedent of the transaction Specific Risks Emerging From the Due Diligence Process Legal issues in privatization documents / Legal issues in the previous acquisitions Most companies were involved in aggressive tax optimization schemes over recent years. Significant tax risks may be inherited Long outstanding receivables with insufficient allowance for doubtful accounts Poor inventory management and stock obsolescence problems Some companies have significant volumes of off-book transactions In most cases the companies do not follow debt covenants No detailed and thoughtful budget for capital expenditures often indicates inadequate future development planning Some companies incur significant expenditures on the maintaining of social infrastructure and have unrecorded social obligations
  15. 15. Page 15NORTHSTARCORPORATE FINANCE Key Due Diligence Issues Understanding of cash flows, profit and cost centers Financial/ Identification of liabilities Accounting Accounting impact Identification of risk areas Tax Ring-fencing Subsidiaries ownership & title, licences, permits Legal Related party contracts Litigation Restructuring restrictions Social Costs On-going cost structure Legacy issues/related liabilities Environmental Benchmarking of Russian/Western practices Time consuming process due to unreliability of information and a need to cross check from multiple sources
  16. 16. Page 16NORTHSTARCORPORATE FINANCE Key Due Diligence Issues COMMERCIAL CORPORATE ISSUES ASSETS PRODUCTION ACTIVITIES Establishment of the Real Estate: Licenses/Permits Purchases Company buildings, facilities Certification Sales/Distribution Privatization land Environmental Issues Logistics Reorganization Mineral Licenses Employment Relations Credits and Loans Amendments to Foundation Production Assets Social Obligations Cross-Border Operations; Documents Intellectual Property Other Industry-Specific exchange regulation Authorized Capital Information Investments customs issues Securities Antimonopoly Requirements Shareholders/ members Other Business Activities Corporate Governance Approvals for Transactions Net assets Greenmail Risks
  17. 17. Page 17NORTHSTARCORPORATE FINANCE Tax Issues Historic tax risks bounded by three years of statute of limitation affect the purchase price, as well as distort the targets financial performance as shown in the statutory accounts Buyer is usually indemnified against previous misdemeanours by escrow/pledge/ collateral structure as a part of consideration. Some cases require non-standard indemnification e.g. personal liability of seller Cessation of tax optimisation schemes may make the company uncompetitive against less honest rivals meaning that extensive due diligence is priority procedure for foreign buyers.
  18. 18. Page 18NORTHSTARCORPORATE FINANCE Contractual Rights & Incentives Contractual protections are sought, as is common in the West, usually under a foreign law jurisdiction However, difficult to rely purely on contractual protections. Appropriate structuring of transactions – such that economic incentives are aligned – is of major importance Such incentives may take different forms: – Payment overtime/milestone payments/earn-outs – Cash vs. non-cash consideration – Sharing of economic benefits/costs – Management incentivisation schemes – Etc. Example: Rautakesko, (subsidiary of Kesko), acquired Stroymaster, the Russian chain of DIY stores in the St. Petersburg area, from TECS, for a maximum consideration of EUR 19.6m, including a maximum earn out payment of up to EUR 6.9m. contingent upon the 12 months revenue of Stroymaster. (March 2005)
  19. 19. Page 19NORTHSTARCORPORATE FINANCE Scenarios Foreign investor must form a view on the environment which drives optimal participation strategy They must also be aware of alternative scenarios in order to structure their investment to be as robust as possible keeping in view the range of potential outcomes Western businesses Local and Western Westerners can strongly partner can work in compete on merit. All disadvantaged. Loans balanced partnership. local expertise Characteristics and operating Contractual rights can achieved by hiring environment cannot be be enforced staff, consultants, etc relied upon Westerners can Western businesses explicitly lead Russian may be discriminated operations but material against but legal involvement of environment provides Russian partners still some protection valuable 1 2 3 4 5 Implications Ownership ca. 50% with Blocking Zero to small detailed Control minority 100% minority agreements 75% (25% +1)% sharing control
  20. 20. Page 20NORTHSTARCORPORATE FINANCE NorthStar Corporate Finance in Brief Established in 1998 as joint venture NorthStar Corporate Finance Locations between British and Finnish investment banks; Since 2006 NorthStar has been independent and privately owned corporate finance advisory firm; Since 2008 NorthStar has been a Moscow member of Mergers Alliance (global network of independent advisors); London Stuttgart Currently one of the leading cross- border M&A boutiques in Russia; Unique blend of local expertise and market knowledge with top-tier London, United Kingdom Stuttgart, Germany Moscow, Russia, international customer relationships Main Office and premium investment banking products; Main geographical focus on transactions between Russia & CIS and Northern Europe.
  21. 21. Page 21NORTHSTARCORPORATE FINANCE NSCF Corporate Finance Services Mergers and Acquisitions Identify and approach potential targets/buyers Advise on the basic structure of the Transaction and tentative terms Prepare valuation of the Target and the underlying financial model Coordinate, and (where necessary, instruct) other professional advisers, including lawyers, accountants, “background check” agencies, PR -advisers, etc. Assist in the negotiation of final transaction terms, documentation and closing of the Transaction Fundraising Private equity Bank financing Structured and project finance General advisory on Market Entry Market research Analysis of competitive environment Financial modeling
  22. 22. Page 22NORTHSTARCORPORATE FINANCE Selected References Ingman Ice Cream OY, M&A NorthStar CF advised Ingman Ice Cream Oy on its acquisition of Gomel Ice Cream factory, the fourth largest ice-cream producer in Belarus, through joint venture with a local partner - the state-owned diary holding Rumyantsevskoye. May 2009 Aladdin Oil & Gas Company ASA, Financial Advisory NorthStar CF has advised on an initial $ 25 m investment commitment by an intenrational investment group in Norwegian publicly traded oil company ALADDIN, focused on Russia. November 2008 Olvi Oyj, M&A NorthStar CF acted as financial advisor to Olvi Oyj in its acquisition of 51% shares of Lidskoe Pivo, a Belorussian brewery in October, 2008 Itella Mail Communication, M&A NorthStar CF advised Itella Mail Communication in its acquisition of OOO Connexions in Russia, the core competence of which includes consulting and campaign management services for customer relationship marketing (CRM). October 2008 Mitsubishi Corporation, M&A NorthStar CF acted as financial advisor to Mitsubishi Corporation, the major Japanese trading house on a global basis, in the acquisition of Vis Nova Trading GmbH, German pellet producer. July 2008 Atria Plc, M&A NorthStar CF acted as financial advisor to Atria Plc in its acquisition of 100% shares of Vastse-Kuuste, an Estonian meat producer in June 2008 ADR-Haanpää, M&A NorthStar CF acted as financial advisor to ADR-Haanpää, the leading haulier of liquid chemicals in Scandinavia and the Baltic Region, in the acquisition of the business of Rona Trans, a Russian liquid cargo transportation company. January 2008 Holcim, M&A NorthStar CF advised Holcim, one of the worlds leading suppliers of cement and aggregates, on the acquisition of minority stakes in OAO “Volskcement” and OAO “Shurovsky Cement”, Russian cement companies. 2007
  23. 23. Page 23NORTHSTARCORPORATE FINANCE Selected References WestCall, Financial Advisory NorthStar СF advised WestCall Telecommunications on the sale of a minority stake to Russia Partners II (a Russia- focused private equity fund of US-based Siguler Guff & Co) and on fundraising of USD 30 million in the next three years for the development of WestCall’s operations. July 2007 Hansastroi, Financial Advisory NorthStar СF advised Hansastroi, a Finnish construction company focusing on construction services and real estate development in Russia, on fundraising of EUR 20 million of equity and more than EUR 30 million of debt. The equity investors are Quadriga Capital Russia, EBRD, DEG and private investors. March 2007 Baltic Commerce, Financial Advisory NorthStar СF advised Baltic Commerce, a St. Petersburg based development company focusing on construction services and real estate development in Russia. In the fundraising, Baltic Commerce raised funds for the development of an 85,000 m2 shopping center in St. Petersburg. 2007 Atria Plc, M&A NorthStar СF acted as financial advisor to Atria plc, Finlands leading meat processing company, in its acquisition of 100% of the shares of Pit Product Group, one of Russia’s largest meat producers in St. Petersburg in June 2005 ABB, Financial Advisory NorthStar СF advised ABB, a global leader in power and automation technologies, on the sale of 1.4 million shares in ChEAZ, one of the largest electrical engineering companies in Russia. May 2005 Fazer, M&A NorthStar СF advised Fazer Group on its acquisition of OAO “Experimentalnyi Konditersko-Bulochny Kombinat ”Zvezdny”, a Russian bakery operating in the Moscow area. Fazer Group operates in three business areas; Amica (catering), Fazer Bakeries (bakery products) and Candyking (confectionery), in a total of nine countries. April 2005 Mint Capital, Placing Agent NorthStar СF acted as the exclusive placement agent for MINT Capital, a $66 million Russia-dedicated private equity fund focusing on investments in media, internet and new technology. April 2005 Orkla Foods, M&A NorthStar СF advised Orkla, one of the largest listed companies in Norway, on the acquisition of a minority stake in OAO Volzhanka, a Russian confectionery company belonging to the Sladko Group. December 2004 Nokian Tyres, Structured Finance NorthStar CF acted as financial advisor to Nokian Tyres, a Helsinki listed tyre manufacturer, in arranging lease finance for the companys Russian joint venture with Amtel Tyres. February 2004
  24. 24. Page 24NORTHSTARCORPORATE FINANCE Contact Information NorthStar Corporate Finance Ambassador Office Centre Prechistenski per. 14, bld. 1 Contact persons: Moscow 119034 Russia Mark Bond Chairman, Managing Partner Internet: www.northstar-cf.ru +7-495-937-5855 mark.bond@northstar-cf.ru Petteri Pekkanen Senior Partner +7-495-937-5855 petteri.pekkanen@northstar-cf.ru

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