M&A SUMMIT Working with Lawyers. from a Clients View. RA/StB Martin Mildner General Counsel / Head of M&A Otto Group, Hamburg
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1 Working with Lawyers - in M&A-Transactions - from a Clients View RA/StB Martin Mildner General Counsel / Head of M&A Otto Group, Hamburg 1
2 Otto Group The Supply Chain Coming from a pure catalogue distance selling company to a globally active multi-channel retailer* and retail related service provider Employees 123 active Companies in more than 20 Countries Turnover 2010/201: 11,5 billion EBIT 2010/2011: 375 million * the Otto Group is the biggest ecommerce retailer in apparel not only in Germany, but worldwide 2
3 Otto Group The Supply Chain Textil-Wirtschaft in
4 Otto Group The Segments Multichannel-Retail Catalogue ecommerce Brick & Mortar 4
5 Otto Group The Segments Services Travel Services (Leisure) Warehouse Solutions Last-Mile Delivery Fulfilment Solutions Sourcing 5
6 Otto Group The Segments Financial Services Consumer Finance Payments Systems Insurance Debt Collection Claims Management 6
7 M&A Transactions Worldwide since 2007(Closed) Europe: > 20 Transactions Russia: 4 Transactions USA: 3 Transactions Brasil: 3 Transactions China: 3 Transactions 7
8 M&A Transactions Worldwide since 2007(Closed) Netherlands United Kingdom Denmark Belgium France Germany h Poland Austria Spain Switzerland
9 M&A selected successful Transactions Strategic Partnership Strategic Partnership with Credit Mutuel in Cofidis in 2008/2009 (France) Biggest independent consumer finance bank in France Volume of Refinancing of more than EUR 7 billion Take-Over of 51% by Credit Mutuel as a strong banking partner in difficult financial times 9
10 M&A selected successful Transactions Important Strategic Divestments Sale of Actebis in 2008 IT-Wholesale Turnover of more than EUR 4,5 bn 5 different buyers in 9 different countries (Italy, Spain, France, Poland, Denmark, Czech, Germany, UK, Switzerland) Sale of Fegro-Selgros in 2009 Food/Non-Food Wholesale in Germany Turnover of more than 3,5 bn Sale of Otto Freizeit und Touristik in 2011 Travel / Leisure in Germany Turnover of more than 1bn (gross bookings) 10
11 M&A selected successful Transactions Important Strategic Investments Market Entry Russia in 2007 / 2009 / 2010 Direct Catalogue Group in 2007 NaDom / Promopost in 2008 Quelle RU in 2010 Acquisition of Quelle in 2010 Brands, Customer Files worldwide Quelle in Russia Market Entry in China in 2010/2011 Joint-Venture with MOFCOM re Debt Collection Acquisition of Minority Investments Creation of own business infrastructure for Services 11
12 M&A selected successful Transactions Important Strategic Investments Market Entry in Brazil in 2011 / 2011 Acquisition of a Debt Collection Company Joint-Venture with Local ecommerce-player re Market-Place Foundation of eventures Capital Partners 1 st Funds for Europe and US in nd Funds for Europe and US in st Funds for South America in st Funds for China in 2010 Foundation of Project A Ventures 1 st Funds in 2011/
13 M&A selected successful Transactions Important Strategic Investments Internationalization of EOS-Group USA in 2008 and 2010 Canada in 2011 France in 2011 Belgium in 2008 Spain in 2009 Brazil in
14 M&A selected failed Transactions Big failed Transactions where we lost a lot of money for advisors, but learnt a lot GFKL, Leasing/Debt Collection in Germany, Value EUR 500m Jack Wolfskin in Germany Value EUR 750m Company in China, Value USD 1,2bn Sell-Process of Otto UK in 2008 Sell-Process of OFT in
15 M&A the Process Our approach for an international transaction Financial/Tax Advisor Legal Advisor Investmentbank? Commercial Advisor? 15
16 M&A the Process Our approach for an international transaction Financial/Tax Advisor Legal Advisor Investmentbank? Commercial Advisor? High-Level-Thoughts about working with lawyers in international transactions Is there a need for the involvement of local and foreign lawyers? How can I get the best qualified lawyer? Language issues? How to fix the scope of work? // Covering the risk of high and unexpected fees? 16
17 M&A the Process High-Level-Thoughts about working with lawyers in international transactions Local and foreign lawyers involvement? Covering the risk of high and unexpected fees? How can I get the best qualified lawyer? Language issues? Scope of work? 17
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