MBA Capital November 2015 / 1

N°30 / November 2015

C O N F I D E N T I A L N E W S L E T T E R

欲知前方路`

须问过来人

SMALL AND MIDCAP M&A www.mbacapital.com

TO FIND THE RIGHT PATH, ASK HE WHO HAS WALKED IT

MBA Capital November 2015 / 3

Summary N°30 / November 2015

Editorial Isabelle Arnaud-Despreaux

About MBA CAPITAL

Some Crossborder Milestones6 - CALCUTTA (Belgium) / MURASPEC BUFLON (UK)7 - JONCOUX (France) / APROS DEAL (Italy) 7 - SAF (France) / LTT (Portugal)

More International Transactions Advised by MBA CAPITAL

3

4

6

8

Find all our contact details on www.mbacapital.com

I grant you this much: France still has room to improve its e-reputation. In the skies for example. Airbus is shoulder to shoulder with Boeing on airplanes, Dassault is selling the

Rafale, Arianespace is a global leader in satel-lite launches. But a bunch of uncontrolled and exasperated employees rip off the shirt of an Air France executive, and this single picture oblite-rates records and successes.

The heart of the matter is that from the out-side your first impression only comes from what the media relay, which is either spectacular (the fight between Fosun and Bonomi to take over Club Med) or based on statistical averages (the so-called comparative tax pressure across coun-tries). And if you don’t overcome this first im-pression, then you miss a lot.

Because in spite of all its apparent defects, France has:- SMEs boasting 30% EBITDA;- an ever-increasing number of startups, not just internet-based ones but also technological, industrial, and the lot;- a number of worldwide leaders in niche or in global markets.

This is the result of entrepreneurial drive, vi-sion, ability to adapt and continuously improve

productivity (French workforce is more produc-tive than German workforce, and 23% more than the EU average), excellent engineering and business academics.

It is also, which is much less known, the result of highly supportive public initiatives, at State, Région and Département levels: R&D tax credits, leveraging of EU funding towards innovation, environment, industry, equity co-fi-nancing, etc.

At the same time, in each and every sec-tor there are companies or business units in special / complex situations. These, when ap-propriately diagnosed and executed, can prove to be excellent opportunities to gain immediate access to France and Europe markets at a very competitive price.

As an insider in your own country you do know what your land has to offer and how not to fall in the usual traps.

We at MBA CAPITAL can assist you in gai-ning this insider point of view for France, with a unique network with local offices in each major area of the country.

MBA CAPITAL can help you achieve the double dip in France, the land of opportunity!

Editorial

Isabelle Arnaud-DespreauxMBA CAPITAL Partner - BordeauxMember of M&A WOLRDWIDE Board

PARIS IX 33 (0)1 42 65 72 75Vincent JUGUET - vincent.juguet@mbacapital.com Bernard LECHAT - bernard.lechat@mbacapital.com Arnaud LEFEBVRE - arnaud.lefebvre@mbacapital.com

PARIS XVI 33 (0)1 45 77 34 64Michel LE BLAY - michel.leblay@mbacapital.com

LILLE 33 (0)3 20 15 97 97 Florent CHARLET - florent.charlet@mbacapital.com Nicolas BONNEL - nicolas.bonnel@mbacapital.com Guillaume VIGNON - guillaume.vignon@mbacapital.com Patrick DE NEVE - patrick.deneve@mbacapital.com

BORDEAUX 33 (0)5 56 79 24 24 Isabelle ARNAUD-DESPREAUX isabelle.arnaud-despreaux@mbacapital.comPhilippe DESPREAUX - philippe.despreaux@mbacapital.comAlexis FENETRE - alexis.fenetre@mbacapital.com

LYON 33 (0)4 81 92 63 08 Geneviève MONTANT - genevieve.montant@mbacapital.com Jean-Louis ALLIX - jean-louis.allix@mbacapital.com

MARSEILLE 33 (0)4 91 78 75 02 Pierre ROUX - pierre.roux@mbacapital.com Philippe AMIDIEU - philippe.amidieu@mbacapital.com

STRASBOURG 33 (0)3 88 13 60 09 Bertrand KNIPPER - bertrand.knipper@mbacapital.com Pierre SCHOTT - pierre.schott@mbacapital.com

CAEN 33 (0)2 31 86 03 30 Philippe BROTONS - philippe.brotons@mbacapital.com

MULHOUSE 33 (0)3 89 42 68 50 Dominique GOZLAN - dominique.gozlan@mbacapital.com

RENNES 33 (0)2 99 85 94 94 Patrick SACHER - patrick.sacher@mbacapital.com

Take a double dip in the land of opportunities!

Our Team

4 / MBA Capital November 2015 / 5

> About MBA CAPITAL About MBA CAPITAL <

Small Cap Advisors League Table (Oct. 15)

1 MBA CAPITAL 2 EURALLIA FINANCE

3 ACQ’CESS CONSEILS

4 HEKLA CORPORATE FINANCE

5 LINKERS - FUSIONS & ACQUISITIONS

6 FINANCIÈRE DE COURCELLES

7 SOCIETEX CORPORATE FINANCE

8 CLAIRFIELD INTERNATIONAL

9 CAPIVAL

10 JTB - DESCARTES RAPPROCHEMENT & TRANSMISSION

500M

ORE THAN

IN 18 Y EARSDEALS DONE

7%

Industry

Services, Entertainment

Distribution (Wholesale, Retail)

Construction and Engineering

Real Estate

Fundraising 13%

Sell Side 53%

Acquisitions33%

2014

7%4%

37%

44%

Transactions Performed in 2014

Source: www.fusacq.com

6 / MBA Capital November 2015 / 7

> Some Crossborder Milestones Some Crossborder Milestones <

MBA CAPITAL advised LTT GROUP (Portugal) for the acquisition of SOCIETE ARTESIENNE DE FUMISTERIE (France)

LTT Group, owned by two families both from the industry sector, has become one the world leader in the construction and mainte-nance of industrial furnace. Covering more than 20 countries around the world, the LTT Group displayed a € 120 M turnover in 2013.

As an historical customer of SAF, LTT Group has developed a trust-based relationship with SAF, which lead to the acquisition by the LTT Group of a large majority of SAF capital. The remai-ning share of capital is on the hand of the management.

Established in France, SAF is also specialized in the construction and maintenance of industrial furnace, and has

become the French leader on its market. In 2013, SAF displayed a € 33 M of sales.

MBA Capital advised LTT Group shareholders during all the acquisition process, especially in the financial structuration of the deal and the search for financing. n

Vincent JUGUET - Paris

CALCUTTA (Belgium) merged with MURASPEC BUFLON (UK)

JONCOUX GROUP (France) continues its growth acquiring APROS (Italy)

MBA CAPITAL LILLE was the sell-side advisor of a Flemish company, bought by an English group. The dynamism of MBA CAPITAL network, founding member of the

M&A WORLDWIDE network, is a great strength for French ma-nagers looking to extend their business cross board.

Founded in 1848 in Gent (Belgium), CALCUTTA, built on the Flemish weaving tradition, became a world leader of the luxury textile wallcovering.

At the beginning, a Gent’s shopkeeper decided to group numbers of textile workers in building of Gent’s suburb. The main materials transformed in this factory were the regional flax and the jute, other natural material coming from India, where its name co-mes from. The production is mainly dedicated to wrapping, bags and materials for boats. The 21.000 sqm factory employed 625 people.

In the 60s’, CALCUTTA became the world leader of the sisal carpet with an annual production of 2 million sqm. The expertise

of the company allows CALCUTTA to adapt easily to any change. Thus, CALCUTTA became the first company in Europe using a machine creating synthetics looking like natural materials. CALCUTTA became in the 80s’ the word leader of the laminated wallcovering textile.

Building on its reputation and in order to cover the demand, CALCUTTA, began the production of covered textiles for blinds.

Today, CALCUTTA sells its wallcovering luxury textile solu-tions all around the world under the brand ASANDERUS© and its textiles for blinds under the brand RAY-SCREEN©.

To insure the sustainability of this 150 years company, family shareholders of CALCUTTA looked for a global company with a high reputation in their market. This was the driver for the acquisition of CALCUTTA by MURASPEC BUFLON advised by MBA CAPITAL LILLE. n

Guillaume VIGNON - Lille

Joncoux Group, already strong in 4 domestic markets (France, Benelux, Germany and Poland), acquired a majority stake in APROS to consolidate its position as one of the ma-

jor European manufacturers of metal chimneys.After the acquisition, Joncoux Group will have € 85 M consolidated revenues and 500 employees, with manufacturing sites in each zone to offer outstanding service and product range to its customers.APROS was founded in 1997 by Federica and Luigi Nalon and in a few years became one of the leading manufacturers of metal chimney in Italy. « APROS is a very interesting company with a lot of potential and a real capacity for innovation, which will be further developed with the help of the Group » explains Jacques-Olivier Joncoux, CEO and Chairman.Federica and Luigi Nalon remain as shareholders and Directors of APROS and will join the Group Executive Committee.Two years after the take-over and successful integration of the Polish company MK, the acquisition of APROS shows that the Group has the capacity to grow rapidly and the competence to control its growth. The Joncoux Group will not change the strate-gy that has given very good results: develop employees and mana-gers’ skills, provide the industrial, marketing and sales resources at the right operational level, leave a large autonomy to its mana-gers and continue to focus on innovation.

CM-CIC Capital Finance, shareholder of the Group since 2001, assisted the management of the Group during the process that did not require financing with new equity.M&A WorldWide, with a team consisting of Michel LE BLAY (MBA Capital) in France and Fabrizio RICCI (AVVALOR) in Italy, assisted the buyer during the acquisition. n

Michel LE BLAY - Paris

More International Transactions Advised by MBA Capital <

advised the seller

advised the seller advised the seller

advised the seller

advised the buyer advised the buyer

advised the financing

advised the buyer

has been merged with

merged with

VBI

sold its subsidiary

To

raised equity for its second turn, to

Clinical studies, in vitro and pro-duction of technical and regulatory issues (€ 7 million revenues in France, with subsidiaries in Spain, Italy, Romania and Brazil)

French leader in EDI Transport and LogisticsLuxury textile wallcovering (Belgium)

Holding of VIEVILLE family (France)

Software for music streaming (France)

Manufacture of plywoood for construction - € 120 M sales - Public (Japan)

World leader in food, environment and pharmaceutical products testing (€ 1,4 billion revenues)

Dematerialisation and management of business documents and information - Public (France)

Private Equity Funds (France)

French leader of pine plywood and the shares of ROLKEM (Phenolic resin)

Swiss-German Private Equity Fund

Particle board manufacturer (France)

acquired the assets of

(Portugal)

merged with

World leader of Wallcoverings and Decorative Wall Panels (UK)

acquiredChimney flues (France)

Chimlney flues (Poland and Germany)

acquired the shares of

Wholesaler in beverages (France)

World’s largest brewer (Belgium)

VIEVILLE-SOGEDIB

hold by