Private equity-backed takeovers subject to EU competition law

APCOA

Private equity backer (s): Eurazeo

Business description: Car park operator

Deal value: €885m

Notified: 13/03/07

Provisional deadline: 20/04/07

Cleared: n/a

Eurazeo has reached an agreement with Investcorp, the global alternative asset manager, to acquire APCOA, the leading pan-European manager of parking services, for an enterprise value of €885m. APCOA has operations in 13 countries, primarily Germany, Great Britain and Scandinavia. The group manages more than 3,300 car parks providing some 725,000 car parking spaces, and employs 2,900 staff. It manages town centre car parks as well as shopping centre, airport and hospital parking. In 2006 APCOA had sales of €489 million, up seven per cent on 2005.

AZ Electronic Materials

Private equity backer (s): Carlyle and Vestar Capital Partners

Business description: Supplier of electronic materials

Deal value: Undisclosed

Notified: 22/02/07

Provisional deadline: 29/03/07

Cleared: n/a

Vestar Capital Partners and The Carlyle Group have partnered in an investment in AZ Electronic Materials. The company, previously acquired by Carlyle from Clariant in 2004, will now be jointly owned by Vestar and Carlyle as equal partners, alongside AZ’s management team led by CEO Thomas von Krannichfeldt. Financial details were not disclosed.

Headquartered in Luxembourg with operations throughout Europe, Asia and the United States, AZ is the leading global supplier of electronic materials to the fast-growing flat panel display (FPD) and integrated circuit (IC) industries. In FPD, AZ has strong market positions in the major centres of FPD manufacturing (Taiwan and South Korea). In IC, AZ also has strong positions in a number of highly attractive growth segments. It has research and development and manufacturing sites in Japan, Korea, Taiwan, Germany, France and the United States, and a global sales team. AZ has approximately 820 employees worldwide and 2006 revenues were €412m and has consistently grown in excess of 15% per annum over the past 3 years

Azelis

Private equity backer (s): 3i

Business description: Speciality chemicals

Deal value: €72m

Notified: 22/01/07

Provisional deadline: n.a

Cleared: 19/02/07

3i has finalised an agreement which will see it taking a €72m stake in Azelis, a pan-European company distributing speciality chemicals. Through this transaction, based on an Azelis enterprise value of €315m, 3i will acquire an over 60% stake in Azelis, which will allow the previous investor, Cognetas (formerly Electra), to realise their entire investment.

Azelis was founded in 1996 by its current CEO, Udo Wenzel, and by the end of 2005 comprised 25 companies operating in Benelux, the UK, Germany, Spain, Poland, the Czech Republic, Slovakia, Hungary, Romania, the Ukraine, Sweden, Norway, Denmark, Finland, and the Baltic Stages, in addition to Italy and France. Revenues have grown from €348m in 2001 to €840m in 2005.

CBR

Private equity backer (s): EQT

Business description: Fashion group

Deal value: €1.5bn

Notified: 06/03/07

Provisional deadline: 13/04/07

Cleared: n/a

EQT V has signed an agreement with funds advised by Apax and Cinven to acquire 100% of the German fashion group CBR Holding GmbH (CBR). CBR is one of the fastest growing women’s clothing companies in Europe with a network of 850 store partners, which operate free standing stores, more than 1,500 shops-in-shops (for example in large department stores), and 5,600 multi label partners, which sell CBR products together with other brands. CBR’s three brands, Street One, Cecil and One Touch, generated sales of over €600m in 2006 (+9.5% compared to 2005) and the company has more than 500 employees. CBR services its customers with 12 collections per year and delivers superior speed from product design to points of sale, giving a high level of design security.

Mölnlycke Health Care

Private equity backer (s): Investor AB, Morgan Stanley

Business description: Medical products

Deal value: €2.85bn

Notified: 20/02/07

Provisional deadline: 27/03/07

Cleared: n/a

Apax Partners has sold Mölnlycke Health Care Group (MHCG) to Investor AB and Morgan Stanley Principal Investments (MSPI) for €2.85bn.

Mölnlycke is a global medical products company which manufactures and markets single-use wound care and surgical products for the professional health care sector. MHCG holds a top three market position in the European advanced wound care market and is the #1 European single-use surgical products provider. MHCG has established production facilities in Asia and Europe, and sells into Europe and North America.

Non Ferrous International Group

Private equity backer (s): Alpha Private Equity Funds

Business description: Trade of electric, electronic, ferrous and nonferrous scrap;

Deal value: Undisclosed

Notified: 19/01/07

Provisional deadline: n/a

Cleared: 22/02/07

Non Ferrous International Group (NFI) operates in the area of trade of electric, electronic, ferrous and nonferrous scrap, and the production and sale of non-ferrous metals. It is headquartered in Belgium. NFI, holding company of Belgian-based Métallo-Chimique, is one of the major European nonferrous metal refiners based on secondary metals stemming from scrap recycling. The group has operations in Belgium and in Spain.

Oxo Group

Private equity backer (s): Advent International

Business description: Manufacturer of oxo coating intermediates and performance chemicals

Deal value: €480m

Notified: 16/01/07

Provisional deadline: n/a

Cleared: 20/02/07

Advent International has agreed to acquire Celanese Corporation’s “oxo” products and derivatives businesses, referred to as “the Oxo Group”, one of the world’s leading manufacturers of oxo coating intermediates and performance chemicals. Valued at €480m, the acquisition comprises the oxo chemicals and derivatives activities of Celanese and the European Oxo GmbH joint venture between Celanese and Degussa AG. The transaction is subject to regulatory approval and other customary conditions.

Oxo has established strong positions to service many key product segments in Europe and North America by offering a well-balanced portfolio of products covering the entire oxo value chain. The group has production facilities in Oberhausen and Marl, Germany, and Bay City and Bishop, Texas.

ProSiebenSat.1

Private equity backer (s): KKR and Permira

Business description: German TV broadcasting group

Deal value: Undisclosed

Notified: 18/01/07

Provisional deadline: n/a

Cleared: 22/02/07

The European Commission has cleared under the EU Merger Regulation the proposed acquisition of ProSiebenSat.1, the second largest German TV broadcasting group. by equity funds Permira of the Channel Islands and Kohlberg Kravis Roberts (KKR) of the US The Commission concluded that the transaction would not significantly impede effective competition in the European Union Area (EEA) or in any substantial part of it.

Both Permira and KKR are equity investment funds. With respect to the media sector, they jointly control the Dutch SBS TV group, mainly active in the Nordic countries and in the Netherlands and Belgium. Permira also controls All3Media, a UK TV production and distributor of TV rights. ProSiebenSat.1 operates five TV channels in Germany of which four are financed by advertising. With the proposed concentration, KKR and Permira would extend their footprint in national TV broadcasters into the German free TV market.

The Commission’s examination of the proposed transaction showed that there are no horizontal overlaps between the activities of ProSiebenSat.1 and SBS. As regards the vertical relationship between All3Media and ProSiebenSat.1 for the supply of TV content, the Commission’s investigation revealed that there were no competition concerns due to the negligible volume of sales involved in Germany.

The Commission also analysed the potential effects of the proposed transaction arising from the fact that ProSiebenSat.1 and SBS are among the larger TV broadcasters in their regions. The Commission concluded that there was no risk that the proposed transaction would allow the new entity to drive competitors out of the market or to discriminate against them.

Rodenstock

Private equity backer (s): Bridgepoint

Business description: Manufacturer of ophthalmic lenses

Deal value: Undisclosed

Notified: 30/01/07

Provisional deadline: n/a

Cleared: 06/03/07

German manufacturer of ophthalmic lenses for spectacles Rodenstock has been acquired by Bridgepoint from Permira for an undisclosed sum. The transaction is subject to approval of the competition authorities. Rodenstock, founded in 1877, is Europe’s No 3 and the global No 4 in the manufacture of optical lenses and frames. A strong B2B brand internationally but with a consumer base in Germany, it is mainly present in Europe where 80% of the company’s sales are for prescription lenses. The company employs around 4,300 people worldwide and is represented by sales branches and distribution partners in more than 80 countries. It has production facilities for lenses at 11 locations in 10 countries with two thirds of its output in Europe, over 50% of which is in Germany. Revenues for the business in 2005 were €345 million

Saint-Gobain Desjonqueres

Private equity backer (s): Cognetas and Sagard

Business description: Pharmaceutical glass container maker

Deal value: €690m

Notified: 22/02/07

Provisional deadline: 29/03/07

Cleared: n/a

Saint-Gobain Desjonqueres is to sell its speciality bottle division Desjonqueres to French private equity firms Sagard and Cognetas for an enterprise value of €690m. Saint-Gobain is to retain a 20% stake in the business, which makes bottles for the perfume and pharmaceutical industries.

Sante Partenaires

Private equity backer (s): LBO France

Business description: Private hospital owner

Deal value: Undisclosed

Notified: 01/02/07

Provisional deadline: n/a

Cleared: 08/03/07

LBO France Gestion
has been cleared to buy Sante Partenaires and its subsidiaries, which own private hospitals. Sante Partenaires is a company specialized in the acquisition and management of private hospital clinics.

Scandic

Private equity backer (s): EQT

Business description: Hotel chain

Deal value: Undisclosed

Notified: 16/03/07

Provisional deadline: 25/04/07

Cleared: n/a

EQT V has acquired Scandic Hotels from Hilton Hotels Corporation. Scandic is the largest hotel chain in the Nordic region with 132 hotels and more than 23,000 rooms in 9 countries in northern Europe. In 2006, the company reported sales in excess of SEK6bn and has approximately 5,700 employees. The Scandic brand is familiar to over 90% of the population of the Nordic region. The company has a balanced guest mix, divided into business, meeting and leisure customers and a very high proportion of return guests. Scandic is a company in which values play an important role. The Company has developed an environmental programme which is a leader in the industry and includes extensive training for all employees and broad social sustainability work. The goal is to be a good company in a good community locally in every town and city where Scandic has a hotel.

SDU

Private equity backer (s): ABN AMRO Capital and Allianz Capital Partners

Business description: Publisher

Deal value: €415m

Notified: 31/01/07

Provisional deadline: n/a

Cleared: 07/03/07

Sponsors ABN AMRO Capital and Allianz Capital Partners won the auction for the Dutch state-owned publisher having earlier negotiated the take-out of Wolter Kluwer‘s minority stake in the business prior to the buyout. The sponsors now hold 50% each in the business. The transaction has a total value of €415m.

TGI Friday’s

Private equity backer (s): ABN AMRO Capital

Business description: Restaurant chain

Deal value: £70.4m

Notified: 18/01/07

Provisional deadline: n/a

Cleared: 21/02/07

ABN AMRO Capital and US-based Carlson Restaurants Worldwide have agreed to acquire 45 TGI. Friday‘s restaurants in the UK from Whitbread. ABN AMRO Capital will take a majority stake in the business with 60% ownership, and Carlson Restaurants Worldwide will own the remaining stake with 40% ownership. The transaction values the business at £70.4m. Barclays Bank will provide senior debt facilities.

TGI. Friday’s, one of the first American casual dining chains, offers a unique dining experience that has become a favourite with millions worldwide since 1965. Carlson Restaurants Worldwide has offered franchises in the US since 1978 and internationally since 1986 when Whitbread brought TGI. Friday’s restaurants to the UK with the first opening in Birmingham. The sale comprises 45 Friday’s restaurants operating in 41 cities throughout the UK, employing approximately 3000 people. Carlson Restaurants Worldwide owns, operates and franchisees more than 980 restaurants in 58 countries, including 700 restaurants in the US.

TIM Hellas

Private equity backer (s): Weather Investments

Business description: Mobile phone carrier

Deal value: €3.4bn

Notified: 28/02/07

Provisional deadline: 04/04/07

Cleared: n/a

Apax Partners and TPG have sold TIM Hellas Telecommunications, the third largest mobile phone carrier in Greece, to Weather Investments SPA. The sale price includes €500m of equity plus €2.9bn of net debt at year end 2006. Apax and TPG initially acquired TIM Hellas from Telecom Italia in June 2005 for €1.6bn. In January 2006 the consortium completed the follow-on acquisition of Q-Telecom, the fourth largest Greek mobile operator from Info-Quest S.A. for €360m. During Apax’s and TPG’s period of ownership, the company was successfully turned round and set on a growth trajectory leading to a significant improvement in all financial and operating key metrics.

Tussauds

Private equity backer (s): Blackstone

Business description: Visitor attraction

Deal value: £1bn

Notified: 19/03/07

Provisional deadline: 26/04/07

Cleared: n/a

Merlin Entertainments Group, controlled by the Blackstone Group, has acquired and The Tussauds Group, controlled by Dubai International Capital (DIC). This brings together some of the biggest brand names in the global theme park and attractions market and positions the combined Merlin Entertainments Group as the world’s second biggest visitor attractions operator after Disney. DIC will receive £1.028bn cash and retain a 20% stake in the combined company, investing alongside majority owner Blackstone and LEGO Holding/KIRKBI Groups.

Vivarte

Private equity backer (s): Charterhouse

Business description: Clothing and footwear

Deal value: Undisclosed

Notified: 25/01/07

Provisional deadline: n/a

Cleared: 26/02/07

French mid-market firm is to acquire 68% of French clothing and footwear group Vivarte from current owners PAI, which acquired the company in 2004. Vivarte includes around 15 clothing and shoe retailers including La Halle, Kookaï, Caroll, André and Minelli with more than 2,600 sales outlets worldwide. Its turnover increased from €2bn in 2004 to €2.3bn in 2006, with operating results over the same period improving from €220m to €365m.