Private equity-backed takeovers subject to EU competition law

Applus

Private equity backer: Carlyle

Business description: Provider of inspection, certification, testing and technological services

Deal value: €1.48bn

Notified: 25/09/07

Provisional deadline: 30/10/07

Cleared: n/a

USprivate equity firm the Carlyle Group is to acquire Applus from its shareholders Agbar, Unión Fenosa and Caja Madrid for an enterprise value of €1.48bn. With headquarters in Barcelona, the company is the leader in inspection, certification, testing and technological services in Spain.

Carlyle reached a partnership agreement with Caixa Catalunya, under which the latter will take a 25% equity stake in Applus. Caixa Catalunya will lead a group of well-known local institutional investors that have expressed their interest in the transaction and with whom it is currently in advanced negotiations. Among them are Caixa Manresa, Caixa Terrassa, Caixa Sabadell, Caixa Tarragona, RACC, and Caixa Girona.

BvDEP

Private equity backer: BC Funds

Business description: Publishing

Deal value: Undisclosed

Notified: 28/08/07

Provisional deadline: n/a

Cleared: 03/10/07

The European Commission approved the acquisition of Bureau van Dijk Electronic Publishing BV (BvDEP), the Dutch business information publisher, by BC Funds, the private equity vehicle managed by CIE Management Ltd and based in the Channel Islands.

Conbipel

Private equity backer: Oaktree Capital Management

Business description: Leather goods manufacturer

Deal value: Undisclosed

Notified: 25/09/07

Provisional deadline: 30/10/07

Cleared: n/a

US private equity firm Oaktree Capital Management is to acquire Conbipel, an Italian maker of leather goods.

Domestic and General Group

Private equity backer: Advent International

Business description:

Deal value: £524m

Notified: 27/09/07

Provisional deadline: 05/11/07

Cleared: n/a

Advent International is to buy Domestic and General Group (D&G), a UK business specialising in insurance for domestic appliances, for £524m. The firm offered £14.25 per share.

DSI Holding

Private equity backer: CVC

Business description: Maker of components for construction and mining industries

Deal value: Undisclosed

Notified: 21/08/07

Provisional deadline: n/a

Cleared: 25/09/07

The European Commission has cleared under the EU Merger Regulation the proposed acquisition of DSI Holding GmbH of Germany by CVC Capital Partners Group Sàrl of Luxemburg. After examining the operation, the Commission concluded that the transaction would not significantly impede effective competition in the European Economic Area (EEA) or any substantial part of it.

DSI is a group active in the development, manufacture and supply of a variety of components and integrated systems based on tensioning technology for the construction and mining industries.

The Commission’s examination of the proposed transaction showed that there is no overlap between the companies’ activities in the markets for the supply of post tensioning products, geotechnical tensioning products, concrete accessories, roof support systems for mining applications and for tunnelling applications. The Commission concluded that the proposed transaction would thus not have any anticompetitive impact.

However, one of CVC’s portfolio companies is Volker Wessels Stevin of The Netherlands, a construction company using DSI’s products. The Commission specifically considered the impact of the proposed transaction on the market for the purchase of tensioning products by construction companies. The Commission concluded that there would be no risk that these companies would experience supply problems, in view of the presence of viable competitors and the moderate market share of Volker Wessels Stevin.

HT Troplast

Private equity backer: Arcapita Bank

Business description: developer, manufacturer and marketer of PVC window and door profiles

Deal value: Undisclosed

Notified: 31/08/07

Provisional deadline: n/a

Cleared: 04/10/07

US private equity firms Carlyle Group and Advent International have sold their combined stake in German window and door profile maker HT Troplast. The Troisdorf-based company, which develops, manufactures and markets PVC window and door profiles, has been bought by Arcapita, a Bahrain-headquartered investment firm, for €775m. The deal is Arcapita’s largest investment to date, and its third in the building materials industry. HT Troplast, also known as Profine Group, employees 3,750 people in 26 locations in 21 countries, and recorded a turnover in 2006 of €848m. The group generates more than 50% of its revenue in Central and Eastern Europe.

SWETS

Private equity backer: Gilde Buyout Partners

Business description: Subscription services

Deal value: Undisclosed

Notified: 06/09/07

Provisional deadline: n/a

Cleared: 08/10/07

Royal Swets & Zeitlinger (Swets), a Dutch subscription services company is to sell 100% of the shares in the company for an undisclosed amount to the Dutch-based investment firm Gilde Buy Out Partners with participation from Swets’ executive management.

Univar

Private equity backer: CVC Capital Partners

Business description: Distributor of commodity and specialty chemicals

Deal value: €1.5bn

Notified: 10/08/07

Provisional deadline: n/a

Cleared: 18/09/07

The European Commission has cleared under the EU Merger Regulation the proposed acquisition of Univar of the Netherlands by CVC Capital Partners Group of Luxembourg. After examining the operation, the Commission concluded that the transaction would not significantly impede effective competition in the European Economic Area (EEA) or any substantial part of it.

Univar is active in the distribution of commodity and specialty chemicals. The proposed transaction would give rise to vertical relationships as CVC is about to acquire Taminco, a company active in the production of chemicals.

The Commission concluded that the vertical relationships between Univar as a distributor and Taminco as a producer of chemical products would not give rise to competition concerns, as the relationships are very limited and Taminco’s presence in the distribution market is very low, its business model being based on direct sales to end customers. Additionally, several strong and effective competitors are present in all the markets concerned.

Zodiac Marine

Private equity backer (s): Carlyle

Business description: Pool care products

Deal value: Undisclosed

Notified: 10/08/07

Provisional deadline: n/a

Cleared: 17/09/07

Zodiac, the French aerospace components manufacturer, is to merge its pool care products business, Zodiac Marine, with Carlyle’s Jandy Pool Products. Carlyle will own 69% and Zodiac 27%, with the remaining 4% held by the management team, led by Jean-Marc Dalliance.