Private equity-backed takeovers subject to EU competition law

Altana Pharma

Private equity backer (s): Nordic Capital

Business description: Pharmaceuticals business

Deal value: €4.5bn

Notified: 08/11/06

Provisional deadline: 05/10/06

Cleared: n/a

ALTANA has sold ALTANA Pharma and its entire pharmaceuticals business to Nycomed, a manufacturer and distributor of hospital products and pharmaceuticals owned by Nordic Capital.

The total purchase price is expected to amount to approx. €4.5bn. This amount consists of a debt-free/cash-free valuation of ALTANA Pharma AG of €4.215bn and an additional amount of approx. €0.3bn after price adjustment at closing (net cash/working capital).

With the divestiture of its pharmaceutical activities, the previously announced separation of ALTANA into two separate pharmaceuticals and chemicals businesses will be completed. After the divestiture, ALTANA will focus on its specialty chemicals business ALTANA Chemie.


Private equity backer (s): Permira

Business description: Chemicals

Deal value: Undisclosed

Notified: 09/10/06

Provisional deadline:

Cleared: 08/11/06

The EU has cleared the acquisition by First Chemical Holding Vagyonkezelö, controlled by Permira Funds, of Hungarian plastics maker BorsodChem for a reported €814m. The business is owned by Austrian private equity firm Vienna Capital Partners and Firthlion, the Russian investment vehicle owned by entrepreneur Megdet Rahimkulov.Per

The proposed offer values BorsodChem’s equity at approximately €850m, based on an offer price per share of HUF3,000. International law firm Freshfields Bruckhaus Deringer advised Permira on the transaction.

Vienna-based VCP Capital Partners will hold a stake in First Chemical Holding Vagyonkezelö Kft. alongside the Permira Funds.


Private equity backer (s): Candover

Business description: Luxury marine crafts

Deal value: Undisclosed

Notified: 16/11/06

Provisional deadline: 21/12/06

Cleared: n/a

Candover acquired a majority stake in Ferretti from Permira. Majority equity funding is being provided by the Candover 2005 Fund (approximately 60%) with the Permira Funds, Norberto Ferretti, Chairman, and his management team re-investing the remaining 40%. Debt and mezzanine financing is being underwritten by Royal Bank of Scotland (RBS). The acquisition is conditional upon EU antitrust approvals and is expected to complete by the end of 2006.

Ferretti is one of the world’s leading manufacturers of high performance luxury motor yachts. The business operates through nine leading brands, Ferretti, Pershing , Riva, Apreamare, CRN, Custom Line, Mochi Craft, Itama and Bertram, all focused on the top end of each market segment. In the financial year to August 2006, Ferretti reached €770.4m of value of production and €118.4m of EBITDA selling 461 yachts through a network of 159 dealers, across 95 countries.

GE Advanced Materials

Private equity backer (s): Apollo

Business description:

Deal value: €2.9bn

Notified: 24/10/06

Provisional deadline: n/a

Cleared: 30/10/06

The European Commission has cleared the sale of General Electric’s GE Advanced Materials division to US private equity firm Apollo Group for almost €3bn.

GE Advanced Materials is a supplier of silicone-based products, silanes, sealants, urethane additives and adhesives; and high-purity fused quartz and ceramics materials. The company employs 5,000 people in 38 locations worldwide.


Private equity backer (s): AXA Private Equity

Business description: PVC floor coverings

Deal value: €310m

Notified: 13/10/06

Provisional deadline: n/a

Cleared: 21/11/06

The European Commission has approved the acquisition by AXA Private Equity, in association with Gerflor’s management team headed by its CEO, Bertrand Chammas, of Gerflor, a French company which specialises in the manufacture and distribution of vinyl (PVC) flooring for professional as well as residential applications. The business was sold by PAI partners, Natexis Industrie, CDC Entreprises and Intermediate Capital Group (ICG) for approximately €310m. Natexis Industrie and ICG will co-invest and renew their confidence in Gerflor.

Gerflor employs more than 1900 people around the world and operates seven production facilities located in France (Tarare, St Paul Trois Châteaux and Grillon), in Ireland (Carrickmacross), in Germany (Troisdorf), in China (Changshu – starting end of 2006) and in Thailand. In 2005, the company achieved a turnover of €336m and is expecting more than €350m of revenues in 2006.

Gerflor sells most of its products to professionals through its divisions in contract (healthcare, education, housing, industry, etc.), Ttansport (bus/cars, aircrafts, trains) and sport (tennis, handball, badminton, volley-ball, multi-sport centres, etc.) and also to private individuals for residential uses. It enjoys leadership positions in most of its markets.


Private equity backer (s): Cinven

Business description: Restaurant chain holding company

Deal value: €832m

Notified: 27/10/06

Provisional deadline: 05/12/06

Cleared: n/a

Paternoster Acquisitions, an acquisition vehicle led by Cinven, is to acquire Gondola Holdings, the holding company for the Pizza Express, Ask and Zizzi restaurant chains in the UK, for €832m. Paternoster offered €6.2 per share, giving the business an enterprise value of approximately €1.337bn including Gondola’s net debt.

Hilding Anders

Private equity backer (s): Candover Partners

Business description: Bed makers

Deal value: €19m

Notified: 10/11/06

Provisional deadline: 15/12/06

Cleared: n/a

Candover Partners Limited will acquire sole control in Hilding Anders Holdings AB from HA HOLDINGS Luxembourg, controlled by Candover.

The target, Hilding Anders, develops, manufactures, markets and sells beds, mattresses and related products such as pillows, quilts, bedside tables, legs, runners and headboards. These products are sold both under private labels and Hilding Anders own brands, primarily in Europe.


Private equity backer (s): KKR

Business description: Forklift truck maker

Deal value: €4bn

Notified: 17/11/06

Provisional deadline: 22/12/06

Cleared: n/a

KION, the manufacturer and seller of forklift trucks, warehouse equipment and related components as well as the provision of related services, has been acquired by Kohlberg Kravis Roberts & Co. and Goldman Sachs Capital Partners for €4bn.

The enterprise value of €4bn consists of €3.6bn net equity value and €400m of net financial liabilities assumed.

SIG Holding

Private equity backer (s): CVC and Ferd

Business description: Provider of aseptic carton packaging

Deal value:

Notified: 10/11/06

Provisional deadline: 15/12/06

Cleared: n/a

A holding company controlled by CVC called Lindesnes. along with Ferd will acquire joint control of SIG Holding and the carton packaging business of Elopak.. SIG Holding is a Swiss corporation listed on the Zurich stock exchange and a provider of aseptic carton packaging and plastic bottling solutions. Lindesnes is managed by CVC, an independent European private equity firm. CVC Funds hold diverse investments in various industries, including printing inks and pigments, chemicals, automotives, utilities, manufacturing, retailing and distribution.

Ferd is a privately-owned Norwegian industrial and financial corporation. Its key

activity is the carton packaging business within its wholly-owned subsidiary Elopak.

Société d’Investissement Familiale

Private equity backer (s): KKR

Business description: Holding company

Deal value: Undisclosed

Notified: 03/11/06

Provisional deadline: 08/12/06

Cleared: n/a

On 18 October, 2006, International Flooring 2, a controlled subsidiary of KKR, signed an

agreement regarding its acquisition from the Deconinck Family of 50% of Société d’Investissement Familiale (SIF), the majority shareholder of Tarkett. The remaining 50% of SIF will continue to be held by the Deconinck Family.

The Deconinck Family’s main activity is its shareholding in SIF. SIF is a French holding company that is the majority shareholder of Tarkett. Tarkett, based in

Nanterre, France, is active in the production and distribution of flooring products.


Private equity backer (s): BC Partners

Business description: Meter reading and billing

Deal value: €1.3bn

Notified: 22/11/06

Provisional deadline: 05/01/07

Cleared: n/a

The notified transaction involves the acquisition of control by BC European Capital

VIII, acting through the general partner and manager, CIE Management II Limited of Techem by means of a public takeover bid addressed to Techem’s shareholders. The parties have requested treatment of the concentration under the Commission notice on a simplified procedure for treatment of certain concentrations

Telediffusion de France

Private equity backer (s): TPG

Business description: Builds and operates infrastructures for terrestrial TV

Deal value: Undisclosed

Notified: 03/11/06

Provisional deadline: 08/12/06

Cleared: n/a

An agreement has been signed between the existing shareholders and two new investors, TPG and AXA Private Equity, relating to changes in TDF’s shareholding structure with a view to stepping up the rollout of the company’s operational strategy in France and abroad. This deal will give TDF the funds required to implement its plans and assist its clients in their transition to a ‘Pure Digital’ world, while maintaining a strong balance sheet. It will comprise funds for the company’s organic growth amounting to €1bn over five years and a potential maximum amount of €1bn to finance mergers or acquisitions.

This agreement bears witness to the confidence shown by the shareholders in TDF’s development strategy. This change in shareholders continues the relationship with Caisse des Dépôts and Charterhouse Capital Partners, who are reinvesting in the company by acquiring a combined 38% stake while maintaining a balance between the shareholders who share the same long-term vision.

The new shareholding structure after the transaction will be as follows: La Caisse des Dépôts et Consignations (24%), Charterhouse Capital Partners (14%), TPG (42%),

AXA Private Equity (18%), management and employees (2%).

Thames Water

Private equity backer (s): Macquarie

Business description: Provider of water and sewerage services

Deal value: €12m

Notified: 23/10/06

Provisional deadline: n/a

Cleared: 28/11/06

The European Commission has cleared the acquisition by Australian banking and investment group Macquarie of Thames Water, a provider of water and sewerage services in a designated area in and around London. The company was sold by RWE for €12m.

Thames Water is the largest water and wastewater services company in the United Kingdom, providing drinking water to eight million people and sewage services to 13 million customers. The company’s supply area covers 5,000 square miles across London and the Thames Valley, from Kent in the east to Gloucestershire in the west, and includes 20,000 miles of water mains and 40,000 miles of sewers.

The Consortium comprises Macquarie’s European Infrastructure Funds, Macquarie Bank Limited, and other investors who are committed to long-term investment in Thames Water.

After adjusting for cash and non-regulated businesses, the acquisition implies a value for the regulated water business equal to 1.20 times the regulatory capital value, comparing favourably with recent transactions in the sector.

TNT Logistics

Private equity backer (s): Apollo

Business description: Transport services

Deal value: €1.48bn

Notified: 19/09/06

Provisional deadline: 24/10/06

Cleared: n/a

The European Commission has approved the acquisition of the logistics division of TNT, the Dutch provider of logistics, mail and express, services, by Apollo Management of the US. The intended sale is part of TNT’s fstrategy in which the company announced it would focus on its core competency of managing delivery networks. The total transaction value is €1.48bn on a cash and debt free basis, of which €15m will be received in the form of a 5% equity stake in the new company.

United Biscuits

Private equity backer (s): Blackstone, PAI

Business description: Biscuit maker

Deal value: €2.4bn

Notified: 07/11/06

Provisional deadline: 12/12/06

Cleared: n/a

On 24 October 2006, funds and affiliates of The Blackstone Group and PAI

Partners agreed to acquire joint control over United Biscuits (Equity) Limited. United Biscuits is the parent company of the United Biscuits Group. The Company is a leading European manufacturer of biscuits and snacks. It is the number one player in the UK biscuit market with well-known household brands such as McVitie’s, go ahead! and Jacob’s. UB is also the number two business in the biscuit markets in France and Belgium, joint number one in the Netherlands, the number two in the UK bagged snacks market and UK cake market and the number one in the UK nuts market.

Source: EVCJ