ik exits wehkamp - IK Investment Partners
Transcription
ik exits wehkamp - IK Investment Partners
news a t r i - a n n ua l newsletterfrom Ik investment partners i s s u e 2 4 SPRIN G 2 0 0 9 06 CELEBRATING TWENTY YEARS PIONEERS IN THE NORDIC REGION 10 LOCAL HERO GROCERY CHAIN UPGRADE 12 TOM VON WEYMARN ON CORPORATE GOVERNANCE REVITALISING A RETAILER IK EXITS WEHKAMP PC NEWS 3 IKARE UPDATE 9 INSIDE IK 14 VIEWPOINT 16 IK NEWS ISSUE 24 CONTENTS EDITORIAL Turning the page 04 EXITING WEHK AMP The transformation of Dutch catalogue retailer Wehkamp is a good example of what active ownership can do for a company. 09 SHARING BUSINESS EXPERIENCE The 3 V Vets that are active in IKARE’s Stamp Out Sleeping sickness campaign in Uganda have received micro-credit financing and business training from an Insead professional. 06 The nordic buyout pioneers In the first of a three-part series to comme morate and celebrate IK’s 20th anniversary this summer, we look back at the first five years when the company took its first steps. 10 12 ON CORPORATE GOVERNANCE Tom von Weymarn, Senior Advisor, IK, believes the downturn will bring more regulation for the industry. But he also thinks companies’ internal control systems need to be more rigorous. WE LOVE LOCAL Listening closely to the customers brought about Soumen Lähikauppa’s decision to focus on neighbourhood stores. 05 CROSS-COUNTRY DALECARLIA This year, Sweden’s longest cross country ski race, Vasaloppet, attracted ten participants from IK. news CALENDAR 10 June Senior Industrial Advisory Board Meeting, Stockholm. During June 31 March 2009 Reports distributed to investors. news A T R I - A N N UA L NE W S L E T T E R F R OM IK INVESTMENT PARTNERS ISSUE 24 SPRING 2009 06 CELEBRATING TWENTY YEARS PIONEERS IN THE NORDIC REGION 10 LOCAL HERO GROCERY CHAIN UPGRADE Early September IK News, issue No 25. 12 TOM VON WEYMARN ON CORPORATE GOVERNANCE Editor: Charlotte Laveson, charlotte.laveson@ikinvest.com Assistant Editor: Camilla Telander, camilla.telander@ikinvest.com Texts: Jessica Dictonius, Joanna Gant, Charlotte Laveson, Anne Holm Rannaleet, Camilla Telander Production: Åkesson & Curry AB www.akessoncurry.com. www.ikinvest.com REVITALISING A RETAILER IK EXITS WEHKAMP Early December IK News, issue No 26. weblinks to portfolio companies “We are, just like the Vasaloppet skiers, in it for the long term.” EDITOR CHARLOTTE LAVESON NOTEBOOK 9 June Advisory Committee Meeting, Stockholm. “During the race I thought ‘Wow, this is really long’. And afterwards I thought ‘It’s just too long’.” That’s a reflection by IK employee Remko Hilhorst after having participated in the world’s longest cross-country ski race, Vasaloppet. Ten participants from IK finished the 90-kilometer race in February. Their stamina and perseverance is a fitting metaphore for the soul of our company. Just like the Vasaloppet skiers, we have always been prepared for the unexpected, and we are, just like them, in it for the long term. And I am certain that the same persistency and enthusiasm that has helped us pull through and succeed since 1989 will also help us surpass expectations in the next 20 years. In this issue of IK News, the first of a three-part series commemorating our 20th anniversary, takes us back to 1989-1993, when a few brave entrepreneurs with extraordinary vision paved the way for a whole new industry in the Nordic region. On page 12 Tom von Weymarn, one of our senior advisors, shares his views on corporate governance in the light of the ongoing economic downturn. Hopefully, something good will come out of the EU Commission’s plans to regulate the financial sector and the subsequent concerted response by the European private equity industry (see also page 16). PC NEWS 3 IKARE UPDATE 9 INSIDE IK 14 VIEWPOINT 16 © 2008 IK Investment Partners Ldt. All rights reserved. Neither this publication nor any part of it may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior permission of IK investment Partners. IK News is published three times a year by IK investment Partners, Brettenham House, Lancaster Place, London WC2E 7EN, UK. www.attendo.se www.axtone.pl www.dynea.com www.etanco.fr www.europris.no www.flabeg.com www.idex-groupe.com www.kid.no www.kwintet.com www.magotteaux.be www.minimax.de www.moventas.com www.pasteur-cerba.com www.polytan.de www.schenckprocess.com www.sia-homefashion.com www.superfos.dk www.tradeka.fi www.welzorg.com 2 – IK NEWS 1/09 PORTFOLIO COMPANY NEWS NOTEWORTHY ADD-ON Schenck Process AQUIRES A PART OF TEDO PACKAGING STAR. The new plastic packaging SuperSeal eliminates the need for an aluminum sealant, thereby reducing CO2 emissions by 4%. Award SuperSeal saves the environment Superfos’ unique packaging product SuperSeal had an award-winning 2008, gaining three trophies through the year, including the famous WorldStar from the World Packaging Organisation. The packaging will be honoured at an award presentation ceremony in Mexico in May. “It’s always satisfactory to receive an award for our products because it’s a recognition of our constant drive to live up to our customers’ needs and demands,” says Anette Gottsche, corporate communications manager, Superfos. “The new polypropylene material and peel-off and re-close functionality eliminates the need for aluminium seals. This results in great environmental advantages, as a single material equals easier recycling and a more rational production process. An extra bonus is that production costs can be cut as production is simpler,” adds Anette Gottsche. Superfos is controlled by the IK1997 Fund. For more information visit www.superfos.dk Engineering specialist Schenck Process has acquired the bulk material handling assets of Czechbased TEDO Company. The acquisition reinforces Schenck’s position as a leading global supplier of solutions for a range of different industries, including mining, power, transport and pharmaceuticals. TEDO offers modern, tailor-made, reliable and c ost-effective solutions for the conveyance and handling of bulk solids and lump and piece material on the worldwide market. TEDO’s highly experienced engineering and design team will be integrated into Schenck Process’ Czech Republic division, in Prague. Schenck Process is controlled by the IK2007 Fund. For more information visit www.tedo.cz doubling capacity at Hungarian plant Elderly care New magazine for health professionals Attendo Care, the leading care company for elderly and disabled people in the Nordic region, has launched a magazine on health and care. The premiere issue of the magazine Omsorg (Care) was released in December. Attendo hopes the magazine will become a must-read for the whole sector. “The magazine aims to provide inspiration and help in daily life for anyone who is already procuring care services or planning to outsource such activities”, says Jonas Morian, head of information at Attendo Care. Attendo is controlled by the IK2004 Fund. For more information visit www.attendo.se Dynea, the leading provider of adhesion and surfacing solutions, has nearly doubled capacity at its Hungarian plant in Kazincbarcika. The plant produces high-value adhesive solutions for the woodworking industry in Hungary and surrounding countries. The company’s customer base is expanding across the region, fuelling a growing need for high quality adhesive solutions and services. “Dynea’s investment in state-of-the-art technology in Hungary is testament to its longterm commitment to customers across the region,” says Roger Carlstedt, President and CEO, Dynea. Dynea is controlled by the IK1997 and IK2000 Funds. More information at www.dynea.com “The investment is testament to our commitment to customers in Eastern Europe.” roger carlstedt, president and ceo, dynea. SAFETY ONBOARD Innovative sprinkler solution IK-backed international fire protection company Minimax has installed a unique undercover sprinkler system for the M/S Scenic Emerald, the largest cruiser on the river Elbe in Germany. Apart from the installation of the sprinkler system the project also included the entire project development process, including delivery and start-up. In order to ensure that the system was discreet as well as safe, Minimax devised an innovative solution; fitting undercover sprinklers into the ceiling of the Scenic Emerald. The sprinklers are d esigned to blend in with the cruise liner’s elegant interior and provide excellent protection against false alarms, which are often caused by mechanic faults. They are also less likely to collect dirt than conventionally-fitted sprinklers. As the new system is GL-certified the Scenic Emerald complies with the highest requirements concerning the quality of safety equipment at sea. Minimax is controlled by the IK2004 Fund. For more information visit www.minimax.de IK NEWS 1/09 – 3 EXIT WEHKAMP Retail THERAPY The Wehkamp value creation story is an exciting example of what active ownership – including insight, vision and hands-on involvement – can do for a company. After having transformed the business into the online shopping market leader in the Netherlands and developed a high-growth consumer finance operation, IK has successfully exited Wehkamp. INVESTMENT EXPERIENCE. Despite depressed market conditions, IK has sealed a high return on its initial investment. As an online retailer, Wehkamp is in a much better position than many high street retailers. 4 – IK NEWS 1/09 A ny exit in the current economic climate is an achievement but a realisation in the retail sector is particularly noteworthy. Although Wehkamp is no ordinary retailer – it is the market leader in online shopping in the Netherlands and has a fast-expanding financial services off-shoot. Its recent sale to an investor group demonstrates the transformation that has taken place under IK’s ownership and the value that has been added to what was once a struggling business. Wehkamp is an exciting example of active ownership. Three years ago IK went into what was quite a complicated business, a large part of which was in decline, with a plan that IK developed and executed successfully together with management. Wehkamp is a company in which few people were originally very interested, but the exit demonstrates what can be achieved with insight, vision and hands-on involvement. Wehkamp’s new owner is an investor group comprising supervisory board member Ad Scheepbouwer, Wehkamp’s current chief executive Paul Nijhof and finance director Berend van der Maat. IK has retained an interest of just under 20%. “We continue to believe in and support the company and still see important upside potential – the management did a fantastic job transforming the business. However, securing a majority exit in the current climate was also very attractive for us and, essentially, we now have the best of both worlds,” says Kristiaan Nieuwenburg, Partner IK. Wehkamp has certainly been a profitable investment for IK: the firm sealed a high return on its investment, despite depressed market conditions. Nieuwenburg believes the company’s key selling point is its combination of web-shopping and financial services. “While non-food retailing is never immune from external economic conditions, Wehkamp has a strong brand, a large customer base and will benefit further from the overall growth in online retailing. It is in a much better position than many high street retailers. Growth may be slower over the coming year but the business will still grow. The consumer finance division is also doing well and still has much further to go in terms of business and product development,” he says. Wehkamp was acquired by IK from the UK retailer GUS for €315 million in January 2006. At that time it was a traditional catalogue retailer with declining sales, heavily subsidised by consumer credit income which itself faced increasing competition from new market entrants. Wehkamp also owned a small debt collection agency called Transfair. From the outset, IK’s plan was to capitalise on its previous experience in the home shopping, consumer credit and debt collection markets and revitalise the entire group. Under the umbrella of RFS Holland Holding, Wehkamp was divided into four individual operating companies: Wehkamp Retail, Wehkamp Real Estate (the property manager for Wehkamp’s head office and distribution centres), Wehkamp Finance (now known as Lacent) and Transfair Holding. Each component company was given its own “Selling over 55,000 products and completing about five million orders every year, Wehkamp is Netherlands’ leading online outlet for a huge range of items – clothing, electrical appliances, furniture, household products, leisure goods etc.” Anatomy of a deal management, strategic plan and financing. “This improved reporting introduced accountability at group level and opened the way to more efficient funding. It also meant that, ultimately, each business could potentially attract different buyers,” Nieuwenburg explains. Transfair was essentially a standalone business and had limited natural synergies with the rest of Wehkamp. Having developed into an independent debt collection and fledging credit information and credit management company, Transfair was duly sold in March 2007 to the European credit management company, Lindorff. Management, meanwhile, continued to develop Wehkamp Finance which was formed initially to support Wehkamp’s retail operation, but had the potential to evolve into a selfstanding, financial services business on the back of the Weh kamp brand. Refinanced with a €300 million securitisation at the end of 2006, management focused on expanding the Wehkamp Finance product range into, for example, personal loans, insurance products and debt consolidation services. Catalogue retailing is traditionally a low-margin business so the primary growth driver for Wehkamp’s core home shopping business has been its transition to the internet through which 85 per cent of its revenues are now generated. Wehkamp is now at the forefront of e-commerce and the Netherlands’ leading online outlet for a huge range of items, such as clothing, electrical appliances, and furniture, household products and leisure goods. It sells over 55,000 products and completes about five million orders every year. With the business on a solid operational and financial footing, IK was approached by the investor group last summer with a view to buying the business. “Because of the possible conflicts we established a clear agreement: management had to deliver the price we were asking. There was no room for manoeuvre. We had our view on the valuation and in the end they stuck to it,” says Nieuwenburg. “Basically, we gave them a shot at buying the business and they did it,” he continues. Despite the economic downturn in the second half of 2008, the group continued to perform well throughout the sales process. The major hurdle in the prevailing ‘credit crunch’ was raising the necessary debt financing but the deal was ultimately supported by Rabobank. Overall, IK is pleased to have achieved its growth plan and believes the separation of the group, with focused management for each business, worked particularly well, as did the shift from catalogue to online retailing. “This transformed Wehkamp from a shrinking to a growing business,” Nieuwenburg explains. “When we invested, Wehkamp’s sales were falling. Subsequently, the business developed an average growth rate of over five per cent per year, while operating profits have doubled. Wehkamp is now the largest and a highly-rated online retailer in the Netherlands,” he says. “Now that the organisation has been completely reshaped, Wehkamp is well-positioned to capture online growth potential and embark on the next phase of its development. This is, therefore, a natural time for a change in the ownership structure,” Nieuwenburg concludes. What did we buy? An ‘old fashioned’ integrated catalogue retailer with declining sales. A credit business facing increased competition. A small debt collection agency. Why did we buy it? Deep understanding of the sector and the know-how to effect change through our previous investments. A belief that the underlying internet sales growth was disguised by declining catalogue sales. Conviction that separating the retail and finance businesses and giving each its own management team would benefit the group. Insight into the potential to develop the debt collection business with new products. Assessment that value could be unlocked by selling the businesses separately. Value creation implementation Produced a redefined and focused online retail business with impressive growth in a difficult retail environment. Developed a standalone consumer finance business with strong credit book growth and impressive improvements in debtor quality. Successfully disposed the Transfair debt collection business after growing it substantially. IK NEWS 1/09 – 5 20 YEARS OF IK – PART 1 OF 3 Sunny skies. Anna Linder Lycett, one of the firm’s first employees who today is its Treasurer and Compliance Officer and Mads Ryum Larsen, Partner. Cool acquisition. The first Danish investment, Hjem-Is Europa. fashion-Able. Lindex, acquired in 1993 and listed on the Stockholm Stock Exchange two years later. Business by the book. Liber, a Swedish publisher, was acquired in 1990 and became IK’s first exit three years later. On a roll. Liva Bil was acquired in 1991 and listed on the Oslo Stock Exchange in 1993 – IK’s first IPO. Kim Wahl and Björn Savén in 1993, just after the firm had gained independence and was officially named Industri Kapital. The Nordic buyout pioneers IK Investment Partners started its operations 20 years ago this summer. To commemorate and celebrate this event, we are running a series of articles in IK News over the coming year. In this edition, we look back to the first five years when the company took its first steps. I t is hard to believe it now, but when IK Investment Partners first started as a Nordic focused firm, in 1989, private equity funds as such did not exist in the Nordic region and only in perhaps one or two locations in Continental Europe. There was plenty of corporate and financial transaction activity, and smaller buyouts were being done on a limited scale, either in-house or syndicated to investors on a ‘deal by deal’ basis, but the concept of raising a third party fund dedicated to private investments was a pioneering move. The first fund had Enskilda Securities’ name (SEB’s London-based investment bank) on the front page, but only money from the bank's pension funds. “At the time, it was actually illegal for a Swedish bank to invest in private equity so we had to go via its London Merchant Bank, and there were all sorts of other restrictions too,” explains Björn Savén, IK’s founder and Executive Chairman. From corporate career to private equity entrepreneur Having worked for Gulf Oil and graduated from Harvard Business School (HBS) in 1976, Savén did as many young MBAs at the time: he started working for a large corporate, Swedish-based office products group Esselte. It is there, after buying a lot of companies for Esselte and specifically, while selling a non-core division, that he first got the idea: “With the low prices the industrial buyers were offering, this particular 6 – IK NEWS 1/09 deal would have worked as a buyout, had there been a PE fund there to provide the equity.” Inspiration from, and regular discussions with, American and British HBS class-mates who went into venture capital also helped, Björn Savén points out. The first fund Savén left Esselte in 1988 to put the infrastructure in place to create Enskilda Ventures (as IK was called back then) and the first fund (Scandinavian Acquisition Capital, SAC, later known as the IK1989 Fund). He worked together with a team from Enskilda Corporate Finance, which included Anne Holm Rannaleet, who later became IK’s first CFO and was an IK Partner until she retired in early 2008. “It was a real challenge just to set up the administrative, legal and financial structure. At the time, there SAC logotype were foreign exchange controls in Sweden, there were legal issues with foreigners owning Swedish companies and there were tax problems too – all of these had to be overcome,” says Björn Savén. Writing the private placement memorandum was a challenge. For instance, there was no track record of previous investments or cases to write about and no similar PPMs had been written for the Nordic market. The team also spent a considerable amount of time with investors, BUILDING AN ORGANISATION: Anne Holm Rannaleet and Anna Linder Lycett. THE FIRST CHRISTMAS PARTY as Industri Kapital at the Brettenham House office in London in 1993. GUSTAV ÖHMAN as a young associate. lion, in those days equivalent to just over ECU100 million (ECU beeing the “It was a real challenge just to set up the administrative, legal and financial predecessor to today’s Euro) in total. With more money coming in, the team structure. At the time, there were foreign exchange controls in Sweden, also expanded, in the firm’s single office there were legal issues with foreigners owning Swedish companies and at 26 Finsbury Square in London City. By early 1991 the firm had seven investthere were tax problems too – all of these had to be overcome.” ment professionals from all four Nordic björn savén, executive chairman, ik countries “We all joined a multi-national explaining what private equity was and how it would create long term firm, not a Swedish firm. That made later geographic expansion easier,” value for them. They focused initially on Nordic institutions, which says Gustav Öhman. had relationships with SEB. Most of them, though, were completely Among the recruits in 1990 were Harald Mix, who had worked with unfamiliar with private equity as a concept. buyouts in the US. Harald was a partner at IK until 2001. Mads Ryum But the application forms started to come in. Most of them were for Larsen, the first Dane in the firm, was soon to be joined by Bernd SEK5 million (€660,000) or SEK10 million but then we got one for a total Peterson who worked on the Crisplant deal. Peterson left the firm in of SEK100 million. “The first close on 11 August 1989 was a great moment 1993 and was then replaced by Christian Lorentzen. – and that was when we really knew that it was all going to work because “In the first five years, we were operating in Sweden, Denmark, people did believe in us,” says Björn Savén. Norway and Finland. These countries are similar culturally and legally, so investment teams could mix across borders with eachperson Building a team in London speaking his or her own (Scandinavian) language,” Björn Savén reflects. After the first close, Kim Wahl joined as the first Director and GusActive ownership tav Öhman as the first Associate. Wahl was a graduate of HBS and Most European private equity firms that existed in 1989 ( primarily in came from Goldman Sachs. Öhman came from Enskilda Securities the UK, France and the Netherlands) had a venture capital background in Stockholm. Then followed another intense year of fundraising in with many smaller investments, most of which today would be characEurope and North America. “We learnt – the hard way – ‘the business terised as club-deals, where each firm held a minority stake. US buyout of a thousand noes’ as we tried to attract new investors to the fund, firms had had access to more capital and created a n investment style says Kim Wahl. Following a year of fundraising with more than 500 with the PE firm in the driving seat, requiring majority, and thereby contacts, 23 investors, 22 of them Nordic, signed up for SEK764 mil- FROM ENSKILDA VENTURES TO INDUSTRI KAPITAL Enskilda Ventures formed, office at 26 Finsbury Square in London City 1988 1989 First close of IK1989 Fund (€50 million) 11 August First investment: AB Idesta, Sweden Final close of IK1989 Fund (€100 million) Investments: Liber, CSE Oxford, Graphium 1990 Investments: Liva Bil, Hjelm-Is/Hemglass 1991 Investments: Crisplant, Partena 1992 Sale of Liber, the first exit Preparation for fundraising for the IK1994 Fund Organising and planning of independence from Enskilda 1993 Independence as Industri Kapital, completed on 19 May Move to current office at Brettenham House Stockholm and Oslo offices opened Investments: Guldfynd, Lindex 1994 IK NEWS 1/09 – 7 20 YEARS OF IK – PART 1 OF 3 When two minds think alike. Björn Savén and Michael Rosenlew. scratch. Over the next few years several more investments were made across the Nordic region. Most were bought out of large industrial groups. “It was tricky at the start since nobody knew us. Getting access to the decision-makers was difficult and few sellers or managers even knew what a buyout was. Many thought MBO stood for ‘management by objectives’, ” says Gustav Öhman. “Management teams were quite enthusiastic. They were often being treated as corporate orphans or cash cows by their parent company with little attention being g iven to their business so they were intrigued by the idea of ‘being liberated’ and working with us to build their businesses” says Kim Wahl. In 1991, the first investments were made in Norway (Liva Bil, the local Avis franchise) and in Denmark (Hjem-Is, ice-cream sold directly to households). Denmark and Norway were also new to private equity so gaining confidence from investors and potential portfolio companies took some convincing. “People were quite hesitant at the beginning. The investment community was suspicious and management teams did not really believe that we could help them run their business better. I was 26 and fresh out of business school. My colleagues were quite young too,” says Mads Ryum Larsen. “Few sellers or managers even knew what a buyout was. Many thought MBO stood for ‘management by objectives’.” Navigating in a deep recession gustav öhman, partner, ik active ownership. The team was determined to shape IK into the US active ownership model. “We had bought a lot of companies at Esselte and I knew the best way to make acquisitions work was to focus on the business and running it better. If we did this, I believed that we would deliver earnings improvement and value improvement,” says Björn Savén. Making the first investments The first investment was a small Swedish business, Idesta, in which IK injected €1 million equivalent of equity. The investment had its challenges but was also a good learning experience as financial and legal structures, agreements and documentaions had to be made from Like so many other success stories, IK owes a bit to good timing. The team managed to make four investments before the Nordic e conomies, particularly Sweden and Finland, took a nosedive in 1991 with the subsequent now famous Nordic banking crisis of 1992/1993. Therefore, having money to spend turned out to be a real competitive advantage as the recession wore on and turned into recovery in 1993-95. The team had tried hard to stay clear of cyclical industries, but there were still some challenging moments in the early years. Saddam Hussein’s invasion of Kuwait shortly after the firm bought Europe’s largest privately owned pilot training school (the Nyge CSE Aviation investment) gave the young team its first experience of a workout with an Anglo-Saxon bank. “The work-out unit’s meeting room was in the basement with no windows and if you wanted coffee you went out and got it at the vending machine. No milk, no sugar,” recalls Kim Wahl. CRISPLANT – SETTING ‘VALUE BUILDING STANDARDS’ IN THE NORDIC REGION In 1992, IK invested €14.3 illion in a Danish sorting business, m Crisplant. Just a few years later, IK realised €236 million from this company, making it IK’s most successful investment to date. 8 – IK NEWS 1/09 “Crisplant delivered a return of 16.5 times,” says Mads Ryum L arsen, Partner, who at the time was an associate working on the deal. The company designed and built advanced sorting systems for airports, post offices, newspaper plants, warehouses and other organisations. It also supplied equipment to fill LPG cylinders in emerging markets. Crisplant had been part of a large corporate and it had been left to flounder. But IK worked closely with the company’s management and helped it to adopt a more strategic approach to its business. “We developed the company so that, instead of taking a projectby-project approach, management looked to the future more and made sure it got repeat orders from customers,” says Mads Ryum Larsen. Following the unification of Germany, Crisplant won a contract to upgrade postal sorting services throughout former East G ermany. The contract was the largest “Crisplant delivered a return of 16.5 times” mads ryum larsen, partner, ik risplant had ever won and it C c atapulted the group into a new league. IK supported the management team in developing the business at this challenging time and in 1995, the company underwent a partial IPO, when 35 per cent of the s hares were listed on the C openhagen Stock Exchange. In 1999, the entire business was sold to UK engineering group FKI. By that time, it was supplying sorting systems to internet-based companies, such as Amazon. “It was an early beneficiary of the dotcom era,” says Mads Ryum Larsen. IKARE THE SOS CAMPAIGN “The work-out unit’s meeting room was in the basement with no windows and if you wanted coffee you went out and got it at the vending machine. No milk, no sugar.” kim wahl, partner, ik Having well-known local investors and the Enskilda name on the door also helped, as it provided a degree of comfort to banks, vendors and management teams. It did not always help, though. “At one point, the main board of a large Nordic bank stopped a credit already approved in writing by the credit committee. Too much goodwill and no assets, they explained. Later we figured out that as Scandinavia went into its 1992/1993 banking crisis there was no money to lend,” the team analyses. Organisation-building An important milestone for IK was the sale of Swedish publishing business Liber in 1993. “It was our first exit. We made a very good return on it so it proved to our investors – and to us – that Nordic private equity really could work,” says Björn Savén. Later this year Liva Bil was listed on the stock exchange in Oslo – the first IPO which again broke new ground for IK. “In 1992, the Swedish banking crisis erupted, just as we were planning to raise money for our second fund. SEB was no longer able to support this fund even from its pension funds so we made our own MBO on 17 March 1993,” says Björn Savén. The spring of 1993 was a hectic time for the firm and former Finnish slalom champion Michael Rosenlew joined the team. Preparations for fundraising for the second fund had started, progress on value creation plans at port folio companies was monitored, new acquisitions were evaluated and exits were being planned. At the same time the three most senior executives, Savén, Wahl and Mix together with Holm Rannaleet were busy creating a parallel legal structure and getting investor consent for the move into independence, which allowed IK’s own buyout to be completed on 19 May 1993. The administration involved everything from setting up new bank accounts, finding new offices, to getting business cards printed and deciding on the new name and logo. “It was very hard work but it also helped us to understand how portfolio companies feel when they go through a buyout while ensuring business as usual” says Anne Holm Rannaleet. Gaining independence as IK On 28 May, the team left the London offices of Enskilda Securities for the last time, moving into premises in Brettenham House at the north end of Waterloo Bridge, where IK still has its London base today. Thus Industri Kapital – an independent private equity operation whose name highlighted the firm’s focus on and understanding of industry combined with financial expertise – was born. The management company was owned by the three partners Savén, Wahl and Mix and these three were also the informal management committee, although all investment recommendations were decided jointly by investment professionals. There were now a total of 13 employees with full dedication to making Industri Kapital a success. By the fall of 1993, IK also formally opened an office in Stockholm. ROLAND WERE, proud veterinary drug store owner. Bringing private veterinary services to untapped markets T he close links between IKARE. In February, the young vets animal health and human also received some basic business health and wealth have been training, such as simple modelling, highlighted by the recent the difference between income outbreak of foot and mouth disease and cash flow statements and the in 12 districts in Northern Uganda, importance of inventory stocktaincluding five districts where IKARE king, from Insead MBA Pierre-Loup is waging a campaign against sleeping Lesage while on a temporary IKARE sickness. The districts are under quaassignment in Uganda to document rantine, which means animals cannot and validate the project. be treated or slaughtered, milk cannot Two of the vets, Ronald Were and be sold and farmers cannot rent or Patrick Opondo have opened practices lease oxen for ploughing. As dispoof their own and the others are soon to sable income is down children are follow. IKARE will be providing small being taken out of school and there scale, start-up financing to support is less money to spend on pre-emptive them in the initial six-month period. drugs for animals, including the spraying against sleeping sickness. The picture is not entirely bleak, however. Since the start of the 3 V Vet project last May, nearly 60 spray teams are now active in the area. The aim of this 8-month scheme, financed by IKARE and CEVA Santé Animale, was to put a platform in place to ensure continued messaging 3 V VETS receiving basic business on sleeping sickness prevention training from Pierre-Loup Lesage, and continued availability of MBA, Insead. drugs. “During this period, all five 3 V Vets have came to identify an untapped market for veterinary services and business plans were jointly developed to set up veterinary practices and drug stores in the region,” says Anne Holm Rannaleet, Director, “All the 3 V Vets have developed business plans to set up veterinary practices in the region.” IKARE IKARE (pronounced “I care”) is an independent charity, founded in 2006 by a group of IK partners. It aims to superimpose private equity investment techniques and business experience onto the causes it is supporting, thereby contributing more than just funding. IKARE’s resources are currently fully dedicated to the Stamp Out Sleeping sickness campaign, launched in Kampala, Uganda in 2006. IK NEWS 1/09 – 9 COMPANY PROFILE SOUMEN LÄHIKAUPPA A WARM WELCOME. Leena Saarinen, President and CEO, launched the new brand image in December 2008. The move attracted a lot of positive publicity and was warmly welcomed by staff members, consumers and advertisers. Shopper’s delight A growing demand for shopping close to home as well as a growing concern for ethical issues prompted an IK-backed Finnish grocery chain to clarify its strategic focus. Now, the company is focused utterly on the consumer and has changed its name to Soumen Lähikauppa – ‘Finland’s Local Store’. I n recent years, it became obvious that Suomen Lähikauppa needed to change. The grocery store, formerly known as Tradeka, had lost touch with its most important stakeholder, the customer. At the beginning of 2008, the group, which is majority owned by IK, undertook a strategic review and several major developments ensued. The company changed its name, its logo and its headquarters. Each move was prompted by the realisation that, in order to succeed in the 21st century, Suomen Lähikauppa needed to re-connect with the consumer. 10 – IK NEWS 1/09 IK was closely involved in the transformation. “We have worked with Suomen Lähikauppa since 2005, when we invested in the business and helped to bring about the merger of two Finnish grocery chains, Suomen Lähikauppa and Wihuri Group,” says Michael Rosenlew, Managing Partner, IK and Chairman, Suomen Lähikauppa. “Since then, we have been actively involved in developing the company and driving the strategy forward. A new management team that share our vision for the business has been appointed. Like us, they understand that a retailer needs to focus on the consumer to succeed,” he adds. Finland’s consumer goods market is concentrated on a few key players. Suomen Lähikauppa is the third largest company in the sector, but, with its 12% market share, the company made a strategic choice not to challenge the two major retail chains on every front. Instead, it decided to focus on a sector where it already has a leading position: cosy, neighbourhood shops of less than 400 square metres. This decision was well-timed. Climate change and neighbourhood services are at the forefront of consumers’ minds and local shops are becoming increasingly popular, particularly in Finland. “Since we already run about 680 local shops across the country, it was a natural choice to focus on that segment,” says Leena Saarinen, president and CEO, Suomen Lähikauppa. As in most countries, neighbourhood shops used to be a t raditional feature of the Finnish retail landscape. Then, during the 90s and early 00s, hypermarkets came into fashion and local shopping services declined. Now the tide is turning again and in the past few years, more small shops have been opened than closed. “According to several studies, Finns would ideally prefer their closest shop to be closer than it is today,” Saarinen says. Suomen Lähikauppa’s strategy is based on the company’s mission – ‘to help people be happy and content in their day-to-day lives, wherever they live’. For that reason, several issues, not just growing demand for local shops, helped to determine the company’s strategic focus. Shopping locally is not just convenient but ecologically sound as well. A recent study conducted in the Finnish town of Tampe- ETHICALLY SOUND. Siwa’s bananas, pineapples and oranges are 100% Fair Trade. Valintatalo was awarded a prize by Finnish organic producers for its environmentally-friendly approach and the chain has begun to certify its shops with the official Nordic ecolabel the Swan. consumer. This lies at the heart of the company’s new strategy. “The new consumer-driven approach is demonstrated, for example, by the reversal of the value chain so that the company’s activities start with what the consumer wants rather than what we or our suppliers want to give them,” says Rosenlew. Suomen Lähikauppa has worked hard to find out more about customer preferences, conducting detailed studies into local consumers across Finland. The company even set up an online consumer panel called Neuvonantajat (Advisers). Even though the panel only has been in use for a few months, it is already highly successful. “More than 4,000 people have gone online to tell us what they want from a local store. Now we are aiming to use this intelligence to maximum effect. Our ultimate goal is to give each shop its own local flavour, with products, services and opening hours that suit customers in that particular area,” Saarinen says. Across the board, consumers consistently ask for Fair Trade products. And, as a result of the new strategy, Suomen Lähikauppa’s shops are offering them just what they want. The company has three brands, Siwa, Valintalo and Euromarket. Siwa recently became the first food retailer to stock only Fair Trade bananas. Today its pineapples and oranges are also 100% Fair Trade. Valintatalo was awarded a prize by Finnish organic producers for its environmentallyfriendly approach and the chain has begun to certify its shops with the official Nordic ecolabel the Swan Valintalo is the only Finnish retailer with this certificate. For Suomen Lähikauppa, a sustainable, local and consumer-driven approach to business development is the way forward. As for the company’s prospects, Saarinen says simply: “You haven’t seen anything yet. We’ve embarked on a long journey and we are just at the beginning of the road. There’s still a lot to do.” “A recent study conducted in Tampere, Finland, showed that shopping in hypermarkets is three times more of a burden on the environment than shopping locally.” re, Finland, showed that shopping in hypermarkets is three times more of a burden on the environment than shopping locally. “Our choice to concentrate on neighbourhood shops was guided by people’s desire for local services and public concern for issues such as climate change,” Rosenlew says. Besides offering a local service, Suomen Lähikauppa’s clear competitive advantage is its u nderstanding of the LOCAL PLAYER. Soumen Lähikauppa made a strategic choice to focus on a sector where it already had a leading position: cosy, neighbourhood shops of less than 400 square metres. A consumer driven a approach Third largest player in Finland’s grocery sector. Leader in the neighbourhood store market. Changed its name from Tradeka to Suomen Lähikauppa Oy on 29 December 2008. Has three shop chains: Siwa, Valintatalo and Euromarket. Has approximately 760 shops and 7,200 employees. Group net sales in 2007 amounted to €1.4 billion euros. IK Investment Partners owns 65.5% of Suomen Lähikauppa Oy. Other shareholders are the Co-operative Trade Corporation (15.6%), Wihuri Oy (15.6%) and the current management (3.3%). IK NEWS 1/09 – 11 IN FOCUS TOM VON WEYMARN Self-regulation vs regulatory overkill Tom von Weymarn, Senior Advisor, IK, an expert on corporate governance, hopes the economic downturn will not lead to punitive regulation from authorities. “I sincerely hope self-regulating reform will pre-empt regulatory overkill from the authorities,” he says. T om von Weymarn has worked with IK since 1992 and has been a senior adviser for many years. He is one of the most respected board professionals in Finland, renowned for his international corporate governance expertise. von Weymarn chairs three Finnish companies, TeliaSonera, Turku Science Park and Lännen Tehtaat, and is member of the boards of Pohjola Bank, Hartwall Capital, Sibelius Academy and Hydrios Biotechnology. IK News asked him how he believes the economic downturn will affect corporate governance and fundamental business practices. Do you see any connection between the current financial crisis and corporate governance? The ongoing crisis is a super-bubble that has developed since the 1980s, fuelled by the ever-increasing use of credit and leverage. Credit – whether extended to consumers, speculators or banks – has been growing faster than GDP since the Second World War. Financial engineering became so mindblowingly complex that regulators could no longer calculate the risks and came to rely on the risk management models of the financial institutions themselves. To their detriment and the detriment of millions of investors, credit-rating agencies followed a similar path. Now regulators are trying to gain – or regain – the upper hand and a cat-andmouse game has developed between them and the financial market. I believe financial engineers will always find a way to do what they want to do, irrespective of corporate governance. But I also believe regulators are responsible for preventing financial markets from getting out of control and they must accept that responsibility. Until now, the authorities have explicitly failed to do so. What future developments would you like to see in corporate governance? Companies’ internal control systems need to be more rigorous. Every board must understand what risks its business is taking and the consequences of those risks. Of course, risk is an integral part of commercial life but there needs to be a healthy balance between risk, reward and a company’s resources, its equity. In the past, those working in the financial markets were incentivised to take more and more risk for less “Regulators are responsible for preventing financial markets from getting out of control and they must accept that responsibility. Until now, the authorities have explicitly failed to do so.” 12 – IK NEWS 1/09 IN FOCUS Who: Tom von Weymarn Where: Finland What: Senior Advisor Why in focus: Senior Advisor to IK, Chairman of the Board of TeliaSonera Ab, Turku Science Park Oy and Lännen Tehtaat Oyj. M ember of the board of Pohjola Bank plc, Hartwall Capital Ab, Sibelius Academy and Hydrios Biotechnology Ab (as of February 27, 2009). and less capital. They were rewarded upfront and the downside of the risks they had taken only materialised much later. This has to change. Rewards have to reflect risk more accurately. Financial engineering must be regulated too, so new products should be registered and approved by the appropriate authorities before they can be used and margins and m inimum capital requirements must be tightened. What are the differences in corporate governance between the Anglo-Saxon countries and Continental Europe? Power in the US and the UK lies p rimarily with the chief executive. In the US, the CEO is often chairman of the board as well. In Continental Europe, every country has its own corporate governance code. In Scandinavia and the G erman-speaking countries, there is, in my view, a better balance between owners, managers and the board. How do you see private equity developing in the future, with regards to corporate governance? The private equity industry will c ertainly be subject to a tighter r egul atory framework, thereby losing one of its major competitive a dvantages. Some PE-owned b usinesses may be unable to meet their obligations as creditors, so bank lending will become more expensive, demand for equity will increase and governance will b ecome tighter. The business model for private equity will survive, but c onditions will change – we will r eturn to the environment that e xisted in the early days of PE. What are the challenges of being listed versus being private? Listed companies have to adhere to laws and codes and publish f inancial updates each and every quarter. The media are watching their every move and are intensely critical of RISKY BUSINESS. According to Tom von Weymarn, companies’ internal control systems need to be more rigorous. “Every board must understand what risks its business is taking and the consequences of those risks,” he says. “The private equity industry will be subjected to a tighter regulatory framework. Some PE-owned businesses may be unable to meet their obligations as creditors so bank lending will become more expensive, demand for equity will increase and governance will become tighter.” any development that does not meet their expect ations. If listed companies make a decision that the market d islikes, their stock price is i mmediately p enalised. Listed companies’ are also attacked and m anipulated by hedge funds and other activist investors. Non-listed companies can plan and act with much more freedom. There is much more scope for long-term t hinking and value creation in non-listed companies today. What are your fears and hopes for the next coming years? In view of the tremendous losses suffered by the general public, there is a real danger that we will end up with punitive regulation. That would be unfortunate as external regulation is invariably less efficient than selfregulation, driven by the market for the market. I sincerely hope self-regulating reform will pre-empt regulatory overkill from the authorities. IK NEWS 1/09 – 13 INSIDE IK ON LOCATION/VASALOPPET “In the footsteps of our forefathers…” O n February 22, 6,600 skiers set out to complete the Öppet Spår (‘The Open Track’) part of Sweden’s Vasa Cross Country Ski Race – Vasaloppet. Among those were ten courageous skiers from IK. Some of them experienced skiers, some hearty amateurs, and all keen to ski ninety kilometers under the device in the footsteps of our forefathers for the victories of tomorrow. IK’s Partner Gerard De Geer, participated in the race for the eleventh time. “I used to ski to school when I was little. But in spite of my experience this race made me a little worried, since the weather forecast didn’t look too good,” he said. Immediately after start, the sky opened up and let down heaps of snow. In less than thirty minutes ten centimeters fell. With a lot of fighting spirit all ten from IK completed the ninety kilometers. First to goal was Gerard – of course - who made the distance in eight hours and thirty-four minutes. “I am proud of my colleagues, who with little cross-country skiing experience succeeded in one of the most gruesome Vasa Cross Country Ski Races ever. Difficult conditions could not stop us!” says Gerard de Geer, Partner, IK, who participated in the race for the eleventh time. From Sälen to Mora Thousands of cross-country skiing enthusiasts meet every year to cover the ninety kilometers between Sälen and Mora. Vasaloppet, the world's longest and largest cross-country ski race, was inspired by king Gustav Eriksson Vasa who did the same run in 1521. Today the race is divided into nine separate races during ten days. 48,000 competitors start out accompanied by cheers from 100,000 spectators and media. “I definitely need more practice to keep up with the Nordics, but I want to beat them at their own game eventually,” says Gijs Marbus, Associate, IK. AWARDS Anne Holm Rannaleet receives SVCA’s Hall of Fame award Nordic private equity firm of the year IK has won Private Equity News award “Nordic Private Equity firm of the year”. A distinguished panel of more than 160 institutional investors, advisors, financiers and senior private equity practitioners from across Europe have voted on the nominated firms in each category. IK’s Partner James Yates collected the award on behalf of IK at a ceremony on 30 March 2009 at Banqueting House, Whitehall, London. 14 – IK NEWS 1/09 The private equity pioneer and Chairman of IK Industrial Advisory Board Anne Holm Rannaleet has won the SVCA newly instituted award Hall of Fame. Anne received the award for her exceptional contribution and angagement, through SVCA and EVCA, in matters of key importance for the private equity industry. She is also actively working to improve transparency and openness for trustworthiness of the private equity industry (see Viewpoint, page 16). Anne received the award at SVCA’s private equity conference held on the 25 of March this year. INSIDE IK GREETINGS/HARVARD HOT SPOT/WARSAW The IK Finnish American scholarship recipient 2008 Looking back at the first semester The topics we have studied have ranged from the business models of Japanese restaurants to the profitability of baseball franchises, reports IK Finnish American Scholarship recipient Antti Hovila. I have now been in the MBA program at Harvard Business School for six months. The time has flown by and it now seems like a natural moment to pause for breath, take stock and look back at what I have learnt during my first semester. So far it has been hectic but fascinating. The MBA programme lasts for two years and the first year is made up entirely of compulsory courses, so there is a lot of extremely hard work. The courses are all taught via ‘cases’, real-life business situations, where decisions had to be made in order to help businesses make progress and r esolve their difficulties. The topics we have studied so far have been really diverse, ranging from the choice of business models in Japanese restaurants to operational excellence in car-making and from the profitability of baseball franchises to partnership challenges in developing semi-conductor technologies. Many of our case topics have been highly relevant to current events and the global economic downturn. On the day of the US presidential election, for example, we looked at how Barack Obama’s campaign used the internet and various social networking tools to reach new groups of potential voters. In our finance classes, we have studied sub-prime mortages as potential investments and we have also looked at what was lacking across different parts of the US mortgage loan value chain over the past few years. I can’t think of a better way to learn about business and current affairs, and I am very grateful for the IK Finnish American scholarship, as it has given me this wonderful opportunity to study at Harvard. Warm regards from Boston, Antti Hovila, the ik finnish american scholarship recipient 2008 “Many of our case topics have been highly relevant to the times we live in. I can’t think of a better way to learn about business and current affairs.” SylWester Urbanek, Associate Director, IK “Something for everyone” Warsaw has been one of Europe's fastest growing cities. In today’s gloomy financial market is that still the case? With a certain delay to Western Europe, Warsaw, as well as the entire country, is starting to feel the unavoidable slowdown, but will be less affected compared to most other CE countries. How would you describe the business climate in Warsaw at the moment? A number of vital public projects are to be realised. Warsaw will host the most important events during the EURO 2012 Football Championships. With those events in mind, hopefully necessary investments, co-funded by the EU, will help to stimulate business and economic environment. What would you recommend someone to do when visiting Warsaw? Warsaw is definitely attractive both for sightseeing and shopping, and even more so recently, due to the fact that Polish zloty has depreciated over 30% compared to the Euro. The city has something to offer every visitor – historic places, museums and galleries, quality clubs for evening fun and big shopping malls. What is the spot not to miss when there? I have a few favorite places – the Old Town with the Royal Castle, the city’s parks including ’Lazienki’ and ’Wilanow’. And genuine Polish food at high quality and priceworthy restaurants. When is the best time of the year to visit? For those who are not afraid of snow, winter is nice, especially around Christmas time. Summer is usually very sunny with hot evenings. Good weather often continues until September, which we Poles call ’Our Golden Autumn’. IK NEWS 1/09 – 15 Anne Holm Rannaleet. “Private equity can be part of the solution in helping the EU through this period of unprecedented uncertainty.” The proposed EU Directive on Alternative Investment Fund Managers has recently been published. None of the major reports covering financial regulatory reform, including de Larosière and G20, have identified private equity as posing systemic risk. Therefore, it is difficult to understand why, at a time of capital scarcity, an owner ship model providing long-term capital, alignment of interest and investor transparency should be subject to a regulatory model designed for short term trading funds. Already regulated in many areas of Europe, we are as an industry not against regulation as such, but it needs to be fair, appropriate and proportionate. Over the last few months, the European private equity industry has come together like never before; to pool resources and know-how in order to respond to the political concerns raised by European policy makers in their efforts to analyse and understand the possible impact of the various actors within the financial services sector on financial stability and systemic risk. This massive task of documentation and technical analysis of the private equity business model and current regulation, contractual arrangements with investors and industry standards across Europe, began in earnest in October 2008. Then, an industry Representative Group, comprising of some 30 representatives from both buyout and venture capital funds, European and national venture capital associations, advisory firms and investors in the industry was created. The Representative Group formed a smaller group, the so-called Brussels Task Force, with the assignment to give a formal response to the European Parliament’s Resolutions on hedge funds and private equity and support the European Commission with facts and data in formulating EU policy outcomes. Having served as the representative for the Nordic countries’ and mid-market buyouts on this Task Force, I have been impressed by the industry’s willingness to come together and act like an industry. Our joint response to the European Parliament and European Commission was made public on February 26, 2009 at a European Commission public hearing on private equity. It may have taken some time for our industry, to fully appreciate how little has actually been known and understood by the general public and policy makers on how we operate and create value. We now recognize that much of the debate has been carried and continues to be borne by emotional arguments based on perceptions rather than facts. I would like to believe that the industry’s sensors for what drives public debate have improved as a result of this exercise. Our response and continued engagement in policy making will hopefully not only help people enhance their understanding of the private equity industry and the vital role it plays in providing long-term financing to companies of all sizes and development stages, across all sectors and regions of Europe but also enable us to remain engaged in the continued development of the European economy. Private equity as represented by buyouts and venture capital, with its proven strong corporate governance and alignment of interest model, can definitely be part of the solution in helping the EU through this period of unprecedented uncertainty. As also stated in the Response, the industry is prepared to commit to the continued improvement of professional standards based on existing EVCA and national association codes, and a set of supervisory arrangements. We will remain engaged with our policy makers at both national and EU level, so that in the development of a the European regulatory and supervisory framework covering all sectors of the financial industrywe can try to ensure that it takes due notice of existing national legislation, industry codes and practices and investor relationships, as well as the lack of systemic risk posed by our industry. The framework must further reflect the fundamental differences that exist between private equity and eg. hedge funds but also across the different sectors of the private equity industry (buyout, growth and venture capital) and should also ensure a level playing field with other business acquirers and other private owners. That said, I still believe that the industry can only benefit from a greater general understanding of how we operate and a higher level of engagement with larger groups of stakeholders. anne holm rannaleet, ex partner & today senior advisor, ik. Viewpoint “The E uropean private equity industry is prepared to commit to the continued improvement of professional standards through the development of a unified Europeanwide set of standards.”