Conference Magazine - Deutsches Eigenkapitalforum
Transcription
Conference Magazine - Deutsches Eigenkapitalforum
$EUTSCHES %IGENKAPITALFORUM n .OVEMBER &ALL &RANKFURT -AIN w%NTREPRENEURS MEET INVESTORSi Conference Magazine Publishing Partner Capital Markets • Industries & Sectors • Financing • Legal • Rules & Regulations • Top 25 Capital Seeking Companies • Sponsors & Partners • Forum Program • Exhibitors’ Index $EUTSCHES %IGENKAPITALFORUM w%NTREPRENEURS MEET INVESTORSi Co-Initiator Main Sponsors Sponsors Partner STEP AWARD Spirit to expand Media Partner Supported by Editorial Dear Readers, Rarely has equity capital been of such vital importance for bolstering the growth opportunities of companies. Companies face new challenges in today’s post-crisis economy and new capital requirement regimes such as Basel III will increase the cost of loans, while the flow of liquidity through credit will be scaled down. Indeed, some banks have already become more reluctant to provide the economy with capital. For these reasons alone, equity capital must and will increase its weight in the capital mix, especially for small and medium-sized companies, which tend to be insufficiently capitalized to meet their growth needs. The current situation applies not only to single companies, but to economies as a whole: the market turbulence over the past two-and-a-half years has called into question whether the financial sector does in fact fulfill its role serving the real economy. One essential aspect of this role is the sector’s function as a facilitator of capital and it is high time it reactivated that function. Providing access to equity capital has always been a major aspect of what exchanges do. We at Deutsche Börse provide it from the financial capital of Europe’s largest and most vibrant economy via the Frankfurt Stock Exchange, which we operate. Our global network with major hubs and activities over the world supports our service role. Companies listed on the Frankfurt Stock Exchange include global brands such as Allianz, BASF, Daimler, Munich Re, Siemens and ThyssenKrupp. Companies listed on the Frankfurt Stock Exchange thus get the opportunity to join internationally recognized indices such as the DAX index family. Moreover, companies listed on the Frankfurt Stock Exchange gain direct access to a global pool of investors with some 250 trading participants in 18 countries, including all of Europe’s various financial centres. Deutsche Börse is the most sophisticated equity organization worldwide and serves the stock markets, the future and options markets, while also providing clearing and settlement services and, last but not least, makes market information available to its customers. In the stock market we offer three market segments that are tailor-made to suit the lifecycle of companies: the Entry Standard as a door opener for firms wishing to take their first step into the EU capital market, the more ambitious Dr. Reto Francioni General Standard in line with EU-wide standards for an exchange listing, and, finally, the premium-level Prime Standard for corporations addressing global institutional investors. Companies may of course go public in anyone of these segments, depending on their degree of maturity. Irrespective of their choice, the exchange offers access to capital not only when a company first enters the market, but also later, as a platform for capital increases. Deutsche Börse has always been committed to bringing investors and companies together, both for their common good, and for the common good of the economies to which they belong. Exchanges take their serving role for the real economy very seriously, as providers of access to capital, and as organizers of regulated markets for transparent, unmanipulated and fair price discovery. Which is why we at Deutsche Börse, together with KfW, organize the German Equity Forum, thus providing an ideal exhibition floor, meeting place, and learning center for companies, be they small, medium-sized or large; from Germany, Europe or elsewhere, be they listed or still private. In fact, this is the largest conference of its kind in Europe to give companies the opportunity to present themselves to the international investor and analyst community, something of which we are very proud. The new conference magazine you have in front of you, in addition to organizational information, will offer you background articles that we trust will prove helpful well beyond the actual event. Yours sincerely, Dr. Reto Francioni CEO Deutsche Börse AG Deutsches Eigenkapitalforum Fall 2010 Page 3 Contents 3 Editorial Dr. Reto Francioni, Deutsche Börse AG Introduction 8 “China will not win the next 50 years with its political system” Interview with Prof. Dr. Norbert Walter, Walter & Daughters Consult, about China's sustainability, speculative bubbles and overexploitation of its own heritage 12 New investors always welcome New private equity fund for German SMEs invests long-term Albrecht Deißner, KfW Bankengruppe 14 “The entrepreneur will still be the boss” Interview with Dr. Axel Nawrath, member of KfW's Executive Board 16 Not just another “Mega-Trend” Sustainability issues will have an increasing impact on financial business Marc Bernhof, Steffen Pörner, HSBC Trinkaus 18 “It's the owners who have to decide what they are prepared to pay” Interview with Dr. Jens Maßmann, Partner at Ernst & Young, about pain thresholds, responsibilities and international practices with management board salaries 20 Social media in financial communications How you can reach investors in social networks Alexander von Preysing, Edda Vogt, Deutsche Börse Group 24 Future now Electronic voting boom ahead? Torsten Fues, Haubrok Corporate Events, Dirk Hesse, Gahrens + Battermann Legal 26 “Other challenges already exist alongside accounting, capital investment and corruption cases” Interview with Dr. Stefan Heißner, Partner at Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, about financial crimes such as fraud and compliance risks and how to deal with them in practice 28 China SOX Will Chinese companies adapt to the modern model of corporate governance? Dr. Gebhard Zemke, BDO AG Wirtschaftsprüfungsgesellschaft Page 4 Deutsches Eigenkapitalforum Fall 2010 30 Commercial due diligence Requirements and benefits, also for “strategic” investors Dr. Rainer Mayer, maconda Corporate Development 32 Other ways to go New securities disclosure rules and their effects on public M&A transactions in Germany Stephan Heinemann, Taylor Wessing 34 Driving value in the boardroom How to make use of increased duties to become a proactive supervisory board Volker Potthoff, CMS Hasche Sigle Financing 36 Growth capital for the German “Mittelstand” How private equity firms successfully support German mid-sized companies Dörte Höppner, BVK 38 WEPA case study Growth financing during times of financial distress Markus Kurzhals, Arndt Rautenberg, RölfsPartner 42 A tactical financing instrument The right mezzanine can be the better equity solution Steffen Schneider, Frans-Matthis Pleie, FCF Fox Corporate Finance 46 “Basel III affects the banks and, therefore, it also affects the SMEs” Interview with Lutz Weiler, equinet Bank, about the financing needs of German small and medium enterprises (SMEs), the effects of Basel III and interest equity options 48 An attractive option Corporate bonds as a complement to equity financing Dr. Dietmar Schieber, Close Brothers Seydler Bank 52 HAMBORNER REIT AG Reloaded Relaunch of a Share Maren Lorth, WestLB 54 Emergence of mini-bonds The new trend to bank-independent debt financing for SMEs Ursula Querette, Haubrok Investor Relations Contents Capital Markets 56 It’s all about value and visibility Valuation process and IPO pricing in volatile market environments Michael Salcher, Florian Frei, KPMG AG Wirtschaftsprüfungsgesellschaft 58 Motives & experiences Chinese IPOs in Germany Peter Thilo Hasler, Viscardi 62 GDR Programs in the regulated market of the FSE Overview of the specifics Robert Michels, Dr. Alexandra Zech, BEITEN BURKHARDT Rechtsanwaltsgesellschaft 64 Going public in volatile markets How to de-risk an IPO Philip Grosse, Credit Suisse 66 Family IPOs IPOs as an alternative for family companies Dr. Elmar Jakob, IPONTIX Equity Consultants 70 Corporate brokerage Continuous dialogue with investors as success factor for small and medium-sized enterprises Oliver Riedel, Nico Baader, Baader Bank When the world wants to know what German business is thinking, one bank comes to mind. Industries & Sectors 72 LifeScience Forum Healthcare reforms call for innovative strategic answers Dr. Christa Bähr, DZ BANK 76 Far reaching impact of the Euro’s financial crisis Uncertain outlook for the world’s largest renewable infrastructure investment end markets Dr. Martina Ecker, Jefferies International Limited 80 “Germany’s cleantech companies need a specific technological advantage to stay in the running” Interview with Carsten Klante, Macquarie Capital, about the challenges, investments and sustainability of Cleantech companies and markets 84 “Long-term potential for the German real estate sector” Interview with Dr. Christian Schlüter, Credit Suisse, about the German listed property market, attractive market segments and the importance of investor sentiment 86 Risking the recovery? Basel III and the credit crunch Michael Rohr, Silvia Quandt Research Deutsches Eigenkapitalforum Fall 2010 Page 5 Corporates & Markets When you need to make transactions happen in or out of Germany, you need Commerzbank Corporates & Markets. With 100,000 corporate and institutional clients and over 11 million private customers in Germany, Commerzbank understands the dynamics, attitudes and opportunities that shape this powerful market better than anyone else. That is why – from capital and debt-raising to investment and risk management – Corporates & Markets provides the insight, the relationships and the on-the-ground expertise that make German deals into landmark deals. When the world wants to do business with Germany, we are your partner. www.cbcm.commerzbank.com Achieving more together Contents Organizer, Co-Inititiator & Sponsors Organizer & Co-Initiator 90 Deutsche Börse, KfW 91 Ernst & Young Wirtschaftsprüfungsgesellschaft Main Sponsors 92 Close Brothers Seydler Bank, Credit Suisse Securities, DZ Bank 93 equinet Bank 94 FCF Fox Corporate Finance, Jefferies, LBBW/ Baden-Württembergische Bank 95 Macquarie Capital (Europe), VISCARDI Sponsors 96 BDO AG Wirtschaftsprüfungsgesellschaft (96), CMS Hasche Sigle (96), Commerzbank (96), German Venture Capital and Private Equity Association (BVK) (97), Haubrok (98), Hauck & Aufhäuser Investment Banking (98), HSBC Trinkaus & Burkhardt (98), KPMG Wirtschaftsprüfungsgesellschaft (99), Morgan Stanley (100), RölfsPartner (100), Silvia Quandt & Cie. (100), Taylor Wessing (101), UniCredit Bank (101), WestLB (101) Partners 102 bwcon Baden Württemberg: connected (102), Creathor Venture Management (102), DVFA (102), Gahrens + Battermann (103), HPE Holland Private Equity (103), PvF Investor Relations (104), STEP Award (104), Ventizz Capital Partners Advisory (104) TOP 25 Capital Seeking Companies 116 118 120 121 122 124 126 128 129 130 132 133 134 136 137 138 140 141 142 144 145 146 148 150 151 152 153 Accovion GmbH AMEOS Gruppe Artificial Life Inc. Asklepios Kliniken GmbH Bard Holding GmbH Biogest Energie- und Wassertechnik GmbH caprotec bioanalytics GmbH Cevec Pharmaceuticals GmbH CureVac GmbH Diva Video Access AG FLABEG Holding GmbH Glycotope GmbH IONYS AG itk group GmbH Mister Spex GmbH Novaled AG Novalung GmbH pvXchange N.V. REMOS Aircraft GmbH RIEMSER Arzneimittel AG SkySails GmbH & Co. KG stylefruits GmbH SULFURCELL Solartechnik GmbH Torqeedo GmbH voxeljet technology GmbH WiredMinds AG Zentrum Mikroelektronik Dresden AG Media Partners 105 ABC New Media (105), bne media (105), Börsen-RadioNetwork (105), Börsen-Zeitung (106), DAF Deutsches Anleger Fernsehen (106), dpa-AFX Wirtschaftsnachrichten (106), Fachverlag der Verlagsgruppe Handelsblatt (107), FINANCIAL GATES (108), Frankfurter Allgemeine Zeitung (108), GoingPublic Media (108), Haymarket Media (109), Institutional Investment Publishing (110), International Herald Tribune (110), mergermarket (110), n-tv Nachrichtenfernsehen (111), PhoenixCNE (112), Property Investor Europe – PFE (112), RiD Real Estate Information (112), Swiss Equity Medien (113), VDI Verlag (113) Supporters 114 Klassik Radio (114), Nespresso Deutschland (114), Radisson Blu Hotel (114) Page 6 Deutsches Eigenkapitalforum Fall 2010 Service 154 Deutsche Börse Listing Partners 162 Market Segments An overview 164 Contact Persons at Deutsche Börse Group 165 Imprint Program Deutsches Eigenkapitalforum Fall 2010 166 Program Overview Appendix a: Main Level Map Appendix b: Upper Level Map and Exhibitors’ Index " =jfkl Qgmf_ j]^]jk lg Y ?]jeYf e]eZ]j Õjek g^ =jfkl Qgmf_ ? gZY Daeal]\ Y MC hjanYl] [gehYfq aeal]\ Zq _mYjYfl]] Preparing for the performance of a lifetime: IPO Competence Center The Ernst & Young* IPO Competence Center assists with IPOs all around the world – from the preparation and planning stages, the structuring Yf\ j]YdarYlagf$ ja_`l l`jgm_` lg l`] Õjkl ljY\af_ \Yq& Gmj l]Ye g^ ]ph]jlk hjgna\]k afl]j\ak[ahdafYjq l`afcaf_$ eYfq q]Yjk g^ ]ph]ja]f[]$ Yf\ l`] f][]kkYjq afklaf[l lg ljYfk^gje l`] nYjagmk h]ghd] afngdn]\ aflg Y `Yjegfagmk ]fk]eZd]& >gj Yo]%afkhajaf_ AHGk Yf\ o]dd%]Yjf]\ applause, visit ooo&\]&]q&[ge >gj egj] af^gjeYlagf$ hd]Yk] nakal gmj klYf\ Yl l`] ?]jeYf =imalq >gjme gj [gflY[l Dmlr ?& >j]q$ H`gf] #,1 .)1. 11. *.)*-$ dmlr&_&^j]q8\]&]q&[ge Introduction “China will not win the next 50 years with its political system” Interview with Prof. Dr. Norbert Walter about China's sustainability, speculative bubbles and overexploitation of its own heritage. Conference Magazine: Prof. Walter, keyword China: are we talking here about a developing country or a superpower? Walter: China is the most important emerging nation, with catch-up processes and considerable potential, almost everywhere in the country. China is becoming Number 2 in the world, it already is economically in this runner up position, but it is still behind the USA. Conference Magazine: And what about India? Walter: In the last three decades, China has provided more people with the chance of reasonable brighter living conditions within its system than anywhere else in the world. I am not observing this in India. Prof. Dr. Norbert Walter was chief economist of the Deutsche Bank and Head of DB Research until the end of 2009. He is now managing director of Walter & Daughters Consult, his own company. Prof. Dr. Norbert Walter Conference Magazine: The demographic trend is one of the points which differentiates China from India. How quickly will China go downhill due to old age? Walter: Pretty quickly. China is approaching the fatal situation where it will not have enough young qualified skilled workers which the country urgently needs for it to catch up with industrial countries. This will already be the case in five years. Do not confuse this though with the overall supply of workers which China will not be short of due to employees leaving rural areas and State-owned enterprises. Conference Magazine: Shouldn't China simply abolish the one-child policy? Walter: They will almost certainly do that but it cannot produce a quick change. Added to this a disproportionate amount of boys was born in the last few years – 127 boys were born for 100 girls –, however, future children will be born by women, thus demographic recovery is a far off phenomenon. Conference Magazine: To quote somebody famous in recent German public debate, is China therefore “abolishing itself”? Walter: China is a bit too vast to be overwhelmed by mass immigration. Also, for selective immigration you would need regions in which there is an excess of Page 8 Deutsches Eigenkapitalforum Fall 2010 Introduction women. This, however, is not the case in any important country in the world. Also not in India. Conference Magazine: Welfare losses, direct and indirect, threaten China not least due to its handling of public goods, namely water, air, soil. Walter: The demographic problem is not yet affecting the country now. China's ecological problems are not new though they are now resulting in dramatic implications for the food chain and living circumstances. The next five-year plan will most certainly systematically adopt these issues. The measured increase in consumption in China is becoming more modest, as in future it will have to reallocate resources for environmental conservation. This means lower growth rates for China overall in the near future. Conference Magazine: Is China enlisting help to cope with this task? Walter: It's interesting that Germany is an important research, development and industrial partner in this process. China is very curious and open in terms of developments which are made in Germany in these sectors. Deutsches Eigenkapitalforum Fall 2010 Page 9 The Taylor Wessing Capital Markets Team is at the forefront of tomorrows’ financing solutions www.taylorwessing.com Introduction „In certain coastal towns are some luxury amenities which not even Ludwig II would have been able to afford.” Conference Magazine: Recently a speculative price bubble on the Chinese real estate market was often diagnosed from afar, is this true at all? Walter: There is certainly a hypertrophic development of real estate prices in some coastal towns. There are some luxury amenities which not even Ludwig II would have been able to afford. This needs to be corrected. China is more though than a few coastal towns. It looks very different in rural areas. If there is anything to find fault with, then rather that there is an undersupply of reasonable accommodation for the mass of Chinese people. Conference Magazine: What's the situation with the exchange rate which China habitually is massaging? Walter: Specifically the Anglo-Saxon school of thought considers it to be the most normal thing in the world to use exchange rate policy as an instrument of national economic policy. I have a big problem with this. If there is the same economic problem all over the world, then everyone also wants to do the same thing at the same time. Since the exchange rate reflects the relationship between two currencies, both sides cannot be helped by both devaluating, since this is logically impossible. As the global economic situation currently shows, the exchange rate cannot be the method of choice. Page 10 Deutsches Eigenkapitalforum Fall 2010 Conference Magazine: China has done pretty well with its attitude towards the exchange rate. Walter: China is one of the few countries that has controls on capital movements. In other words: unlike other countries, the Chinese can actually effectively implement what they want regarding the exchange rate. They do this, however, at a price. Conference Magazine: The dollar currency reserves accumulated over the last few decades also mustn't lose too much value though, aren't the USA and China in the same boat? Walter: While this at first glance is the case and is coined the “locking in effect” of big holdings of assets, it cannot stand in the way of correction, since continued accumulation only increases the cluster risk of investing in one asset class. Hong Kong Introduction Conference Magazine: Do you suggest this causes diversification in tangible assets? Walter: China is purchasing mines, whole companies and other currencies. By all means tangible assets. This has implications for the USA as it must then acquire other depositors to invest in US state bonds etc. It must persuade them though, it must win them over. They will certainly not succeed in this with the promise of devaluing the dollar and offering only low interest rates. Conference Magazine: That doesn't sound very uplifting. What's your prognosis? Walter: For the USA this quite clearly means tightening its belt. It is a thing of the past that the United States is the only country which produces world currency reserves. The US savings rate will increase, its consumption growth will decrease. Conference Magazine: So does China then possibly have the better economic system? Walter: China did well in the last few decades to not give up certain hierarchical structures and also to not take over the western finance system and/or parts of it. However, China will not win the next 50 years with its political system. The best advice would be that Peking should become like Hong Kong before it was returned to China. Conference Magazine: Prof. Walter, many thanks for the extremely interesting conversation! This interview was conducted by Falko Bozicevic. Advertisement Anzeige Designated Sponsoring Enabling your long-term success in the capital markets. Are you looking for a bank as your partner for your IPO, capital increase, secondary offering or as designated sponsor? If so, you should base your decision on two important criteria: you need a partner that provides permanent, individual and pro-active support and has strong placing power. HSBC Trinkaus offers a unique constellation of advantages in the German banking sector. Benefit from our advisory, equity capital market and corporate broking specialists’ many years of experience in the markets, combined with the service policy of a traditional German private bank and profit from HSBC’s placing power as one of the world’s leading banking and financial services organisations. HSBC Trinkaus & Burkhardt AG Corporate Broking Königsallee 21/23 D- 40212 Düsseldorf Phone +49 211 910-4466 www.hsbctrinkaus.de Introduction New investors always welcome New private equity fund for German SMEs invests long-term Many investments in growth and innovation projects cannot be financed with debt capital alone and require private equity. However, insufficient equity can hinder the growth of enterprises and prevent them from making investments in innovation – particularly now, as the economy is on the upturn. Albrecht Deißner has been respon sible for equity financing at KfW since 2004. Beforehand he was the Head of Department for Start Ups at the formerly independent Deutsche Ausgleichsbank, Bonn. With the new “Eigenkapitalfonds für deutschen Mittelstand” (Private Equity Fund for German SMEs), KfW Bankengruppe and Commerzbank want to address the need of many small and medium-sized enterprises in Germany for flexible and entrepreneur-friendly financing offers. The fund complements the products already available on the market. Its aim is to sustainably strengthen the equity base of small and medium-sized enterprises. Albrecht Deißner, Head of Product Devel opment and Private Equity Financing, KfW Bankengruppe Fund volume of up to EUR 500 million The private equity fund for German SMEs has an overall volume of up to EUR 500 million, with the two anchor investors contributing an initial volume of nearly EUR 100 million each. KfW and Commerzbank are looking to attract further investors to the fund. Banks, insurance companies, pension funds or family companies that wish to participate are welcome to join at any time. The fund is available to unlisted small and medium-sized enterprises in Germany across all sectors with an annual turnover of up to EUR 500 million. An equity investment can be between EUR 10 and 30 million. Photo © KfW Focus on family enterprises German family enterprises and their sustainabilityorientated corporate development are the focus of the new private equity fund, which is designed for an investment horizon of up to eight years, a longer-term commitment than is usually customary in private equity funds, and takes into account the specific private equity financing requirements of small and medium-sized enterprises. To meet these specific requirements, the private equity fund offers the following key features: • The minority equity interest is acquired at market conditions and is invested in the enterprise in the form of genuine private equity. Such additional private equity enables the enterprise to finance expansion investments and to bolster its sustainable development. Moreover, the aim is for longer-term equity investments. Page 12 Deutsches Eigenkapitalforum Fall 2010 Introduction • SME-friendly exit policy that gives first preference to existing shareholders, for example by granting them a buyback option. The private equity fund for German SMEs is quite different from the leveraged buyout models which are widespread in Germany as well and usually aim for complete control of the enterprise and short-term profit maximization. On the basis of a sophisticated selection procedure, KfW and Commerzbank have assigned Munich-based Afinum Management GmbH to be the manager of the private equity fund. Afinum is an independent investment fund specialized in equity investments in small and medium-sized enterprises. Afinum makes independent decisions Afinum will make investment decisions for the fund independently on the basis of the investment criteria and the SME-friendly parameters of the fund concept. The fund manager is also the first point of contact for enterprises seeking private equity. An Advisory Board composed of fund investors supervises the investment directives and decides in the event of possible conflicts of interest. In Afinum we have found a competent partner for the fund management who is able to implement the core concept of the new fund – to create equity investment conditions that are SME-friendly and individually tailored to the needs of the entrepreneur. Advertisement Ausgewählte Wachstumsfinanzierungen durch VENTIZZ: Wir finanzieren und beschleunigen Wachstum in den Bereichen $(0 7HFKQRORJLHV +ROGLQJ $* • Erneuerbare Energien • Wertschöpfungsintensive Fertigungsindustrien • Informations- und Kommunikationstechnologie • Medizintechnik info@ventizz.com – www.ventizz.com Introduction “The entrepreneur will still be the boss” Interview with Dr. Axel Nawrath, Member of KfW's Executive Board Conference Magazine: Dr. Nawrath, why have KfW and Commerzbank initiated a private equity fund for German SMEs? Nawrath: Many are talking about the equity base of small and medium-sized enterprises, but hardly anyone is providing new impetus – we want to change that. The new private equity fund concept is specially tailored to the needs of SMEs, so we are setting new standards. Conference Magazine: What sets the new fund apart from similar offers available on the capital market? Nawrath: This private equity fund offers genuine private equity which remains within the enterprise and is used to finance its growth. What is important is that the private equity is acquired without leverage, so no liabilities devolve on the enterprise. In addition, the fund invests in the long term and individual shareholdings can be kept for up to eight years. The overall term of the fund will be a maximum of 14 years. Conference Magazine: So KfW will have a say in the enterprises' business decisions? Nawrath: Clearly no. We have appointed Afinum Management GmbH, an independent external fund manager, to manage the fund; it will not interfere with the management of the companies' operations but rather support them with expertise and contacts as and when necessary – usually at Dr. Axel Nawrath has been a member of the KfW management board since 2009. Before that he was Secretary of State at the Federal Ministry of Finance for three years. He has also held positions at Deutsche Börse AG, the Federal Fiscal Authority and the Federal Audit Office. Dr. Axel Nawrath, Member of KfW's Executive Board the level of the existing regulatory and advisory bodies. The investors, and that includes KfW, will not interfere with this process nor influence the enterprises in which the fund will invest. Conference Magazine: The entrepreneur will remain independent to make decisions? Nawrath: As the fund will only enter into minority shareholdings, the entrepreneur's autonomy is ensured in any case. He will continue to be the boss but will give the minority shareholder – in this case Afinum – reasonable rights of co-determination and control. Conference Magazine: What returns do you expect this fund to deliver? Nawrath: We want to attract additional private investors to the fund, so we have to offer market-conforming conditions. The fund wants to offer the enterprises SME-friendly terms and conditions, but it also wants to meet the return expectations of private investors. Our target is ten per cent and more after costs. Conference Magazine: What does the exit scenario look like? Nawrath: The fund management and the entrepreneurs will determine the preferred exit and the exit strategy jointly at Page 14 Deutsches Eigenkapitalforum Fall 2010 Introduction the start of the equity investment. The preferred scenario is to have the entrepreneur buy back the shares, but it may also be the preparation of a successor arrangement. Only where an entrepreneur himself does not wish or is unable to buy back the shares, will other exit scenarios come into consideration. Conference Magazine: What criteria must a small or mediumsized enterprise meet to obtain equity from the fund? Nawrath: The enterprises must be structurally sound and have positive growth prospects. All investment decisions will be based on an in-depth analysis of the strengths, weaknesses, risks and opportunities of the respective enterprise. Conference Magazine: Is KfW planning any further financing products in the field of private equity finance? Nawrath: In our private equity financing, we apply the same rule as in other areas of promotion – to constantly review our product range and optimize it in accordance with changing market conditions. Initiating the new Private Equity Fund for German SMEs has been an important step in this direction. We also plan to introduce some innovations in the area of venture capital in 2011. Conference Magazine: Dr. Nawrath, thank you for the interview. The interview was conducted by Falko Bozicevic. Advertisement © 2010 KPMG AG Wirtschaftsprüfungsgesellschaft, a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative („KPMG International“), a Swiss entity. All rights reserved. Printed in Germany. Do you want to enter future oriented markets? We are expecting you. KPMG advises clients on cross-border issues to manage their growth agenda in a dynamic changing world. As one of the world’s leading auditing and advisory companies, we provide our clients with a broad range of services in the fields of Audit, Tax and Advisory. We help you to develop business strategies and invest in new markets, especially when it comes to financing, investment, IPOs and strategic alliances. We assist in guiding our clients through the maze of IPO complexities from a regulatory, financial and tax perspective. For more information please contact: KPMG, Dr. Robert Gutsche, Telephone +49 30 2068-4282, robertgutsche@kpmg.com www.kpmg.de/ipo Introduction Not just another “Mega-Trend” Sustainability issues will have an increasing impact on financial business The public, institutional shareholders, the media and Non Governmental Organizations (NGO) have all increased their focus on how companies and banks manage sustainability issues. Important role for the business relationship Potential reputational risk has increased, as can be seen from sustained NGO campaigns against the Royal Bank of Canada (oil sands) and Nestlé (palm oil) in recent months. Sustainability or reputational risks arise where banks provide financial services to clients whose activities have – or are perceived to have – an adverse impact on the environment or society. Financial services do not only include lending, but also bond issues and initial public offerings (IPO). Different organizations monitor financial institutions tracking the operations of the private financial sector and their effect on people and the planet. One of them, BankTrack, launched a benchmark research project to stimulate large, international banks to develop adequate credit policies for critical sectors and issues in a transparent and accountable way. Marc Bernhof, Associate Director, Credit Sustainability Risk Manager, HSBC Trinkaus Steffen Pörner, Director, Head of Corporate Communications, HSBC Trinkaus tors in 2003, including Chemicals, Defense, Energy, Forest Land and Forest Products, Freshwater Infrastructure and Mining and Metals. The sector risk policies are based on international standards of good practice like The Equator Principles and consider the thoughts of clients, shareholders, NGOs and industry associations. These policies are applied regardless of the value of the transaction or size of the business. They set out standards to be followed when lending or investing in companies or projects and specify areas where an involvement is prohibited or restricted. If a customer is currently not compliant with one of HSBC’s sector policies but shows a credible path to be so, HSBC will consider supporting the customer. That is Figure 1: Definition of Sustainability Economic Logo used by BankTrack for their benchmark research project in 2007 Source: BankTrack, “benchmarking the credit policies of major international banks”, 2007 Corporate Sustainability HSBC’s approach HSBC aims to run a sustainable business for the long term and seeks to embed social and environmental issues into its daily business. Amongst others it already developed its own policies for socially and environmentally sensitive sec- Page 16 Deutsches Eigenkapitalforum Fall 2010 Social Source: HSBC Environmental Introduction Figure 2: HSBC’s Policies Forest FreshLand water & Forest Products Chemicals Energy Mining & Metals Defense lity Risk Managers in 26 countries, who mainly work in Credit & Risk. They help to implement HSBC’s sector policies and ensure that the wider risk management community is trained in sustainability risk. (Source: HSBC) because HSBC believes it can make a bigger contribution if it remains engaged with clients and support them as they work to improve the environmental and social impacts of their businesses. Group Corporate Sustainability is part of Group Management Office (GMO) in London and works closely with other GMO functions, Customer Groups, Corporate Real Estate, Purchasing and IT. HSBC reviews the sector policies regularly and maintains a global network of 49 Sustainabi- Conclusion Financial institutions and their customers will do well to implement sustainability policies and to clearly communicate their intentions. Sustainability will increasingly gain attention and will not fade away. Policies such as those of HSBC could help to mitigate reputational risks and to meet the needs of the shareholders and the wider economy, the environment and society as well. Therefore: mind the gap! Advertisement 12. DEUTSCHER EIGENKAPITALTAG DES BVK © JMB | Foto: Jens Ziehe Der Deutsche Eigenkapitaltag des Bundesverbandes Deutscher Kapitalbeteiligungsgesellschaften (BVK) ist die wichtigste Konferenzplattform der deutschen Private Equity-Branche. Mit seinen Gästen aus Politik und Gesellschaft sowie der Finanz- und Wirtschaftwelt diskutiert der BVK auf seiner größten Jahreskonferenz aktuelle Herausforderungen und Entwicklungsperspektiven für Private Equity in Deutschland und Europa. 12. Mai 2011 Glashof des Jüdischen Museums Berlin Lindenstraße 9-14 l 10969 Berlin The ‘Deutsche Eigenkapitaltag’ of the German Private Equity and Venture Capital Association (BVK) is the biggest and most important annual conference on private equity in Germany. Together with renowned representatives of political and financial institutions the BVK will discuss current issues of the private equity industry – for instance if Germany needs a new private equity culture or how private equity investors see the future of the private equity business in Germany and Europe. Introduction “It's the owners who have to decide what they are prepared to pay” Interview with Dr. Jens Maßmann, Partner at Ernst & Young, about pain thresholds, responsibilities and international practices with management board salaries. Conference Magazine: Dr. Maßmann, how do you assess the current discussions about the appropriateness of management board salaries including the subsequent legislative proposals? Maßmann: There is a difference between the two. German management boards have actually always earned comparatively moderately, at least seen internationally. Development was always in parallel to the company's economic development. If you compare the years 2004 and 2008/09, which had a similar economic situation, then you can see that salaries are also at a comparable level. It is an inflammatory subject ... Conference Magazine: ... and it's obviously fun to talk about. Maßmann: That's always been the case. As a young professional footballer you do not only usually earn more than German managers, but you are also in the job for longer and almost certainly with less qualifications and other responsibilities. In the meantime roughly a third of all management boards is replaced every two years. Dr. Jens Maßmann has been a partner since 2003 and is responsible for the management of Performance & Re ward in Germany, Austria and Switzer land as well as the EMEIA area at Ernst & Young GmbH Wirtschaftsprüfungs gesellschaft. Dr. Jens Maßmann, Partner, Ernst & Young Conference Magazine: To what extent is this discussion understood outside Germany, is this another case of German navel-gazing? Maßmann: This discussion is currently topical all over the world, Germany is not an isolated case. What's new is that due to this synchronicity an international comparison of salaries and remuneration systems is taking place. Conference Magazine: It is often claimed that German top managers must be much better paid because otherwise they will migrate abroad. Maßmann: You also have to see management board salaries as insurance premiums against the risk of failure. From a company's point of view, the main priority is that it is well managed. Then it's not as important whether top managers earn EUR 1 or 2 million more or less. Dax companies make profits in the billions. Major companies will therefore always be prepared to also pay certain premiums. “Major companies will always be prepared to pay certain premiums” Page 18 Deutsches Eigenkapitalforum Fall 2010 Conference Magazine: How far should we go with regulations, where is the pain threshold? Introduction Maßmann: It may be that managers say that it's no longer attractive to be in management. There is no question that transparency is important. However, once transparency has been established, there is no reason to regulate any further. At the end of the day it is still a free market economy. It's the owners who have to decide what they are prepared to pay. IPOs / listings Corporate actions Alternative financing instruments Designated Sponsoring Mergers & Acquisitions Capital markets consulting International road shows Conference Magazine: Looking towards the future: what is still to come? Maßmann: There will be more regulations. At the same time the desired result will systematically not be achieved. Anyone calling for Photo © MACLEG - Fotolia com Conference Magazine: Shareholders can already be involved in decisions about the remuneration system, although not about the actual amount, at annual general meetings. Maßmann: The remuneration amount is also implicitly agreed. On the whole, the legislator has remained rather vague here in its differentiation. The difference appears somewhat contrived to me. Conference Magazine: Aren't it usually the enormous severance payments which often provoke indignation? Maßmann: That's not the way I see it. With involuntary resignation you at best receive the equivalent pay out of the remaining term of your employment contract. At the same time as management you can't take on just any other job, i.e. you have to potentially reckon on longer periods out of work. It is also possible that your reputation has suffered. Research Rights issue IPO Rights issue Sole Lead Manager Entry Standard 10-2010 Joint Lead Manager Entry Standard 08-2010 Settlement Agent General Standard 08-2010 Rights issue Rights issue Rights issue Sole Lead Manager Entry Standard 08-2010 Sole Lead Manager Entry Standard 05-2010 Sole Lead Manager Entry Standard 03-2010 IPO Designated Sponsoring Research Rights issue and admission of new shares with prospectus General Standard since 01-2010 Sole Lead Manager and Sole Bookrunner Prime Standard / 12-2009 Designated Sponsoring Research Admission of new shares with prospectus Prime Standard since 12-2008 Sole Lead Manager General Standard / 05-2008 Designated Sponsoring Research Designated Sponsoring Research Designated Sponsoring Research General Standard since 02-2008 General Standard since 08-2007 Prime Standard since 07-2007 Sole Lead Manager Entry Standard 02-2010 Share buyback Sole Lead Manager Prime Standard 11-2009 until 01-2010 Conference Magazine: Should legal interference in remuneration systems be kept restricted? Maßmann: The new legal regulations force remuneration to be much more balanced and evenly distributed. This removes the link between payment and performance. This is a dubious idea. transparency must also allow for the alignment of German salaries with international practices. Conference Magazine: Dr. Maßmann, many thanks for the interesting interview. References (excerpt) Representative office of biw Bank fuer Investments und Wertpapiere AG Interview conducted by Falko Bozicevic. Deutsches Eigenkapitalforum Fall 2010 Mainzer Landstrasse 61 D - 60329 Frankfurt am Main Page 19 Dirk Blumhoff / Ralf Hellfritsch Phone +49 (0)69-71 91 838-10 E-Mail Internet info@bankm.de www.bankm.de Introduction Social media in financial communications How you can reach investors in social networks Social networks such as Facebook, Xing, LinkedIn or Twitter offer new possibilities for addressing private and institutional investors. Our thesis is that companies can reach new groups of people with the help of these strongly expanding internet services, develop a direct reverse channel for investors, set up a virtual community. Costs can be kept relatively low and the related risks are manageable. A lot of people have become active in social networks … User statistics of such services speak for themselves. Here is just a small selection of the broad range of statistics which is currently been published in the media: in Germany 42 percent of internet users aged between 14 and 49 are registered in a social network. The number of users worldwide is expected to be even 60 percent. The market leader Facebook alone has around 500 million members in the whole world.1 At present, no other channel of communication is growing more strongly than this one. Of course, there is plenty of room for stock exchange-related topics, too. Alexander von Preysing, Head of Issuer Edda Vogt, XETRA Marketing, Deutsche Börse Group Services, Deutsche Börse Group these (potential) investors everything of importance is happening in their network. According to US-American universities, e-mails are deemed to be rather passé these days. … and an increasing number of professional investors … particularly investors of tomorrow People under the age of 30 labeled “native digitals” especially use such Web services to communicate with their environment and to keep themselves updated. For Photo © Photojog - Fotolia com 1) Sources: Socialnomics.net, Internet World, Nielsen, Fittkau & Maaß Social networks such as Facebook, Xing, LinkedIn or Twitter offer new possi bilities for addressing private and institutional investors. Page 20 Deutsches Eigenkapitalforum Fall 2010 Social networks are no longer exclusively reserved for private gossip and rumour. Internet services such as the international LinkedIn or the nationally relevant Xing have always been recognized as b2b networks. Recently, private matters are also being discussed here. On Facebook in turn, which is formerly known as the best location for exchanging gossip, there are more and more institutional participants in the field. An estimated 20 percent of Börse Frankfurt’s 2,000 Facebook friends can be allocated to all sorts of institutional clients from the financial industry. FINRA, the U.S. American broker association, has reported that “a younger generation of U.S. investment advisors is pushing employers and industry regulators to allow them to use social networking websites like Facebook and Twitter to communicate with customers”. Another example is Deutsche EuroShop AG which is very active in the field of investor relations in social media. According to them, one fourth of its Facebook group members are analysts and investors. (www.facebook.com/#!/desag). Introduction Every network has a different mentality As different as your target groups are, social media services differ just as much. Therefore, companies should thoroughly consider whom they want to address, how and with which message. YouTube: Video clips with comment function A lot of people still consider YouTube to be an internet exchange for fun films. In contrast, the world's biggest online video site has importantly developed a lot since then. With a daily click rate for videos of more than 1 billion, all sorts of film content has in the meantime become available there. After Google, YouTube is the most widely-used search engine worldwide. The functions to comment on video clips, to subscribe and recommend them make YouTube a social network. Advertisement MARKTSTARK. UNICREDIT. Der Erfolg unserer Transaktionen in 2010 zeigt, dass Emittenten und Investoren ihr Vertrauen zu Recht in die UniCredit gesetzt haben. Die Basis: bedingungsloses Engagement, innovatives Denken und ein europaweit erstklassiger Zugang zu den Märkten. Q-Cells SE Q-Cells SE Sky Deutschland AG KUKA AG Heidelberg Cement AG EUR 128,700,000 EUR 127,600,000 EUR 177,400,000 EUR 45,400,000 EUR 190,400,000 Convertible Bond Rights Issue Rights Issue Rights Issue ABB Secondary Joint Bookrunner Germany Joint Bookrunner Germany Joint Bookrunner Germany Joint Bookrunner Germany Joint Bookrunner Germany October 2010 October 2010 September 2010 June 2010 April 2010 Diese Anzeige wurde von der UniCredit Bank AG, Mitglied der UniCredit Group, veröffentlicht. Die UniCredit Bank AG wird von der Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) reguliert. Introduction Channel Börse Frankfurt at YouTube Topics: Second-hand utilisation of a film for newcomers, TV interviews and panel discussions. Since: April 2008 23 uploaded films More than 160,000 views since the beginning 150 subscribers www.youtube.com/user/BoerseFrankfurt Source: Deutsche Börse Open for criticism? date with status messages (and links, pictures or videos, if you like). Companies operate Facebook pages, and members identify with them. In the meanwhile, many other web pages have incorporated the “Like”-button on their websites and users can immediately tell their network what they like. What makes Facebook an interesting back channel is the fact that members are much less anonymous than in forums or on YouTube. They might use fake names, but they are always visibly present with their networks. They are real users, there is almost no spam on Facebook and discussions are mostly led constructively. Nevertheless, the same rules still apply to criticism, namely to approach it openly and equally. The comment function on YouTube, a service which is of course actively used, seems to be a challenge for many companies there. The YouTube community equally criticizes and praises contents. Comments aiming below the belt can easily and understandably be deleted if editorial guidelines for discussions have been provided. Basically, there is often a reason why contents get criticized and thus there is the possibility to respond to it in a suitable manner. In our experience, dealing with critical comments has always stolen away the thunder of the harshest critics. Facebook: Building a Community At the moment, Facebook is the most widely used network worldwide. If Facebook was a country, it would be number three after China and India, ranking even higher than the USA. In this “country” you can keep your network up-to- Twitter: Disseminator for real-time messages facebook.com/boersefrankfurt Topics: Everything worth broadcasting in real-time, e.g. the IPO of a company featuring pictures from the floor, the current results from the weekly sentiment, but also betting games, book reviews etc. Since: February 2010 1,800 friends, 700 of which active per month. An average of 20 new friends per day Source: Deutsche Börse Page 22 Deutsches Eigenkapitalforum Fall 2010 Even though the Twitter world is limited to 140 characters per message including links, the information service is still growing. Companies and news services use Twitter for spreading news of all kinds, and the followers tweet it to their network. Side effects are unknown. Our conclusion: It is worth it It is not yet clear where social networks are going. Things that work today can be different tomorrow. Nevertheless, we now have the chance to gain important experience in social Introduction networks. The effort is reasonable. However, one has to stick with it and follow what happens on their accounts in order to be able to react if necessary. Discussions and gossip – also about you – are unavoidable in social networks anyway. It is always better to follow the discussions and contribute to twitter.com/boersefrankfurt Topics: Everything worth broadcasting as original Tweet, market news as feed. Since: February 2009 1,600 Followers Source: Deutsche Börse them if necessary. Authenticity and relevance are best received. It does not need to be entertaining, but having a little fun in what you do is helpful. Apart from that, the trial and error principle applies. In the worst case, nobody clicks the “Like”-button – and up until now, there is no “Dislike”-button. Advertisement www.roelfspartner.de The fastest way to transactional success Whether you are planning to buy, sell or cooperate with another business – RölfsPartner has a dedicated transaction team of financial and tax accountants, management consultants and lawyers helping you to get wherever you want to go. Our specialists in the Competence Center Transactions can manage the complete transaction process: One-Stop-Transactions – from strategic planning to post merger integration. We also offer individual transaction services like financial due diligence, tax and legal structuring, contract drafting, valuation and post merger integration. Take advantage of our interdisciplinarity and longstanding experience. Introduction Future now Electronic voting boom ahead? Do you like paper-based voting procedures? Any adult is familiar with them, because they are often used for parliamentary elections and shareholders’ meetings. Nowadays, there are modern alternatives which use environmental reserves more carefully. Are you in touch with them? If you do not want to use paper any longer, you might wonder what alternatives exist. One possibility is to use radio- or WLAN-based variants. Our most flexible solution is called “EVOS interactive” – EVOS is the abbreviation for “Electronic Voting System”. It combines G+B i-nteraktiv, using modern iPod touches, with our established and successful registration and voting tools. Where can you find them? Haubrok Corporate Events GmbH, Germany’s second biggest supporter of shareholders’ meetings, and Gahrens + Battermann, one of the leading supplier of technical media equipment in Germany, are partners for using this technology at upcoming AGMs. We have an exclusive cooperation for this use. At the German Equity Forum you can get a first impression of this powerful combined system in a conference environment. You can get an iPod touch at the entrance area of the investor conference (upper level) that is exclusively connected to your person. German Equity Forum ahead Check out the “Eigenkapitalforum App” on the iPod touch screen (if you prefer, you can download this App from the App Store to your personal iPhone, too). There you can find all relevant information about the German Equity Forum. You can access the complete program and arrange your personal schedule. So you will not miss any interesting events. Furthermore, you can find basic information about all presenting companies and more detailed information about capital seeking companies and their representatives. Additionally you can view floor plans of the entire exhibition and conference area to find the interesting events you would like to attend. Additionally, you can use the evaluation function and vote real-time on the quality of each speech and presentation at Page 24 Deutsches Eigenkapitalforum Fall 2010 Torsten Fues, Haubrok Corporate Events Dirk Hesse, Gahrens + Battermann the investor conference and any other forum. Those functions are comparable to the voting functions in a shareholders’ meeting, though naturally at Germany Equity Forum the rule is “One vote per head” instead of “One vote per share”. Check it out You can get an idea of voting in a shareholders’ meeting from the images. At the beginning you see the company logo, then the voting screen appears and the agenda item to be voted on is described at the top of the screen. Then you decide whether you are for or against the proposal by touching the “Yes” or “No” button. You can change your vote until you send it. That is done by touching the tick. The vote then is finally transferred into the voting report and a receipt is shown. Conclusion There is no question that paper based variants of voting are in the majority. However, environmental arguments such as sustainability are becoming more important and electronic voting systems are becoming simpler to use and more and more attractive, these systems clear the way. Most people get used to such tools. They are the future, and we are proud to be part of it. UNSER PROGRAMM FÜR DIE ZUKUNFT: ERP-INNOVATIONSPROGRAMM Sie suchen Unterstützung bei der Realisierung Ihrer Idee? Nutzen Sie unser Förderangebot für etablierte Unternehmen und Freiberufler. Die KfW unterstützt die Forschung und Entwicklung innovativer Produkte, Verfahren oder Dienstleistungen sowie deren Markteinführung mit günstigen Finanzierungspaketen. Mehr Informationen erhalten Sie bei Ihrer Hausbank, unter www.kfw.de oder direkt über das Infocenter der KfW. Tel. 0180 1 241124* * 3,9 Cent/Minute aus dem Festnetz der Deutschen Telekom, Mobilfunk max. 42 Cent/Minute. Die Zukunftsförderer Legal “Other challenges already exist alongside accounting, capital investment and corruption cases” Interview with Dr. Stefan Heißner, Partner at Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, about financial crimes such as fraud and compliance risks and how to deal with them in practice. Conference Magazine: Dr. Heißner, could it be said that during a crisis companies are closest to themselves and, therefore, fraud cases increase, also because they are then usually more tolerated? Heißner: The links cannot be presented in such sweeping terms. To begin with, during a crisis employees in a company, who for example are responsible for commercial success in sales, come under increasing pressure for success and thus a tendency towards marginal ethics grows. Even more, this is also related to the fact that these employees frequently have variable salary components which depend on sales success. In a survey which Ernst & Young carried out last year against the backdrop of the crisis, 25% of the employees surveyed in Germany alone admitted that they consider bribery payments to support the company in a crisis as morally justified, by the way in Russia 45% of the employees surveyed were of this opinion. Here in particular, this is the perspective of employees working in areas at risk of corruption and at best that of lower management. Conference Magazine: Isn't it interesting that major financial crime cases almost exclusively come to light in times of crisis, how do you explain that? Heißner: Well, at Enron and Madoff for example, the rigging was discovered as a result of insolvency. All major “fraud” cases have one thing in common which is that the public asks why rigging to that extent was not recognized at a much earlier stage. In my experience, and I have already been working in this field in different roles for almost 20 years, supervisory institutions, legislators and also companies have all been looking for answers, have analyzed famous cases in great detail and introduced measures over the years to prevent similar cases in future. The key words here are SOX regulations, the German Corporate Governance Initiative, the minimum requirements of compliance management systems in the finance sector and also fraudrelated auditing standards as well as an auditor's proposal of auditing standards for compliance management systems. Page 26 Deutsches Eigenkapitalforum Fall 2010 Dr. Stefan Heißner manages the Fraud Investigation & Dispute Ser vices Germany Switzerland Austria, Central & South Eastern Europe, CIS Division at Ernst & Young. Dr. Stefan Heißner, Partner, Ernst & Young GmbH Conference Magazine: How do they work? Heißner: Leading German companies have compliance management systems in the meantime which serve as a standard to other companies worldwide. Fundamental answers to an increasingly complex business life combined with incentive structures as well as organization and control weaknesses with fraud and corruption have been specified. Now it is all about the continuous further development of fraud and compliance management systems and their effective and efficient integration into companies' existing management systems. However, in the process we must not ignore that other challenges already exist alongside accounting, capital investment and corruption cases. Here I would like to explicitly address data protection, cartel cases and foreign trade regulation violations and blacklists. In my opinion, more themes will be added in future. Conference Magazine: And the Compliance Manager, who is not officially governed by management: what are your experiences with such a position? Heißner: The role of the compliance officer is meanwhile generally not only seen in companies listed on the capital market but also in owner-managed SMEs. I believe that Legal Conference Magazine: What needs to be considered? Heißner: What is really crucial in the management of fraud and compliance risks is that the existing risks, based on an individual risk analysis of business activities, are systematically recorded and assessed. All typological compliance risks such as bribery in purchasing, bribery by sales, accounting fraud, breach of trust cases by management, data protection violations, cartel violations etc. can have mitigating sanctions directed at them. For example, this might include carrying out targeted training of employees in identified risk areas as well as targeted controls aimed at individual risk indicators to be able to identify compliance violations in good time. All these activities must be subject Foto © iMAGINE – Fotolia com this position is necessary against the backdrop of a wide range of compliance requirements as well as the fact that historically seen fraud and corruption risks particularly were not really subject to focused management. At the same time it is not important for companies to now develop their own compliance departments in addition to existing organizational forms. The vast majority of elements which make up a compliance management system usually already exist in companies, even if “compliance” is not written on it. to constant monitoring and regular adaptation, also in the sense of a knowledge management system which constantly develops and adapts to the company's new challenges. And this is a compliance manager's key task. Conference Magazine: Dr. Heißner, thank you for the interview. The interview was conducted by Falko Bozicevic. Advertisement Holland Private Equity is a private equity firm focused on late-stage growth investments in small and midcap technology companies within the Netherlands, Germany and Belgium. Per transaction we deploy typically between Euro 10 to 20 million. Companies we invest in are typically already profitable and have the ambition to accelerate growth through additional sales and marketing, internationalization, back-office professionalization, product differentiation and M&A (buy-and-build). As an equity partner with a hands-on approach, we have built an advisory network of financial and operational veterans which we put at the disposal of our portfolio companies through long lasting partnerships. For more information, please visit our website www.hollandprivateequity.com or contact us directly to discuss your investment opportunity: Hans van Ierland, Managing Partner Gustav Mahlerplein 3 1082 MS Amsterdam The Netherlands Tel.: +31 20 7143400 Fax: +31 20 7143419 Tim van Delden, Managing Partner Legal China SOX Will Chinese companies adapt to the modern model of corporate governance? The “Basic Standards for Enterprise Internal Control” (“C-SOX”) were announced in the summer of 2008 by the Ministry of Finance, the China Securities Regulatory Commission (CSRC), the National Audit Office, the China Banking Regulatory Commission (CBRC) and the China Insurance Regulatory Commission (CIRC). The objective of the new regulations was to align the quality of the corporate governance and internal control systems of Chinese companies to international standards. It is intended that the regulations will one day extend to all medium-sized and large entities in China, and at least to all listed and state-owned companies. As a first step, only listed companies were to be obliged to publish reports in accordance with C-SOX by the end of 2010. Dr. Gebhard Zemke, partner of BDO AG, is specialized in auditing and con sulting international publicly listed companies. He is heading the Com petence Center China Desk and was part of the IPO teams of ZhongDe Waste Technology, Asian Bamboo, Vtion Technology and Joyou. Dr. Gebhard Zemke, Partner, BDO AG Wirtschaftsprüfungsgesellschaft The relevant reference framework for China SOX is provided by the worldwide familiar COSO Standards. Accordingly, China SOX prescribes five minimum elements for an effective control system: 3. Control activities 1. Internal environment Companies should establish a largely standardized corporate governance structure with clear process standards and clear decision-making and monitoring rules. The interrelationship of the annual general meeting, the board of directors and the board of supervisors, including the establishment of an audit committee, as well as a special committee that coordinates the progress on establishing internal controls, will be regulated. A strong internal audit function is a firm element of the structure, just as are clear standards for sustained personnel policies. Special mention is made of the creation of a modern and internationally acknowledged corporate culture. A minimum level of control measures and control fields to be established is demanded. This includes the comprehensive segregation of duties and clearly defined approval processes on the basis of an agreed framework of powers and responsibilities. Certified standard systems and welltrained staff should be used in the accounting system. A special catalogue of duties and responsibilities relates to the head of the accounting department and authorization systems for access to the accounting system. The control system furthermore includes a planning and control system that is to be established with due care, performance appraisals for employees and an early warning system for significant risks. 2. Risk identification and assessment 4. Information and communication systems On the basis of a comprehensive inventory of the internal (e.g. in relation to the personnel or the innovative capability) and external (e.g. in relation to the development of the economic surroundings or the environment) corporate risks, companies should define individual risk strategies, so as to be able to keep their risks under control at all times, with appropriate measures. For the reliability of information, it is necessary to follow firm rules for the recording, processing and utilization of information related to the internal control system, which should if possible be supported by IT. An effective system of internal risk communication is important, and the establishment of anti-fraud mechanisms, complaints systems and a whistleblower protection system is obligatory. Page 28 Deutsches Eigenkapitalforum Fall 2010 Legal 5. Internal monitoring In order to anchor a monitoring system that is independent of the processes, the scope of the committee for the internal monitoring of the board of directors and other organs of the monitoring system (such as the internal audit) has to be defined on the basis of powers, the matters to be monitored and the methods to be employed. The monitoring activity relates not only to the procedures, but in a much broader sense to the compliance with or amendment of corporate strategies, changes to the organization, the good conduct of executive staff, etc. Finally, regular reports should be issued to the supervisory bodies on the effectiveness, existing weaknesses and further development of the internal control system that has been established. The internal control system should then be audited once a year by an external auditor. the vast majority of listed companies in China had not established an effective control system or internal monitoring systems. This is connected with a different understanding in practice of corporate and management culture, which is strongly person-related and less rule-related. Accordingly, the successful implementation of China SOX will be closely linked to the readiness of the respective top management to open itself up conceptually to “modern risk management ideas” and to allow a change in the corporate culture. It is proving difficult in practice, particularly in ownermanaged companies, to create transparency in companies and to utilize this in internal and external communication. We also frequently encounter similar adjustment processes at German SMEs that are going public, but in a comparably more favourable environment with greater general acceptance of corporate transparency and modern corporate governance. Conclusion Far reaching challenges The implementation of China SOX is associated with tremendous challenges. Current corporate practice in China shows that many companies are not prepared for such a subject. It is well known that, until very recently, even It is noticeable that those Chinese companies that have contact with foreign investors and derive benefits from complying with the wishes and demands of institutional investors are the ones that are most prepared to get involved with western oriented corporate governance models. Advertisement Legal Commercial due diligence Requirements and benefits, also for “strategic” investors The market for business transactions in Germany has noticeably advanced since the middle of the year. The tenderers in this process include a large number of financial investors who primarily want to leverage their own capital with a more or less high level of external financing. This in turn increases the assessment requirements of the company that a financial investor wants to buy. In the meantime it is common that financial investors also commission management consultants in addition to financial due diligence and legal due diligence. These consultants must thoroughly examine the company strategy and analyse the diverse markets in which the company is positioned. However, “strategic investors”, which are tenderers from the same sector as the company to be sold, can benefit from an intelligently developed commercial due diligence. Dr. Rainer Mayer is Managing Director of the Commercial Due Diligences and operative restructuring specialized consultancy company maconda Corporate Development, Cologne. Since 2005, maconda has carried out over 150 commercial due diligences in different industrial sectors. Dr. Rainer Mayer, Managing Director, maconda Corporate Development A view to the future The cooperation with a specialized consultant for commercial due diligence is entirely new territory for the majority of companies. Suddenly, one has to comment on their very own business, strategy and markets, which no-one has ever externally questioned in detail. Even if one would gladly forego commercial due diligence, it has key advantages – which have at least been confirmed afterwards by companies “affected”. report they will clearly demonstrate if and why the analysed company “is moving in the right direction”. Such a report must therefore correspond with the high standards set by the risk department of the banks, that is, it must also withstand critical questions. It is important that the consultants express their opinion clearly – in the end investors and their banks want to know where they stand. Yet what really is a commercial due diligence? At its core it is the analysis and evaluation of different aspects of the company and its business field with a clear focus on the future. These range from relevant markets to the performance of the company and a strength and weakness profile. In all, it is a question of critically assessing the business model of the company and ensuring that it truly can be sustainably profitable. The higher risk for the capital investor in comparison to a traditional bank investment (keyword: liable capital) as well as the often complicated financing structure for large transactions with several banks and mezzanine investors explains the high initial analysis expenditures. Commercial due diligence Vast amounts of data and little time Commercial due diligence is much more than just purely compiling data. Within a short period of time – less than four weeks – the consultants must familiarize themselves with a previously unknown company and its business field. In a summarized Page 30 Deutsches Eigenkapitalforum Fall 2010 If a partner starts a sales process, this, in most cases, brings a lot of work for the management of the company along with it and therefore deviates from their daily business. This includes – almost on a hourly basis – meetings with investor and banks, telephone conferences with the consultants for commercial, financial and legal assessments, so-called Q&A lists to answer more or less detailed questions which are sent back and forth, and the compiling of requested data by the consultants amongst much more. As a consultant for commercial due diligence, a high level of sure instinct is needed. This requires good and close communication with the company, its management and the “neighbouring” team for financial and legal due diligence, in order to obtain the essential information for the assessment of a company and ensure its plausibility. However, this also serves as restricting the liability of the company. We have often seen that different Legal consultants working alongside each other do not coordinate with each other and often ask the same questions or require the same detailed documents. The fact that this is neither in the interest of the company nor the investor, is evident. Why not also for industry investors? The ordeal for the company does indeed end at some point. If experienced consultants were working on commercial due diligence, the management will make their advantages accessible even though it may often be at a later date. In this way, the company receives an experienced, critical partner for the duration of the due diligence. This brings new aspects into discussion and sheds new light on the company. This can also give rise to decisive strategic impetus – the management does not only become irritated by overtime but is open to new ideas. Furthermore, the professional analysis creates a high level of transparency. At best, this can lead to an improvement of the financial conditions, as previously raised question marks can be eliminated. Commercial due diligence is standard for most private equity investments. However, it is surprising that investors from the same industry as the company being sold, rarely fall back on this comprehensive mechanism. Of course, one knows their own sector, but does one really know the ramifications for the targeted company? Does one know all of their product brands and the regions served? Can this perhaps soon new investment really impose so easily on their own strategy? A large number of progress reports from companies and managers who are anything but satisfied with their new investment or their new parent company and expected everything to be quite different, speak volumes. Conclusion A commercial due diligence creates insights in a company which are extremely valuable for a responsible buying and financing decision both for private equity sponsors and strategic investors. The quality of the analysis is only beneficial, if it is presented as open-ended, that is, if commercial due diligence does not confirm a previously made purchase decision, but rather if it should result in a distancing from the investment. In order to make full use of all advantages, including a negative report, in the search for a “trusted advisor”, interested buyers should collect references from other investors and banks. The consultant should hereby have extensive experience in the differentiated analysis of companies and markets and not shy away from clear terms. It is better to have no deal than a bad deal. Advertisement Eigenkapitalforum 2010 Wir sehen uns! Stand Nr. 6.04 R · 22.–24. November 2010 Informationen und Terminabsprachen: Dr. Stephan Schleitzer, Tel. 069 971097-100, E-Mail schleitzer@buse.de, Neue Mainzer Straße 28, 60311 Frankfurt www.buse.de Berlin · Düsseldorf · Essen · Frankfurt am Main · Hamburg · München www.buseinternational.de Brüssel · London · Mailand · New York · Palma de Mallorca · Paris Sydney · Zürich Legal Other ways to go New securities disclosure rules and their effects on public M&A transactions in Germany A widely discussed topic in the context of public M&A transactions in Germany has been the so-called secret stake building in advance of a public takeover bid. Although German capital market laws request rather comprehensively the public disclosure of direct or indirect shareholdings in publicly listed companies within a certain threshold system (starting with 3% shareholding), there are still instruments available which allow secret stake building without triggering discloser requirements. The most prominent example for such instruments are “contracts for difference” (CfD). Although such instruments technically provide no access to the underlying shares for the bidder the risk hedging policies of the banking counterparts combined with the effects of a public takeover bid on the targets share price, makes it highly likely that the banking partners consider offering delivery of the underlying shares instead of cash settlement. The most visible examples for the utilization of such instruments have been the public takeover of Continental by Schaeffler and the attempt of Porsche to take over Volkswagen. The Government draft On 22nd September 2010, the German government introduced a draft of an Act on Strengthening Investor Protection and Improving the Functionality of the Capital Markets. This bill, amongst other topics, provides for a substantial extension of the existing obligations to publicly disclose indirect shareholding in publicly listed companies and aims to create more transparency, in particular, to prevent secret stake building. The proposed legislation adds a new Sec. 25a to the Securities Trading Act (WpHG Wertpapierhandelsgesetz) which changes the current system of an enumerative catalog of disclosure obligations by adding a comprehensive general clause which comprises all instruments which, due to their structure and commercial logic, give their owners the opportunity to acquire listed shares. This disclosure obligation is triggered if the shares attributed to the above referred instruments are equal to 5% or more of the entire voting rights of the company. Effects on public M&A transactions Assessing the proposed disclosure obligation it can be stated that the intention of the German legislator to substantially narrow down the possibilities for secret stake Page 32 Deutsches Eigenkapitalforum Fall 2010 Stephan Heinemann is a partner of Taylor Wessing and heads the Ger man Capital Markets team. He spe cializes in on and off market equity capital finance, listings, capital mar ket oriented corporate acquisitions and capital markets compliance. Stephan Heinemann, Partner, Taylor Wessing building in publicly listed companies has been achieved. In particular the use of the rather general language in the proposed Sec. 25a WpHG which links the disclosure requirement to a particular economic consequence of an instrument rather than to the instrument itself leads to the effect that all instruments which give their owner the factual or economical opportunity to acquire listed shares will fall within the scope of its applicability. This would in particular apply for CfD structures, swaps, call options with cash settlement, put options and similar instruments which so far have not necessarily been covered by the existing disclosure obligations. However, it is exactly this very comprehensive wording which has lead to the concern that the new Sec. 25a WpHG may not only become applicable to instruments like CfDs but also to standard preparatory agreements used in the early stage of basically every public M&A transaction, such as letters of intent, exclusivity agreements or lock-in agreements for major shareholders. More or less every public M&A process is initiated by a letter of intent and/or an exclusivity agreement. Both agreements are preparatory instruments in a process intending to acquire listed shares and, thus, from a pure literal understanding of the new law, may open up the opportunity to acquire listed shares. However, given the very preliminary nature of these agreements and their intention to initiate negotiations on share purchases rather than to procure these purchases Legal themselves, these types of agreements will usually not trigger disclosure obligations under the new disclosure provisions. considered as more likely than before that these types of agreements may trigger disclosure obligations in the future. Irrevocable undertakings Conclusion Lock-in agreements like irrevocable undertakings or conditioned share purchase agreements (“SPA”) may be more exposed to the risk of early disclosure. The meaning and purpose behind irrevocable undertakings and conditioned SPAs is to secure access to major shareholdings, before publicly announcing the takeover bid. Therefore, these agreements ultimately give the opportunity to acquire listed shares. Although it is argued that the acquisition prospects which result out of those agreements are very low due to the numerous conditions usually provided for, it must be If the proposed Sec. 25a WpHG will become enforceable law (which is expected to happen in spring 2011), secret stake building as a tactical measure for enhancing the success of a public takeover bid will become almost impossible. However, also very common preparatory transaction steps, such as the conclusion of lock-in agreements with major shareholders, will require careful review and drafting of the contractual language in order to avoid conflicts with disclosure rules or the obligation of a usually unwanted early disclosure of shareholdings in the target. Advertisement GOING PUBLIC? JUST PICK THE PLACE – WE WILL MAKE IT HAPPEN. BDO provides a comprehensive range of services associated with the public listing process, from performing initial audits of financial statements to undertaking due diligence and setting up the comfort letter. Our clients benefit from our extensive experience in cross border listings and from our international network of advisers. We have interdisciplinary teams of bilingual professionals who are experienced in legal and accountancy affairs as well as attuned to the cultural sensitivities of dealing with businesses from across these regions. For more information, please contact our country desks. BDO – audit, tax and business law advisory services for national and international clients of all sectors and sizes – a network of independent legal entities with member firms in 110 countries. BDO AG Wirtschaftsprüfungsgesellschaft Ferdinandstrasse 59 · D-20095 Hamburg Telephone: +49 40 30293-0 · www.bdo.de china.desk@bdo.de · india.desk@bdo.de · russia.desk@bdo BDO is a world wide network of public accounting firms, called BDO Member Firms, serving international clients. Each BDO Member Firm is an independent legal entity in its own country. Internal agreements and guidelines as well as publications and other statements or announcements of BDO do not aim at establishing a supranational legal entity nor are they suitable to give reason for the liability of BDO Member Firms for any acts or failures to act by other BDO Member Firms. Legal Driving value in the boardroom How to make use of increased duties to become a proactive supervisory board Today’s supervisory board chairs are sitting in the “hot seat”, whether they serve large corporations such as Siemens and Deutsche Telekom or smaller ones. Supervisory board duties have increased due to improvements in the German capital markets’ international competitiveness underpinned by recent legislation. Transparency and disclosure, management compensation and accounting law modernization are all issues that bring about new challenges. Liability issues loom large. Accordingly, the supervisory board needs to get more involved in a company’s operations: • Monitoring compensation means a new level of control over management. • As listed companies are now required to have a “financial expert” on their board, the supervisory board will request more information from management on financial matters. • The supervisory board will need to take a greater interest in strategic issues and topics with a potential impact on business development. The proactive supervisory board Concerns about increased liability raise the risk of excessive caution or over-zealous interference on the part of the supervisory board. A structured, proactive approach that combines controlling and advisory functions provides a viable way forward that can help drive value creation: • Discuss, agree and monitor quantitative and qualitative goals with management for each year. Important issues include financial targets, the action needed to achieve them, key projects, and assigning the right managers. • Get a proper picture of human assets – take a critical look at the middle management, the use of development tools, and succession planning. Volker Potthoff is an attorney with CMS and holds several supervisory board positions. He is a former executive board member of Deutsche Börse AG and was a member of the German Corporate Governance Commission. Volker Potthoff, Of Counsel, CMS Hasche Sigle • Turn budget discussions into an opportunity to check that business plans are on track. • Consider whether the vision and business plans are sound, and also whether the company has the capacity to execute them. • Request regular reporting on cash flow and financial stability, e.g. regarding possible breaches of financial covenants. Regular risk assessment is also vital. • If an exceptional situation arises that has a major impact on the business, support management in finding an answer; hold an extraordinary supervisory board meeting if necessary. The supervisory board (especially the chair) should support, rather than control, and encourage open discussion. A proactive approach acts as a driver for value and helps avoid liability issues. Good news for shareholders and other stakeholders! Conclusion: Be more proactive Despite the increasing focus of supervisory boards on operational matters, the legal situation remains that the management board has sole responsibility for the day-today management of a company; these functions cannot be transferred to the supervisory board. Nonetheless, recent legal changes mean that supervisory boards need to act proactively as well as more independently and, therefore, may have to tap the expertise of external advisors. Page 34 Deutsches Eigenkapitalforum Fall 2010 Dusseldorf • Frankfurt • Hamburg • Luxembourg • Munich • Paris • Vienna • Zurich Tailor-made solutions for our mid-market clients Hauck & Aufhäuser is one of the leading German independent banks engaged in Private Banking, Asset Management and Investment Banking. Our Investment Banking division provides financial advisory services to mid-market companies, Family Offices and financial sponsors in German-speaking countries. We offer comprehensive advisory services including Mergers & Acquisitions, Debt Advisory as well as Equity Capital Markets. In addition, our recognised equity brokerage team publishes highly respected Small and Mid Cap research and has excellent access to international institutional investors. The commitment to our clients means independent quality advice firmly based on thorough and comprehensive expertise in financial and capital markets. w w w . h a - i b . c o m Carl-Friedrich von Schumann Head of Equity Capital Markets Tel.: +49 (0)69 505 00 4995 Mail: Carl.Schumann@ha-ib.com Vincent Bischoff Head of Equity Sales Tel.: +49 (0)40 414 3885 88 Mail: Vincent.Bischoff@ha-ib.com Hauck & Aufhäuser Investment Banking • Neue Mainzer Straße 28 • 60311 Frankfurt/Main • Tel +49 (0)69 505 00 49 0 • Fax: +49 (0)69 505 00 49 66 Financing Growth capital for the German “Mittelstand” How private equity firms successfully support German mid-sized companies More and more companies are taking a serious look at the options private equity provides. And quite rightly so: For more than two years, the financial and economic crisis has been dominating companies and capital markets alike. As a result, many medium-sized businesses are being forced to revise their corporate financing. In short, equity ratios have to be increased to improve creditworthiness, helping insulate companies against crises and making them more independent of debt capital providers. Increasingly businesses are understanding that private equity financing is a possible alternative. Dörte Höppner is Managing Director of the BVK German association of pri vate equity and venture capital com panies. Prior to joining the BVK she headed the information and organiza tion department at DIW Berlin. Sufficient capital available The private equity industry has enough capital to invest in German companies. After the industry’s investment volumes dropped considerably in 2009, our association is expecting a considerable rise in business in 2010. The economy has bounced back and company valuations are once again possible. Last year saw about 1,200 German companies being funded with private equity, from startups to large corporations. As a result, the German eco- Dörte Höppner, Managing Director, BVK nomy recorded an inflow of almost EUR 2.7 billion to fund urgently needed growth. According to a survey among BVK members, the trend to minority investments and higher equity ratios is continuing. Unsurprisingly, one of the first larger-scale transactions this year was a minority Figure 1: Quarterly investment in Germany since 2008 2008: m€ 9,282 1,330 Companies 4,500 2009: m€ 2,738 1,208 Companies 600 4,000 500 3,500 3,000 400 2,500 300 2,000 3,944 1,500 1,000 200 2,407 1,714 1,258 1,217 500 346 353 I/09 II/09 1,569 780 100 673 0 0 I/08 II/08 III/08 Private Equity Investors (m€) IV/08 III/09 IV/09 I/10 Funded Companies Source: PEREP Analytics/BVK, Market Statistics = investments in Germany regardless of the nativity of financing Private Equity Investor Page 36 Deutsches Eigenkapitalforum Fall 2010 II/10 Financing stake assumed by KKR in the family-run business Rudolf Wild GmbH. Demand among German companies for new forms of corporate finance remains strong. The ratings of many companies are unlikely to improve in 2010, in many cases they may even take a turn for the worse as banks base ratings on 2009 figures. This is very likely to compound the financing situation of companies even further. Another funding issue faced by German medium-sized businesses relates to refinancing and follow-up funding for expiring standardized mezzanine program. The recipe for such program entering the market from 2004 on was simple: favourable mezzanine terms thanks to securitization. Outlook These program have, however, now fallen victim to the capital market crisis. And they won’t be back any time soon in this shape and form as the securitization market has collapsed around the globe and a more significant recovery isn’t on the cards. Mezzanine program are expiring over the course of the coming years. And this marks another significant challenge for medium-sized companies. The objective is to find new follow-up financing solutions for these funding components. Equity will gain even more significance against this backdrop and private equity firms will lend their full support to companies, helping them master the challenges ahead. Advertisement Focusing on Your Goals. Delivering Equity Solutions. Growth. Acquisition. Succession. Your goals and motives might be manifold – our solutions are tailor-made. Thanks to our profound market expertise, we develop state-of-the-art solutions for the financial needs of your company. With an integrated equity approach, WestLB offers customised equity and mezzanine solutions as a one-stop service. With more than 100 equity capital markets transactions, e.g. IPOs, capital increases, and 50 mezzanine transactions during the past years, as well as a current mezzanine portfolio of over € 200 million, WestLB is one of the key players for equity solutions. Christian Fuest, Head of Equity Solutions, Tel. + 49 211 826-8612 www.westlb.markets.com PARTNER OF THE GERMAN SAVINGS BANKS Financing WEPA case study Growth financing during times of financial distress As one of the consequences of the global financial and economic crises, small and medium sized entities found it difficult to obtain financing through bank loans and mezzanine capital. Private equity has become a more common source of financing in the last decade and is getting more important for the German “Mittelstand”. WEPA has set yet another example for a successful growth financing strategy in the mid-market. It shows how a family-owned business can improve its financial leeway through a private-equity fund after a large leveraged acquisition. Market consolidation and the importance of growth The WEPA Group, a leading German producer of hygiene paper, initiated the strategy “Growing instead of yielding” in order to maintain and expand its position in a capital-intensive and fast-changing market segment. Through organic growth and targeted acquisitions, the WEPA Group nearly doubled its sales by 2007 from EUR 180 million in 2000. In 2008, WEPA faced the possibility of further strengthening its market position as one of the main European tissue suppliers. By acquiring the Kartogroup with production facilities in Germany, France and Italy, the WEPA management made clear that it was serious about not just being a regional supplier but also being an international player in the market that follows its main customers with their own growth strategy. Markus Kurzhals, Partner, CPA and Tax Consultant, RölfsPartner Arndt Rautenberg, Partner, Head of Competence Center Transactions, RölfsPartner side investor. RölfsPartner and other specialized consultants were appointed by WEPA to advise on the financing process and the following implementation of the new financing structure together with WEPA’s legal advisors. In doing so, they also assisted in negotiations with prospective lenders and investors. A major key was to indentify partners with longterm commitment to WEPA’s strategic direction and values. Debt financing backed by guarantees Photo © Photodisc Although the tissue industry was not as affected by the financial and economic crises, WEPA had to face a challenging environment for debt financed acquisitions. The management reacted by pursuing a financing strategy which combined bank loans and equity capital which, for the first time in the history of the family business, was provided by an out- WEPA management attracted a banking syndicate of WestLB, Commerzbank and HVB to provide debt financing. KfW provided additional financing through its programme “Sonderprogramm für Großunternehmen (special programme for major enterprises)”, partly secured by guarantees provided by the state of NRW. In return for their engagement the banks required increased transparency through monthly banking reports and regular bank meetings. The planning and reporting processes, as well as the liquidity and working capital management, were reviewed. RölfsPartner supported WEPA throughout this transitional period. Growth opportunities through private equity capital The WEPA Group case shows that external support can help to get the right mix of debt and equity financing for a successful growth strategy. Page 38 Deutsches Eigenkapitalforum Fall 2010 To capitalize on future growth opportunities, WEPA management decided for the first time in the family history to have a third party invest in the company. WEPA mandated Anzeige Die Baader Bank treibt Ausbau des Investment Bankings voran – Kapitalmarktberatung für den Mittelstand Autor: Nico Baader, Mitglied des Vorstands der Baader Bank AG Die Baader Bank treibt den Ausbau des Investment Bankings voran und verstärkt die gesamte Wertschöpfungskette von der Beratung institutioneller Anleger und dem Kundenhandel, über Aktien Research bis hin zur Beratung von Unternehmen in den Bereichen Eigen- und Fremdkapital. In der Überzeugung, dass die Bedeutung kapitalmarktbasierter Finanzierungen im Nachgang der Finanz- und Wirtschaftskrise auch für kleine und mittlere Unternehmen in Deutschland und Österreich an Bedeutung gewinnen wird, beschließt das Unternehmen mit Sitz in Unterschleißheim bereits Ende 2009 den sukzessiven Ausbau des Investment Bankings. Nico Baader, Mitglied des Vorstands Ressort Kunden & Produkte Oliver Riedel, Bereichsleiter Equities & Derivatives Klares Ziel der Baader Bank ist es, die führende Positionierung als Wertpapierspezialist in Deutschland zur Rolle eines unabhängigen Beraters für institutionelle Anleger in Deutschland, Großbritannien, Kontinentaleuropa und dem Mittleren Osten auszubauen und auf diese Weise eine leistungsfähige Plattform zu schaffen, den deutschen und österreichischen Mittelstand bei der kapitalmarktbasierten Finanzierung zu begleiten. „Wir verstehen uns als regionaler Kapitalmarktspezialist, der aus Deutschland heraus das Kapitalmarktgeschäft betreibt und als eigentümergeführte Bank Unternehmen den Zugang zum internationalen Kapitalmarkt sichert“, so Nico Baader. Hierzu hat sich die familiengeführte Baader Bank in den letzten Monaten ein Team von erfahrenen Spezialisten der relevanten Bereiche zusammengestellt. Das Geschäftsfeld wird von Christian Bacherl, (ab 01.01.2011) Bereichsleiter Oliver Riedel, als Bereichsleiter Kapitalmarktdienstleistungen Equities and Derivatives, und ab dem 1. Januar 2011 gemeinsam mit Christian Bacherl, als Bereichsleiter Kapitalmarktdienstleistungen, aufgebaut und verantwortet. In seiner Funktion berichtet das erfahrene Gespann an Nico Baader als zuständiges Vorstandsmitglied. Neben den Handels- und Kapitalmarkteinheiten wird ein Team renommierter und erfahrener Research Analysten den Ausbau des Bereichs komplettieren. Zunächst werden insbesondere die Sektoren Automobil und Automobilzulieferer, Bau und Bauzulieferer, Nahrungsmittel und Handel, Immobilien, Industriegüter und Service, Maschinenbau sowie Versorger abgedeckt. Die Kompetenz des Research Teams wird nicht zuletzt durch die zahlreichen Team- und Einzelauszeichnungen der Analysten in den letzten Jahren belegt. Mit dem Ziel unabhängige Kapitalmarktberatung anzubieten, verstärken insgesamt über 40 erfahrene neue Mitarbeiter die bislang mehr als 275 Wertpapierspezialisten der Baader Bank. Die Mehrheit der neuen Mitarbeiter war in den vergangenen Jahren in vergleichbaren Positionen im Investment Banking einer europäischen Großbank tätig. Die Baader Bank freut sich, ihren Kunden mit einem ebenso eingespielten Team wie klarem Fokus unmittelbaren Mehrwert bieten zu können. Als Sektorspezialist mit regionalem Fokus profitieren Investoren und Emittenten gleichermaßen von der auf Erfahrung und Marktnähe basierenden Qualität der Beratung. Hierbei gewährleistet die Baader Bank als ausgewiesener Kapitalmarktspezialist eine hohe Unabhängigkeit in ihrer Beratung. Nicht zuletzt liegen die Wurzeln des Unternehmens als eigentümergeführtes Institut selbst im Mittelstand und versetzen die Bank so in die Lage, den Bedarf mittelständischer Unternehmen aus einzigartiger Perspektive zu erfassen. Die Erfahrungen aus der Finanzkrise erfordern vom langfristig agierenden Unternehmer ein grundlegendes Überdenken der Finanzierungsstruktur. Eine bankenunabhängigere und damit stärker kapitalmarktorientierte Finanzierungsstruktur erleichtert die unternehmerische Unabhängigkeit insbesondere in Zeiten hoher Unsicherheit. Die Baader Bank versteht sich dabei als Partner des Unternehmens und deckt mit Eigenund Fremdkapitaltransaktionen wesentliche Bausteine der Unternehmensfinanzierung ab. Bank und Team greifen dabei auf die Erfahrung aus mehr als 150 in den letzten Jahren durchgeführten Transaktionen zurück. „Es gilt das gesprochene Wort“ gilt auch weiterhin als Philosophie für die Kapitalmarktdienstleistungen der Baader Bank Die verbindliche Einhaltung des gesprochenen Wortes als integraler Bestandteil der langjährigen Handelstätigkeit ist weiterhin untrennbar mit der operativen Arbeitsweise der Baader Bank verbunden. Als eignergeführte Bank prägt die unternehmerische Denkweise der verantwortlichen Personen eine nachhaltige Geschäftstätigkeit im Sinne unserer Kunden. Baader Bank AG Weihenstephaner Straße 4 / 85716 Unterschleißheim / www.baaderbank.de / www.baadermarkets.de Financing Figure 1: Transaction Process Output Transaction Process 1 Disposal Preparation 2 Initiation n of Disposal Process 3 Selection of Potential Buyers 4 Due Diligence and Revised Offers 5 Contract Negotiations and Closing Time and action schedule Business plan and indicative valuation Data room preparation Fact book and management presentation Long list Contacting Non disclosure agreement (NDA) Tender evaluation Selection of buyers for DD process (Short list) Data room set up Q&A sessions Revised offers Selection of prospects Prepared negotiations Contracts Assistance in negotiations Closing of the transaction Source: RölfsPartner RölfsPartner and other specialized consultants for the M&A process to ensure that a partner was found who understood the business and supported the owners’ and management’s growth visions and values. The services encompassed the complete M&A process, such as investor screening and approaching, management presentations and Q&A sessions as well as the preparation of financial information and the data-room set-up. Following talks with a number of interested parties and in the wake of an intensive M&A process, WEPA reached an agreement with Pamplona Capital Management. Pamplona’s bid was accepted because of its long-term commitment, shared strategic vision and its know-how brought into the WEPA Group. Not least, the investment provided capacity for additional debt financing and growth. Factors for successful growth financing Banks have increased their requirements on lending with respect to the reporting quality, covenants and collateralization. Companies striving for external funding need to be aware of the increased requirements and need to prepare early. Key factors are effective reporting structures and Page 40 Deutsches Eigenkapitalforum Fall 2010 transparent communication with the lending banks. Change processes that often need external support due to a lack of internal resources or time restrictions. Companies seeking funding from private equity investors will face similar reporting and transparency requirements. They will also have to consider the fact that a Merger & Acquisition process requires time, personnel resources, knowledge in the fields of finance, tax, legal, commercial and operational and due to the diversity of private equity investors often foreign language skills. For many small and medium sized entities this raises the bar to perform a M&A process on their own. Summary The WEPA Group case shows that external support can help to get the right mix of debt and equity financing for a successful growth strategy. The company, the owner family and Pamplona will continue to pursue their vision and corporate strategy as a value-based and profit-orientated family company, despite the prevailing financial and economic cycle. This example has shown that especially for family-owned business engaging private equity funds, it is important to have common goal setting and that the private equity management understands the company’s culture and the operating business. RHEINBLICK – FÜR UNTERNEHMEN MIT WEITBLICK. CHEMPARK – der richtige Standort für innovative Werkstoffe. Der CHEMPARK ist einer der bedeutendsten Standorte Europas für Chemie- und chemienahe Unternehmen. In bester Lage direkt am Rhein bietet er ideale Rahmenbedingungen für Forschung, Entwicklung und Produktion „Innovativer Werkstoffe“ und überzeugt durch vielfältige Produktverbünde, ein umfassendes Service-Portfolio sowie eine hochfunktionsfähige Infrastruktur mit direkter Anbindung der drei CHEMPARK Standorte Leverkusen, Dormagen und Krefeld-Uerdingen an den Rhein. Currenta GmbH & Co. OHG CHEMPARK 51368 Leverkusen www.chempark.de Powered by CURRENTA Financing A tactical financing instrument The right mezzanine can be the better equity solution During the last few years, mezzanine capital has gained a mixed reputation. On the one hand, as an attractive and highly flexible instrument to find financing even in complex situations. On the other hand, as an instrument which disappointed investors’ return and performance expectations as well as companies’ expectations as an equity surrogate. Currently, mezzanine capital is especially known from the refinancing discussion surrounding the so-called Standard Mezzanine Programs, e.g. PREPS or H.E.A.T. Furthermore, mezzanine facilities are often associated with the financing of LBOs. Hence, mezzanine capital is seen as an “on-top” financing instrument for private companies. However, in the form of convertible bonds, mezzanine is also often used by public companies. Steffen Schneider, Managing Director, FCF Fox Corporate Finance GmbH Frans Matthis Pleie, Analyst, FCF Fox Corporate Finance GmbH Definitions Debt mezzanine Mezzanine can be structured as debt, equity or hybrid. The definition depends on the actual structure and the respective GAAP. The most important characteristic of each alternative mezzanine structure is its high flexibility. Therefore, mezzanine facilities are perfectly suited to be “tactical” financing instruments. Typically, “debt mezzanine” can increase the financial leverage of a company by approx. 1.0x EBITDA. While senior debt is currently in general capped at approx. 3.0-3.5x EBITDA, “debt mezzanine” provides additional “on top” financing capacity raising the maximum leverage up to 4.0-4.5x EBITDA. Equity mezzanine Figure 1: Potential Manifestations of Mezzanine Capital Sources: FCF Fox Corporate Finance GmbH Page 42 Deutsches Eigenkapitalforum Fall 2010 “Equity mezzanine”, however, provides a company with an increased equity base. Although mezzanine investors require a risk premium for assuming equity risk, market experience has shown that such mezzanine risk premiums are usually still significantly cheaper than the cost of “classic” equity. In addition to the cost of capital advantage, “equity mezzanine” entails several other benefits. One of the most important is the ability to avoid dilution for existing shareholders. Especially for public companies, a necessary capital increase at a low valuation can be onerous as existing Financing shareholders will be significantly diluted. A company could partially overcome this dilution by issuing convertible bonds. However, the success of such a structure depends on the conversion price and the larger size requirements of most convertible investors. Mezzanine capital such as “Genussscheine” helps to avoid such a dilution. Furthermore, in contrast to “classic” equity investors who like to exert some form of influence on a company’s strategy as an active shareholder in the “passenger seat”, mezzanine investors are usually more flexible and take a passive approach from a “backseat” or “silent shareholder” position. Moreover, the investment horizon of these “silent shareholders” is highly flexible, enabling both early and late repayment. The most elegant refinancing solution is certainly amortization using corporate cash flows. Other options include a later refinancing with senior debt and/or a future capital increase at a higher valuation. Regardless of the sources of refinancing, mezzanine can be a temporary and as such a “tactical” financing instrument at the discretion of a company. Recent transactions have shown that mezzanine facilities can cover ranges from EUR 3.0 up to 300 million. While smaller facilities are generally provided by single funds, larger transactions can be structured through a group of mezzanine funds or direct investors. Given the need by both institutional and retail investors to find attractive investment opportunities in the current market environment, there is significant demand for mezzanine instruments. Investments and services offered by securities affiliates of Morgan Stanley. In the UK, issued and approved by Morgan Stanley & Co. International PLC, regulated by the FSA. © 2010 Morgan Stanley. Advertisement What it means to be World Wise. It means VHHLQJ WKH ZRUOG DV LQWHUFRQQHFWHG DQG ÁRZLQJ and knowing how borderless economies affect the investment decisions you make. It means KDYLQJ WKH ZKHUHZLWKDO WR LQYHVW DV FRQÀGHQWO\ LQ 1LQJER &KLQD DV LQ &KLFDJR RU 1HZ <RUN $W 0RUJDQ 6WDQOH\ :RUOG :LVH LV DQ XQGHUVWDQGLQJ of the world as more complex and more dynamic than it has ever been. Which means that success LV QRW RQO\ D PDWWHU RI ZKDW \RX·YH LQYHVWHG LQ EXW PRUH LPSRUWDQWO\ ZKRP \RX·YH LQYHVWHG ZLWK Financing order to avoid disappointment as a failed placement could add additional pressure on the share price. Figure 2: Sources of Mezzanine Capital Mezzanine Public Sources Institutional Investors Retail Investors Private Sources Specialized Mezzanine Funds Private Equity Funds Sources: FCF Fox Corporate Finance GmbH Pros & cons Conclusion Overall, it can be stated that the possible applications of mezzanine capital are vast. The ultimate success of mezzanine financing depends on the specific needs of the respective company and the chosen mezzanine structure. Mezzanine facilities are especially interesting if used as a tactical or intermediate financing solution to “bridge” a need for capital. Currently, the high liquidity in the capital market translates into sufficient volumes of mezzanine financing and number of mezzanine investors, making it an attractive option compared to alternative financing solutions. Photo © www BilderBox com Both types of mezzanine investors have distinct pros and cons. The preferred route ultimately depends on the individual needs and objectives of a company. Issuing a mezzanine facility directly to a group of direct investors enables a company to structure the transaction in its preferred way. In addition, a company can exclude certain investors if sufficient demand can be generated. However, there are also potential downsides with such an approach. Depending on the number of investors addressed in a placement, a prospectus might be required. The most important risk is the market reception, as investors might not be willing to invest at the proposed terms. It is therefore important to sense the demand well ahead of a “public” road show in If a public mezzanine offering is not desired or if the amount of work is disproportionate to the potential proceeds, a company should individually approach mezzanine funds in a private transaction. The clear advantage of a mezzanine fund approach is the confidentiality and greater transaction certainty. A transaction will only be announced once it has been signed, thus effectively excluding market risk. Additionally, the transaction size can potentially be increased at short notice, depending on the mezzanine fund’s capability. However, advantages of private transactions also have associated costs. A particular downside of just one investor is the relative strong negotiation and control position compared to a group of institutional and/or retail investors as a single investor will exert more influence to manage and protect his investment. Regardless of the sources of refinancing, mezzanine can be a temporary and as such a “tactical” financing instrument at the discretion of a company. Page 44 Deutsches Eigenkapitalforum Fall 2010 BANK ON GERMANY As a central institution for around 1,000 cooperative banks in Germany we have long been known for our stability and reliability. We are one of the market leaders in Germany and a renowned commercial bank with comprehensive expertise in international financing solutions and representations in major financial and commercial centers. Find out more about us: www.dzbank.com. Financing “Basel III affects the banks and, therefore, it also affects the SMEs” Interview with Lutz Weiler about the financing needs of German small and medium enterprises (SMEs), the effects of Basel III and interest equity options Conference Magazine: Mr Weiler, equity is in demand again, specifically by smaller companies. How do you assess the current situation? Weiler: As an universal bank we have a good overview of the private equity needs of our customers and a close ear to the financial markets. Therefore, we can tell you that getting equity wasn’t an issue for smaller companies for a long time. Up until the financial and economic crisis, banks happily provided easy financing – then they suddenly faced big financial problems themselves. This led banks to change their policies with regard to equity financing, which puts up new obstacles for companies. Conference Magazine: With what effect? Weiler: Companies do not only have to think about their own equity but about their whole equity structure. With PREPs, roughly EUR 5.5 billion is probably wandering like a ghost through the country coming to maturity in 2012 or 2013. Even if it is only half of that, this amount finally has to be replaced by equity. That’s a rather large chunk. Many of those affected haven’t really thought about follow-up financing yet. Conference Magazine: What about private equity as an alternative? Weiler: The tables have turned. Before the crisis I would have been able to only name five or six private equity companies that would have been satisfied with a minority stake. Now the whole private equity market is saying: of course we also do minority shareholdings! However, some are only apparent minorities, granting themselves disproportionate rights in return. One has to find a balance here. Conference Magazine: Why is that a problem? Weiler: No, don’t get me wrong. In general private equity issuers develop the company with the best of intentions and in line with company interests. Nevertheless, negative examples are picked out. In fact, it is the professionalization of supervisory bodies or the placement of advisory councils through private equity issuers that position a medium sized, fast growing company well to excel in the future. Page 46 Deutsches Eigenkapitalforum Fall 2010 Lutz Weiler is CEO of equinet Bank AG. The universal bank offers its cus tomers tailor made solutions for all fi nancing and capital market issues with a special focus on medium sized companies. Lutz Weiler, CEO, equinet Bank AG Conference Magazine: Company bonds are currently the instrument of choice – the market is booming. Weiler: Yes, company bonds are increasingly gaining importance. Investors prefer listed bonds, a developing phenomenon still in the early stages as seen by Bondm in Stuttgart, for example. We welcome such a development in the market since now also bonds with a volume from EUR 30 to 150 million are accepted in the market. Conference Magazine: And bonus certificates? Weiler: They actually fit into this repertoire but are not desired by investors at all times. I think a standardised bonus certificate with sufficient liquidity and reasonable profitability is also attractive. Conference Magazine: Basel III will probably require some banks to first of all take care of themselves. Does this support the argument per stock exchange listing? Weiler: A very important point. Small and medium sized enterprises discovered Basel II quite late. They practically slept through it. After the financial crisis, sensitivity to and awareness of it has heightened. Companies know: Basel III Financing Weiler: A listed competitor simply has another option up his sleeve. After the death of the new market, the Entry Standard was created. This tool should appeal to SMEs and help them to obtain equity without facing major obstacles. In the USA it is almost certain that one will go public at some point in time. affects the banks and, therefore, it also affects us. Entrepreneurs know that in the future they must in some way market themselves to their bank. Conference Magazine: Specifically in the USA, listing is used far more aggressively, for example in the case of a takeover. A double disadvantage for German SMEs? Conference Magazine: Have you already told a potential public offering candidate that he should do his homework first? Weiler: Of course, several in fact! In certain cases, we would be poor advisors if we didn’t. We explicitly tell some companies to do their homework first so that in two years, we can look at the listing option again. Throughout this process we fully support the company. Conference Magazine: Mr Weiler, many thanks for the interesting interview. The interview was conducted by Falko Bozicevic. Advertisement Berlin / Bremen / Hamburg / Köln / München Technologieorientierte Unternehmen – bei UHY in besten Händen. Die UHY Deutschland AG ist ein Gemeinschaftsunternehmen langjährig tätiger mittelständischer Wirtschaftsprüfungsgesellschaften mit insgesamt 140 Mitarbeitern und Partnern. Als Mitglied von UHY International, einem weltweiten Zusammenschluss von Wirtschaftsprüfungs- und Beratungsgesellschaften mit über 7.600 Mitarbeitern, sind wir in über 200 Geschäftszentren international vertreten. Wir verfügen über langjährige umfangreiche Erfahrung in der Prüfung und Beratung von technologieorientierten Unternehmen aller Branchen. Unsere Serviceleistungen und Tätigkeitsschwerpunkte: I Prüfung von Einzel- und Konzernabschlüssen nach HGB und IFRS I Outsourcing Services (Finanzbuchhaltung, Lohnabrechnung) I Due Diligence (Financial und Tax) I Unternehmenswertgutachten I Begleitung von Börsengängen (Prospekterstellung, Comfort-Letter) I Unternehmensberatung I Mergers & Acquisitions (M&A) I Steuerberatung (national und international) Berlin Bremen Hamburg Köln München Tel. 030 2265930 Tel. 0421 9609434 Tel. 040 530296518 Tel. 0221 3600678 Tel. 089 5517070 berlin@uhy-deutschland.de bremen@uhy-deutschland.de hamburg@uhy-deutschland.de koeln@uhy-deutschland.de muenchen@uhy-deutschland.de www.uhy-deutschland.de / www.uhy.com Financing An attractive option Corporate bonds as a complement to equity financing The collapse of the US mortgage market in 2008 started a financial crisis where banks tightened the lending terms and restricted access to credit. German mid-sized (Mittelstand) companies were especially affected by this development. In Germany, despite the avoidance of a credit crunch and normalising bank lending, the issuance of corporate bonds increased significantly in 2009. This was driven by the credit demand of publicly listed corporations – many of them in the automobile and telecom sector. In the last couple of months, a number of smaller companies have started to follow this lead and have become active in this market. Dr. Dietmar Schieber is Executive Director Equity & Debt Capital Markets at Close Brothers Seydler Bank AG, Frankfurt. From 2001 to July 2010 he was Director Equity Capital Markets at a major German bank. Prior to that he worked for the German Institute for Share Promotion (Deutsches Aktien institut e.V.). Dr. Dietmar Schieber, Executive Director Equity & Debt Capital Markets, Close Brothers Seydler Bank AG Driven to a large extent by low government bond yields, institutional investors welcomed these sub-investment grade bonds offering substantially higher coupons. Furthermore, a portion of these bonds were sold in a public offering, hence tapping the hitherto rarely accessed retail market. The inclusion of private investors in an offering has the advantage of addressing a less price sensitive investor base with a longer investment horizon than the investment period of institutional investors usually is. pany’s ability to borrow, to distribute dividends or to sell and pledge assets. The absence of such covenants gives the issuer a great deal of flexibility not offered in other markets. A minimum of covenants Photo © Andy Dean - Fotolia com Compared to other high yield bond markets, especially in the US, publicly offered bonds in Germany have been structured with a minimum of covenants. US-style high yield bonds generally limit, amongst other things, the com- Page 48 Deutsches Eigenkapitalforum Fall 2010 However, a public offering requires a prospectus approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) or another competent authority of an EEA member state. The prospectus contains foremost the description of the issuer, a list of risk factors, an overview of the business and the relevant markets, as well as audited historical financial information for the two most recent financial years including interim financial information. Need for rating opinions Most of the issuers chose to mandate a rating agency for a rating opinion. Usually institutional investors have caps on the amount to be invested in different classes of bonds, e.g. unrated vs. rated issues and investment grade vs. non-investment grade. Some institutional investors even require a bond and/or an issuer to be rated in order to participate in the offering. The selection of one of the three international rating agencies S&P, Moody’s or Fitch seems a safe bet when accessing institutional investors. The Kapitalerhöhung Segmentwechsel in den GENERAL STANDARD 2010 2010 IPO ENTRY STANDARD Umwandlung in Europäische Aktiengesellschaft Kapitalerhöhung 2010 2010 2010 Aktienrückkauf Kapitalerhöhung Wandelschuldverschreibung Retail-Hypothekenanleihen mit Wertpapierprospekt Übernahmeangebot Berater Bieter 2009 2009 2009 – 2010 2008 Sie wollen hoch hinaus – wir sorgen für eine sichere Basis. Wir bieten Ihnen ein Team erfahrener Rechtsexperten, die sich auf Kapitalmarkttransaktionen wie Börsengänge, Secondary Placements und öffentliche Übernahmen sowie auf die laufende kapitalmarktrechtliche Beratung spezialisiert haben. Eine Expertise, die sich schon seit über zehn Jahren für unsere Mandanten auszahlt. Heuking Kühn Lüer Wojtek ist eine große, unabhängige deutsche Sozietät, die an sieben Standorten in Deutschland sowie in Brüssel und Zürich vertreten ist. www.heuking.de | capitalmarkets@heuking.de Berlin · Unter den Linden 10 · D-10117 Berlin T +49 (0)30 88 00 97-0 · berlin@heuking.de Düsseldorf · Georg-Glock-Straße 4 · D-40474 Düsseldorf T +49 (0)211 600 55-00 · duesseldorf@heuking.de Köln · Magnusstraße 13 · D-50672 Köln T +49 (0)221 20 52-0 · koeln@heuking.de Brüssel · Avenue Louise 326 · B-1050 Brüssel T +32 (0)2 646 20-00 · brussels@heuking.de Frankfurt · Grüneburgweg 102 · D-60323 Frankfurt T +49 (0)69 975 61-0 · frankfurt@heuking.de München · Prinzregentenstraße 48 · D-80538 München T +49 (0)89 540 31-0 · muenchen@heuking.de Chemnitz · Weststraße 16 · D-09112 Chemnitz T +49 (0)371 382 03-0 · chemnitz@heuking.de Hamburg · Bleichenbrücke 9 · D-20354 Hamburg T +49 (0)40 35 52 80-0 · hamburg@heuking.de Zürich · Bahnhofstrasse 3 · CH-8001 Zürich T +41 (0)44 200 71-00 · zuerich@heuking.ch Photo © Deutsche Börse AG Financing rating is also an important tool when marketing the offering to retail investors. However, the latter group accepts rating opinions from less well-known agencies. Hence, in order to access a larger investor audience, attaining a rating could be worthwhile. Marketing to retail investors may involve advertising the offering in financial media, including specialized websites as well as promoting the issuance by way of press releases, interviews and other public relation activities. Retail investors are targeted far more easily if the issuer is widely known with a brand or a recognised household name. A German stock exchange recently launched its retail trading platform for marketing new bond issues and accessing the exchange’s registered private investor base besides banks as distributors for their retail customers. Taking advantage of a specialized market segment targeted to private investors will help issuers with less well-known brands in a placement wich may lower marketing costs significantly. With oder without prospectus? Most of the bonds issued have generally been admitted to the regulated unofficial market (Freiverkehr). The admission does not require a prospectus or any obligation by the issuer, thus bonds placed without a prospectus are equally qualified to trade. A liquid aftermarket, however, does require a market maker willing to take on risk by actively buying and selling securities if no other market participant is active. Since institutional investors require a minimum level of liquidity in order to buy the issuance, the issuer should take note of the mandated syndicate bank’s relevant market making track record. Page 50 Deutsches Eigenkapitalforum Fall 2010 The process involved for a publicly offered corporate bond from preparation to placement takes approximately four months. The most critical part of the transaction is the preparation of the prospectus, a process which requires around three months, including the approval process with the supervisory authority. The rating process takes about six to ten weeks, depending on the complexity of the company, but is carried out in parallel to the prospectus preparation. Pre-sounding with institutional investors takes another one or two weeks – followed by prospectus approval and a subscription period of usually up to two weeks. Successful recent examples One of the first issues offered on a stock exchange’s retail platform was a EUR 150 million, 7.25%, 2010/15 senior unsecured bond of Dürr Aktiengesellschaft, the German automotive production system supplier. The offer consisted of a public offering in Germany and Austria as well as a European institutional private placement among European institutional investors conducted by Close Brothers Seydler Bank AG. The bond was unrated, although Dürr already had a corporate rating (S&P: B, Moody’s: B2). The preparation for the issue started in mid June. Feedback collected by the syndicate bank during a one week pre-marketing roadshow in early September was used to determine the coupon and the final terms. Due to institutional investor indications of interest, the company and the syndicate bank were able to secure a full placement of the bond issue before the offer period even began. Books opened on September 13th and were closed early on the same day with the issuance being three times oversubscribed. Institutional investors accounted for approximately 61% of the order book. Conclusion The issuance of a corporate bond is an effective complement to equity finance. The current market environment enables issuers to secure attractive bond terms, especially if retail investors are included in the offering. However, in order to anticipate a successful bond placement earlier in the process, it is advisable to include an institutional investors’ tranche. Financing HAMBORNER REIT AG reloaded Relaunch of a share HAMBORNER REIT AG has been listed on the German Stock Exchange since 1954. Having never approached the capital market before meant raising interest amongst institutional investors for a so far “hidden champion”. Getting ready for the capital market Notwithstanding a market cap of nearly EUR 200 million the commercial real estate company was still relatively unknown to most capital market participants in 2008. Therefore, HAMBORNER’s management decided to start marketing the HAMBORNER share more actively. Important steps were the change from the German exchange segment General Standard to Prime Standard in 2009 as well as the announcement to become a Deutsche Börse REIT at the beginning of 2010. WestLB supported HAMBORNER’s intentions by setting up a comprehensive marketing concept including regular research reports and a roadshow plan for 2009/2010. Great interest was raised amongst European institutional investors in the HAMBORNER share but due to its low trading volume, investors were waiting for a transaction enabling them to buy significant stakes. Since 2006, Maren Lorth has been working as Executive Director in the Equity Capital Markets Department at WestLB. Before, she worked 5 years at BNP Paribas (London) & 3 years at Dresdner Kleinwort. WestLB was sole lead manager and sole bookrunner of the HAMBORNER REIT AG capital increase. Maren Lorth, Executive Director Equity Capital Markets, WestLB AG Innovative transaction structure maximising issue proceeds After having significantly increased their real estate portfolio, HAMBORNER needed additional equity to finance further property. When HAMBORNER planned to increase Figure 1: Timetable and Regional Demand Breakdown TIMETABLE – MILESTONES 23.09. REGIONAL BREAKDOWN PRE-PLACEMENT Announcement of transaction Publication of prospectus 04.10. Start Pre-placement 07.10. End Pre-placement 12.10. Start subscription period 13.10. 1st Settlement 25,2% 15,3% (Shares w/o claw-back) 25.10. End subscription period 28.10. 2nd Settlement (Shares with claw-back and subscribed shares respectively) Source: WestLB AG Page 52 Deutsches Eigenkapitalforum Fall 2010 11,9% 42,1% UK Belgium 5,5% Germany Rest of Europe Netherlands Financing INTEGRATED. ADVANCED. its capital by 50%, the major shareholder HSH Real Estate (52.7%) decided that it would not exercise any of its subscription rights. Therefore, a transaction structure was chosen that has never been used for a German real estate company before: a rights issue with a pre-placement and claw-back structure. The transaction was divided into two phases. During the first phase all new shares were pre-placed to investors in a private placement prior to the start of the subscription period. However, only the new shares assigned by HSH Real Estate could be firmly allotted at that time leading to a potential claw-back of up to 47% for the rest of the new shares that might be subscribed for during the subscription period by the other shareholders. Due to intense marketing and the transaction structure a placement price of EUR 7 was achieved which was also served as subscription price; only 2.4% discount on the closing price before bookbuilding started. The transaction volume of EUR 79.5 million was oversubscribed and raised high demand from international institutional investors. SOLUTIONS. Als Technologieführer bei vollautomatischen Analysensystemen projektieren, entwickeln und produzieren wir zukunfts- In phase two, 96% of the other shareholders (excluding HSH Real Estate) exercised their rights during the subscription period. As a result, 54% of the new shares were finally allotted to the investors taking part in the pre-placement. weisende Technologien für Blutbanken, klinische Laboratorien und Forschungseinrichtungen. Unsere OEM-Partner sind Top Player der klinischen und molekularen Diagnostik für die wir in kürzesten Conclusion Entwicklungszeiten inte- The extensive marketing concept as well as an innovative transaction structure helped to maximize the proceeds generated by the capital increase, diversify the investor base from a very German to a much more international one and well establish HAMBORNER REIT AG alongside other listed German real estate companies. grierte und kundenspezifische Lösungen realisieren. Und wann beteiligen Sie sich an unserem Erfolg? Object from the HAMBORNER Portfolio: Johann Krane Weg in Münster Photo: HAMBORNER REIT AG Deutsches Eigenkapitalforum Fall 2010 Page 53 Telefon +49 7082 7916-190 www.stratec-biomedical.de ir@stratec-biomedical.de ISIN DE0007289001 WKN 728 900 Financing Emergence of mini-bonds The new trend to bank-independent debt financing for SMEs Despite the very much improved market outlook for the German “Mittelstand”, combined with a recently very positive development of small and mid cap shares, initial public share offerings of such companies remain rare. At the same time, the issue volume of corporate bonds seems to remain at a very high level. Price Base 100 for Germany Prime/Pharmaceuticals & Health – SEC (DE) in EUR as of 05/11/10 110 110 100 100 90 90 80 80 70 70 60 60 50 50 Ursula Querette joined Haubrok In vestor Relations in 2010, after six years of investor relations work for AIXTRON. From 1996 to 2002, she worked in investment banking, with a focus on equity transactions. Ursula Querette, Senior Consultant, Haubrok Investor Relations 40 40 Sep 07 Dez 07 Mrz 08 Jun 08 Sep 08 Dez 08 Mrz 09 Jun 09 Sep 09 Dez 09 Mrz 10 Jun 10 Sep 10 Dez 10 Prime Pharmaceuticals & Health STOXX Healthcare DAX Source: Bloomberg Especially interesting this year is the increasing demand for “mini-bonds” issued by small and mid cap companies with investment grade or lower (or no) ratings. Some of these companies, like the solar provider Solarwatt AG, do not even have shares listed on the stock market. Nevertheless, they were obviously having no problems in placing an issue volume of EUR 30 million. Other examples of nonpublic issuers of small bonds are the wind energy operator Windreich AG (placement volume of EUR 50 million), or the health food store supplier Schneekoppe (EUR 10 million). All of these bonds are now listed and can be traded on the open market. Own issue – own communication These type of bonds are placed on an “own issue” basis by the company itself, i.e. without the help of an underwriting bank. Like institutional investors, private investors can directly subscribe the bonds before the Selected bonds, “own-issues” in 2010 Issuer Windreich AG KTG Agrar AG Schneekoppe Beginning of term 01.03.2010 14.09.2010 20.09.2010 Dürr AG 28.09.2010 Nabaltec AG 14.10.2010 Solarwatt AG 31.10.2010 WGF Westfälische Grundbe- 15.06.2010 sitz und Finanzverwaltung AG Energiekontor GmbH & Co. KG30.03.2010 % Volume End % Yield Rating Coupon (EUR m) of Term (28/10/10) 6,50 50 01.03.2015 6,56 BBB 6,75 50 14.09.2015 5,43 BBB 6,45 10 20.09.2015 5,31 7,25 6,50 7,00 4,875 150 30 30 100 28.09.2015 14.10.2015 31.10.2015 14.12.2010 5,24 6,15 7,00 5,25 BBBBB+ BBB- Stuttgart/bondm Stuttgart/bondm Düsseldorf, Frankfurt Stuttgart/bondm Stuttgart/bondm Stuttgart/bondm Düsseldorf, Frankfurt 6,00 10 01.04.2015 5,34 - Frankfurt Sources: Börse Stuttgart, Anleihen Finder GmbH Page 54 Listing Deutsches Eigenkapitalforum Fall 2010 Financing listing starts. Therefore, within a short period of time before and during the placement period, the company needs to generate a maximum investor interest – ideally supported by a professional capital markets communication partner. After the placement, sufficient investor relations measures must be kept in place to retain and maintain the investor base. www.reits-in-deutschland.de High yield for the investor An investment in corporate bonds currently offers comparably high yields. Some of the “Mittelstand”bonds, recently issued, are yielding between 5 and 7%, while a 10-year Bundesanleihe currently yields 2.5%. Of course, the risk profile is different. Both, a potential price risk and the risk of bankruptcy, must be considered. Before investing, the investor needs to inform himself about the issuer and its financial results, e.g. by consulting the issuer fact sheet, the issue prospectus and (if available) the rating report. Catch up on all you need to know on REITs and real estate investment in Germany. Various advantages for the issuer From the issuer’s point of view, a bond is interesting for various reasons. Firstly, the issuer can profit from the currently low interest rates for refinancing (the bond rate might even be lower than a bank credit rate). Secondly, he might be able to optimize his total capital costs by a positive financial leverage effect. Thirdly, he can diversify his sources of liquidity and become more independent from financial institutions. Fourthly, he will gain access to a variety of interested investors. And last but not least, he can develop and extend his capital markets competence. Conclusion In times of low interest rate levels, like today, debt financing through a corporate bond seems to make more and more sense even for small and mid cap companies. With an open market listing, guaranteeing fungibility, and a good enough communication concept, sufficient and sustainable investor interest may be generated. And who knows, by getting acquainted with the investor relations tasks and the capital markets’ world in general, a non-public bond issuer might even be tempted to place equity through the stock market at a later stage. Deutsches Eigenkapitalforum Fall 2010 Page 55 REITs in Deutschland is initiated by ergo Kommunikation, a leading German communications consultancy specialising in business, finance and politics. Capital Markets It’s all about value and visibility Valuation process and IPO pricing in volatile market environments To determine and achieve an appropriate price for shares, in volatile market environments, is a challenging task, but one of the most important issues – especially during an IPO. In recent years, several IPO projects have been aborted, the price and the lack of demand being announced as decisive factors for the decision to stop the process. What went wrong? Do we need more effective IPO pricing strategies for today’s markets – or are market orientation and driving demand the bigger challenges? Volatile markets lead to massive complications and uncertainty in setting the right share price when going public these days. Especially family-owned businesses, particularly in Germany, tend to be reluctant regarding IPOs as risk and costs of failure seem too high, even though investment capital or new ownership structures are often desperately needed. And they are not the only ones. Michael Salcher, Partner, KPMG AG Wirtschaftsprüfungsgesellschaft capital increase. On the other hand, forthcoming shareholders prefer a relatively low share price which increases their chance for a positive share price development and enables a cheaper purchase price. The challenge is to price the asset in a market-oriented way, balancing the intentions of all parties: issuers, owners and investors. This includes spreading the risk of placement to all parties evenly. Therefore, investment banks or the underwriters of the IPO are acting as advisor and arbitrator to all parties, determining a balanced placement structure and strategy. Three aspects that include both methodological and process issues can help IPO candidates to gain a safer ground and succeed in capital markets: Market orientation: Balancing different parties’ intentions Photo © Deutsche Börse AG IPO candidates as well as their owners basically aim to realise a high offering price, thus maximizing the cash inflow from the disposal of shares as well as from the Especially family owned businesses, particularly in Germany, tend to be reluctant regarding IPOs as risk. Page 56 Deutsches Eigenkapitalforum Fall 2010 Florian Frei, Partner, KPMG AG Wirtschaftsprüfungsgesellschaft Evidence based valuation: backing pricing with facts, not just visions Valuation approaches like market multiples and discounted cash flow methods are, unvaried, most commonly applied and will remain as such. Whereas market multiples consider the actual situation of the capital market and enable a direct comparison to guideline companies, a fundamental discounted cash flow valuation approach based on the company´s business prospects and planning lead to the value of the company, which should ideally be realized on the occasion of the IPO. It is evident that in times of volatility both benchmark prices and planning figures show respective uncertainties. Thus, today, an IPO candidate is more than ever requested to thoroughly Capital Markets prepare the business planning and underlie the value-determining assumptions with analyzes and fact based information prepared during an IPO readiness assessment and preparation phase. Particularly factors like contractual-based revenues, stable margins, diversified product portfolio etc. should be emphasised as they make an enterprise independent from economic cycles. Pre-IPO relations management: Providing investors with relevant information Market prices are not determined by fact based asset values only – valuation is also a process of comparison of the asset by investors, on the basis of available information. To reduce uncertainty regarding both the placement risk and the pricing in today’s volatile markets, it is usual to get in contact with investors at a very early stage, which is known as “pilot fishing” or “anchor marketing” – the former to assess opinions pre-IPO in order to customize plans and initiate potential changes; the latter to also have institutional investors commit to subscribe to a certain amount of shares. After all, an easy and not unusual way to raise the appetite of investors is to consider a certain IPO discount of the listed shares compared to peer companies. What’s next Uncertainty and volatility of capital markets have to be accepted and cannot be influenced by both IPO candidates and investors. However, it is essential to prepare all relevant documentation prior to the IPO phase, particularly the unique factors of a company, the sustainability of the business model and the equity story and, on this basis, a well-documented business plan as basis for a valuation. And it is necessary that all information with impact on pricing is based on valuedetermining factors of the business model, the profitability and the prospects of the business set out in the business plan. Deutsches Eigenkapitalforum Fall 2010 Page 57 Immer hoch im Kurs: Der Titel, der Themen setzt und die Thesen kennt. Begreifen Sie Wirtschaft. Die Zusammenhänge finden Sie in Swiss Equity – dem Magazin der NZZ für erfolgreiche Unternehmen. www.se-medien.ch Capital Markets Motives & experiences Chinese IPOs in Germany Three years ago, it looked as if a new trend was emerging. After the first Chinese company – ZhongDe Waste – had ventured onto the German regulated capital market in July 2007, the second – Asian Bamboo – followed just four months later. Today (October 2010), a total of 23 Chinese companies are listed in Germany. What have been their motives for going public in Frankfurt and what experiences have German investors made so far with Chinese equities? Peter Thilo Hasler joined Viscardi AG as Director Research in 2006. He has over 17 years of experience as a re search analyst in a variety of sectors. During his career, he was responsible for more than 20 IPOs and SPOs. Motives for going public in Germany In an environment characterized by buoyant economic growth, both former state-owned companies and startups are vying for access to capital. Larger issuers mostly obtain listings in their home market, but Frankfurt has also been a focus of interest since 2007. Although a listing on the Shanghai stock exchange is likely to regularly generate higher valuation ratios than an IPO on the German financial market, most companies have no access to the Chinese exchanges. There is even a multiyear waiting list for potential IPO candidates, and regulatory approvals are, as a basic principle, difficult to obtain for private companies. What is more, an IPO abroad also allows companies to tap coveted international investor groups, and a balanced regulatory and tax framework likewise offers benefits in overseas IPOs. Last but not least, management and existing shareholders hope to gain prestige by going public abroad, thereby enhancing their image on the domestic market. Unlike similar moves in New York or London, an IPO in Frankfurt has the distinct benefit of generating high publicity and media impact. At the same time, direct IPO expenses and the follow-up costs of being public are much lower than in Anglo-Saxon financial hubs. Off-shore structure of Chinese IPOs Shares in Chinese companies are not tradable abroad. For this reason, a Chinese company cannot be listed directly on a German stock exchange. Instead, a foreign holding company – in the form of a “special purpose vehicle” or SPV – must be interposed. A three-tier model is used here: the former founding shareholder (in many cases an individual who is a Chinese national) switches to a Page 58 Deutsches Eigenkapitalforum Fall 2010 Peter Thilo Hasler, Director Research, Viscardi AG merely indirect shareholding in the Chinese company via a foreign entity. The structure involving an overseas holding company turns the former Chinese domestic entity into a “wholly foreign owned entity” (WFOE) – without any change in the ultimate shareholder. This is also known as the ”redchip model”, referring to the official color of the Communist party. The preferred market segments The placement volume of the 23 Chinese companies listed in Germany to date totals approximately EUR 445 million. With EUR 109 million, ZhongDe Waste staged not only the first, but also the hitherto largest IPO, followed by JoYou with EUR 105 million. By far the largest transactions have taken place in the Prime Standard segment, where the average issuance volume has come to EUR 88 million. The Entry Standard and First Quotation Board segments have seen significantly lower average volumes of EUR 12 million and 3 million, respectively. Eight companies preferred to purely list their shares in the First Quotation Board without any proceeds. So far, more than half of the Chinese companies opting in favor of this step have preferred a pure listing with low publication requirements. This allows them to circumvent Händler an der New Yorker Börse Capital Markets the obligation to prepare a time-consuming and cost-intensive prospectus prior to offering their shares to the public. In some instances, efforts to also keep the being-public expenses as low as possible go as far as not even fulfilling the financial markets' most basic requirements, such as the publication of audited annual financial statements. Figure 1: A total of 23 Chinese companies have gone public in Germany since 2007 Prime Standard 4 14 5 Entry Standard First Quotation Board Sources: Deutsche Börse AG, VISCARDI AG, October 2010 The reluctance to pursue a professional IR and PR strategy displayed by some companies is also reflected in the underperformance of the shares listed in the Open Market: whereas the capitalization-weighted index of equities included in the Prime Standard is trading an average of 6% above its inception price, the index of Entry Standard stocks is trailing its inception level by 11%. The shares included in the First Quotation Board of the Open Market have shown significantly poorer performance: on average, they have lost more than 85% of their value. Nevertheless, the capitalization-weighted China All Share Index of companies of Chinese origin and listed in Germany is trading more or less around the level recorded on its launch date. Deutsches Eigenkapitalforum Fall 2010 Page 59 Der Nachrichtensender. Nichts bewegt mehr als die Wirklichkeit – jede Stunde live und aktuell bei n-tv. Capital Markets Figure 2: Poor performance of shares traded in the Open Market 160 140 120 100 80 60 40 China FQB Index China All Index 20 China PS Index 20/11/2007=100 China ES Index 0 Sources: Capital IQ, VISCARDI AG Shortcomings The geographical separation of the exchange trading location and a company's registered office is not free of conflicts. Inadequate language proficiency on the part of Chinese management – English is not the first language of business in China – and a time difference of eight hours make confidential communications difficult. If this is aggravated by the fact that the transparency of the company's reporting leaves room for improvement, a dubious situation might easily arise, leading to lackluster after-market performance. It does not have to be that way – as evidenced by Asian Bamboo, which can hold its own against anyone in the sphere of public relations. track to becoming a satisfactory year, not only in terms of the number of IPOs, but also with respect to issuance volume. The timing of Chinese transactions thus seems to follow the lead of German companies' issuance activities, although Chinese IPOs will probably show significantly stronger momentum this year. Figure 3: 2010 might turn out to be another record-setting year m€ 8 250 7 200 6 5 150 First Quotation Board Entry Standard Prime Standard Nr. of companies (right hand scale) 100 Expectations for 2011 4 3 2 50 With an issuance volume of EUR 234 million, 2007 still marks the peak of Chinese IPOs on the German capital market. After a pronounced decline in 2008 und 2009 to EUR 36 million and 56 million, respectively, 2010 seems on Page 60 Deutsches Eigenkapitalforum Fall 2010 1 0 0 2007 2008 Sources: Deutsche Börse AG, VISCARDI AG 2009 2010 Bond? Wir platzieren auch Ihren Bond! September 2010 Oktober 2010 Oktober 2010 Oktober 2010 November 2010 Ihr Unternehmen EUR 50.000.000 Corporate Bond EUR 25.000.000 Corporate Bond EUR 50.000.000 Corporate Bond EUR 10.000.000 Corporate Bond EUR ???.000.000 Corporate Bond Lead Institutional Sales youmex Invest AG Sales Agent youmex Invest AG Sales Agent youmex Invest AG Sales Agent youmex Invest AG Lead Sales Agent youmex Invest AG I Emissionsberatung und -begleitung I Corporate Bonds, Anleihen, Wandler I IPOs, Going & Being Public Services I Kapitalerhöhungen, (Um-)Platzierungen I Listing im Open Market, Entry Standard, General Standard und Prime Standard youmex Invest AG ist zugelassenes Finanzdienstleistungsinstitut . youmex AG ist Deutsche Börse Listing Partner youmex Invest AG . Beethovenstr. 12-16 . 60325 Frankfurt / Germany . T +49 69 795 398-000 . F -200 . www.youmex.de Capital Markets GDR Programs in the regulated market of the FSE Overview of the specifics On 9 November 2010, with IBS Group Holding Limited, the Frankfurt Stock Exchange (FSE) welcomed the first global depositary receipts (GDR) program in the regulated market (General Standard).1 In connection with such a listing, a securities prospectus for depositary receipts was, for the first time, filed for approval and approved by the German Federal Financial Supervisory Authority (BaFin Bundesanstalt für Finanzdienstleistungsaufsicht). A survey regarding Russian companies on the FSE Russian companies access the international capital markets either through so-called “dual listings” (listings of the Russian original shares on a Russian stock exchange and of the corresponding depositary receipts (GDRs/ADRs) on a foreign exchange) or through the issue of securities (shares/GDRs/ADRs) by a holding company incorporated outside of Russia and the listing of these securities exclusively on a foreign stock exchange. C.A.T. Oil AG (with a holding in Austria) can be named as an example of a Russian group of companies listed on the FSE through a non-Russian holding with original shares, such shares being admitted to trading on the regulated market (Prime Standard) of the FSE. The GDR program of IBS (with a holding in the Isle of Man) was included for trading in the Open Market (First Quotation Board) in 2007. Numerous depositary receipts programs of Russian companies such as Aeroflot, Gazprom, Lukoil, Rostelecom and Sberbank, the original shares of which are listed on MICEX and/or RTS in Moscow, are furthermore included in trading in the Second Quotation Board of the Open Market. With IBS’ GDR program, for the first time, GDRs have been admitted to trading on the regulated market of the FSE and a securities prospectus for GDRs has been approved by BaFin. We trust that this transaction has paved the way for GDRs of other Russian companies and also for companies from other regions, which are targeted by the FSE, and from which issuers typically access the international capital markets through GDR programs, for example India. What are depositary receipts? Depositary receipts represent a single share, several shares or fractions of a share in a foreign issuer, who is, as a general rule, restricted for regulatory or other reasons from directly Page 62 Deutsches Eigenkapitalforum Fall 2010 Robert Michels, BEITEN BURKHARDT Rechtsanwaltsgesellschaft mbH Dr. Alexandra Zech, BEITEN BURK HARDT Rechtsanwaltsgesellschaft mbH listing the shares outside of their home country. The underlying shares are generally deposited with a depositary (in most cases a subsidiary of the US-depositary) in the home country of the issuer and then issued as depositary receipts by such a US-depositary. On the international capital markets, American depositary receipts (ADRs) and global depositary receipts (GDRs) are well-established financial instruments. Specifics of the securities prospectus One pre-requisite for the admission of securities to trading on the regulated market is a securities prospectus approved by the competent authority. The securities prospectus must at least contain the information which has to be included in the prospectus pursuant to Regulation (EC) No. 809/2004 of 29 April 2004 (Prospectus Regulation). With Annex X, the Prospectus Regulation provides a separate annex for depositary receipts regulating the minimum content of the securities prospectus. Pursuant to this Annex, information has to be included in the securities prospectus for depositary receipts with respect to the issuer of the underlying shares and the securities, which are the subject matter of the prospectus, as well as information relating to the depositary, which has issued the depositary receipts. In accordance with the interpretation by BaFin of the word ”issuer” as contained in the German Securities Prospectus Act (WpPG Wertpapierprospektgesetz), the issuer of the depositary receipts has to take responsibility for the prospectus. Financial authorities in other member states, where FSE 1) Beiten Burkhardt advised IBS on all matters of German and Russian law in connection with this listing. Capital Markets competes with stock exchanges for issuers from emerging markets, may have a different interpretation and certainly does not mean that the relevant depositary bank needs to assume responsibility for the prospectus. However, BaFin permits, that the responsibility statement of the depositary (in contrast to the responsibility statement of the issuer of the underlying shares and the applicant for the admission of the securities) may be limited to the prospectus information imposed by Annex X items 26 and 28 of the Prospectus Regulation. Such provisions deal with the required information relating to the issuer of the depositary receipts and the relevant securities. It has to be noted, that the information required according to items 26 and 28 of Annex X might not be covered by the information contained in the Terms and Conditions of the GDRs which are displayed in the prospectus. Das hören ! Investoren Specifics of post-listing obligations Within the IBS transaction, BaFin made it clear that only the issuer of the underlying shares and not the issuer of the GDRs is required to fulfil the post listing obligations according to the German Securities Trading Act (WpHG Wertpapierhandelsgesetz). There was a degree of uncertainty in this regard due to the fact that the clarification contained in the Directive 2004/109/EG of the European Parliament and of the Council dated 15 December 2004 (Transparency Directive) has not been implemented in the WpHG. Regarding the applicable post listing obligations it needs to be added that there are considerable differences between post listing obligations for shares and GDRs, especially in the General Standard. An issuer of shares, for example, is not obliged to publish its half-yearly financial reports or to make any interim management statements. In case the underlying shares are not admitted to trading on an organized market pursuant to section 2 para. 5 WpHG, the provisions on disclosure of directors’ dealings (section 15a WpHG) and the provisions on voting rights notifications (sections 21ff WpHG) shall not apply. Outlook Besides IBS, other Russian companies announced their plans to seek a stock exchange listing in the coming months. Due to its various market segments and its services portfolio, the FSE is considered to be well-positioned to attract new issuers from target regions such as Russia/the CIS region and India. The future will show whether the IBS transaction was an “ice-breaker” for the FSE in this regard. Deutsches Eigenkapitalforum Fall 2010 Page 63 BÖRSE HÖREN. www.comdirect.de · www.sbroker.de www.postbank.de · www.brn-ag.de ... Capital Markets Going public in volatile markets How to de-risk an IPO IPO activity in Europe has picked up considerably in 2010. However, the IPO market went through various phases driven by sovereign risk in Europe; concerns with respect to economic growth in certain areas; monetary policy and the perceived stability of the banking sector. This has resulted in volatility metrics for equities moving within a wide range. As sentiment for IPOs is closely correlated with volatility, many offerings have been cancelled – in EMEA almost 30% until the end of October 2010 according to Bloomberg. Improving transaction certainty, i.e. “de-risking” an IPO has therefore been a crucial element of the IPO preparation process. The article describes important elements of “de-risking”, namely securing support from anchor/cornerstone investors, differentiation of the equity story and optimizing the IPO offer structure. IPO preparation The targeting of anchor or cornerstone investors is done through a pre-sounding process, which has become an integral part of the IPO preparation. There are various ways in which the commitment of a particular investor and the level of associated prospectus disclosure can be structured: in its simplest form an anchor investment is an order on the first day of bookbuilding without disclosure of the investor name. In some instances investors may Philip Grosse is Director Equity Corporate Finance and Austria at Credit Suisse. Philip Grosse, Director, Credit Suisse accept disclosure of their name as anchors. Alternatively an investor may be willing to participate as a cornerstone at the IPO price with a pre-agreed order size disclosed in the prospectus and may consider a lock-up post IPO in return for a guaranteed allocation. Being able to disclose support for the transaction is a key mechanism to de-risk execution and provides the ability to negotiate from a position of strength with investors by encouraging competition for the shares on offer. Engaging anchor or cornerstone investors also validates the issuers’ equity story and emphasises credibility of the management. Credit Suisse has successfully managed to deliver anchor or cornerstone investors in several recent IPOs, with average demand representing approx. 20% of total demand for all such investors targeted in the presounding. IPO execution Differentiating the issuer’s equity story is another key element to de-risk the IPO execution. It summarizes the issuer's investment case and growth prospects. Shaping the equity story in the right way is crucial for transaction certainty. Credit Suisse’s proprietary HOLT framework links corporate actions to valuation; it is an extremely valuable tool to provide pre-IPO capital markets pers- Page 64 Deutsches Eigenkapitalforum Fall 2010 Capital Markets pectives on the issuer and to identify the key value drivers to fine tune the equity story. This tool is used by many institutional investors worldwide and was applied successfully in many IPOs, where Credit Suisse was a bookrunner. Investor appetite will also be significantly affected by the IPO offer structure. In order to get leading fund managers engaged, it is important to give visibility of expected liquidity of the stock in the secondary market, particularly in a market where volatility levels are high. Consequently, most issuers with large offerings and therefore more liquid stocks have outperformed the average for all issuers, both in absolute terms but also relative to the benchmark index. Secondly, investors scrutinize an issuer’s capital structure in the current market. De-risking an IPO includes an analysis of the issuer’s leverage and refinancing risk against the background of its peers; cyclicality of the business and investors’ risk appetite. Finally, choosing the right window is critical for achieving optimal IPO execution in volatile markets. Being well prepared is therefore important for “de-risking” by creating optionality for an opportunistic launch. Conclusion The current IPO market environment is still affected by increased uncertainty. Issuers and the advising banks need to address the above topics early on in the process to maximize transaction certainty. Advertisement WHAT MAKES VDI NACHRICHTEN FOR ENGINEERS GERMANY´S MOST EXCITING WEEKLY NEWSPAPER? When it comes to important * information on new technologies and markets or suitable vacancies for technical specialists and managers, there´s only one thing that engineers have eyes for: VDI nachrichten. Up to date. Comprehensive. Indispensable. Every Friday. Read now, subscribe soon. * 78% of VDI nachrichten readers hold salaried management positions. 31% are technical managing directors. (LAE 2009) SEE FOR YOURSELF. www.vdi-nachrichten.com/abo The essential. Weekly. VDI Verlag GmbH · VDI nachrichten Phone +49 (0)211 61 88-441 · Fax +49 (0)211 61 88-209 · vertrieb@vdi-nachrichten.com Capital Markets Family IPOs IPOs as an alternative for family companies Many family companies and/or their shareholders were not really keen on going public. The loss of influence, fear of opposing non-family shareholders and the publicity associated with going public were often the disadvantages that were stated for an IPO. However, times change. Family companies are also increasingly considering going public and establishing that when looked at more closely it's not actually that bad. Some entrepreneurs actually see solid advantages having concretely examined the “IPO option”. Dr. Elmar Jakob is a managing partner at IPONTIX Equity Consultants GmbH in Frankfurt am Main. He primarily ad vises SMEs and family companies on corporate finance topics. He was pre viously employed at the BHF BANK and McKinsey. Many reasons for more equity Family companies today see themselves as facing a whole range of challenges. Some are in an industry which has a strong trend towards consolidation. Anyone who wants to actively use this consolidation, also in an international context, must show a healthy financial balance and sufficient equity. However, it is often also internal family matters which prompt the question of equity. Heirs are sometimes more interested in a payout than being an entrepreneur in the long-term. This also frequently results in full-bloodied disputes which can only be solved by paying out to a group of shareholders. The remaining shareholders must in this case Dr. Elmar Jakob, Managing Partner, IPONTIX Equity Consultants GmbH often spend significant amounts which are not available without more liquidity. A pressing special topic: many family companies borrowed standard mezzanine programmes which have to be paid back from the middle of 2011. Many CFOs from these mezzanine holding companies who have switched on their “financial planning high beam headlights” are also taking into account an IPO as an alternative worth considering. Figure 1: IPONTIX study on family companies: Would your company consider going public in the next three years*? 7 1) Yes; concrete measures/preparations have already been introduced 2) Yes; preparations will begin in 2011 Going public is a realistic option in the medium term for 28% of family companies 13 3) Yes; in principle we could imagine going public 27 4) Total yes (total of 1 to 3) 47 No opinion: have not discussed going public before 45 76 No 0 10 20 30 40 50 *Results from a survey of German family companies during the period August September 2010 (168 family companies participated) Source: IPONTIX Equity Consultants GmbH Page 66 Deutsches Eigenkapitalforum Fall 2010 60 70 80 Capital Markets FinanceAsia has become the world’s foremost information source on the Asian financial markets for top decision makers. Private equity as an equity source? If takeovers are envisaged and the banks are signaling that there is no major leeway for acquisition financing with a given equity amount, venture capital companies are occasionally rightly being conceived as a financing alternative. These provide equity for a fixed period and become temporary shareholders. Many family companies find individual private equity companies' contractual restrictions and the exit fixing which often exists as unsuitable for their own company situation. A possible solution can be family offices which usually act somewhat more informally than a pure private equity company and yet are particularly well accepted if the family offices' wealth background perhaps even comes from the same industry in which the target company is active. Many family offices are also long-term focused and – provided there are ample dividend payments – they can also imagine a so-called long term equity partnership. And yet: there is a new shareholder at the table who also has a say according to his percentage of investment and contractual arrangements. Family companies are increasingly considering the stock exchange In the last two years, the tendency has significantly increased that family companies are actively considering the option of going public. The change in generation has brought with it a positive contribution. Many family companies have also become more aware through the financial crisis and their changed relationship with the banks that capital market financing and thus a certain degree of independence from the banks has become more important. A study carried out by IPONTIX in the late summer of 2010 confirmed that many family companies are considering going public. It has also become clear to companies that equity is an ever increasing competitive factor. The theme of strengthening equity is therefore increasingly Deutsches Eigenkapitalforum Fall 2010 FinanceAsia has become the world’s foremost information source on the Asian financial markets for top decision makers. Each print subscription package includes: Q 11 copies of FinanceAsia Magazine per annum Q 9 special investigative Yearbooks/Supplements per annum Includes Asian Private Capital Q 20 exclusive and proprietary Polls or Research Reports Q Up to 10 informative Asian Country Reports per annum Q Daily Headline and Weekly Capital Market Email Alert Q FinanceAsia Year End Review Q Plus access to FinanceAsia eMagazine same great content as print copy but published up to 10 days early. Includes access to back issues and supplements, all can be accessed via web browser from any location. Daily news website and article archive: www.financeasia.com Q In addition to the Print and eMagazine, for the full subscription package you can also subscribe to the daily news website which contains an archive of over 13,000+articles. Q New articles added daily, video content, conference information and intuitive search functionality. Subscribe today! For subscriptions enquiries: Call our subscriptions hotline: +852 2122 5222 Email: subscriptions@financeasia.com Subscribe securely online now: http://www.FinanceAsia.com/subscribe Page 67 FinanceAsia is published by haymarket media limited Capital Markets Figure 2: IPONTIX study on family companies: What are the significant reasons for possibly going public*? Equity increase to finance growth/strengthening of equity base 81% Sale of shares for the (partial) realization of the company value 49% Greater (entrepreneurial) independence compared to incorporating private equity or selling the company 36% Higher value of company compared to selling company/private equity 23% Equity increase, sales of shares (diversification of assets) and preservation of company inde pendence are the main reasons for family companies going public 21% Management and staff participation Positive external effect/increased recognition 17% Easier use of capital market for further financing options 15% Share as "acquisition currency" for planned takeovers 6% Other reasons 9% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% *Percentage of family companies who see going public as a realistic option in the medium term (47 companies); multiple answers possible Source: IPONTIX Equity Consultants GmbH appearing on management's agenda; the changing role and often stronger position of financial management and/or CFOs in many companies also support this trend. When weighing up between the incorporation of a PE investor or an IPO, the IPO often wins the upper hand. Why is this the case? which are increasingly establishing themselves as legal forms of incorporation. Depending on the organization, the family influence can be preserved in these legal forms and co-determination is restricted, with simultaneous acceptance of investors on the capital market. Tangible advantages of going public Prospects From the family company's perspective it is sometimes “more pleasant” not to have a private equity issuer on board but to have a number of smaller shareholders. With the right issuing concept, the majority can be kept in family hands not just with an IPO but also with one or more capital increases. Going public brings about the fungibility of company shares. Individual family shareholders can reduce their share in the company with an IPO and thus diversify their assets. At the same time they still have a share of the company and can profit from company growth. 2010 was also not a year for celebrations for IPOs in Germany. The German IPO market is running behind those abroad, where numerous companies also went public in 2010. For 2011 and subsequent years it can, however, be assumed that more companies will again also go public in Germany: an increasing percentage of stock exchange candidates will be family companies who want to increase their equity base in this way. Family companies, whether well-known brand items or much-lauded hidden champions have nothing to fear with the stock exchange: with the right preparation and corresponding organisation, an initial public offering might not be a walk in the park, but it is a promising financing option with lots of opportunities for the future. Family companies today are more frequently asking about KGaA (partnership limited by shares) and the new SE, Page 68 Deutsches Eigenkapitalforum Fall 2010 FOR GROWING SUCCESS Corporate success is all about leveraging market insights and reality, backed by maximum legal confidence. With its strong, trust-based client relationships, extensive presence and highly qualified advice, CMS Hasche Sigle can help you achieve your aims. We are one of the top law firms for capital market transactions, having advised on more than 70 IPOs since 1997. Supported by more than 2,800 lawyers at 44 international CMS offices in 27 countries, plus nine offices in Germany, our synchronised full-service approach delivers top-quality service and seamless management of cross-border projects. For our clients, this means excellent advice and sustainable solutions tailored to their needs. CMS locations include: Amsterdam | Berlin | Brussels | London | Madrid | Paris | Rome | Vienna | Zurich | Algiers | Antwerp | Beijing | Belgrade Bratislava | Bucharest | Budapest | Buenos Aires | Casablanca | Cologne | Dresden | Duesseldorf | Edinburgh | Frankfurt /Main | Hamburg | Kyiv | Leipzig Ljubljana | Lyon | Milan | Montevideo | Moscow | Munich | Prague | São Paulo | Sarajevo | Shanghai | Sofia | Stuttgart | Utrecht | Warsaw | Zagreb www.cms-hs.com Capital Markets Corporate brokerage Continuous dialogue with investors as success factor for small and medium-sized enterprises Queuing, tea with milk, warm beer and corporate broking are readily quoted in continental Europe as anachronistic features of the United Kingdom. In this context, the tradition of corporate broking does not fall short of the seemingly bizarre culinary delicacies from the home country of capital markets. Despite the demise of “Gentlemanly Capitalism” the City of London has always remained loyal to the concept of corporate broking. With good reason: corporate broking stands for a comprehensive long-term corporate finance advisory partnership with the clear aim to optimise the terms of capital market funding. In the aftermath of the recent global financial crisis, a dire outlook on heightened capital adequacy ratios for financial institutions and as such more restrictive bank lending behaviour is likely to force companies to diversify their sources of funding via the capital markets. Particularly in the traditionally loan financed countries in continental Europe, a financing bottleneck and a fierce competition for (equity) funding has emerged in the recent past. Generally, with the gradual opening of capital markets and a likely demand overhang for capital marketbased funding, close ties to key investors and as such the role of corporate brokerage is expected to gain in importance. Enabling frictionless communications between companies and (institutional) investors and thus improving the terms of capital market financing builds the foundation of a corporate brokerage mandate. It has to be emphasised that the engagement of the corporate broker is not limited to marketing of a stock as part of a primary market transaction, but primarily focuses on extensive support in the secondary market. Usually, the corporate broker commences his work well in advance of transaction providing comprehensive pre-IPO advisory services. The gradual introduction of the company to capital markets through a bond or share placement typically constitutes the basis for a series of transactions. Nico Baader, Member of the Board, Baader Bank Oliver Riedel, Head of Institutional Equities and Derivatives, Baader Bank acceptance of the company's strategy with financiers. This is important since a volatile investor base may significantly increase financing costs as the company may not be able to rely on its key investors to raise additional funding. Furthermore, the corporate broker upholds a constant dialogue with opinion leaders and is therefore ideally positioned to enhance the company's market perception and to improve the acceptance of the company’s strategy with existing and potential investors. Advantages of corporate broking for small and medium-sized enterprises A better understanding of the company’s strategy and a more precise definition of the investment profile not only lower the company's financing costs through an increase of transparency, but also enhance demand in the secondary market. Similarly to the real economy, improving a product's perceived positioning and visibility may lead to an increase in demand relative to other products competing in the same market. In addition, a company's valuation in the secondary market is also based on the liquidity of a stock, as investors deliberately discount illiquid investments. An increase in the liquidity on the back of corporate broking activities is also advantageous as the size of institutional investors' positions in a stock and thus their demand generally grow with the liquidity of the shares. The corporate broker's central task is to keep abreast with the latest developments in the capital markets on behalf of the company: The corporate broker analyses the company’s profile from a capital market perspective, investigates investors' assessments and expectations and critically examines the Unlike large companies, small and medium-sized enterprises are neither the focus of both the financial press and the research departments of numerous banks, nor are they represented in well-known stock indices. Therefore an active and transparent communication with capital market participants is Page 70 Deutsches Eigenkapitalforum Fall 2010 Capital Markets of critical importance to these companies to gradually increase the awareness of investors and analysts for their traded shares. Engaging in a continuous dialogue with investors via a corporate broker, like Baader Bank, increases the probability of a successful placement since demand and supply of shares, price sensitivity and timing can be duly identified prior to launching a transaction. Areas of interactions between the corporate broker and market participants The interactions with market participants occur on three levels: 1) The corporate broker's equity research is the backbone for the dialogue with institutional investors independent of the direct involvement of company officials. The initiation of the research coverage through the corporate broker's research analysts improves the appreciation of a firm’s operations with investors and the general public as more information on the company’s operation are made available on a regular basis. In addition, the distribution of company research enables the corporate broker to explicitly target new key investors with the aim to expand and diversify the investor base. Clearly, research reports are not an end in itself, but open the door for an ongoing dialogue with investors and as such constitute the basis for meaningful investor feedback. As such, a comprehensive research coverage allows companies to compare and potentially align their corporate strategy according to market feedback and analysts’ perception. The market impact as a reaction to the release of research and the access to opinion leaders amongst the institutional investors predominantly depend on the reputation of the respective analyst. 2) A direct dialogue between company officials and institutional investors is facilitated through national and international roadshows. In addition, investor conferences with focus on specific sector and firms sizes are organised periodically by the corporate broker to provide a platform where dedicated specialist investors and companies both prosper from exchanging the latest developments and industry trends. Usually, roadshow activities are not limited to the marketing of less frequent primary market transactions, but are applied regularly to convey relevant company information to market participants efficiently. 3) Contracting of a market maker and a designated sponsor ultimately ensures the availability of market quotes and provides stock supply and demand in the absence of an appropriate counterparty. Since the designated sponsor is the prime dealer in a company’s stock, information on share positions, share demand of selected investors and price sensitivity can be easily determined prior to a possible equity transaction. Die INDUS Holding AG G hat durch ihr Geschäftsmodell den „Stresstest 2009“ hervorragend bestanden G ist ein attraktiver Wachstumswert G vereint im Portfolio aktuell 40 erfolgreiche mittelständische hidden champions G ist mit ihren Beteiligungsunternehmen technologisch führend und hoch spezialisiert in attraktiven Nischenmärkten tätig G löst Nachfolgeprobleme im deutschsprachigen Mittelstand G setzt 2010 über 900 Mio. € um und erreicht ein EBIT von mehr als 80 Mio. € G hat seit Beginn 2010 eine Kursperformance von +60 % erzielt G liefert seit Jahren attraktive Dividendenrenditen bis 6% Conclusion Scarcity of available bank financing has forced Anglo-Saxon companies to nurture a close dialogue with existing shareholders in order to bank on their financial support. In contrast, companies in continental Europe have largely relied on classic bank loans. As a consequence of the international financial crisis the equity requirements of banks are expected to increase in the near future, particularly with a view to Basel III. Restrictive lending behaviour in particular to small and medium-sized companies is considered to be a major outcome following the introduction of higher capital adequacy ratios. It is therefore reasonable to assume that demand for capital market-based financing is likely to increase. In times of heightened competition for funding the role of a corporate broker will gain in importance to draw on investors’ support to meet financing needs. Deutsches Eigenkapitalforum Fall 2010 Page 71 INDUS Holding AG Kölner Str. 32 51429 Bergisch Gladbach Telefon: (02204) 4000-0 Telefax: (02204) 4000-20 Email: indus@indus.de Internet: www.indus.de WKN 620 010 ISIN: DE 000 620 01 08 Industries & Sectors LifeScience Forum Healthcare reforms call for innovative strategic answers Healthcare around the world is currently the target of government reforms aimed at achieving rapid spending cuts and fundamental structural changes since demand for healthcare provision is growing at a time of tight public finances. Healthcare companies able to find the right strategic answers to these reform efforts should have good access to financing on the capital market and be among the winners on the stock market. Healthcare reforms in Germany In the last few years, the German healthcare sector has been confronted on an almost yearly basis with fresh reform efforts such as: • GKV-Modernisierungsgesetz (GMG – Modernisation of the Statutory Health Insurance System Act) in 2004 • GKV Wettbewerbsstärkungsgesetz (GKV-WSG – Act to strengthen competition in the statutory health insurance system) in 2007 • Krankenhausfinanzierungsrahmengesetz (KHRG – Hospital Finance Act) in 2009 • GKV-Finanzierungsgesetz (GKV-FinG – reform of statutory health insurance) in 2011 In view of the threat of a financing deficit of EUR 11 billion in 2011, reform measures currently under discussion in the German healthcare sector are aimed at achieving spending cuts in the short term as well as continuing with fundamental Dr. Christa Bähr is Head of Life Science Team, Lead Analyst Health care and Group Leader in Equity Research at DZ BANK. She is a CEFA Investment Analyst/DVFA, Chartered Financial Analyst (CFA) and chairwoman of the DVFA Life Science Commission. Dr. Christa Bähr, Equity Research, Head of Life Science, DZ BANK structural measures. Once the GKV-Finanzierungsgesetz (GKV-FinG – reform of statutory health insurance) has come into effect, it should lead to total healthcare savings of EUR 3.5 billion in 2011 and around EUR 4 billion in 2012, especially in terms of administration costs and expenditure on drugs, physicians and hospitals. The structural reform – which has been under discussion for some time – is aimed at creating a healthcare system for the future that is “fair, stable, competitive and transparent for all”. The draft law currently under discussion (GKV-FinG, AMNOG) is expected to come into force on 1.1.2011. Promising company strategies These political reforms call for forward-looking strategies on the part of healthcare companies, such as extending their value chain, internationalisation and innovation, as well as providing cost-efficient high-quality medical care. Personalized medicine In the last few years, the German healthcare sector has been confronted on an almost yearly basis with fresh reform efforts. Page 72 Deutsches Eigenkapitalforum Fall 2010 In view of the huge costs of treatment in oncology, the savings potential through personalized medicine is likely to play an ever greater role. The aim of personalized medicine is to allow doctors to prescribe a customized and hence promising treatment to their patients early on, which takes STELLEN SIE SICH VOR: ES GIBT EINE KANZLEI, DIE MIT KREATIVITÄT UNTERNEHMEN AN DIE BÖRSE BRINGT. Die Vorbereitung eines Börsengangs gleicht einem Hürdenlauf. Diese Schwierigkeiten lassen sich mit unseren Ideen und rechtssicheren Lösungen überwinden. Mit exzellentem Fachwissen, jahrelanger Erfahrung in Ihrer Branche und Begeisterung für Ihr Projekt geben wir Ihnen die Sicherheit, die Sie zur Erreichung Ihres Ziels brauchen. Wir nennen das „Imaginative Thinking“. Mehr unter: osborneclarke.de Besuchen Sie uns beim Eigenkapitalforum in Frankfurt am Main vom 22.- 24.11.2010, Stand 7.15R. Industries & Sectors tive impact from cost-cutting than stand-alone facilities and, secondly, that efficiency reserves in the healthcare system can be tapped. Figure 1: Sector Performance – Three-Year Comparison 120 Emerging markets 100 80 60 40 Nov 07 May 08 Nov 08 May 09 Prime Pharmaceuticals & Health Nov 09 May 10 STOXX Healthcare Nov 10 DAX Sources: FactSet, DZ BANK into account their individual genetic profile. Patients benefit from this type of made-to-measure treatment through greater chances for treatment success and fewer side effects, which also offers companies a chance to reduce R&D costs through smaller, pre-selected patient groups and a smaller failure risk in clinical trials. The close interconnection between diagnosis and treatment presents major opportunities not only for big pharmaceutical companies which offer diagnostic tests together with a treatment, but also for many smaller companies involved in the development and distribution of genetic tests and biomarkers. Integrated healthcare concepts The idea of tapping into efficiency reserves through integrated care concepts in the area of healthcare services entered into a new dimension with the GMG (2004). Among other things, the act has opened up hospitals to out-patient treatment and made it possible to set up MVZs (multi-disciplinary healthcare centres) with the aim of improving the quality of medical provision. Since then, the number of MVZs has risen sharply and the boundaries between acute, rehabilitation and care and between in-patient and ambulatory healthcare facilities are becoming increasingly fluid. Horizontal and vertical integration as well as cooperations are opening up substantial rationalization and synergy potential for efficient healthcare operators. This means firstly that integrated companies are in a much better position to offset the nega- Page 74 Deutsches Eigenkapitalforum Fall 2010 A greater focus on value-for-money in medical technology is leading to opportunities for innovative products such as telemedicine and molecular diagnostics. However, the sector is depressed by spending cuts in healthcare systems and by a change in demand behavior on the part of hospitals and pharmaceutical companies – especially in developed markets. Many companies are therefore focusing on the emerging markets where the main aim of healthcare reforms is to secure basic care for the population as a whole and to raise the level of medical care. This is opening up opportunities, especially for medical technology companies with a product portfolio that is geared to such countries and with the relevant distribution channels. Conclusion In healthcare, political reforms are part-and-parcel of the business model. Healthcare companies have to prove themselves over and over again and come up with the right strategic answers to reform efforts aimed at dampening costs and at structural reform in the healthcare market. Healthcare companies in particular which help tap into efficiency reserves in healthcare systems and which ensure affordable, high-quality medical care for all, are likely to have good access to financing on the capital market and outperform on the stock market; this also applies to innovative companies which are concentrating successfully on the treatment of unmet medical needs and the development of customized treatments in nichebuster indications such as cancer. ),0;,5 )<92/(9+; 9<::0(*0: ,?7,9;: Have advised IBS Group Holding Limited in connection with the first listing of GDRs in the Regulated Market of the Frankfurt Stock Exchange 96),9; 40*/,3: 96),9;40*/,3:'))3(>*64 4(905( ;,.@726 4(905(;,.@726'))3(>*64 +9 (3,?(5+9( A,*/ (3,?(5+9(A,*/'))3(>*64 -(32 ;0:*/,5+69-(32;0:*/,5+69-'))3(>*64 ),0105. Ç ),9305 Ç )9<::,3: Ç +<::,3+69- Ç -9(52-<9; (4 4(05 Ç /65. 265. Ç 2@0= 46:*6> Ç 4<50*/ Ç 5<9,4),9. Ç :/(5./(0 Ç :; 7,;,9:)<9. Ç >(9:(> >>>),0;,5)<92/(9+;*64 Industries & Sectors Far reaching impact of the Euro’s financial crisis Uncertain outlook for the world’s largest renewable infrastructure investment end markets The 2010 Euro sovereign debt crisis has caused turbulence across the Cleantech sector, spawning a changing regulatory landscape, volatile public and private capital markets, as well as foreign exchange turbulence across an increasing global supply chain. The outlook for the world’s largest end markets for renewable infrastructure investment remains uncertain. Sovereign debt and capital markets The “credit crunch” and global economic downturn have led countries around the world to apply fiscal and monetary stimulus packages in order to soften the impact of reduced credit supply. Resultant Eurozone policy decisions across the economic region highlight regional complexity due to the tension of a common monetary policy without a unified fiscal strategy. Whereas in 2008 and 2009 company and country-level policy decisions were in the spotlight, towards the end of 2009 the focus changed as it became increasingly clear that Greece’s sovereign debt levels were not sustainable, and markets shortly thereafter realized that other countries may also be heading for fiscal trouble. Major European countries entered the financial crisis in 2007 with an average budget deficit of 1.1% of national income. By mid-2010, this figure had risen nearly eight-fold with countries such as Spain showing more extreme deficits (shifting from a budget surplus of approximately 1% to a projected deficit of 10.4% over the same period). Ultimately, the EU’s rescue package has helped to restore investor confidence in Eurozone debt. However, concerns remain around countries such Page 76 Deutsches Eigenkapitalforum Fall 2010 Martina Ecker is a Managing Director at Jefferies International Ltd. in the Frankfurt office with more than 15 years of experience with Cleantech and industrial companies. Prior to joining Jefferies in 2007, she spent ten years with KPMG. Dr. Martina Ecker, Managing Director, Jefferies International Limited as Spain, Ireland and Italy as shown by widened spreads over German sovereign debt. Investor confidence weakens Against the backdrop of European government efforts to counteract rising public debt levels and nervous financial markets, generous government subsidies for the Cleantech sector have come under increased scrutiny. While some changes to feed-in tariffs (FiTs) had been planned for some time, the pressure on governments to cut spending may have led to an additional revision of targets. Government regulation still plays a major role in shaping industry developments, particularly in the solar industry, thus these announced changes, coupled with the ongoing uncertainty regarding the evolution of potential tariff plans over the next 12-18 months, have made investors cautious. Spanish government evaluation of retroactive cuts for PV tariffs on assets commissioned in 2007 and 2008 caused havoc in the market and forced T-Solar and Engyco to put their IPOs on hold. The idea has fallen out of favor as retroactive cuts would likely have had a ripple effect that would have been felt across the wider renewable energy sector and may have caused a significant loss of investor confidence in FiTs more broadly. As of now, discussions around reducing the government subsidies retroactively have been doused, although go- Industries & Sectors vernments throughout Europe are proceeding with plans to reduce FiTs for new installations. Reduced capital availability In the European public equity capital markets (including IPOs, follow-ons and convertible issues) monthly total deal volumes had increased by 40% from 2008 to 2009 to USD 30.4 billion issuance. However, this uptick in deal activity reversed in 2010, with year to date monthly average deal total of approximately USD 11.1 billion, down about 60% year on year. These statistics are mirrored across the Cleantech sector. The number of completed IPOs in Europe peaked in Q4 2007 with around 12 deals (total deal value of approximately USD 8.6 billion). The total deal value of European Cleantech IPOs in 2009 and 2010 (year to date) was approximately USD 21.8 million and 456.6 million, respectively. Similarly, venture capital as well as private equity investment volumes into Cleantech have been flat compared to last year. In 2010, European VC/PE investments totaled around USD 1.2 billion, year to date; this compares with investments of approximately USD 2.1 billion in the same period in 2008. European high yield bond activity was one of the few bright spots, surging in April with EUR 5.6 billion of new issues, the second largest monthly total this year and the third largest monthly number in terms of volume since the beginning of 2008. On the debt financing side, the number of large project deals closed in the first half of the year has been disappointing, despite an increase in the general availability Advertisement Investment Banking basiert auf Vertrauen. ,ONDON r &RANKFURT r :RICH $IE EIGENTMERGEFHRTE 3ILVIA 1UANDT #IE !' BIETET UMFASSENDE )NVESTMENT "ANKING 3ERVICES FR DEN -ITTEL STAND $AS $IENSTLEISTUNGSSPEKTRUM UMFASST Corporate Finance Debt Financing Investment Research Institutional Brokerage Designated Sponsoring* $IE 3ILVIA 1UANDT #IE !' 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AG handelt als gebundener Agent im Sinne des § 2 Abs. 10 Kreditwesengesetz (KWG) namens und auf Rechnung der biw Bank für Investments und Wertpapiere AG, soweit sie Dienst- leistungen erbringt, die der Anlage- und Abschlussvermittlung sowie dem Platzierungsgeschäft im Sinne des § 1 Abs. 1a Satz 2 Nr. 1, 1c und Nr. 2 KWG zuzurechnen sind. Industries & Sectors Figure 1: European equity capital markets activity (September 2009 – September 2010) $m 60.000 50.000 40.000 30.000 20.000 10.000 0 2009 2009 2009 2009 2010 September October November December January Deal Value 2010 February 2010 March 2010 April 2010 May 2010 June 2010 July 2010 August 2010 September 1 Year Cumulative Moving Average Source: Dealogic of debt1. Q2 2010 total Cleantech asset finance in Europe was around USD 6 billion, versus approximately USD 14 billion in Q2 2009. Project finance has also been affected, with average spreads on debt finance for onshore wind and PV projects in Europe being at around 235 basis points (bps)2. This is still far below the 80bps level reached during 2007. Spreads are not consistent across Europe; worries about public spending cuts in general and reduced support for Cleantech projects in particular have tended to keep margins higher in Southern European countries. Is the European crisis over? It seems that the European rescue measures, such as the European Financial Stability Facility (EFSF) package, have eased the immediate pressure from capital markets, but Page 78 Deutsches Eigenkapitalforum Fall 2010 the environment will continue to be challenging for Cleantech companies. The meltdown of the financial system in September 2008 put an end to the illusion that Cleantech companies can operate unaffected from the broader financial and economic environment. Two years later, Cleantech companies continue to be heavily impacted – the wind sector due to a particularly challenging project financing environment, the solar sector because of ongoing discussions around FiT decreases – the lifeblood of the industry. Successfully navigating this environment means a relentless focus on cost and a stable financing base, which allows for the seizing of opportunities for growth as they present themselves in a consolidating sector. 1) Source: Bloomberg New Energy Finance, July 2010. 2) Source: Bloomberg New Energy Finance, July 2010. *DQVFK XQG 3DUWQHU VLQIRQLVFKHV FRQVXOWLQJ From Solo to Symphony „Symphony is a rich whole in which different kinds of details impressively interact.“ (Duden) In companies success can also only be achieved if a homogenous whole is made out of the individual expertise across departments. In-hous e worksho ps with Ch ristian Gansch INSPIRATION AND MOTIVATION THANKS TO A CHANGE IN PERSPECTIVE WHAT USE ARE ORCHESTRA METAPHORS ? A top orchestra is a prime example for efficient They enable the neutral and therefore relaxed management, leadership and conflict resolution verbalisation of conflict themes. It encourages the strategies: Who sets the tone? How many soloists emotionalisation of content. It sensitises listening can a team cope with? What freedoms and areas to each other and dealing with each other and of responsibilities are there? How are decisions made? provides guidance as an impartial benchmark. What is the communication like? Whose voice has Metaphors encourage awareness and facilitate priority when? How do management and teams changes. process new ideas? Which subtle conflicts spoil the concert? Allow yourself to be inspired by the In our in-house workshops for management staff, we use a first class orchestra‘s strategies as metaphors, which are structured significantly more complex and precisely than it appears to the audience. processes of the world of the orchestra so that a willingness to act also results from knowledge in your company. FIND MORE INFORMATION ABOUT THIS AT: Gansch und Partner GbR – sinfonisches consulting www.sinfonisches-consulting.de e-mail: info@sinfonisches-consulting.de Industries & Sectors “Germany’s cleantech companies need a specific technological advantage to stay in the running” Interview with Carsten Klante about the challenges, investments and sustainability of Cleantech companies and markets Conference Magazine: Mr Klante, how do you define the generic term “cleantech” or clean technologies? Klante: They are predominantly companies with the aim of sustainably producing energy from renewable resources. Plus also those who help to save energy or raw materials and resources in general. These include sectors such as photovoltaics, wind, solar thermal energy. Conference Magazine: Cleantech and capital market, this hasn't been such a great combination this year when you think about local solar technology companies. Am I wide of the mark? Klante: In the short term that may be right. Overall though it is a success story. There is currently a strong headwind on the solar market, which is making it mainly difficult for European companies. China in comparison is constantly rapidly expanding. We are seeing a time of profound change. Conference Magazine: This year and also before in 2009, companies from these industries were no longer found on the German stock exchange, why the reservation also this year? Carsten Klante is Head of Equity Capital Markets, Germany and Austria at Macquarie Capital (Europe) Limited, Frankfurt. He has many years of experience with IPOs and SPOs. Carsten Klante, Head of Equity Capital Markets, Germany and Austria, Macquarie Capital (Europe) Limited, Frankfurt Klante: The state of the market is still not intact. That would be the prerequisite for further IPOs. Especially fast-growing companies are often rather small, in view of the market environment investors, however, prefer larger, liquid investable companies. This fits with all of the most recent capital market activity, cleantech is no exception. Conference Magazine: Last year the share markets climbed significantly, the base rate is almost zero, volatility is falling, how much more ideal could the environment be? Klante: Investors' appetite for risk is still limited. Volatility had already decreased by the start of the year, but then returned again in April and May. At the end of the day it is this which attracts or deters investors. Therefore, there were several major initial public offerings in Germany in the spring with Kabel Deutschland and Brenntag, afterwards though only a few with small volumes. Conference Magazine: Against this backdrop do you consider wind energy to be more exciting? Klante: Growth in the wind energy sector is also currently quite clearly in Asia. The market is, however, very isolated. Page 80 Deutsches Eigenkapitalforum Fall 2010 FCF is a Corporate Financing specialist arranging, structuring and placing equity and debt capital for private and listed small-/midcap companies. FCF provides its clients with growth-financing, acquisition-financing and/or refinancing advice and services, supporting them in implementing an effective and capital market oriented capital structure while reducing the dependency on bank financing. FCF Financing Services I Equity Capital I Pre-IPO-financing I Public I Debt Capital I Short term I Long term I Hybrid FCF Qualifications I Corporate financing specialist I Qualified access to leading investors I Experienced and dedicated team I In-depth market know-how I Building “lifetime“ relationships Contact person: Arno Fuchs T: +49-89-20 60 409-100 • F: +49-89-20 60 409-299 • M: +49-172-86 36 777 • arno.fuchs@fcfcompany.com FCF Fox Corporate Finance GmbH • Burgstr. 8 • D-80331 Munich • www.fcfcompany.com MUNICH VIENNA www.fcfcompany.com DUBAI Industries & Sectors “In my view solar thermal energy production is the industry with the largest medium term potential.” Topics like offshore wind energy are certainly exciting, although the risks at the moment are still too unclear for investors to want to commit yet. Therefore, this sub-item has not reached the capital markets yet. Investments are restricted to major energy suppliers or here and there through private equity. Conference Magazine: Doesn't insurances also need to take a totally different stance in terms of investments? Klante: This is certainly an issue. On the one hand, German insurance companies practically have an all-time low in terms of investment in stocks but on the other hand insurance companies have opportunities of getting involved in different projects. This is also happening. Conference Magazine: Many investors are a little afraid of this industry because the cloud of subvention sticks to it, political regulatory basic conditions are constantly changing. How can this conflict be solved? Klante: Anglo-Saxon investors specifically are concerned about investing in industries which depend on subvention pots. The funding mechanisms must be clear. Conference Magazine: … how can that be achieved, are you suggesting a change in legal framework? Page 82 Deutsches Eigenkapitalforum Fall 2010 Klante: It's not so much a question of how funding is organized but that it must be reliable. This is why the current problems lie elsewhere. German and also European companies are finding it difficult at the moment due to competition from the Far East, they already need a specific technological advantage to stay in the running. SMA Solar would be such an example. Therefore, some are offering visible ratings and even opportunities for investors in the cleantech sector. Conference Magazine: China has to do something in terms of environmental protection, in its own interest. Can we expect the right foreign issuers from this sector, even in Germany? Klante: Some wind energy producers are currently going public on the Hong Kong stock exchange. There is also some activity in the USA: I am confident that we will also have some more examples again in Europe. Conference Magazine: What is the best way to invest if you are thinking about imminent climate change? – direct investments, funds etc.? Klante: Institutions have the option of directly investing in infrastructure projects. Private investors should contemplate investing in leading technology companies using the stock market. If we look to the future in a visionary way, I believe that in perhaps ten years we will most probably support ourselves using solar thermal energy production. In my view this is the industry with the largest medium-term potential. In Germany we have several of these leading technology companies like Solar Millennium and Schott Solar. Conference Magazine: Mr Klante, many thanks for the interesting interview. The interview was conducted by Falko Bozicevic. 4 1 3 6 2 5 Sie wollen wissen, was dahinter steckt? Für Kurzentschlossene – Besuchen Sie uns während des Eigenkapitalforums. In der Presselounge und an unserem Messestand auf C 3 erhalten Sie vom 22. - 24.11.2010 Einblick in unser innovatives Konzept für passgenaue, modulare Investor Relations. Duty Manager – Ein Produkt von Haubrok Investor Relations Gestaltung www s lkd sign d Für mittelfristige Planer – Die Details zu den Modulen des Duty Managers und wie Ihnen dieser die tägliche Arbeit als IR Manager erleichtert, zeigen wir Ihnen im persönlichen Gesprächen auf. Vereinbaren Sie gerne einen Termin unter +49 (0)89 21 027-520. München Landshuter Allee 10 80637 München Telefon (089) 21 027-500 Telefax (089) 21 027-598 www.haubrok.de | office@haubrok.de Industries & Sectors “Long-term potential for the German real estate sector” Interview with Dr. Christian Schlüter about the German listed property market, attractive market segments and the importance of investor sentiment Conference Magazine: Dr. Schlüter, the German Real Estate Investment Trust, in short G-REIT, still seems to be a complete non-event, why is that? Schlüter: The number of G-REITs, market capitalization and the low level of investor interest in the G-REIT segment is definitely not what many market participants had expected. One reason for this is the volatile market conditions, driven by the negative sentiment resulting from the real estate crisis. Although this was not nearly as marked in Germany as in other countries, the conditions are still unfavourable. Investor confidence first needs to be rebuilt for this to happen. Conference Magazine: How do you do that? Schlüter: With sensible business models, management teams, deals and capital structures. Sensible in this context would mean: sustainable value creation for all stakeholders. This is the only way to revive the sector. Non-value creative transactions will not be considered in the future. Conference Magazine: Are you hinting at several companies that went public in 2006 and 2007? Schlüter: Some companies were not actually in the best position to do this. Access to the German capital market will be challenging for many of these companies going forward. Conference Magazine: Does that mean the G-REIT regime is okay per se, but it is the real estate companies themselves causing the problem? Schlüter: The public debate alongside the legal process took far too long. At one point, nobody was able to understand what the discussion was all about. For instance, the debate on the exclusion of residential property was held in a rather irrational way. And once the bill had been passed, the market suddenly started turning. In summary, the whole timing was simply very unfortunate. Conference Magazine: Why are such large discounts to net asset value, in short NAV, still being observed with German real estate stocks, is there a general explanation for this? Schlüter: Discounts to NAV are not as high as they used to be even just a few months ago. Investors have started to take a different view on the listed property company universe. Page 84 Deutsches Eigenkapitalforum Fall 2010 Dr. Christian Schlüter is a Director of Credit Suisse and heads the bank's Real Estate Investment Banking fran chise for Germany, Austria and Swit zerland. He joined Credit Suisse in 2005. Dr. Christian Schlüter, Director, Credit Suisse Some players recorded significant devaluations in their 2008 and 2009 accounts and have also been actively addressing their upcoming debt refinancings. Investors appreciate this approach and the NAV gap has narrowed down to a range of perhaps 10-15% discount for these companies. Conference Magazine: And how about the others? Schlüter: Those companies which are still perceived by investors to not have done enough of their homework to date, continue to show NAV discounts of 30% and more. Conversely, higher NAV discounts may indicate in part a higher share performance potential from an investor perspective, provided that the respective companies will clearly address their issues. Conference Magazine: Is the German market any different from the ones of our neighbouring countries? Schlüter: If you consider how few listed real estate companies there are in existence in Germany compared with the size of the economy, there is a real opportunity. Austria and Switzerland, for instance, have a higher developed listed real estate sector relative to their national economies. To us, this is clearly an indicator of the long-term potential of the German market. Industries & Sectors Conference Magazine: Which segments do you favour? Schlüter: What matters is what investors favour. The office and special purpose real estate segments are likely to continue to suffer given their characteristics as long as there remains uncertainty about the current economic environment. In contrast, the two most resilient property segments have been residential and retail. In both segments, we are observing investor demand which could lead to increased transaction activity in the listed sector in the medium-term. Conference Magazine: Where are the AngloAmerican investors now who were once so enthusiastic about the German real estate market? Schlüter: Most of them are still around, but they have been focusing on asset management. The ones who came in late and whose fingers got burnt at the 2006/2007 peak are unlikely to be making many new investments in the short term. The ones, however, who already invested in 2003/2004 did good business. Lesson learned: either one gets the timing of playing the cycle right, or one needs a longer-term horizon and a business plan that is not just based on yield compression. Conference Magazine: The German real estate market did not have a speculative bubble like many others – is this an advantage for the future? Schlüter: The bubble has by far been less excessive in Germany. In this respect, you are right. Lower price volatility than in other places is testimony to Germany’s defensive and long-term focused real estate culture. This is something that market participants – domestic as well as international ones – may appreciate and be able to benefit from going forward. Conference Magazine: Dr. Schlüter, many thanks for your revealing insights! The interview was conducted by Falko Bozicevic. Deutsches Eigenkapitalforum Fall 2010 Page 85 For business thinking that stands out from the crowd. Try the IHT for 6 months and save 57%. Call 00800 44 48 78 27 and quote DB10 or visit subs.iht.com/boerse Industries & Sectors Risking the Recovery? Basel III and the credit crunch Following our analysis of Basel III rules, we see a manageable impact on capital ratios of most German listed banks. While Aareal Bank should be able to pay back the state aid already by 2011 and Postbank will now be recapitalized through Deutsche Bank, we see Commerzbank having to raise at least EUR 4.8 billion of capital to pay back its state aid by 2018 at the latest. However, we believe that new regulatory requirements will not lead to a shortage of credit supply in Germany. This is based on three key observations in the German banking market. Michael Rohr joined Silvia Quandt Research GmbH in September 2010 to become Head of Financials, main taining his local focus in a European context. Former stations were Main First Bank and AMB Generali Asset Managers. Fragmented market structure We believe the fragmentation of the German banking sector will help to digest potential lending supply cuts thanks to a stable savings and co-operative banks sector pooling a combined 40% market share in non-bank loans. While this market structure led to lower returns in the German banking market, we now believe it is a structural advantage against those markets where the banking system is mainly geared towards capital markets e.g. UK or Ireland. The German market is still characterized by a high proportion of retail deposits (thanks to a high savings rate and the risk-averse German consumer) while other EU banking markets were much more geared towards wholesale funding in the past. Of course, the Landesbanks remain over-invested in highrisk corporate loans and structured credit vehicles limiting their credit supply function. However, we believe that future Michael Rohr, Head of Financials, Silvia Quandt Research GmbH consolidation will see a shift in market shares towards savings banks and larger private banks taking up the missing supply from the Landesbanks. In essence, we do not see a major credit crunch in Germany, further supported by the emergence of alternative forms of funding. Lending capacity restored German banks increased their capacity to lend based on our assumptions and Bundesbank data, mainly due to a reduction in risk-weighted assets outside their core lending Figure 1: Total lending capacity (risk-weighted assets, €bn) of German banking sector 1995-2010 Figure 2: German corporate deposits stabilize on high levels (Sight, Term and Saving deposits, 1999-2010, €m) 400,000 1,200,000 300,000 1,000,000 200,000 800,000 100,000 0 600,000 100,000 400,000 200,000 Large Corporates 200,000 300,000 400,000 1995 0 2000 2005 Sources: Deutsche Bundesbank, Silvia Quandt Research GmbH Page 86 Deutsches Eigenkapitalforum Fall 2010 2010 2000 Source: Deutsche Bundesbank 2005 2010 Industries & Sectors Photo © Markus Gössing - Fotolia com activities for corporate and retail clients. We were also struck by the fact that corporate lending makes up only 14% of German banks’ total balance sheet. Testen Sie die Börsen-Zeitung 2 Wochen kostenlos JA, ich teste die Börsen-Zeitung zum Kennenlernen zwei Wochen kostenlos, ohne Abonnementverpflichtung. Nach zwei Wochen endet das Probeabonnement automatisch. Während dieser Zeit möchte ich auch den PremiumBereich von www.boersen-zeitung.de, dem Anlegerportal der Börsen-Zeitung, kennen lernen. Alternative forms of funding emerge Global high-yield corporate debt is poised to set another record year in 2010. Albeit the high-yield market seems to be in a near-bubble state, we believe it to be continuously fuelled by highly liquid investors looking for yield pick-ups. Therefore, we believe this market to remain a strong source of funding for many corporates. In addition, we were positively surprised to see that two years into the crisis, corporates continued to build up deposits in German banks. Total corporate sight deposits has grown by EUR 54.7 billion or 5% since Lehman Brothers went bankrupt. We believe this shows how liquid German corporates still are, helping them to self-finance a certain part of any missing credit supply during the crisis. Firma Name / Vorname Abteilung / Position Straße / Nr. PLZ / Ort Telefon E-Mail Datum / Unterschrift Deutsches Eigenkapitalforum Fall 2010 Page 87 Faxantwort an 069 / 27 32 - 500 oder per Brief an Börsen-Zeitung, Leserservice, Postfach 11 09 32, 60044 Frankfurt Jefferies. One of the fastest growing global investment banks. Jefferies, a global securities and investment banking firm, has served companies and their investors for nearly 50 years. Headquartered in New York, with offices in more than 25 cities around the world, we are the largest independent full service investment bank with approximately 3000 employee-partners worldwide including more than 700 professionals in Europe. Jefferies Highlights • Jefferies and its affiliates have 180 equity and leveraged finance research professionals globally covering nearly 1,700 companies • Winner of over 27 analyst awards so far in 2010, including The Wall Street Journal “Best on the Street”, The Financial Times/StarMine, Institutional Investor, Forbes/Zack’s “Best Brokerage Analyst Survey” and Thomson Reuters “Awards for Excellence” • Our investment banking group consists of 650 bankers in globally integrated sector and product teams • In 2010 Jefferies has acted as bookrunning manager on 425 capital markets deals and advised on more than 125 advisory transactions with a total value of $175 billion for our clients • Jefferies has been appointed by the appropriate local authorities to trade government bonds in Germany, the US, UK, Portugal, The Netherlands and Austria Investment Banking Sales & Trading Research Asset Management Jefferies International Limited Niederlassung Frankfurt Bockenheimer Landstraße 24 60323 Frankfurt am Main, Germany Jefferies.com +49 (69) 719 187 0 © 11/2010 Jefferies International Limited. Jefferies International Limited is authorised and regulated by the Financial Se vices Authority All Jefferies logos, trademarks and service marks appearing herein are property of Jefferies & Company, Inc. MOST INNOVATIVE INVESTMENT BANK FOR GROWTH COMPANIES For Sales & Trading enquiries, please contact: Michael Harbisch mharbisch@jefferies.com For Investment Banking enquiries, please contact: Roland Sand rsand@jefferies.com $EUTSCHES %IGENKAPITALFORUM w%NTREPRENEURS MEET INVESTORSi Organizers & Co-Initiator Deutsche Börse KfW Ernst & Young Page 90 90 91 Main Sponsors Page Close Brothers Seydler Bank 92 Credit Suisse 92 DZ BANK 92 equinet Bank 93 FCF Fox Corporate Finance 94 Jefferies 94 LBBW 94 Macquarie Capital (Europe) Limited 95 VISCARDI 95 Sponsors BDO CMS Hasche Sigle Commerzbank BVK e.V. Haubrok Hauck & Aufhäuser Page 96 96 96 97 98 98 Partners bwcon Creathor Venture DVFA Gahrens + Battermann HPE Holland Private Equity PvF Investor Relations STEP Award Ventizz Capital Partners Page 102 102 102 103 103 104 104 104 Börsen-Zeitung DAF dpa-AFX Wirtschaftsnachrichten Fachverlag der Verlagsgruppe Handelsblatt GmbH FINANCIAL GATES Frankfurter Allgemeine Zeitung GoingPublic Media Haymarket Media Institutional Investment Publishing International Herald Tribune mergermarket n-tv Nachrichtenfernsehen PhoenixCNE Property Investor Europe RiD Real Estate Information Swiss Equity Medien VDI Verlag Media Partners ABC New Media bne media Ltd. Börsen-Radio-Network Page 105 105 105 Supporters Klassik Radio Nespresso Deutschland Radisson Blu Hotel HSBC Trinkaus KPMG Morgan Stanley RölfsPartner Silvia Quandt & Cie. Taylor Wessing UniCredit Bank WestLB 98 99 100 100 100 101 101 101 106 106 106 107 108 108 108 109 110 110 110 111 112 112 112 113 113 Page 114 114 114 Organizers Deutsche Börse AG Phone E-mail Website Address KfW Contact Person Phone E-mail Website Address Page 90 +49-(0) 69 211 1 88 88 issuerrelations@deutsche-boerse.com www.deutsche-boerse.com/listing Mergenthalerallee 61 65760 Eschborn Germany Infocenter der KfW Bankengruppe +49-(0) 18 01 24-11 24 infocenter@kfw.de www.kfw.de Palmengartenstraße 5-9 60325 Frankfurt Germany Deutsches Eigenkapitalforum Fall 2010 As one of the world’s leading exchange organizations, Deutsche Börse Group provides investors, financial institutions and companies access to global capital markets. Our business covers the entire process chain from securities and derivatives trading, clearing, settlement and custody, through to market data and the development and operation of electronic trading systems. With a high value on stock liquidity, Deutsche Börse Group serves the interests of listed companies as well as investors, offering its professional and efficient listing platform and services. A signature feature of the Deutsche Börse service & event portfolio is the German Equity Fall Forum, Europe’s largest networking platform in the field of equity financing. For further information, please visit www.deutsche-boerse.com. KfW Bankengruppe gives impetus to economic, social and ecological development worldwide. As a promotional bank owned by the Federal Republic and the federal states it supports the sustainable improvement of the social and ecological living conditions as well as the economic conditions in areas which include small and medium-sized enterprises, business start-ups, environmental protection, housing, infrastructure, education, project and export finance and development cooperation. KfW Bankengruppe provides one-stop finance for SMEs and business start-ups. Its financing programs and advisory products make it a competent partner in all matters concerning company finance. Long-term promotional loans at favourable conditions play a central role as the classical building block of a financing scheme. KfW provides mezzanine financing that helps to overcome financing barriers and to strengthen the financing structures of SMEs and business start-ups. It promotes innovative projects with special programs to raise equity. KfW gives impetus to business and helps to arrange venture capital for enterprises that work today on the technologies of tomorrow. KfW regards the improvement of business advice provided to small and medium-sized enterprises and start-ups as a very essential task. Entrepreneurs can obtain personal advice on financing programmes from the Infocenter as well as from the advisory centers in Frankfurt, Bonn and Berlin, and during the periodic Open Days for Consultations at the chambers of commerce. Specific services for entrepreneurs such as startup coaching round off its range of activities. Co-Initiator The global Ernst & Young organization is a leader in assurance, tax, transaction and advisory services. It makes a difference by helping its people, its clients and its wider communities achieve their potential. Worldwide, 141,000 people are united by shared values and an unwavering commitment to quality. The global Ernst & Young organization refers to all member firms of Ernst & Young Global Limited (EYG). Each EYG member firm is a separate legal entity and has no liability for another such entity’s acts or omissions. Ernst & Young Global Limited, a UK private company limited by guarantee, does not provide services to clients. In Germany, Ernst & Young comprises some 7,100 people at 22 locations. For more information, please visit www.de.ey.com. Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft Contact Person Lutz G. Frey Phone +49-(0) 61 96-9 96-2 61 25 E-mail lutz.g.frey@de.ey.com Website www.ey.com Address Mergenthalerallee 3-5 65760 Eschborn Germany Advertisement 3WGNNG #9# 0LW GHU )$= HUUHLFKHQ 6LH ,KUH $NWLRQ§UH &KG (TCPMHWTVGT #NNIGOGKPG <GKVWPI GTTGKEJV VÀINKEJ /KNNKQPGP .GUGT s FCTWPVGT #MVKQPÀTG WPF RQVGPVKGNNG 9GTVRCRKGTMÀWHGT &COKV KUV FKG (#< GKP JGTXQTTCIGPFGT WPF \KGNIGTKEJVGVGT 9GTDGVTÀIGT HØT +JTG (KPCP\CP\GKIGP 9KT DGTCVGP 5KG IGTPG 6GNGHQP 'HU )$=)LQDQ]PDUNW Main Sponsors Close Brothers Seydler Bank AG Contact Person Dr. Dietmar Schieber Phone +49-(0) 69-9 20 54-1 96 E-mail dietmar.schieber@cbseydler.com Website www.cbseydler.com Address Schillerstraße 27-29 60313 Frankfurt Germany Credit Suisse Securities Contact Person Phone E-mail Website Address DZ Bank AG Contact Person Phone E-mail Website Address Page 92 Close Brothers Seydler Bank AG focuses on mid-sized companies. Core business areas are Designated Sponsoring, Corporate Finance, Equity & Fixed Income Sales & Trading, Research and Floor Specialist Trading on the Frankfurt Stock Exchange. It is market leader in Designated Sponsoring with more than 190 mandates. The Equity & Debt Capital Markets team assists with the planning, structuring and placement of transactions. Institutional investors are serviced by the Equity & Fixed Income Trading team, offering access to leading institutional investors in the key European markets. Close Brothers Seydler Research AG provides expert analysis on mid-sized German companies. Close Brothers Seydler Bank AG offers corporate clients professional management of their securities and associated services. In its Investment Banking business, Credit Suisse offers securities products and financial advisory services to users and suppliers of capital around the world. Operating in 57 locations across 30 countries, Credit Suisse is active across the full spectrum of financial services products including debt and equity underwriting, sales and trading, mergers and acquisitions, investment research, and correspondent and prime brokerage services. Boris Kögel +49-(0) 69-75 38-21 16 boris.koegel@credit-suisse.com www.credit-suisse.com Junghofstraße 16 60311 Frankfurt Germany Kersten Schmitz +49-(0) 69-74 47-9 20 99 kersten.schmitz@dzbank.de www.dzbank.de Platz der Republik 60325 Frankfurt Germany Deutsches Eigenkapitalforum Fall 2010 DZ BANK forms part of the German cooperative financial services network, which comprises more than 1,100 local cooperative banks. Within the cooperative financial services network, DZ BANK AG functions both as a central institution for over 900 cooperative banks and their 12,000 branch offices and as a corporate bank. DZ BANK offers a full range of equity capital markets products and services. The business activities include i.a. initial public offerings, capital increases, convertible bonds, participation certificates, equity-research and corporate actions like designated sponsoring, employee participation programs, share-buyback-programs, public take-over, going private, delisting, squeeze-outs, block trades, paying and depositary agent as well as the conversion into registered shares. Main Sponsors equinet Bank offers tailor-made solutions for all financing and capital market issues. As the entrepreneurs among bankers, we are a partner of credibility and integrity with a special grasp for mid-sized companies. With our corporate finance and M&A expertise, combined with an universal bank status, we develop and implement individual solutions. Financial investors and banks value our advanced trading and sales services and research products of the highest quality. equinet Bank is the exclusive partner for the European Securities Network (ESN) in Germany. equinet Bank AG Contact Person Phone Fax E-mail Website Address Gerald Diezel +49-(0) 69-5 89 97-2 00 +49-(0) 69-5 89 97-2 99 gerald.diezel@equinet-ag.de www.equinet-ag.de Gräfstraße 97 60487 Frankfurt Germany Advertisement Key Person Interviews Tracking Recovery Bulletin Boards Listed Real Estate SUBSCRIBE NOW Central/Eastern Europe Forward Thinking Property Funds THE MISSION Transparency in mainland Europe real estate Russia/CIS Property Finance PIE Commentary Residential Property Changing Face of Europe Greening the Built Environment Reports/Studies THE PLATFORM Print, Online, Weeklies, Dailies, Letters, Events, Podcasts JOIN THE PROFESSIONALS PIE is designed with you in mind. Pre-filtered intelligence, analysis, strategy and independent comment to save you valuable time. 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CONTACT: subscription@pie-mag.com Nivea Brown UK Tel.: +44 1923 274646 Main Sponsors FCF Fox Corporate Finance GmbH Contact Person Arno Fuchs Phone +49-(0) 89-2 06 04 09-1 00 E-mail arno.fuchs@fcfcompany.com Website www.fcfcompany.com Address Burgstraße 8 80331 München Germany Jefferies Contact Person Phone E-mail Website Address Dr. Martina Ecker +49-(0) 69-71 91 87-7 90 mecker@jefferies.com www.jefferies.com Bockenheimer Landstraße 24 60323 Frankfurt Germany LBBW/ Baden-Württembergische Bank AG Contact Person Jobst Bartmer Phone +49-(0) 7 11-1 27-2 50 21 E-mail jobst.bartmer@lbbw.de Website www.lbbw.de Address Am Hauptbahnhof 2 70173 Stuttgart Germany Page 94 Deutsches Eigenkapitalforum Fall 2010 FCF is a Corporate Financing Boutique specializing in arranging, structuring and placing equity and debt capital for privately owned and publicly listed small-/midcap companies. FCF provides its clients with growth-financing, acquisition-financing and/or refinancing advice and services, supporting them in implementing an effective, capital markets-oriented capital structure while reducing their dependency on traditional bank financing. Jefferies, a global securities and investment banking firm, has served companies and their investors for nearly 50 years. Headquartered in New York, with offices in more than 25 cities around the world, as the largest independent investment bank, we strive to add value and create opportunity in all that we do. Our transparent and client-centric approach, combined with wide-ranging experience, deep industry and product expertise and extensive relationships help distinguish Jefferies from competitors. The firm offers a full spectrum of investment banking providing clients with capital markets and financial advisory services, institutional brokerage, securities research and asset management. Landesbank Baden-Württemberg (LBBW) is a universal bank with regional roots. In approx. 210 branches and offices in Germany as well as in more than 20 international offices, more than 13,000 employees cultivate customer relationships. Together with the legally dependent institutions Baden-Württembergische Bank, Rheinland-Pfalz Bank and Sachsen Bank LBBW is active in a variety of banking activities. LBBW assists companies in equity financing and provides support in IPOs, capital increases, convertible bonds, public takeover bids as well as secondary and private placements. Since 1996, it has taken part in more than 200 equity issues, of which more than 100 were initial stock market listings. Main Sponsors Macquarie Group (Macquarie) is a global provider of banking, financial, advisory, investment and funds management services. Macquarie’s main business focus is making returns by providing a diversified range of services to clients. Macquarie acts globally on behalf of institutional, corporate and retail clients and counterparties. Founded in 1969, Macquarie operates in more than 70 office locations in 28 countries. Macquarie employs approximately 14,600 people and has assets under management of approximately EUR 221 billion at 31 March 2010. VISCARDI is an independent full service investment bank and provides a broad product offering covering the entire range of investment banking services for small and mid cap companies. Our Corporate Finance practice includes Equity Capital Markets, Mergers & Acquisitions and Private Financing transactions for both listed and private companies. Moreover, VISCARDI offers Sales & Trading, Equity Research and Designated Sponsoring services to its institutional clients. VISCARDI primarily is active in six industry sectors: Technology, Renewable Energy & Infrastructure, Industrial Goods & Services, Healthcare & Life Sciences, Consumer Goods & Retailing and Real Estate. With a separate subsidiary we also focus on the Chinese market. Macquarie Capital (Europe) Limited Contact Person Carsten Klante Phone +49-(0) 69-50 957 8000 E-mail macquarie.deutschland@macquarie.com Website www.macquarie.com Address Niederlassung Deutschland Untermainanlage 1 60329 Frankfurt VISCARDI AG Contact Person Phone E-mail Website Address Markus Fischer +49-(0) 89-2 55 58-1 33 markus.fischer@viscardi.com www.viscardi.com Brienner Straße 1 80333 München Germany Sponsors BDO AG Wirtschaftsprüfungsgesellschaft Contact Person Dr. Gebhard Zemke Phone +49-(0) 40-3 02 93-5 25 E-mail gebhard.zemke@bdo.de Website www.bdo.de Address Ferdinandstraße 59 20095 Hamburg Germany CMS Hasche Sigle Contact Person Phone E-mail Website Address Commerzbank AG Contact Person Phone E-mail Website Address Page 96 Dr. Andreas Zanner +49-(0) 69-7 17 01-1 39 andreas.zanner@cms-hs.com www.cms-hs.com Barckhausstraße 12-16 60325 Frankfurt Germany Ute Gerbaulet +49-(0) 69-1 36-2 29 74 ute.gerbaulet@commerzbank.com www.commerzbank.de Mainzer Landstraße 153 60327 Frankfurt Germany Deutsches Eigenkapitalforum Fall 2010 BDO is one of the leading companies for audit and auditrelated services, tax and business law consulting as well as advisory services. Over 1,900 employees work at 25 locations in Germany. BDO attends to domestic and internationally operating companies of all industries and sizes. In addition, our clients include municipal contractors, public authorities and private individuals. BDO is founding member of the international BDO network, existing of legally independent entities since 1963. BDO network operates in over 100 countries with approximately 46,000 employees and is the only one of the five globally operating accountancy groups with a European tradition. CMS Hasche Sigle is one of the leading commercial law firms in Germany. From small and mid-sized companies to major groups, more than 600 lawyers, tax consultants and notaries assist our clients with all aspects of national and international commercial law. As a member of CMS, the organisation of nine independent European law firms and tax consultancies, we offer access to a network with a special focus on supporting companies, banks and organisations that operate in Europe or wish to extend their activities to Europe. Highly qualified lawyers and personal integrity are crucial aspects of this service. CMS Hasche Sigle combines outstanding expertise and commercial knowledge with a comprehensive full-service offering that covers all areas of the law. Commerzbank is the leading bank for private and corporate clients in Germany. With the segments Private Clients, Mittelstandsbank, Corporates & Markets, Central & Eastern Europe as well as Asset Based Finance, the bank offers its customers an attractive product portfolio and is a strong partner for the export-oriented SME sector in Germany and worldwide. With a future total of some 1,200 branches, Commerzbank has the densest network of branches among the German private banks. It has above 60 sites in more than 50 countries and serves approximately 14 million private clients as well as one million business and corporate clients. In 2009 it posted gross revenues of EUR 10.9 billion with some 63,000 employees. Sponsors BVK is the association of private equity and venture capital firms operating in Germany. BVK has 223 full members (private equity and venture capital firms and institutional investors) and 106 associate members (e.g. law firms, auditors, etc.) as of October 2010. We aim to create the best possible conditions for private equity and venture capital in Germany and to promote public understanding for the role of private equity firms. Therefore, we cooperate closely with media, policymakers, universities and associations. We support our members in communicating their business and promoting cooperation between different members. BVK members work in four specialist groups: Venture Capital, Small and Medium Sized Enterprises, SME Private Equity and Venture Capital firms and Large BuyOuts. German Venture Capital and Private Equity Association (BVK) Contact Person Dörte Höppner Phone +49-(0) 30-30 69 82-0 E-mail hoeppner@bvkap.de Website www.bvkap.de Address Reinhardtstraße 27c 10117 Berlin Germany Advertisement Das Erfolgsportfolio für Finanzprofis Online-Fachportal PDF-Newsletter Veranstaltung Das CORPORATE FINANCE-Paket bietet Wissen mit System: Grundlage sind die beiden Fachzeitschriften CORPORATE FINANCE biz und CORPORATE FINANCE law. Der PDF-Newsletter CORPORATE FINANCE weekly liefert aktuelle Informationen aus der Corporate Finance Community. Der Online-Service CORPORATE FINANCE fachportal bündelt die Fachkompetenz führender Medien für tief gehende Recherchen. Der Besuch des Branchentreff CORPORATE FINANCE summit ist im Abopreis inbegriffen und bietet den fachlichen und persönlichen Austausch aller Teilnehmer. 4 Ausgaben inklusive Online-Archiv gratis testen! Schnell faxen an: 08 00/000 29 59 Oder Kupon per Post an: >V ÛiÀ>} `iÀ 6iÀ>}Ã}ÀÕ««i >`iÃL>ÌÌ L U Õ`iÃiÀÛVi U *ÃÌv>V Ó x{ U ÇäÓ 7ØÀâLÕÀ} Ja, ich möchte CORPORATE FINANCE jetzt testen und bestelle 4 Ausgaben inkl. Online-Archiv gratis frei Haus. Sollte mich Ihr Angebot wider Erwarten nicht überzeugen, melde ich mich innerhalb von 14 Tagen nach Erhalt des vierten Heftes schriftlich beim Verlag: Fachverlag der Verlagsgruppe Handelsblatt GmbH, Kundenservice, Grafenberger Allee 293, 40237 Düsseldorf. Andernfalls beziehe ich CORPORATE FINANCE zum Jahresvorzugspreis von € 440,– inkl. MwSt., zzgl. € 16,– Versand. Weitere Infos: 08 00/000 16 37 kundenservice@fachverlag.de www.fachverlag-shop.de Firma Privat Name, Vorname Telefon (für evtl. Rückfragen) Firma (nur bei Firmenanschrift angeben) E-Mail (für evtl. Rückfragen) Beruf/Funktion/Abteilung Datum/Unterschrift Straße, Nr. PA CFNK0008 Ich bin damit einverstanden, dass mich die Handelsblatt-Gruppe zukünftig über interessante Produkte per E-Mail/telefonisch informiert. PLZ, Ort Deutsches Eigenkapitalforum Fall 2010 Page 97 Sponsors Since 1990, Haubrok Investor Relations partnered over 40 companies through their stock exchange listing, and assumed responsibility for communications with the financial community on their behalf. Haubrok Investor Relations still acts for many of these companies, and advises them on their communications with the capital markets. Haubrok AG Contact Person Phone E-mail Website Address Dorothea Schneider +49-(0) 89-2 10 27-5 20 d.schneider@haubrok.de www.haubrok.de Landshuter Allee 10 80637 München Germany Hauck & Aufhäuser Investment Banking Contact Person Carl-Friedrich von Schumann Phone +49-(0) 69-5 05 00-49 95 E-mail carl.schumann@ha-ib.com Website www.ha-ib.com Address Neue Mainzer Straße 28 60311 Frankfurt Germany Hauck & Aufhäuser is one of the leading German independent banks engaged in Private Banking, Asset Management and Investment Banking. Our Investment Banking division provides financial advisory services to mid-market companies, Family Offices and financial sponsors in German-speaking countries. We offer comprehensive advisory services including Mergers & Acquisitions, Debt Advisory as well as Equity Capital Markets. In addition, our recognised equity brokerage team publishes highly respected Small and Mid Cap research and has excellent access to international institutional investors. The commitment to our clients means independent quality advice firmly based on thorough and comprehensive expertise in financial and capital markets. HSBC Trinkaus with its long tradition as a German bank offers comprehensive capital market know-how of a global operating investment bank with a local highly-personalized service culture. Our customers benefit from the resources and the international network of one of the world’s largest and most capable banking groups, HSBC. HSBC Trinkaus & Burkhardt AG Contact Person Mark Kahlenberg Phone +49-(0) 2 11-9 10-44 66 E-mail mark.kahlenberg@hsbctrinkaus.de Website www.hsbctrinkaus.de Address Königsallee 21/23 40212 Düsseldorf Germany Page 98 Deutsches Eigenkapitalforum Fall 2010 For their long-term capital markets success our corporates can expect tailored and consistent solutions in all areas of equity support. We have been one of the leading designated sponsors in Germany for many years now. The large number of our client base also reflects the outstanding quality of our services for mid-cap and small-cap enterprises. Sponsors KPMG is a global network of legally independent professional firms with 140,000 employees in 146 countries. In Germany too, KPMG is one of the leading auditing and advisory firms and has about 8,500 employees at over 20 locations. Our services are divided into the functions Audit, Tax and Advisory. Our Audit services are focused on the auditing of consolidated and annual financial statements. The Tax function incorporates the tax advisory services provided by KPMG. Our high level of specialist know-how on business, regulatory and transaction-related issues is brought together within our Advisory function. We have established teams of interdisciplinary industry specialists for key sectors of the economy. These pool the experience of our specialists around the world. KPMG AG Wirtschaftsprüfungsgesellschaft Contact Person Robert Gutsche Phone +49-(0) 30-20 68-42 82 E-mail robertgutsche@kpmg.com Website www.kpmg.de Address Ganghoferstraße 29 80339 München Germany Advertisement WcZÉh kZiZgVc iZVb d[ _djgcVa^hih ]VkZ bdgZ i]Vc *% nZVgh d[ XdaaZXi^kZ ZmeZg^ZcXZ d[ gZedgi^c\ dc i]^h YncVb^XVaan \gdl^c\ gZ\^dc VcY XVc ZmeaV^c i]Z Æl]nÇ d[ Æl]ViÇ ^h \d^c\ dc# Gjhh^V Õ J`gV^cZ Õ 7ZaVgjh Õ :hidc^V Õ AVik^V Õ A^i]jVc^V Õ BdaYdkV GdbVc^V Õ 7ja\Vg^V Õ 8oZX] gZejWa^X Õ =jc\Vgn Õ EdaVcY Õ HadkZc^V 8gdVi^V Õ HZgW^V Õ BVXZYdc^V Õ 7dhc^V =ZgoZ\dk^cV Õ BdciZcZ\gd 6aWVc^V Õ Ijg`Zn Õ HadkV`^V Õ @VoV`]hiVc I]Z dcan bV\Vo^cZ XdkZg^c\ Wjh^cZhh! ZXdcdb^Xh! ÒcVcXZ VcY eda^i^Xh ^c i]Z YncVb^X cZl bVg`Zih d[ XZcigVa! ZVhiZgc VcY hdji]ZVhi :jgdeZ di Z[ ^ i i k[ I Z Xd i d Gj h Vc dV h 8] gn ^ ` c\ V d ^ ] XV e Vci I g` n h a cd ] \] n V ZY @ g\ o i c h [ i gZ c ]d Y Cd ZbW g ' &% lll Wj cZ hc lZ gd Z Zj If[Y_Wb H[fehj 6c d Y VcY cZl J`gV cZ 7 9EHFEH7J; EIJFEB?J?A <ZgbVc XdbeVc Zh j c ZVhi dg egdÒ h Xd[ i 8[ j 8 dai d 9;; 9?I (&'& H^\c je idYVn [dg V [gZZ bdci]Éh ig^Va d[ Vaa djg hZgk^XZh mmm$Xki_d[iid[m[khef[$[k Sponsors Morgan Stanley Contact Person Phone E-mail Website Address RölfsPartner Contact Person Phone E-mail Website Address Morgan Stanley, one of the world’s largest financial services firms, has been active with clients in Germany for more than 20 years. We have steadily built our relationships and expanded our offerings in the region: our comprehensive range of services includes mergers and acquisitions, corporate finance, equity and debt capital markets, and sales and trading activities, as well as asset management and private wealth management. Silke Hofmann +49-(0) 69 2166 1827 silke.hofmann@morganstanley.com www.morganstanley.com Junghofstraße 13-15 60311 Frankfurt Germany Markus Kurzhals +49-(0) 2 11-69 01-2 76 markus.kurzhals@roelfspartner.de www.roelfspartner.de Grafenberger Allee 156 40237 Düsseldorf Germany Our firm’s local presence is enhanced by our broad reach in the global capital markets, innovative thinking and unwavering focus on meeting our clients’ needs. Together these have made Morgan Stanley an especially strong name in the German marketplace. By providing first class advisory and corporate finance services we have earned leading roles in historic equity, debt and M&A transactions. RölfsPartner, with a business volume of EUR 100 million and over 700 employees at 11 German locations, is one of the leading independent accountancy and consulting firms in Germany. Team orientation and a holistic basic approach towards consulting are the characteristics of the professional work of RölfsPartner: accountants, lawyers, tax advisors, management consultants and restructuring specialists work together closely and in an interdisciplinary way. RölfsPartner is, by being a member of Baker Tilly International, represented in all major industrial countries. Baker Tilly International, with 26,000 employees in 114 countries, is the eighth biggest international network of independent accountancy and consulting firms. Investment Banking is based on trust. Silvia Quandt & Cie. AG Contact Person Phone E-mail Website Address Page 100 Joachim Paech +49-(0) 69-95 92 90 93-0 info@silviaquandt.de www.silviaquandt.de Grüneburgweg 18 60322 Frankfurt Germany Deutsches Eigenkapitalforum Fall 2010 The owner-managed Silvia Quandt & Cie. AG offers comprehensive Investment Banking services for the Mittelstand. The provided services include Institutional Brokerage, Investment Research, Corporate Finance and Debt Advisory. Silvia Quandt & Cie. AG’s success is founded on its excellent equity market expertise with a solid track record, a broad network providing access to private and public equity, and strong placement power. Our entrepreneurially thinking employees see themselves as advisory partners who will follow from the first strategy discussion to the conclusion of the transaction and beyond. Sponsors Taylor Wessing is a European full service law firm with over 750 lawyers in Germany, France and the UK as well as further offices in Belgium, China and the U.A.E. Our capital markets practice is one of the largest in Europe, with genuine cross-border capability, offering a flexible onestop-shop service through our network of partners and offices on pan-European matters. We act for clients from the technology and know-how fields, leading investment banks, financial services companies, bidders and target companies at a national and international level through all phases of public takeovers. Our particular expertise in capital markets law and regulation allows us to effectively deal with the increasing notification and reporting obligations of quoted companies in various jurisdictions. UniCredit is a major international financial institution with strong roots in 22 European countries as well as representative offices in 27 other markets, with over 10,000 branches. UniCredit Corporate & Investment Banking gives companies, from small and medium Corporates to multinationals and institutional clients, access to the largest network of banks in Central and Eastern Europe, as well as to branches in major financial centers worldwide. The successful collaboration between our relationship managers and specialists in our product lines (Financing & Advisory, Markets, Leasing, Global Transaction Banking) enables UniCredit to respond promptly to our clients’ entrepreneurial requirements. Thus, UniCredit supports the growth and internationalization of the Group’s clients. WestLB AG is a European commercial bank with firm roots in North Rhine-Westphalia, Germany’s largest federal state. WestLB’s key strengths include the close and strategic alliance with the savings banks and a distinctive expertise in the development of innovative capital market products and customized structured financings for German and international clients. WestLB employs 4,780 staff (full time equivalents as of June 30, 2010). With an integrated equity approach, WestLB offers the whole range of investment banking products including private placements, IPOs, capital increases and mezzanine products. With more than 100 equity capital markets transactions and 50 mezzanine transactions during the past years, WestLB is one of the key players for equity solutions. Taylor Wessing Contact Person Phone E-mail Website Address UniCredit Bank AG Contact Person E-mail Website Address WestLB AG Contact Person Phone E-mail Website Address Stephan Heinemann +49-(0) 69-9 71 30-0 s.heinemann@taylorwessing.com www.taylorwessing.com Senckenberganlage 20-22 60325 Frankfurt Germany Peter Schaede peter.schaede@unicreditgroup.de www.unicreditgroup.eu Arabellastraße 12 81925 München Germany Christian Fuest +49-(0) 2 11-8 26-86 12 christian.fuest@westlb.de www.westlb.de Herzogstraße 15 40217 Düsseldorf Germany Deutsches Eigenkapitalforum Fall 2010 Page 101 Partners bwcon Baden Württemberg: connected Website Address Creathor Venture Management GmbH Website Address DVFA GmbH Contact Person Phone E-mail Website Address Page 102 www.bwcon.de Breitscheidstraße 4 70174 Stuttgart Germany www.creathor.de Marienbader Platz 1 61348 Bad Homburg Germany Karin Wenzel +49-(0) 69-26 48 48-0 info@dvfa.de www.dvfa.de Mainzer Landstraße 47a 60329 Frankfurt Germany Deutsches Eigenkapitalforum Fall 2010 Baden-Württemberg: Connected e.V., or bwcon for short, is the top business initiative promoting Baden-Württemberg as a high-tech location. As one of the most successful European technology networks, bwcon connects more than 460 companies and research institutes. Currently more than 4,600 experts are benefiting from systematic networking via the bwcon hub. With its fields of activity bwcon: ICT network, bwcon: creative and bwcon: Health Care, bwcon is creating a base for the cross-sectoral usage of technologies and an interdisciplinary cooperation which is unique in Baden-Württemberg. The network promotes young and growing companies via the bwcon: CyberOne High-tech Award and the extensive counselling and coaching program Coach&Connect plus+ in the Network for Business Excellence. CREATHOR VENTURE is an independent fund company with offices in Bad Homburg (Germany) and Zurich (Switzerland). CREATHOR VENTURE has 25 years of venture capital experience, acting as lead investor for more than 200 companies and participating in over 20 IPOs. CREATHOR VENTURE provides not only capital but also industry knowledge, expertise at building companies, and the network to develop a sustainable business model with a globally competitive advantage. The investment focus is on fast growing high-tech companies in global technology markets such as telecommunications and information technology, internet/media, life science, nanotechnology, new materials, electronics and cleantech. Examples current portfolio: Doodle (CH), Diva.AG (CH), Stylefruits, aka-aki, netbiscuits, Mobiles Republic (F), Sofialys (F), Phenex Pharmaceuticals, caprotec bioanalytics, CEVEC Pharmaceuticals, Accovion. DVFA is the Society of Investment Professionals in Germany, founded in 1960. Currently, DVFA has more than 1,200 individual members representing over 400 investment firms, banks, asset managers, consultants and counseling businesses. DVFA is a leading qualifier for the capital market in Germany with more 3,500 graduates altogether. DVFA is also a leading platform for financial communication (organizer of analyst conferences and forums). DVFA offers investment professionals access to a worldwide network via EFFAS – European Federation of Financial Analysts Societies, with more than 17,000 investment professionals in Europe, and ACIIA – Association of Certified International Investment Analysts, with more than 60,000 investment professionals worldwide. Partners Gahrens + Battermann has been a successful provider of event technology for more than 27 years. Our rental pool consists of design-oriented video, audio, lighting and IT equipment for any project volume. Locations nationwide guarantee short methods and fast services. Our range of services includes consulting, planning, realisation and stand-by service on location. Technical experts are available for every area of technology. Our top expertise and maximum commitment are at your disposal. Gahrens + Battermann guarantees customised solutions and professionalism down to the last detail. Holland Private Equity is a private equity firm focused on late-stage growth investments in small and mid-cap technology companies within the Netherlands, Germany and Belgium. Per transaction we deploy typically between EUR 10 to 20 million in exchange for a minority stake. Companies we invest in are typically already profitable and have the ambition to accelerate growth through additional sales and marketing, internationalization, back-office professionalization, product differentiation and M&A (buy-andbuild). As an equity partner with a hands-on approach, we have built an advisory network of financial and operational veterans which we put at the disposal of our portfolio companies through long lasting partnerships. Gahrens + Battermann GmbH Contact Person Phone E-mail Website Address HPE Holland Private Equity Contact Person Phone E-mail Website Address Markus Busch +49-(0) 89 614557 55 m.busch@gb-rental.com www.gb-rental.com Lustheide 77 51427 Bergisch Gladbach Germany Tim van Delden +31-(0) 20 7143400 tvandelden@hollandpe.com www.hollandprivateequity.com Gustav Mahlerplein 109/111 1082 MS Amsterdam Netherlands Advertisement GoingPublicMedia AG– die Zeitschriftenprofis. GoingPublic Media AG, Hofmannstr. 7a, 81379 München, Tel. 089-2000 339-0, Fax: 089-2000 339-39, www.goingpublic.de/mediadaten Partners PvF Investor Relations Contact Person Phone Fax E-mail Website Address Dr. Alexander Serfas +49-(0) 61 96-7 77 99-22 +49-(0) 61 96-7 77 99-66 alexander.serfas@pvf.de www.pvf.de Hauptstraße 129 65760 Eschborn Germany STEP AWARD Spirit to expand STEP Award Contact Person Phone E-mail Website Address Michael Klapproth +49-(0) 69-75 91-30 28 m.klapproth@faz-institut.de www.step-award.de Mainzer Landstraße 199 60326 Frankfurt Germany Ventizz Capital Partners Advisory AG Contact Person Phone E-mail Website Address Page 104 Dr. Helmut Vorndran +49-(0) 211-862-86910 info@ventizz.com www.ventizz.com Graf-Adolf-Straße 18 40212 Düsseldorf Germany Deutsches Eigenkapitalforum Fall 2010 PvF Investor Relations provides advice and support in financial communications with corporate clients in all fields of business. PvF offers the full range of IR and PR services, in terms of content and strategy, in the identification of specific target groups and the implementation of individual communication methods and measures, as well as the preparation of annual, interim financial and sustainability/CSR reports. Based in Eschborn next to Deutsche Börse as well as in Berlin, in the Rhein-Neckar region, and in Jinan (Shandong Province), China, expertise, experience, independence, and a high quality standard define PvF’s way of working. Both partners act as lecturers at the Frankfurt School of Finance for the professional training of future Certified Investor Relations Officers C.I.R.O. The STEP Award is a competition designed to recognize growth companies in Germany, Austria and Switzerland. The STEP Award is being presented for the second time. The initiators, Infraserv Höchst and F.A.Z.-Institut Innovation Projects, are pursuing the same goal together with numerous sponsors and partners of the competition: to give companies in their growth phase an important boost in their successful development. The STEP Award focuses on the pharmaceutical, chemical, life-science, biotechnology, nanotechnology, medical engineering and greentech industries – businesses that are considered the sectors of the future. Ventizz Capital Partners exclusively advises the Ventizz private equity funds that offer equity capital for the growth of high-tech companies in German-speaking Europe. Ventizz advises four funds with capital under management totaling EUR 675 million. Ventizz Capital Fund IV L.P. has a capital volume of EUR 450 million and is one of the largest private equity funds for growth capital and medium-sized tech buy-outs in German-speaking Europe. To date, the Ventizz funds have invested in 35 companies focusing on renewable energy, medical technology, information and communication technology and on other industries offering high value-add. In addition to a large number of trade sales, Ventizz has successfully taken three of its portfolio companies public (ersol, SAF, PV Crystalox Solar). Media Partners FinanzNachrichten.de is the leading financial news portal in German language and one of the biggest financial websites on the German market. Whilst financial portals usually only offer news gathered from their own in-house journalists, FinanzNachrichten.de offers a wide spectrum of news from different media in different countries. FinanzNachrichten.de offers around 11,000 financial news per day, in German or English, from more than 300 different media sources. The website has 14 million page impressions and 3.4 million visits per month (IVW) by 600,000 users (AGOF). According to surveys, 87% of the users are men, around 41% of the users hold an academic title and half of the users are buying/selling shares at least once a week. FinanzNachrichten.de – www.finanznachrichten.de business new europe (bne) is the only magazine covering business, economics, finance and politics in the dynamic new markets of central, eastern and southeast Europe. bne’s veteran team of journalists has more than 50 years of collective experience of reporting on this dynamically growing region and can explain the “why” of “what” is going on. Meet the captains of industry that are building the new European economies, receive up to the minute commentary and analysis of breaking news events and spot the slow-moving trends as they appear. bne is available online at businessneweurope.eu or as a print issue. SIGN UP TODAY FOR A FREE MONTH’S TRIAL OF ALL OUR SERVICES ABC New Media AG Contact Person Phone E-mail Website Address Markus Meister +41-(0) 4 46 83-11-01 markus.meister@finanznachrichten.de www.finanznachrichten.de Zollikerstraße 27 8008 Zürich Switzerland bne media Ltd. Contact Person E-mail Website Address Viktoria Chupina chupina@businessneweurope.eu www.businessneweurope.eu Shluterstraße 19 10707 Berlin Germany Börsen Radio Network AG produces radio reports and podcasts around the stock market, with executives, analysts and market observers. We deliver this content bank portals, e.g. comdirect.de, sbroker, rzb.at etc. Börsen-Radio-Network AG Contact Person Phone E-mail Website Address Peter Heinrich +49-(0) 9 21-7 41 34 00 redaktion@brn-ag.de www.brn-ag.de Denzenlohestraße 47 95500 Heinersreuth Germany Deutsches Eigenkapitalforum Fall 2010 Page 105 Media Partners Börsen-Zeitung: Profit from your reading Daily Newspaper for the financial markets Börsen-Zeitung Contact Person Phone E-mail Website Address The Börsen-Zeitung compiles facts and researches background information to give you a daily information edge. The Börsen-Zeitung covers banking and finance, capital markets, companies and sectors as well as economy and policy. Thorsten Dieterle +49-(0) 69-27 32-5 63 leserservice@boersen-zeitung.de www.boersen-zeitung.de Düsseldorfer Straße 16 60329 Frankfurt Germany DAF Deutsches Anleger Fernsehen AG Contact Person Thomas Eidloth Phone +49-(0) 92 21-90 51-6 71 E-mail t.eidloth@daf.fm Website www.daf.fm Address Kressenstein 15 95326 Kulmbach Germany dpa-AFX Wirtschaftsnachrichten GmbH Contact Person Marion Köhler Phone +49-(0) 69-9 20 22-4 57 E-mail koehler@dpa-AFX.de Website www.dpa-AFX.de Address Gutleutstraße 110 60327 Frankfurt Germany Page 106 Deutsches Eigenkapitalforum Fall 2010 Deutsches Anleger Fernsehen is a German television station covering the stock markets. The program can be viewed via satellite and cable and online. The DAF accomplished to establish one of the largest free video on demand archives in the financial sector in Germany. The mission is to inform especially private investors about the stock markets as well as new trends with focus on the investor’s value of benefit. Therefore, the DAF provides the viewers with access to up to date news and professional opinions. In order to offer the viewers the best information possible, the DAF continuously searches for new interview guests every day. Every hour the DAF-correspondents also report live from the Stock Exchange in Frankfurt and the NYSE. DAF – up to date – close to the markets – comprehensible. dpa-AFX Wirtschaftsnachrichten GmbH is one of Germany’s leading realtime financial news agencies. dpa-AFX reports independently, reliably and fast about the international finance events and economic events – in text, audio and video. Via intranets, websites or terminals, the dpa-AFX news reach daily more than 12 million private and professional investors. dpa-AFX is part of a worldwide network of 1,500 journalists and so is represented in the most important financial locations of the world. Among the customers are banks, brokers, analysts, financial specialists as well as websites, corporates and the financial press. Business partners are dpa – Deutsche Presse-Agentur, Hamburg, APA – Austria Presse Agentur, Wien, and awp Finanznachrichten, Zürich. Media Partners For all financial pros: build your knowledge with the CORPORATE FINANCE COMPETENCE PORTFOLIO! Ensure that as a financial pro you have access to the most important specialist information on the topics of financial management, corporate rating, capital markets and private equity and venture capital. Articles by real-world experts and highly reputed authors, in-depth analysis, the latest reports from the financial sector supply the key knowledge to meet your discerning information needs. The CORPORATE FINANCE COMPETENCE PORTFOLIO includes the two magazines CORPORATE FINANCE biz and CORPORATE FINANCE law completed with comprehensive online data bank CORPORATE FINANCE fachportal, the up to date CORPORATE FINANCE weekly e-mail newsletter and the top-class industry event CORPORATE FINANCE summit. Fachverlag der Verlagsgruppe Handelsblatt GmbH Contact Person Andreas Walter Phone +49-(0) 2 11-8 87-14 57 E-mail a.walter@fachverlag.de Website www.corporate-finance-fachportal.de Address Grafenberger Allee 293 40237 Düsseldorf Germany Advertisement C HOOSE THE O RIGINAL! B OND M AGAZINE DER NEWSLETTER FÜR ANLEIHEEMITTENTEN UND INVESTOREN INSTITUTIONAL INVESTMENT PUBLISHING GMBH www.fixed-income.org, +49 (0) 81 71 / 4 18 04-91 Media Partners FINANCIAL GATES GmbH Contact Person Phone E-mail Website Address Frankfurter Allgemeine Zeitung Contact Person Phone E-mail Website Address GoingPublic Media AG Contact Person Phone E-mail Website Address Page 108 Dione Bork +49-(0) 60 31-73 86-17 03 d.bork@financial-gates.de www.finance-magazin.de Bismarckstraße 24 61169 Friedberg Germany Annette Rückert +49-(0) 69-75 91-14 01 a.rueckert@faz.de www.faz.net Hellerhofstraße 2-4 60327 Frankfurt Germany Daniela Gebauer +49-(0) 89-2 00 03 39-13 gebauer@goingpublic.de www.goingpublic.de Hofmannstraße 7a 81379 München Germany Deutsches Eigenkapitalforum Fall 2010 Since its founding in 2001, the FINANCIAL GATES has grown into a leading publishing house of finance-related cross-media platforms. We are majority-owned by the F.A.Z. Group, the publishing house of Germany’s leading daily F.A.Z. We have successfully staked out a relevant position in the financial services ad market through our flexible and efficient positioning services. Our flagship publications speak to three distinct core target groups: ->CFOs of private-sector companies (the German magazine “FINANCE” and the English “FINANCE Emerging Europe”, “FINANCE Europe” magazines) ->treasurers of municipalities and public-sector companies (newspaper Der Neue Kämmerer) ->shareholders, founders and CEOs of large family owned businesses (“wir” magazine, as well as “Markt und Mittelstand”). The FAZ is one of the leading national newspapers in Germany. It is published 6 days a week and counts as one of the clearest and consistent journalistic voices in Germany. The paper is held in very high regard due to the comprehensive and exclusive background reporting. The FAZ has won a number of prizes for the business coverage. On a daily basis over 277,000 managers and senior executives reach for the FAZ (LAE 2009). The Sunday edition is a forward-looking, lively and entertaining read and has been named world’s best designed Newspaper for several years running. With the FAZ and the Sunday edition, you reach 1.90 million readers (AWA 2010). It has one of the world’s largest correspondent networks and Europe’s most comprehensive archives. www.faz.net GoingPublic Media AG is one of the leading publishers of magazines on capital markets, corporate finance and technology trends. In addition to the monthly issued “GoingPublic Magazin”, the “VentureCapital Magazin” is likewise published monthly and it stands as a hub for the German speaking private equity and venture capital industry. Since 2003, the monthly issued magazin “Smart Investor” addresses retail investors. The quarterly published “HV Magazin” focuses on shareholder meetings. The bi-monthly publication “Unternehmeredition” addresses small and medium-sized entrepreneurs. With more than 15,000 recipients, “DIE STIFTUNG” is the magazine with the highest coverage in the foundation system market within the German-speaking area. GoingPublic Media’s share is listed in the Open Market of Frankfurt Stock Exchange. Media Partners FinanceAsia was established in September 1996 and during the past decade has become one of the world’s foremost information sources on the Asian financial markets. Published monthly from our Asia Pacific office in Hong Kong, FinanceAsia magazine provides our readers with the latest financial trends, interviews, features and investigative reports. The publication has a monthly circulation of more than 23,000 copies, including key decision makers at corporations, governments, investment and commercial banks, institutional investors and financial intermediaries. FinanceAsia also publishes the region’s foremost daily updated financial website: www.financeasia.com. Haymarket Media Ltd Contact Person Richard Santoro Phone +852-(0) 3175 1980 E-mail richard.santoro@haymarket.asia Website www.financeasia.com Address 23/F, The centrium, 60 Wyndham Street Central, Hong Kong China Advertisement Reach your investors in motion! with Germany´s Financial TV Station VOD Free Financial Video Portal Over 22.000 clips on demand! Monday to Friday live: 08:00 a.m. to 06:00 p.m. DAF on the Web: www.daf.fm, www.onvista.de, www.deraktionaer.de DAF on Satellite: DAF in Cable Networks: and much more... Media Partners Institutional Investment Publishing GmbH Contact Person Christian Schiffmacher Phone +49-(0) 81 71-4 18 04-91 E-mail schiffmacher@fixed-income.org Website www.fixed-income.org Address Bahnhofstraße 28 82515 Wolfratshausen Germany International Herald Tribune Contact Person Phone Website Address Mergermarket Contact Person Phone E-mail Website Address Page 110 Jörg Müller +49-(0) 69-71 67 79-0 global.nytimes.com/ Friedrichstraße 52 60323 Frankfurt Germany David Kubatzky +49-(0) 30 889 222 61 david.kubatzky@mergermarket.com www.mergermarket.com 80 Strand London WC2R 0RL Great Britain Deutsches Eigenkapitalforum Fall 2010 Founded in October 2006, Institutional Investment Publishing GmbH is an independent publisher of magazines on institutional asset management and corporate finance topics. Its most well-known publication is “Institutional Investment Real Estate Magazin”, which is positioned at the point of intersection between the real estate industry, asset management and the corporate finance industry. October 2009 saw the publication of “BONDBOOK”, the first independent bond magazine in German-speaking Europe. A complement to BONDBOOK, “bond magazine”, is published bimonthly and addresses current topics (bond issues and investments). www.fixed-income.org, www.realestate-magazin.de The International Herald Tribune, the global edition of The New York Times, creates, collects and distributes world news, information, entertainment and opinion of the highest journalistic integrity. Its balanced perspective addresses all areas of human interest and is trusted and enjoyed by people in all corners of the globe. global.nytimes.com, the home on the Web for the IHT’s unique brand of international journalism means that the IHT is able to provide you with a round-the-clock source for world news, business, sports, style and opinion from a truly global perspective, plus give you access to all the innovative, interactive tools that make nytimes.com a multi-award winning site. mergermarket is an independent Mergers and Acquisitions (M&A) intelligence service with an unrivalled network of dedicated M&A journalists based in 62 locations across the Americas, Europe, Asia-Pacific, the Middle-East and Africa. Unlike any other service of its kind, mergermarket specializes in providing forward-looking origination and deal flow opportunities integrated with a comprehensive deals database – resulting in real revenues for clients. Visit www.mergermarket.com Media Partners n-tv is Germany’s first news channel standing for reliable, fast, comprehensive and independent news: 24 hours a day, 365 days a year. For 18 years, n-tv has been informing round-the-clock and, due to the mobile services, also any time and everywhere. Day-to-day, n-tv offers cutting-edge stock market news, enterprise news and service-formats – investigated solidly, processed understandably and presented competently. Up-to-date political talks, high-quality magazines and documentations from a wide range of topics complete the n-tv-program. n-tv Nachrichtenfernsehen GmbH Contact Person Phone E-mail Website Address Bettina Klauser +49-(0) 2 21-45 63-13 00 bettina.klauser@n-tv.de www.n-tv.de Picassoplatz 1 50679 Köln Germany Advertisement Hilft navigieren. Auch bei Sichtweiten unter 10 Metern. Einzeln: im gut sortierten Zeitschriftenhandel Immer wieder: www.finance-magazin.de/abonnement Media Partners PhoenixCNE Contact Person Phone E-mail Website Address Pingping Luo +49-(0) 69-35 35 78-26 pingping.luo@phoenixcne.eu www.pcne.tv Neue Mainzer Straße 75 60311 Frankfurt Germany Property Investor Europe – PFE GmbH Contact Person Gaby Wagner Phone +49-(0) 69-2 44 33 31 12 E-mail gaby.wagner@pie-mag.com Website www.pie-mag.com Address Friedrich-Ebert-Anlage 36 60325 Frankfurt Germany As a bridge connecting Europe and China, Phoenix Chinese News & Entertainment Channel (PCNE) brings to its audience the major political and business news and entertainment programs through a wide distribution network.PCNE broadcasts its program 24/7 across Europe via transponder Eurobird D9S. Phoenix CNE is dedicated to promote economic partnerships and cultural exchanges between China and Europe, creates waves for Chinese enterprises and provinces in their efforts to open up new trade and investment opportunities. Apart from serving the needs of the European Chinese communities, PCNE also offers a window of opportunity for investors to target the most affluent and educated European Chinese as well as for European companies to generate publicity as they charge into the China market. The mission of Property Investor Europe is to bring transparency to Mainland Europe real estate for US & global investment professionals. Via a magazine, Online Weekly, HTML Letter, daily intelligence and events, its hard news-analysiscommentary fosters investment capital flows in and around the continent. A subscription-based service founded in 2005, PIE is uniquely published in English from Frankfurt, Germany, with editors around Europe. Weekly, PIE reaches over 50,000 institutional professionals via the PIE Letter, and once per month goes to 4,000-5,000 targeted subscribers and others in print. PIE is written for investing institutions, capital allocators and managers, banks, global REITs and other funds, corporate treasurers, academics and private investors. REITs in Deutschland (www.reits-in-deutschland.de) is the information portal on Real Estate Investment Trusts and other investment vehicles linking real estate and capital markets. RiD Real Estate Information GmbH Contact Person Matthias Freutel-Thoms Phone +49-(0) 69-27 13 89-18 E-mail redaktion@reits-in-deutschland.de Website www.reits-in-deutschland.de Address Münchener Straße 36 60329 Frankfurt Germany Page 112 Deutsches Eigenkapitalforum Fall 2010 We create transparency, provide independent in-depth reports, and promote an effective dialogue between investors and issuers. REITs in Deutschland is an initiative of ergo Kommunikation (www.ergo-komm.de), one of the leading communications consultancies and PR agencies in Germany. ergo is focused on Business, Finance and Politics. With ergo are more than 70 employees, the agency’s offices are located in Cologne, Frankfurt/Main, Munich and Berlin. Media Partners Swiss Equity magazine provides monthly coverage of public companies traded on the SIX Swiss Exchange, the BX Berne eXchange, over-the-counter or private equitybakked companies. It features the latest market developments, company profiles, and interesting investment advices. Readers are provided with a decisive information advantage based on the magazine’s in-depth financial news, analysis, backgrounder stories, as well as an informative statistics section. And this already since 18 years. Since January 2008, Swiss Equity Media Ltd. is 75% owned by Neue Zürcher Zeitung AG. VDI nachrichten is the leading opinion-forming weekly magazine for engineers and technical management. It provides up-to-date, comprehensive and competent information on trends in technology, the economy and society. The newspaper book Technik & Finanzen describes and illustrates with examples how finances can be used to expand and increase efficiency in business. Panels of experts and surveys keep you informed of the capital market, start-up initiatives as well as financial and investment strategies. And analysts and market observers offer an assessment of trends. According to the 2010 Allensbacher Communication Media Analysis, the VDI nachrichten reaches around 298.000 readers every Friday. It is published by VDI Verlag GmbH. Swiss Equity Medien AG Contact Person Phone E-mail Website Address VDI Verlag GmbH Contact Person Phone E-mail Website Address Björn Zern +41-(0) 43-3 00-53 81 zern@se-medien.ch www.se-medien.ch Freigutstraße 26 8002 Zürich Switzerland Ulrike Gläsle +49-(0) 2 11-61 88-0 service@vdi-nachrichten.com www.vdi-nachrichten.com VDI-Platz 1 40468 Düsseldorf Germany Supporters Klassik Radio AG Phone E-mail Website Address +49-(0) 0821-5070-0 info@klassikradio.de www.klassikradio.de Imhofstraße 12 86159 Augsburg Germany The Klassik Radio AG operates in the broadcasting of a nationwide radio programme, sale of radio-advertising, distribution of merchandising products and entertainment news as well as book publishing. More than 1.6 million people listen to Klassik Radio every day. With more than 1.6 million listeners per day it is one of the leading German communication mediums for decisionmakers. Its special mix of film-music, new classics, classic hits, and lounge-music makes the programme unique, modern and innovative. Klassik Radio can be received in more than 270 German cities, in Austria, Innsbruck, via VHF, and worldwide via satellite and internet. Klassik Radio AG is the only publicly listed radio station in Germany. NESPRESSO Business Solutions Perfect coffee for your business Nespresso Deutschland GmbH Contact Person Phone Website Address Vincenzo Di Fina +49-(0) 800-026 34 66 www.nespresso-pro.com Zollhof 8 40221 Düsseldorf Germany Radisson Blu Hotel Contact Person Stephanie Schomburg Phone +49-(0) 69 77 01 55-3646 E-mail stephanie.schomburg@radissonblu.com Website www.radissonblu.com/hotel-frankfurt Address Franklinstraße 65 60486 Frankfurt Germany Page 114 Deutsches Eigenkapitalforum Fall 2010 Offering a coffee is a daily gesture. However, when this coffee is one of absolute perfection, it expresses all the esteem that you have for your customers and your employees. This daily gesture then carries a message: your company recognizes quality. Nespresso reinvent the coffee break with a selection of high quality coffees, stylish business machines designed to create a consistently perfect cup of coffee and services customized to the specific needs of business customers. With 8 Grand Crus, the Nespresso range offers a huge variety of profiles and aromas. You can enjoy an excellent cup of coffee to suit your taste, whatever the time of day. Designed to be different! A hotel made of glass. 428 Rooms and four different interior styles, from warm and modern to bold and unconventional, create an innovative living ambience. The unforgettable view of the Frankfurt skyline or the mountains from the panoramic window, assure the perfect room for each guest. With 1,000 square metres of space, the Radisson Blu Hotel is the perfect place for conferences, meetings and celebrations. All 9 meeting rooms are fully air-conditioned, equipped with the latest technology and contain a Nespresso coffee machine. Floor-to-ceiling panoramic windows provide maximum daylight and create a pleasant environment. All participants are provided with free wireless internet access. $EUTSCHES %IGENKAPITALFORUM w%NTREPRENEURS MEET INVESTORSi Top 25 capital seeking companies Company Accovion GmbH AMEOS Gruppe Artificial Life Inc. Asklepios Kliniken GmbH Bard Holding GmbH Biogest Energie- und Wassertechnik GmbH caprotec bioanalytics GmbH Cevec Pharmaceuticals GmbH Page 116 118 120 121 122 124 126 128 CureVac GmbH Diva Video Access AG FLABEG Holding GmbH Glycotope GmbH IONYS AG itk group GmbH Mister Spex GmbH Novaled AG Novalung GmbH pvXchange N.V. 129 130 132 133 134 136 137 138 140 141 REMOS Aircraft GmbH RIEMSER Arzneimittel AG SkySails GmbH & Co. KG stylefruits GmbH SULFURCELL Solartechnik GmbH Torqeedo GmbH voxeljet technology GmbH WiredMinds AG Zentrum Mikroelektronik Dresden AG 142 144 145 146 148 150 151 152 153 Capital Seeking Companies Accovion GmbH Healthcare Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2002 >200 0.086 none 2002 23.6 22.3 22.0 23.0 Contact Contact Person Phone E-mail Website Address Dusan Kosijer +49-(0) 61 96-77 09-2 69 dusan.kosijer@accovion.com www.accovion.com Helfmann-Park 10 65760 Eschborn Germany As a European full-service CRO, ACCOVION supports local and global projects of all types and phases for the Pharmaceutical, Biotechnology and Medical Device industries. Our premium services include study planning and management, clinical monitoring, pharmacovigilance – including post-marketing safety –, data management, biostatistics, statistical programming, medical writing and electronic publishing. Our customers benefit from ACCOVION’s comprehensive experience spanning all stages of product development as well as a significant contribution to a large number of NDAs, BLAs and MAAs in all major therapeutic areas. ACCOVION is known for its expertise in managing and conducting large international clinical trials. Strategic Market Position Global Reach – Personal Touch We support the clinical development of drugs, devices and biotechnology products. But also gene therapies, orphan drugs, human growth hormones, monoclonal antibodies, biopharmaceuticals, advanced therapies and biosimilars. We operate internationally. Management Martin Schröder, Chief Executive Officer Ivana Waller, Chief Operating Officer Dusan Kosijer, Chief Financial Officer Regina Freunscht, Director Clinical Operations, Marketing and Communication Helmut Sayn, Director Statistical Services Martin Schröder, CEO Ivana Waller, COO Planned Investment, Shareholders/Investors Shareholders are: - The management and senior staff of Accovion - HeidelbergCapital-Private Equity - Creathor Venture Page 116 Deutsches Eigenkapitalforum Fall 2010 Jet engine Inventor: Hans Joachim Pabst von Ohain Germany, 1936 Drive. Made in Germany. Also with equity capital procurement. As one of a bank in Germany with many years of experience in the field of equity capital procurement, we offer you unrivalled access to capital markets. Benefit from our individual advice service covering Equity Capital Markets and our comprehensive know-how with IPOs, share placing, capital increases, takover bids, going private and designated sponsoring. Equity Capital Markets: telephone +49 711 127-25021. 2010 Capital Increase 2010 Capital Increase 2010 Stake Replacement 2010 Stake Replacement 2010 Capital Increase 2009 Capital Increase 10,2 Mrd. EUR Co-Bookrunner 420 Mio. EUR Co-Lead-Manager 21 Mio. EUR Sole-Lead-Manager 504 Mio. EUR Co-Lead-Manager 4,2 Mrd. EUR Co-Bookrunner 25 Mio. EUR Joint-Lead-Manager 2009 Capital Increase 2009 Convertible 2008 Capital Increase 2008 Capital Increase 2008 IPO 2008 Capital Increase 156 Mio. EUR Co-Lead-Manager 361 Mio. EUR Co-Lead-Manager 61 Mio. CHF Lead-Manager Bookrunner 86 Mio. EUR Sole-Lead-Manager 190 Mio. EUR Co-Lead-Manager 39 Mio. EUR Lead-Manager Bookrunner 2007 Capital Increase 2007 IPO (Wien) 2007 IPO 2007 Convertible 2007 IPO 98 Mio. EUR Lead-Manager 1.325 Mio. EUR Co-Manager 43 Mio. EUR Co-Lead-Manager 200 Mio. EUR Joint-Lead-Manager 185 Mio. EUR Co-Lead-Manager 2007 Stake Replacement and Capital Increase 48 Mio. EUR Lead-Manager 2007 Stake Replacement 2007 Capital Increase 2007 IPO 2007 IPO 2007 IPO 91 Mio. CHF Joint-Lead-Manager 23 Mio. EUR Lead-Manager 76 Mio. EUR Co-Lead-Manager 16 Mio. EUR Lead-Manager 214 Mio. EUR Co-Lead-Manager Landesbank Baden-Württemberg 2007 Advisory and Financing of Acquisition of Parsytec AG 30 Mio. EUR Capital Seeking Companies AMEOS Gruppe Healthcare Profile Strategic Market Position Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2002 6,700 70 200 2008 324 336 360 400 Contact Contact Person Phone E-mail Website Address Dr. Volker Wendel +41-(0) 87-8 35 33 66 cfo@ameos.ch www.ameos.eu Bahnhofplatz 14 8021 Zürich Switzerland AMEOS is among Europe’s leading health service providers, focusing mainly on German-speaking regions. AMEOS hospitals, nursing and social integration facilities offer highquality medical and nursing services that are cost-effective while still putting people first. AMEOS institutions offer full in- and outpatient services and a wide range of medical treatment and nursing care in regional networks – the AMEOS regions. This is where AMEOS stands out from its competitors. With its growth strategy, AMEOS is aiming to establish new healthcare regions and expand existing ones. AMEOS has become a highly distinctive brand in the health market. Management The AMEOS group is lead by a management team of five: Dr. Axel Paeger (CEO), Dr. Volker Wendel (CFO), Michael Dieckmann (COO), Dr. Stephan Zahn (CTO) und Dr. Marina Martini (CDO). Business Field The AMEOS business model includes the acquisition, the reorganisation as well as the sustainable management of hospitals, nursing homes, social reintegration facilities and psychiatric clinics for the general public (to the highest level of service quality). AMEOS operates in four business divisions: AMEOS Medical Services, AMEOS Psychiatric Services, AMEOS Nursing Services and AMEOS Reintegration Services. AMEOS provides medical services for the general public and focuses on major regional medical centres with 400-600 beds offering various medical specialties, but also runs network hospitals offering general care. AMEOS is a major private operator of psychiatric facilities in Europe with broad expertise in the field of operating forensic facilities. The nursing homes and reintegration services of AMEOS complement the integrated healthcare approach of an AMEOS Region. Therefore, many of the nursing facilities specialize in psycho-geriatric care, thus complementing psychiatric services. Page 118 Deutsches Eigenkapitalforum Fall 2010 from left to right: Stephan Zahn, Marina Martini, Axel Paeger, Michael Dieck mann, Volker Wendel Planned Investment, Shareholders/Investors Institutional investors with a long-term investment horizon such as pension funds and life insurances indirectly make the majority of the shareholders; furthermore the members of the management team are personally invested. Because AMEOS follows a growth strategy, future growth will require both private and debt capital. We believe in German Mittelstand Capital demands new ideas. Entrepreneurs need capital. Bringing the two together – that is what we do successfully. Equity & Debt Capital Markets Dr. Dietmar Schieber +49 (0) 69-92054-196 Institutional Sales Raimar Bock +49 (0) 069-92054-115 Designated Sponsoring Silke Schlünsen +49 (0) 69 92054-140 Capital Seeking Companies Artificial Life Inc. Wireless Telecommunication Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 1994 ca. 80 44.5 100 2007 17.4 21.3 40+ 60+ Contact Contact Person Phone E-mail Website Address Eberhard Schöneburg +852-(0) 31 02 28 00 es@artificial-life.com www.artificial-life.com Franklinstraße 12A 10557 Berlin Germany Artificial Life, Inc. is a leading, global, full-service provider of mobile content and technology for smart phones (3G/4G) providing broadband technology, mobile participation TV, mobile and social gaming, augmented reality and m-commerce. Strategic Market Position As a focused medium-sized mobile media company, Artificial Life, Inc. focuses particularly on the mobile smart phone content market which will reveal its huge potential within the next few years. Management Eberhard Schöneburg, CEO Ernest Axelbank, CTO Frank Namyslik, CFO Planned Investment, Shareholders/Investors Funding 50 Mio EUR Key investors Eberhard Schöneburg (founder): 15% Directors and executive officers: 4% 3M Corp: 9% Free float, others: 75% Eberhard Schöneburg, CEO Page 120 Deutsches Eigenkapitalforum Fall 2010 Capital Seeking Companies Asklepios Kliniken GmbH Healthcare Management Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 1984 33,000 580 2,022 2,163 2,300 - Highly experienced and committed management team: Dr. Tobias Kaltenbach (CEO, Chairman of the Group Management Board) Stephan Leonhard (CFO, Member of the Group Management Board) Dr. Peter Coy (Member of the Group Management Board) Planned Investment, Shareholders/Investors Family owned background with sole shareholder Contact Contact Person Phone E-mail Website Address Stephan Leonhard +49-(0) 61 74-90-11 20 ir@asklepios.com www.asklepios.com Debusweg 3 61462 Königstein Germany Business Field With a market share of over 20%, the Asklepios Group is one of the three largest operators of private hospitals in Germany. The group’s strategy – which focuses on highquality, innovation and sustainable growth – has been rewarded with dynamic growth since its formation 25 years ago. At the end of 2009, Asklepios ran a total of 66 hospitals with over 18,000 beds. Stephan Leonhard, CFO Strategic Market Position Asklepios has a strong growth record, is profitable and generates stable cash flows on the basis of a long-term orientated business model. The group also has a sound financial structure and a strong capital base. Asklepios is thus excellently positioned, both strategically and commercially, to actively shape the structural transformation of the German healthcare system. Deutsches Eigenkapitalforum Fall 2010 Page 121 Capital Seeking Companies Bard Holding GmbH Basic Resources Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2003 1,300 - Contact Contact Person Phone E-mail Website Address Klaus F. Gründel +49-(0) 4 21-5 96 60-4 09 klaus.gruendel@bard-offshore.de www.bard-offshore.de Am Freihafen 1 26725 Emden Germany Klaus F. Gründel, Executive Director Corporate Finance Renewable Energies/Offshore Wind Power Strategic Market Position BARD, headquartered in Emden (Germany), was founded in September 2003 with a focus on developing and operating offshore wind projects. The Company has since then grown to a fully integrated turnkey manufacturer of Offshore Wind Power Plants (OWPPs), adopting an end-to-end approach – from offshore wind component design and manufacturing to OWPP development, installation, operation, maintenance and management. Management BARD is led by an experienced, dedicated and young management team, combining strong project management skills with deep knowledge of the wind energy market and wind technology. The family of Dr. Arngolt Bekker – BARD’s founding shareholder, a former supervisory board member at Gazprom and founder of construction company Stroytransgaz – is highly committed to success in the offshore wind market and contributes a wealth of experience, especially in the realization of large-scale projects in the energy sector; in addition, the family background creates a highly dynamic corporate culture, evidenced by entrepreneurial spirit and rigorous business execution in the tradition of German mechanical engineering. Klaus F. Gründel, Executive Director Corporate Finance, BARD Holding GmbH. Responsible for corporate financing activities within the BARD Group. Extensive corporate finance, M&A, capital markets, and IPO experience with a number of international companies. Joined BARD in 2010. Planned Investment, Shareholders/Investors The Company is 100% owned by the Bekker family and intends to raise a significant amount of equity to strengthen its manufacturing and installation capacities and to enable the realization of a number of offshore wind farms. Page 122 Deutsches Eigenkapitalforum Fall 2010 Capital Seeking Companies Biogest Energie- und Wassertechnik GmbH Multi-Utilites Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2007 19 0.47 5 5.98 4.44 12.60 15.90 Contact Contact Person Phone E-mail Website Address Christian Riel +43-(0) 22 43-2 08 40-00 office@biogest-biogas.com www.biogest-biogas.com Inkustraße 1-7/5/2 3400 Klosterneuburg Austria construction of sewage treatment plants in Austria and in CEE. Since the management buyout in 2007, the company has focused solely on biogas in CEE and SEE. In addition, Biogest will set up and operate biogas plants in the new business unit “Own plant operations”. Due to its pioneer role, Biogest had early access to the markets, which is why the already constructed reference plants represent key growth drivers for the future. Management Christian Riel; CFO, responsible for Finance, HR and Law (for 9 years with Biogest); Education: Vienna University of Economics, University of Vienna; Graduate degrees in Economics and Business Administration, Law Christian Riel; CFO Business Field Biogest is an international biogas plant manufacturer with headquarters in Austria and subsidiaries in the Czech Republic, Romania and Hungary. Biogest spans the entire biogas value chain from project development, engineering design and turnkey construction to providing biological and technical services for operational plants. Biogest has already entered the biogas markets of most CEE/SEE countries, including the Czech Republic, Hungary, Poland, Romania, Slovakia, Bulgaria and the Ukraine. It has more than 40 reference projects in the region to its name, and is aiming for leadership in these markets. Biogest has an attractive project pipeline in the target markets. Strategic Market Position Biogest is a pioneer in biogas plants in the emerging markets for biogas. The main business was originally in the Page 124 Deutsches Eigenkapitalforum Fall 2010 Martin Schlerka; CEO, responsible for Sales and Distribution, R & D (for 11 years with Biogest); Education: University of Natural Resources and Applied Life Sciences/Vienna; Graduate Engineer in Environmental Engineering Gerald Bartl; CTO, responsible for Project Execution and Operations (for 13 years with Biogest); Education: University of Natural Resources and Applied Life Sciences/Vienna; Graduate Engineer in Environmental Engineering Planned Investment, Shareholders/Investors Biogest is looking for an investment of EUR 5 million in Biogest Energie- und Wassertechnik GmbH (equity and similar long-term financial instruments) to be paid in two tranches (EUR 3 million in 2010 and EUR 2 million in 2011). The capital will support the balance sheet structure for the expansion of the engineering business and will be used to finance the investments in the own plant operation business. We open up new vistas High quality commercial due diligence for responsible investors Hands-on operational and strategic realignment of distressed companies A wealth of experience from numerous successful projects, large sector expertise, the right toolbox for precise analysis and reliable findings plus a passion for service combine to ensure your success! You can count on our professional expertise in the following commercial sectors: consumer goods, food, retail, wholesale and e-commerce, franchised business, various service industries, hospitality, healthcare, media & entertainment, telecommunications and IT. In Germany and throughout Europe. If you are interested in very clear messages supported by robust detail – please feel free to contact us! Please contact Dr. Rainer Mayer +49 / 2 21 / 5 69 64 - 0 R.Mayer@maconda.de www.maconda.de Germany · Poland · Czech Republic · The Netherlands Capital Seeking Companies caprotec bioanalytics GmbH Biotechnology Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2006 24 1.1 5.0 > 0.5 0.5 1.0 2.0 1. Kits & Devices: Kit-based analysis of biological samples for identifying proteins; devices to ensure reproducible binding of substances to proteins. 2. ImproMed (improved medicines): Collaboration with pharma companies for identifying proteins that are responsible for side effects (off-targets) and for the desired effect (targets) of drug candidates. Optimization of these candidates in order to reduce attrition rates in clinical trials – the pharmaceutical industry's most daunting problem. Strategic Market Position Contact Contact Person Phone E-mail Website Address Prof. Dr. Hubert Köster +49-(0) 30-63 92-39 88 hubert.koester@caprotec.com www.caprotec.com Volmerstraße 5 12489 Berlin Germany caprotec's USP rests on its robustly patented CCMS-technology (capture compound mass spectrometry) consisting of 19 issued patents and numerous applications. The technology offers advantages over established “pull-down”technologies (e.g. smaller biological sample sizes and identification of weakly interacting proteins). A further expansion of the market position will be pursued by launching several new kit products and by expanding pharma collaborations. In addition, proprietary drug optimization programs will be initiated on the basis of known drugs that are efficacious but toxic. caprotec aims to create new IP on such optimized drug candidates and to commercialize these assets through out-licensing. Management Prof. Dr. Hubert Köster, Founder and Managing Director; founder and ex-CEO of Sequenom (NASDAQ: SQNM); long-term experience in top-management Planned Investment, Shareholders/Investors Target financing: EUR 3 million Prof. Dr. Hubert Köster Founder and Managing Director Page 126 Deutsches Eigenkapitalforum Fall 2010 Investors: Creathor Venture Capital, Funds managed by IBB Beteiligungsgesellschaft, KfW, experienced private investors from the biopharmaceutical industry 1,168,499 shares Placement price: €5.10 Placement volume: €6.0 m Sole Leadmanager Sole Bookrunner 1,701,912 shares Placement price: €4.00 Placement volume: €6.8 mio euromicron AG Frankfurt/Main 465,999 shares Placement price: €16.5 Placement volume: €7.7m Mai 2010 Apr 2010 Jun 2010 Geneart AG, Regensburg Acquisition of a majority stake by SINGULUS TECHNOLOGIES AG Kahl am Main 3,694,640 shares Placement price: €4.10 Placement volume: €15.15m Sole Leadmanager Sole Bookrunner Life Technologies Corp. Carlsbad, CA, USA Sole Leadmanager Sole Bookrunner Sole Leadmanager Sole Bookrunner Cross Equity Partners AG Zurich, Switzerland Jun 2010 Sell-side Advisory SÜSS MicroTec AG Garching Sale of spirella s a. Embrach, Switzerland to Possehl Mittelstandsbeteiligungen GmbH & Co. KG, Lübeck Jul 2010 Capital Increase Capital Increase Jul 2010 Sale of Kleine Wolke Textil GmbH & Co. KG Bremen to LEIFHEIT AG, Nassau Capital Increase Sole Leadmanager LEIFHEIT AG, Nassau Sell-side Advisory Solar-Fabrik AG Freiburg im Breisgau Sell-Side Advisory 1,842,936 shares Placement price: €19.5 Placement volume: €35 9 m Capital Increase Capital Increase PC-Ware Information Technologies AG, Leipzig Apr 2010 Mar 2010 (selected transactions) Corporate Finance G G G G G Research & Sales Mergers & Acquisitions Initial Public Offerings/ Capital Market Transactions Private Equity Advisory Debt Advisory Corporate Evaluations G G G G G Trading Research Support for Institutional Clients Share Placements Bond Placements Roadshows Exclusive member of the European Securities Network (ESN) G G G G G Designated Sponsoring Brokerage Lead Brokerage Electronic Order Routing Stock Exchange Access equinet Bank AG Frankfurt/Main www.equinet-ag.de Tel. 0049 (0)69 58997-0 Capital Seeking Companies Cevec Pharmaceuticals GmbH Biotechnology Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2001 17 2.1 6.0 0.01 0.03 0.2 1.9 Contact Contact Person Dr. Rainer Lichtenberger Phone +49-(0) 2 21-46 02 08-00 E-mail lichtenberger@cevec-pharmaceuticals.com Website www.cevec-pharmaceuticals.com Address Gottfried-Hagen-Straße 62 51105 Köln Germany Business Field CEVEC is a global solution provider for the production of biopharmaceuticals (vaccines, therapeutic proteins, antibodies) focusing on the development of top notch human cell expression systems with highest ethical standards. Our platform expression technologies CAP and CAP-T are based on specific, amniocyte derived human cell lines. Strategic Market Position With the increasing regulatory hurdles, price pressure from reimbursement systems and product quality demands pharmaceutical and vaccine producers are constantly looking to improve their production platforms with respect to product attributes (glycosylation pattern, human homology) safety (i.e. avoiding virus contamination), IP protection (protection via production process), yield improvement etc. Page 128 Deutsches Eigenkapitalforum Fall 2010 Through its human cell based CAP/CAP T expression platform CEVEC addresses the needs of its pharma, biotech and vaccine company customers and is in the unique position by not being bound to a large pharma company. Management Rainer Lichtenberger (CEO) has more than 20 years of management experience in renowned pharmaceutical companies. Within Merck KGaA, he held various positions of increasing responsibility in R&D, project management and global marketing, among them head business unit “Osteoporosis & Women’s Health” and vice president of global marketing. In 2002, Dr. Lichtenberger joined the Merckle/Ratiopharm group on executive board level. Wolgang Kintzel (Chief Commercial Officer) has more than 16 years of experience in different roles within the pharmaceutical, medical device and biotech industry in leading European and USbased organizations with full P&L responsibility up to EUR 100 million. From 2000 til 2008 he built up amaxa AG as global VP Marketing & Sales from a true start-up situation to a successfull M&A in 2008. Wolgang Kintzel, CCO Planned Investment, Shareholders/Investors Cevec is currently raising EUR 6 million from internal and external investors. Current investors include Creathor, NRW Bank, KfW and others. Capital Seeking Companies CureVac GmbH Biotechnology Profile Management Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2000 68 approx. 65 - Ingmar Hoerr, PhD, MBA, CEO Florian von der Mülbe, PhD, MBA, COO Karl-Josef Kallen, MD, PhD, CSO Oliver Schlüter, PhD, CFO Planned Investment, Shareholders/Investors dievini Hopp BioTech holding GmbH&Co. KG Contact Contact Person Phone E-mail Website Address Oliver Schlüter, Ph.D. +49-(0) 70 71-9 20 53-20 oliver.schlueter@curevac.com www.curevac.com Paul-Ehrlich-Straße 15 72076 Tübingen Germany Business Field Oliver Schlüter, CFO CureVac, a biopharmaceutical company, is developing therapeutic and prophylactic vaccines as well as adjuvants. The company is pioneering the therapeutic application of messenger RNA (mRNA), opening up an entirely novel class of drugs. Two tumor immunotherapeutics for the treatment of prostate and non-small cell lung cancer are currently in phase IIa clinical development. CureVac set up a proprietary cGMP production facility for mRNA-based compounds. Strategic Market Position CureVac is seeking strategic alliances and partnerships in order to fully exploit the potential of its technology platform and its maturing product pipeline. Deutsches Eigenkapitalforum Fall 2010 Page 129 Capital Seeking Companies Diva Video Access AG Movies & Entertainment Profile Strategic Market Position Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2007 12 1 3.4 2009 0.2 0.7 1.3 6.1 Contact Contact Person Phone E-mail Website Address Kai Henniges +41-(0) 44-5 86 66 71 kai.henniges@diva.ag www.diva.pro Holbeinstraße 25 8008 Zürich Switzerland Diva has deals with the most important sales channels in its market: Google, Hulu, iTunes, LG, Philips, Sony, Samsung, Sharp, Netflix and 90 further customers. Diva aggregates premium entertainment programming from 120 different Hollywood based suppliers and holds exclusive VoD rights to the majority of its 3,000 items strong library. Across its sales channels Diva currently has 7 million monthly video views. Diva has built a proprietary media asset and content management system allowing it to easily integrate and manage new sales channels. End users pay to watch Diva’s movies or view dynamically inserted video advertising. Diva has created entry barriers: Diva holds a VoD exclusivity to most of its current catalogue of 3’000 titles; Diva has signed deals with sales channels for 30+ territories that are extremely hard to replicate; Diva has built a proprietary VoD software platform that allows us easy integration and management of new partners; Base 100+ existing customers give Diva unique insights and reduce the risk of offering an end-to-end solution. Diva has achieved break even within twelve months of its Series A financing; existing revenue streams & 3-5 year contracts. Management Business Field The TV market is undergoing the most fundamental change in 50 years: in the age of broadband Internet filmed entertainment is increasingly provided when and how users want it. The total video on-demand market is expected to reach CHF 5.7 billion by 2013. Diva’s market segment, ‘over the top’ VoD, is growing 300% annually. Diva has its seat in Switzerland, was founded in March 2007 and today is an integrated video on demand powerhouse. Diva’s head office is in Zurich with a management team of four; a team of six in Berlin processes contents and seasoned media professionals based in London and the Silicon Valley handle business development. Page 130 Deutsches Eigenkapitalforum Fall 2010 Diva's founders are both serial successful entrepreneurs and have both previously had exits from growth stage companies. Jörg Boksberger, Diva's COO, holds an engineering degree from ETH in Zurich. Kai Henniges, Diva's CEO, holds an MBA and LLM from the University of St. Gallen. Planned Investment, Shareholders/Investors Diva is looking for investors to contribute a total of CHF 4.5 million in form of a contribution in cash. Existing institutional investors will participate proportionately. Closing of the private placement planned for End 2010. Die Namensaktie. Bewährte Verfahren, innovative Umsetzung. Sie kennen die Namen Ihrer Aktionäre, ADEUS kennt alle Facetten der Namensaktie. Wir bieten Ihnen Full Service zur konsequenten Nutzung aller Vorteile der Namensaktie für Ihr Unternehmen. Registerführung Aktionärsstrukturanalyse Proxy Solicitation IR-Reporting Hauptversammlung STARvote ® STARiX® www.adeus.de Capital Seeking Companies FLABEG Holding GmbH Glass finishing Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2000 1800 71.1 2000 167.5 151.1 183.7 210.0 Contact Contact Person Phone E-mail Website Address Axel Buchholz +49-(0) 9 11-9 64 56-1 01 axel.buchholz@flabeg.com www.flabeg.com Waldaustraße 13 90441 Nürnberg Germany Business Field The FLABEG-Group is divided into three Business-Lines (BL): The BL Automotive includes all types of mirrors used today in motor vehicles (exterior mirrors, interior mirrors, and sunvisor mirrors). In the BL Solar our activities are combined in the market segment “concentrated solar applications” (parabolic mirrors, mirrors for solar towers, heliostats and Stirling dish systems). The BL Technical Glass includes high-tech special glass, finished with special coating technologies that give the glass properties such as conductivity or anti-reflection. Strategic Market Position FLABEG has significant market shares in the relevant markets. In the BL Automotive the company is market leader in supplying exterior mirrors, interior mirrors, and sunvisor mirrors as well as cover glass for display instruments. As pioneers in the sector solar mirrors FLABEG has Page 132 Deutsches Eigenkapitalforum Fall 2010 been the market leader for over thirty years. Almost all solar thermal power plants in operation today are equipped with solar mirrors from FLABEG. The BL Technical Glass includes, along with TV screens, traffic safety mirrors, display glass and other special glass, picture glass where FLABEG ranks among the top 3 in Europe. These market shares are to be maintained and extended. Management CEO Axel Buchholz, who holds a degree in business studies, has presided over the FLABEG Group since 2002 after holding executive positions with, among others, Metzeler Automotive Profiles, Magna Spiegeldivision and the Heyde AG. From 1991 to 2000 CFO Peter Brauer, who also has a degree in business studies, worked as European Chief Financial Of- Axel Buchholz, CEO ficer for the Pilkington-Group and, in 2000, initiated the Management Buy-Out; from then on, with a two year interruption, he worked as CFO for the FLABEG Group. With a degree in plastics engineering COO Rainer Gsell, after holding executive positions with BTR Automotive, Metzeler and Hymer Leichmetallbau, has been responsible for the FLABEG Group factories worldwide since April 2005. Planned Investment, Shareholders/Investors IK Investment Partners (formerly known as Industri Kapital) is a European private equity firm with Nordic roots, managing EUR 5.7 billion in fund commitments. IK acquires and develops companies with the objective of delivering attractive returns to its investors. The company creates lasting value by applying a hands-on operating approach in working with FLABEG and its management team. Together, FLABEG and IK strive to significantly improve the performance of their business and to create a strong, focused company with excellent, long-term prospects. Capital Seeking Companies Glycotope GmbH Biotechnology Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) Strategic Market Position 2001 112 54 100-150 2.1 1.9 3.0 30 Contact Contact Person Phone E-mail Website Address Dr. Steffen Goletz +49-(0) 30-94 89-26 00 info@glycotope.com www.glycotope.com Robert-Roessle-Straße 10 13125 Berlin Germany Business Field Glycotope is one of the leading companies in the development & production of biotherapeutics with an optimized glycosylation. Based on GlycoExpress, Glycotopes proprietary and regulatory approved technology platform, glycooptimized therapeutic proteins exhibit a manifold increased activity, elongated half-life time and reduced immunogenicity, permitting more effective treatments at lower dose and higher patient comfort. Glycotope's proprietary pipeline of such glycooptimized products currently consists of 2 novel antibodies and 2 improved versions of already marketed antibodies for the treatment of cancer – and an improved protein-hormone for the treatment of infertility. Further application of the GlycoExpress-technology to Bloodfactors and enzyme replacement therapy is in early development stages. GlycoExpress is surpassing existing glycosylation technologies in its applicability to the entire class of glycosylated proteins, allowing adjustment of multiple glycosylation components in a fully human setting, thereby increasing the therapeutic potential while avoiding immunogenic sideeffects typical for therapeutics produced in non-human cell lines. The technology is made available to external partners within the scope of a licensing agreement. Regading its product-pipeline, Glycotope is in advanced negotiations regarding outlicensing of some of it's projects to reknowned partners in the pharmaceutical industry for the further development until market approval. The remaining projects are planned to be fully developed by Glycotope itself. Management Dr. Steffen Goletz, CEO, CSO & Founder; Dr. Franzpeter Bracht, CFO & CBO; Dr. Hans Baumeister, COO Planned Investment, Shareholders/Investors App. EUR 100 million – a) Advancement of Glycotope's pipeline through further clinical stages. By end of 2011, two products are scheduled to have reached phase II, three products should have entered phase I. b) Further expansion of Glycotope-Biotechnology’s GMP production site to supply demands of later clinical trial stages. Major Shareholders: Jossa Arznei GmbH; Eckert Wagniskapital und Frühphasenfinanzierung GmbH; Dr. Steffen Goletz Management of Glycotope GmbH Deutsches Eigenkapitalforum Fall 2010 Page 133 Capital Seeking Companies IONYS AG – chemistry in engineering for durable constructions Chemicals, Specialty Profile Strategic Market Position Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2008 10 0.072 1 2008 0.043 0.200 0.400 0.800 Contact Contact Person Phone E-mail Website Address Dr. Rüdiger Werp +49-(0) 7 21-9 13 45-33 r.werp@ionys.de www.ionys.de Hermann-von-Helmholtz-Platz 1 76344 Eggenstein-Leopoldshafen Germany IONYS AG develops and markets high performance materials allowing for a substantial extension of construction life cycles. Due to IONYS’s close links to the Karlsruhe Institute of Technology (KIT), cutting-edge research results are used for product innovations and can usually be protected by patents. IONYS AG currently develops new products in the area of mineral materials and surface protection systems. Besides own product developments, IONYS AG maintains strategic partnerships with leading construction chemistry companies and other partners along the value creation chain to accelerate the market launch of product innovations. IONYS AG additionally strengthens its market position by the business field services in which construction analysis are carried out and prevention concepts are created. Management CEO: Dr. Rüdiger Werp; supervisory board: chairman: Prof. Dr. Andreas Gerdes (KIT, Hochschule Karlsruhe), vice chairman: Guido Hillebrandts (CEO innoveas AG), Dr.-Ing. Peter Fritz (president of KIT) Planned Investment, Shareholders/Investors Business Field Due to changing environmental conditions and stress scenarios public infrastructure is increasingly exposed to external impacts. These impacts result in substantial damages which occur earlier than planned in the infrastructure’s life cycle and need to be repaired in a time-consuming, ecologydamaging and expensive process. Thus, there is a growing demand among public authorities and private investors for technologies and concepts by means of which construction repairs can be avoided. This can be achieved by utilizing new effective and innovative materials in construction industry. IONYS AG is a leading company in the area of development of innovative high performance materials for preventive, sustainable and cost-effective building. financial requirements: EUR 1 million to extend our business field design of high-performance construction materials; shareholders: Prof. Dr. Andreas Gerdes, engage AG, KIT, Hochschule Karlsruhe Dr. Rüdiger Werp, CEO Page 134 Deutsches Eigenkapitalforum Fall 2010 Prof. Dr. Andreas Gerdes, supervisory board chairman Wer kann dem Alter schon ein Schnippchen schlagen Gewiss, jede Medizin hat ihre Grenzen. Aber die Biotechnologie kann einige sprengen. Biotechnologische Medikamente setzen direkt bei den Ursachen einer Krankheit an. Biotech-Unternehmen forschen mit Hochdruck an neuen wirksamen und sicheren Medikamenten – für Gesundheit und Lebensqualität bis ins höchste Alter. Die Entwicklung entsprechender Innovationen ist zwar aufwändig und erfordert Ausdauer, doch bringt sie schliesslich allen Gewinn: Patienten, Spitälern und Kassen, aber auch Herstellern und Investoren. Die Spezialisten von BB Biotech haben die weltweit führenden Biotech-Unternehmen für Sie zusammengefasst. Wer zu spät einsteigt, wird alt aussehen. Investieren Sie jetzt in den Markt der Zukunft – und in den medizinischen Fortschritt. ISIN: CH0038389992 Biodays 2010 – Frankfurt, Hamburg, Stuttgart Anmeldung unter: www.bbbiotech.com/biodays-2010 Die BB Biotech AG ist im TecDAX notiert. Obige Angaben sind Meinungen der BB Biotech AG und sind subjektiver Natur. Die vergangene Performance ist keine Garantie für zukünftige Entwicklungen. Capital Seeking Companies itk group GmbH Telecommunication Services Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2003 60 0.75 3.5 2004 1.5 7 15 25 Contact Contact Person Phone E-mail Website Address Dirk Walla +49-(0) 30-8 89 11 99-2 55 u.kuetbach@itk-group.de www.itk-group.de Gotzkowskystraße 20/21 10555 Berlin Germany Business Field The itk group GmbH offers individual solutions for business customers in the voice and data environment and is one of the leading ICT service provider in the corporate customer segment in Germany. Beside the support of several 1,000 locations in the subsidiary and corporate group customersegment also medium-sized companies count to their customers. The focus in large enterprise lies on customized unfied communications-solutions. In the SME the focus is on “cloud-” solutions. With the itk voice solution the itk group GmbH developed its own “hosted” phone system. This complete telephone service is offered as managed service and is available for the customer in his own network via VoIP. That way the company offers a complete “phone system on the Internet”, which will replace the traditional telephone system in the mass market (especially in medium-sized businesses) on long term. Inter alia Gartner, Berlecon Research, IDC, BNA, VATM see a very dynamic growth in this market. It’s the company’s premise to help business customers with intelli- Page 136 Deutsches Eigenkapitalforum Fall 2010 gent and personalized communications solutions to work more efficiently. From the headquarters in Berlin, the itk group GmbH is currently coordinating more than 300 sites employing over 3,500 technicians nationwide. Strategic Market Position The itk group GmbH focuses on two different customer segments in the business environment: Large enterprise customers: For this segment individual UC solutions are being developed. Medium-sized enterprises: Here the own hosted solution, itk voice solution, meets the customer needs exactly. The itk group GmbH is one of the fastest growing ICT solutions providers in Germany. In October 2010 this success was awarded the Deloitte Fast 50 Award. In the years 2005 to 2009, the company grew more than 50%. From 2009 to 2010 the revenues and earnings increased again by 100%. Management The Company is directed by two Managing Directors: Dirk Walla who is also the founder of itk group GmbH and speaker of the management board and Björn Stange, who was ordered three years ago. Both manage the company with a strong entrepreneurial spirit. Dirk Walla, Managing Director Björn Stange, Managing Director Planned Investment, Shareholders/Investors The existing, very strong growth was almost entirely financed from the company’s cash flow. To permit such a strong growth further on and to be able to make an IPO, the itk group GmbH requires capital of EUR 3.5 million to invest in sales expansion and internationalization. Capital Seeking Companies Mister Spex GmbH Retail, Internet Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2007 100 aprox. 10 10 0.5 4.5 13 30 Mister Spex to the end consumer are: a large selection of branded glasses (more than 5,500 models from over 90 different labels and designers), prices for complete prescription glasses including lenses are up to 60% cheaper (in comparison with standard high street opticians) and Mister Spex offers comprehensive help, service and information to the customers via the website and its other communication channels. Mister Spex wants to bring about change in the current optical industry, which has so far been characterized by intransparent prices for customers, high profit margins for opticians and dominant chains with focus on own brands. Management Contact Contact Person Phone E-mail Website Address Dirk Graber +49-(0) 30-4 43 12 30-1 20 dirk.graber@misterspex.de www.misterspex.de Greifswalder Straße 156 10409 Berlin Germany Dirk Graber (founder, CEO, former BCG consultant, HHL graduate), Björn Sykora (founder, head of marketing, former Jamba employee, HHL graduate), Philipp Frenkel (founder, head of IT, programmer), Thilo Hardt (founder, head of product management, programmer), Tobias Jörk (CFO, former employee at Arthur Andersen and Lafarge), Stefanie Budesheim (head of operations, former Spreadshirt employee), Eva Nöll (head of HR, co-initiator of the Startup-Lounge), Martina Dier (head of PR, former employee of Mars and Asstel, EBS graduate) Planned Investment, Shareholders/Investors Business Field Mister Spex is the largest online retailer of branded eyewear in Germany. Via its Internet shop http://misterspex.de the company sells prescription glasses (including varifocals), sunglasses, sports eyewear and contact lenses from wellknown brands and suppliers at favorable prices. Mister Spex provides a number of interactive tools on the website, as well as personal support by a competent team of opticians, to help its customers to find the right pair of glasses for them. Mister Spex is currently expanding abroad and is planning to build the leading online optician in Europe. The main investors are the venture capitalists DN Capital, Xange, Grazia Equity and High-Tech Gründerfonds. Also involved are multiple Business Angels such as Lukasz Gadowski (Team Europe Ventures), Oliver Beste and Karsten Schneider. Strategic Market Position Mister Spex has positioned itself as a retailer of high quality branded products with value for money prices – not as a discounter. This differentiates the company from the competition – both online and offline. The main advantages offered by Dirk Graber, CEO Deutsches Eigenkapitalforum Fall 2010 Page 137 Capital Seeking Companies Novaled AG R&D Technology Provider Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2001 100 6.8 7.3 8.1 - Novaled AG is a world-class technology provider in organic light-emitting diode (OLED) technologies. Together with its proprietary materials, Novaled markets its advanced Novaled PIN OLED® technology to display and lighting makers preparing their entry into this promising new field. Harry Böhme +49-(0) 3 51-7 96 58-65 harry.boehme@novaled.com www.novaled.com Tatzberg 49 01307 Dresden Germany Today, the company is well positioned in the display as well in the lighting industry, and delivers materials, technology and/or services to many of the major players in these industries Contact Contact Person Phone E-mail Website Address Strategic Market Position In operation since March 2003, the company has developed into a leading technology provider with a strong intellectual property position. In this short time Novaled has attained various world records in power efficiency of OLEDs. Management Gildas Sorin, CEO Harry Böhme, CFO Gerd Günther, CMO Gildas Sorin, CEO Harry Böhme, CFO Gerd Günther, CMO Planned Investment, Shareholders/Investors TechnoStart, Credit Agricole Private Equity, eCapital, TechFund, CDC, DresdenFonds, KfW and others Page 138 Deutsches Eigenkapitalforum Fall 2010 > Wir stecken unsere Nase gern in fremde Angelegenheiten. Wenn es um die Entwicklung, Umsetzung oder Optimierung von Finanzierungsstrategien geht, mischen wir uns ein. Seit 10 Jahren gehören wir zu den etablierten, unabhängigen Investmentbanken mit Fokus auf dem unternehmergeführten Mittelstand. Sie suchen einen kompetenten Berater, der Sie fair und langfristig begleitet? Fordern Sie unser Investment Banking-Team: Telefon +49 (0)69 24 75 049-30 Fax +49 (0)69 24 75 049-33 investment.banking@quirinbank.de www.quirinbank.de > Börseneinführung treuung > Sekundärmarktbe en > Hybridfinanzierung tions > Mergers & Acquisi ierung > Vorbörsliche Finanz Capital Seeking Companies Novalung GmbH Medical Technology Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2003 50 10 3.3 4.9 6.0 10.3 Contact Contact Person Phone E-mail Website Address Dr. med. Georg Matheis +49-(0) 71 31-27 06-1 24 jan.bardewyk@novalung.com www.novalung.com Im Zukunftspark 1 74076 Heilbronn Germany Development and introduction of novel solutions for lung failure with the potential of an organ-protecting and lifesaving approach in pulmonary support that is superior to current concepts. Novalung’s goal is to replace mechanical ventilation for improving the patient’s outcome and quality of life. Strategic Market Position Novalung is the first and exclusive developer, manufacturer and distributor for medical devices that breathe outside the human lung for pulmonary assist and replacement. The company receives a broad interest and support among the international key opinion leaders in critical care. Novalung is the driver of a paradigm shift in mechanical ventilation and covers a multi bn US $ market. More than 5,000 patients have successfully been treated in the last years with Novalung devices. Management Georg Matheis, Priv. Doz. Dr. med., Prof. h.c., CEO Hannes Wetscher, Lic. Oec. HSG, COO Nicholas Strout, EVP Global Sales and Marketing Planned Investment, Shareholders/Investors Novalung is funded by Zukunftsfonds Heilbronn, Landeskreditbank Baden-Württemberg and Business Angels. Novalung is looking for strategic investors and/or financial investors with profound experience in the MedTech business focused on the introduction of innovative therapies in the US market. Georg Matheis, CEO Page 140 Hannes Wetscher, COO Deutsches Eigenkapitalforum Fall 2010 Investment volume: EUR 10 million Capital Seeking Companies pvXchange N.V. Renewable Energies Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2004 40 0.6 5 2005 1.8 2.6 5.7 5.8 Contact Contact Person Phone E-mail Website Address its liquidity, it offers customers greater transparency, more information and a wider range of products than classical distributors. Pricing, products, and volumes are visible at a glance. Products from over 200 manufacturers have been listed in the last two years and are offered to more than 4,500 registered customers. Management CEO and founder, Kai Malkwitz: E-commerce background with experience in renewable energy sector since 2002 Director Product Development and founder, Martin Schachinger: More than 16 years experience in solar energy industry Director Sales Development, Florian Meyer-Delpho: More than eight years experience in solar energy industry Michael Maximilian Müller +41-(0) 79 22-7 75 02 m.m.mueller@3m-london.com www.pvxchange.com Obentrautstraße 57 10963 Berlin Germany Business Field pvXchange operates in the photovoltaic industry. The value chain stretches from the refining of sand into silicon to the development and management of power plants and retailing of electricity. The company provides a unique solution to the distribution step of the value chain by providing a direct exchange between module manufacturers and installers/project developers. Strategic Market Position pvXchange is the globally leading broker for photovoltaic modules. It was established to bring transparency to the market through a brokerage model facilitated by an online B2B exchange. The exchange forms a liquid spot market offering players a flexible alternative to bilateral and/or long-term agreements between sellers and buyers. Due to from left to right: Kai Malkwitz, Florian Meyer Delpho and Martin Schachinger Planned Investment, Shareholders/Investors pvXchange is funded by the founders, friends and family and seeks capital to further its international expansion build out its market position by continuing its growth path of >100% revenue CAGR between ’06 and ‘10 into the future. Deutsches Eigenkapitalforum Fall 2010 Page 141 Capital Seeking Companies REMOS Aircraft GmbH Aircraft Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2005 93 8.6 10 2012 5.8 4.9 6.1 10.6 Contact Contact Person Phone E-mail Website Address Ed Roberto +49-(0) 39 73-22 55 19-55 ed.roberto@remos.com www.remos.com Franzfelde 31 17309 Pasewalk Germany REMOS manufactures and markets advanced carbon-fibre aircraft from its modern factory facility in Pasewalk, north of Berlin in Germany. REMOS has a fully industrialized and scalable production operation including an established supply-chain and proven processes. The company sells directly to end customers as well as through its dealer channels in the US and in Europe. The current REMOS model is the GX aircraft. The GX features contemporary aesthetic design built to exacting German engineering standards, and features modern avionics and excellent flight handling characteristics. REMOS has sold up to now about 400 aircrafts in its global markets. Strategic Market Position Despite the young company history, REMOS is one of the top 5 leaders in the market with over 21% market share. REMOS enjoys the role as one of the emerging players of General Aviation, with strong support from its existing customer base and influential aviation advocacy groups such as the Aircraft Owners and Pilot Association (AOPA). Management During the second quarter, the management was considerably strengthened and new organizational and leadership structures were established, setting the prerequisites for a high productive industrial manufacturing and international growth. Edward P. Roberto, CEO, brings 25 years of experience in the area of company growth in high tech companies. Gretchen Jahn was appointed to the team as COO. She can look back to more than 30 years entrepreneurial experience in manufacturing, IT and leadership in aviation companies. Edward P. Roberto, CEO Gretchen Jahn, COO Planned Investment, Shareholders/Investors REMOS is seeking a funding commitment with EUR 6 million to be provided for working capital to fund the growth phase to break-even and additional EUR 4 million to be available for strategic investments in either additional markets and/or strategic partnerships. Page 142 Deutsches Eigenkapitalforum Fall 2010 Capital Seeking Companies RIEMSER Arzneimittel AG Pharmaceuticals Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 1991 600 42 1991 84 103 n/a n/a RIEMSER Arzneimittel AG is a mid-sized specialty pharmaceutical company that markets primarily branded specialty/ niche products mainly for the area of Human Rx Specialties. Founded in 1991, RIEMSER has acquired more than 200 drugs and marketing authorisations from leading pharmaceutical companies. Recent acquisitions include the antiinfectives package RIFA from Grünenthal GmbH (2010). The Company's headquarters is located in Greifswald on the Isle of Riems. RIEMSER has about 600 employees mainly in Germany and a subsidiary in the United States (North Carolina). Contact Strategic Market Position Contact Person Phone E-mail Website Address Dr. Michael Mehler +49-(0) 3 83 51-76-59 mehler@riemser.de www.riemser.com An der Wiek 7 17493 Greifswald-Insel Riems Germany RIEMSER is an international specialty pharmaceutical company, focussed on attractive niches in selected therapeutic areas with high medical need, blending hands-on Mittelstand-culture with top industry processes and standards, thereby delivering sustained top-tier growth rates, driven by targeted acquisitions, organic growth and geographic expansion. Key strategic areas comprise oncology, dermatology, antiinfectives and oral surgery technologies. Management Dr. Michael Mehler, Chief Executive Officer, joined RIEMSER in 2009. He has 20 years of industry experience in leading pharmaceutical companies, such as Merck-Sharp & Dohme, Novartis AG and Actelion Pharmaceuticals. Dr. Michael Mehler managed worldwide successfully blockbuster and specialty/niche product portfolios. Planned Investment, Shareholders/Investors Dr. Michael Mehler, CEO Page 144 Deutsches Eigenkapitalforum Fall 2010 59.4% of the shares are held by family Braun, founders of the company. The remaining shares are held in equal parts by General Electric Equity and TVM Capital. Capital Seeking Companies SkySails GmbH & Co. KG Green Technology/Shipping Profile Strategic Market Position Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2001 76 2.5 (31.12.2009) 5-10 2013 - Contact Contact Person Phone E-mail Website Address SkySails is the market and technology leader for automated towing kite systems. Due to its universal design, the SkySails-System has a great market potential: a major part of the existing world merchant fleet (approx. 60,000 ships), as well as new builds, superyachts and fishing trawlers over 60m in length can be retro-/outfitted with SkySails propulsion. Yet, Shipping is not the only application area for the SkySails technology: The existing know-how can serve as technology platform for different additional product lines. This opens up further promising markets for the future. Management Dipl. Wirtsch.-Ing. Stephan Wrage +49-(0) 40-7 02 99-4 44 stephan.wrage@skysails.de www.skysails.com Veritaskai 3 21079 Hamburg Germany The business and operations of SkySails GmbH & Co. KG are led by the managing directors Stephan Wrage (founder and chairman of the executive board), Martin Lohss (COO), HannsUlrich Hasse (CFO) and Stephan Brabeck (CTO). They are supported by an advisory board of five renowned experts from the fields of shipping, corporate development/financing, and investors of the company. Stephan Wrage, CEO Business Field Planned Investment, Shareholders/Investors The Hamburg-based company SkySails GmbH & Co. KG is developing, producing and selling an internationally patented wind propulsion system based on large towing kites. The SkySails-System is the highest-performance wind propulsion system for cargo ships and thus enables commercial shipping to harness wind power again. Depending on the prevailing wind conditions, a ship’s average annual fuel costs can be reduced by 10 to 35% by using the SkySailsSystem. The latest product has a propulsion power of more than 2 MW (> 3.000 horse powers; equivalent ship engine) and can save 2-5 tons of oil per day – this equals US-$ 1,000-2,500. For comparison: A normal family home needs 2 tons of oil for heating and warm water – per year! To date, over EUR 45 million have been invested in the development of the SkySails technology and the establishment of the company. Lead investors are the well known ship financing company Oltmann Gruppe and the highly respected marine engine supplier Zeppelin Power Systems. Besides private investors, the group of SkySails investors also includes numerous notable shipping companies. SkySails seeks to raise a) EUR 5-10 million as convertible loan to faster develop the different international marine markets and build up production. b) EUR 5-10 million equity capital to further develop the technology for a promising new business area. Deutsches Eigenkapitalforum Fall 2010 Page 145 Capital Seeking Companies stylefruits GmbH Retail, Internet Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2008 25 10 5-10 2011 3 15 50 stylefruits is an innovative Social Commerce Platform, which provides internet users with inspiration recommendations and entertainment when shopping for fashion online. With its self-developed, scalable software as well as a comprehensive data mining process, stylefruits is able to recommend matching fashion products from a great variety of suppliers, thus supporting its target group in their purchase decision. The company’s business model is based on transactions, with a commission fee for every sale. Strategic Market Position Contact Contact Person Phone E-mail Website Address Ingo Heinrich +49-(0) 89-5 40 41 29-11 ingo.heinrich@stylefruits.de www.stylefruits.de Lucile-Grahn-Straße 37 81675 München Germany stylefruits is the leading social commerce site for fashion in Germany. The company is seeing continous strong growth in reach and revenues, having already overtaken all established online fashion magazines as the leading source for fashion inspiration on the internet. Management Ingo Heinrich Michael Vietze Mathias Ziegler Ingo Heinrich Michael Vietze (left) and Mathias Ziegler Planned Investment, Shareholders/Investors Shareholders are the founders and the investor Creathor Venture. stylefruits is planning a later stage investment round for its upcoming internationalization. Page 146 Deutsches Eigenkapitalforum Fall 2010 ' 2CRGT &KG 0< < CNU HØT FGP K2CF 0GW HØT FGP K2CF $GUVGNNGP 5KG LGV\V VCIGUCMVWGNN FKG 0GWG <ØTEJGT <GKVWPI WPF FKG 0<< CO 5QPPVCI CNU ' 2CRGT $KNFGP 5KG UKEJ VÀINKEJ CWEJ XQP WPVGTYGIU +JTG /GKPWPI OKV FGT WPCDJÀPIKIGP 5VKOOG CWU FGT 5EJYGK\ \W 2QNKVKM 9KTVUEJCHV -WNVWT WPF 5RQTV UQYKG \W FGP TGNGXCPVGP 6JGOGP FGT <GKV $GUVGNNGP 5KG LGV\V WPVGT P\\EJP\\GRCRGT Capital Seeking Companies SULFURCELL Solartechnik GmbH Thin-Film Solar Modules Profile Business Field Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2001 240 - Contact Contact Person Phone E-mail Website Address Dagmar Strauß +49-(0) 30-467777-193 strauss@sulfurcell.de www.sulfurcell.de Groß-Berliner Damm 149 12487 Berlin Germany Sulfurcell has been manufacturing and developing thin-film solar modules based on chalcopyrite-type semiconductors (CIS/CIGSe) since 2003. As an industrial company in Berlin, Sulfurcells origin is at the Helmholtz-Zentrum Berlin, Europe’s largest research institute on thin-film photovoltaics. Strategic Market Position Sulfurcell is one of the world’s three leading companies in the development and production of thin-film solar modules based on CIS semiconductors. The Berlin company offers innovative solar power technology whose quality and appearance have already received many awards. Management Dr. Nikolaus Meyer (CEO and founder) Dr. Rüdiger Stroh (COO) Henrik Krüpper (CSO) Planned Investment, Shareholders/Investors Sulfurcell can rely on a broad basis of renowned investors. In addition to Intel Capital (Santa Clara) and Climate Change Capital (London), these also include the BEU (Berlin) (a joint investment fund of Vattenfall Europe and GDF Suez), along with Ventegis Capital (Berlin), Demeter (Paris), Zouk (London), AIG (Zürich), BankInvest (Copenhagen), IBB (Berlin), Engelbert Giesen (Berlin) and Masdar (New York). from left to right: Dr. Rüdiger Stroh, COO, Dr. Nikolaus Meyer, CEO, and Henrik Krüpper, CSO Page 148 Deutsches Eigenkapitalforum Fall 2010 %)'%.+!0)4!, &!-),9 /&&)#% &2%-$+!0)4!, "d23% "!.+ 7)2 ,)%&%2. $%. 2)#(4)'%. -)8 &e2 )(2%. %2&/,' 7IR HABEN DIE RICHTIGEN 2EZEPTE F~R )HRE ERFOLGREICHE 5NTERNEHMENS½NANZIERUNG 5ND ES SIND NICHT NUR DIE :UTATEN 7IR SORGEN AUCH F~R EINE EF½ZIENTE UND Z~GIGE 5MSETZUNG -AGESCHNEIDERT "EI Z" "yRSENGiNGEN .ACHFOLGELySUNGEN !NLEIHEEMISSIONEN #LUB&INANZIERUNGEN :UKiUFEN ODER EINER NEUEN (AUSBANKEN 3TRATEGIE KyNNEN 3IE AUF UNSERE +OMPETENZ UND %RFAHRUNG UNSER %NGAGEMENT ABER AUCH DEN HOHEN !NSPRUCH AN UNSERE HANDWERKLICHE !RBEIT VERTRAUEN +!0)4!,-!2+4"%2!45.' -%2'%23 !#15)3)4)/.3 &2%-$+!0)4!,"%2!45.' 02)6!4% %15)49"%2!45.' (EUTE BESONDERS WICHTIG 7IR SIND UNABHiNGIG UND SAGEN )HNEN WELCHE &INANZIERUNGSOPTION MIT WELCHEN &INANCIERS WIRKLICH FUNKTIONIERT UND ZU )HNEN PASST .ICHT NUR HEUTE SONDERN AUCH MORGEN $AS HAT UNS ZU DEM GEMACHT WAS WIR HEUTE SIND %INE F~HRENDE #ORPORATE &INANCE"ERATUNG DIE SEIT MEHR ALS *AHREN 5NTERNEHMEN UND 5NTERNEHMER VERTRAUENSVOLL UND LANGFRISTIG BEGLEITET )0/.4)8 $ER #ORPORATE &INANCE0ARTNER F~R DEN -ITTELSTAND !.302%#(0!24.%2 5LRICH "ARNICKEL UBARNICKEL IPONTIXCOM $R %LMAR *AKOB EJAKOB IPONTIXCOM )0/.4)8 %QUITY #ONSULTANTS 'MB( -ELEMSTRAE %CKE %YSSENECKSTRAE $ &RANKFURT 4ELEFON 4ELEFAX %-AIL INFO IPONTIXCOM WWWIPONTIXCOM Capital Seeking Companies Torqeedo GmbH Energy Efficiency & Reduction of Emission Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2005 32 0.4 4 to 5 4.1 5.0 6.2 8.3 Contact Contact Person Phone E-mail Website Address Dr. Christoph Ballin +49 (0) 8151 268 67-60 christoph.ballin@torqeedo.com www.torqeedo.com Petersbrunner Straße 3a 82319 Starnberg Germany build an international consumer brand for clean outboards. As the global pioneer in this field, Torqeedo stands already today for clean high-tech drives with superior performance. Management Christoph Ballin, Co-Founder and Managing Director (Sales, Marketing, Finance) – prior positions include Managing Director Gardena Deutschland GmbH, Corporate Sales Director Gardena AG, Engagement Manager McKinsey & Company Inc. Friedrich Böbel, Co-Founder and Managing Director (R&D, Sourcing, Supply Chain, Quality) – prior positions include COO Gardena AG, COO Müller Milch (Müller Dairy), VP Production Infineon AG, Team Manager Fraunhofer IIS Business Field Torqeedo is the leader in clean outboards (for boats). Due to its unique characteristics, the boating market is very suitable for a pioneering role in e-mobility. Dr. Friedrich Böbel (left) and Dr. Christoph Ballin Strategic Market Position Planned Investment, Shareholders/Investors Torqeedo outboards convert the limited battery supply better into propulsive power than any other outboard on the market. In addition they offer product-specific advantages like ultra-lightweight design, integrated GPS-based range calculation, competitive price-points etc. Drivers for Torqeedo’s unique performance are unique technological advantages with regards to module-technologies (motor-, battery-, propeller-technology) as well as system-technologies (e.g. safety, user-interface, corrosion resistance). Torqeedo is leveraging the unique product advantages to Page 150 Deutsches Eigenkapitalforum Fall 2010 Main current investors: Wheb Ventures, Brose Trust AG, Extorel AG Capital Seeking Companies voxeljet technology GmbH Advanced Industrial Equipment Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 1999 60 2.5 2.0 2004 7.0 6.5 7.0 10.0 Contact Contact Person Phone E-mail Website Address Dr.-Ing. Ingo Ederer +49-(0) 8 21-74 83-1 00 ie@voxeljet.de www.voxeljet.com Paul-Lenz-Straße 1 86316 Friedberg Germany earning a doctorate in piezo dosage of liquids. Dr. Ederer is recognized as a renowned rapid prototyping expert and acts in this capacity as a consultant for the Bavarian Research Foundation and other organizations. Rudolf Franz: Chairman of the Advisory Board of voxeljet technology (born in 1967). The qualified industrial engineer Rudolf P. Franz has been active in the world of venture capital for over 15 years – currently in the capacity of business angel. Previously he was a member of the management board of 3i Deutschland Gesellschaft für Industriebeteiligungen mbH, where he was responsible for technology investment business in Germany, Austria and Switzerland. Franz Industriebeteiligungen AG has been a shareholder of voxeljet since December 2003. Within the company, Mr Franz is responsible for marketing and sales as well as finance. Business Field voxeljet is a technology company that specialises in the development, production and marketing of generative production systems. The company's core know-how lies in the area of high-performance ink jet technology. Dr. Ingo Ederer Rudolf Franz Strategic Market Position voxeljet is the market leader for industrial 3D printing systems. Management Dr. Ingo Ederer: Founder, partner and managing director of voxeljet technology (born in 1967). After graduating from the Technical University of Munich with a degree in mechanical engineering, he completed his university studies by Planned Investment, Shareholders/Investors The company needs growth capital in order to open up the international markets. Dr. Ingo Ederer, 38% Franz Industriebeteiligungen AG, 17% Bayern Kapital GmbH, 11% Deutsches Eigenkapitalforum Fall 2010 Page 151 Capital Seeking Companies WiredMinds AG Internet Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 2002 13 0.2 4 2010 0.50 0.63 1 1.5 Contact Contact Person Phone E-mail Website Address Albert Denz +49-(0) 7 11-58 53 31-29 albert.denz@wireminds.de www.wiredminds.de Immenhofer Straße 21 70180 Stuttgart Germany customers with behavioral and searching profiles. Based on this data, WiredMinds generates instantly leads and reports to relevant sales channels or integrates in CRM systems. Strategic Market Position Ad a) Web analytics & tracking of smart web applications: Standard products offer to be launched based on existing platform. Ad b) Online Sales & Marketing Automation: WiredMinds is the leading Plug & Play webanalytics solution company in Germany; successful start in UK with around 15 customers & recently closed contract with an international web hosting platform. Management Albert Denz, CEO: Former IBM and SAP executive and experienced start-up manager Markus Müller, CTO and Co-Founder: 15 years experience in developing Internet Business Solutions Planned Investment, Shareholders/Investors Business Field Planned investment: EUR 4 million Shareholder/Investor: Creathor Venture a) Web analytics & tracking of smart web applications The market for mobile applications grows by 90% per year worldwide and is expected to show a revenue growth up to EUR 700 million by 2013 in Germany. Worldwide there will be more than 600,000 applications by 2013. To exploit this market potential there is an urgent need of intelligent software, which allows to monitor and analyze the behaviour of consumers who use these apps. Based on classical webanalytics, WiredMinds’ technology is adjusted to the requirements of the app environment and allows to track behavior patterns and statistical data. Assuming a 10% market share of this widely uncovered potential, WiredMinds could generate EUR 15 million additional revenue in 2013. b) Online sales & marketing automation. WiredMinds’ technology identifies visitors of a website and augments potential Page 152 Deutsches Eigenkapitalforum Fall 2010 Albert Denz, CEO Capital Seeking Companies Zentrum Mikroelektronik Dresden AG Semiconductors Profile Year of establishment Number of employees Equity (in m€) Financing needs (in m€) Positive result since Revenues 2008 (in m€) Revenues 2009 (in m€) Revenues 2010e (in m€) Revenues 2011e (in m€) 1961 284 65.24 Refinancing liabilities 2007 55.8 43.2 52 60 Contact Contact Person Phone E-mail Website Address Thilo von Selchow +49-(0) 3 51-88 22-2 04 tvs@zmdi.com www.zmdi.com Grenzstraße 28 01109 Dresden Germany enterprise into a growing global Fabless player. He holds a degree in Economics from the University of Munich. Between 1991 and 1999, he served several Managing Director- and Chairman positions in the Heitkamp & Thumann Group. He is a cofounder of “Silicon Saxony e.V.”, serves as Chairman of the Board at Novaled AG and is member of the Advisory Board to the Microelectronics Group of the Fraunhofer Association. Steffen Wollek (CFO) Steffen Wollek joined ZMD AG in March 2005 as Head of Finance, Controlling & Treasury and became CFO of ZMD AG in 2007 and since 2009 he is member of the executive board. He has been working for several SMEs in Berlin before, basically being responsible for Corporate Finance, International Accounting & Controlling. He studied at the Technische Universität Berlin and at the University of Berkeley in California and holds a Diploma in Business Administration. Business Field Analog mixed-signal based products for energy efficient solutions in electronics. ZMDI focuses on ICs for sensors and Power Management as well as LED. Strategic Market Position Leading in signal conditioning and processing of sensors. USP in LED through dimming capability and operation on rectified line power option (230 V). USP in Digital Power Management through several patents. Thilo von Selchow, CEO & President Steffen Wollek, CFO Planned Investment, Shareholders/Investors Restructuring of liabilities (see presentation). Management Thilo von Selchow (CEO & President) Thilo von Selchow is CEO & President since 1999. He turned the company around from a struggling state-owned Deutsches Eigenkapitalforum Fall 2010 Page 153 Service Deutsche Börse Listing Partners ACON Actienbank AG China Expert Contact Person E-mail Phone Web Christoph Weideneder weideneder@aconbank.de +49-(0) 89-24 41 18-3 00 www.aconbank.de China, Russia & CIS and Entry Standard Expert Allen & Overy LLP Contact Person E-mail Phone Web Dr. Oliver Seiler oliver.seiler@allenovery.com +49-(0) 69-26 48 50 00 www.allenovery.com Ashurst LLP Bayerische Landesbank Contact Person E-mail Phone Web BDO Deutsche Warentreuhand AG Sergei Ostrovsky, Reinhard Eyring sergei.ostrovsky@ashurst.com reinhard.eyring@ashurst.com +44-(0)207-638-1111, +49-(0) 69-97 11 26 www.ashurst.com Phone Web Asiasons WFG Financial China Expert Phone +65-(0) 6319 4999 AWT Horwath GmbH Wirtschaftsprüfungsgesellschaft Contact Person E-mail China and Entry Standard Expert Manuel Rauchfuss, Günter Wörl manuel.rauchfuss@awt-horwath.de guenter.woerl@awt-horwath.de +49-(0) 89-76 90 63-27, -28 www.awt-horwath.de Phone Web Contact Person Dr. Gebhard Zemke, Andrea Bilitewski E-mail gebhard.zemke@bdo.de, andrea.bilitewski@bdo.de Phone +49-(0) 40-302 93-525, -209 Web www.bdo.de Beiten Burkhardt Rechtsanwaltsgesellschaft mbH Contact Person E-mail Baader Bank Aktiengesellschaft Contact Person E-mail India and Entry Standard Expert Nico Baader, Ulrich Drumm nico.baader@baaderbank.de ulrich.drumm@baaderbank.de +49-(0) 89-51 50 0 www.baaderbank.de Phone Web Phone Web BHF - BANK AG Contact Person E-mail Phone Web Cornelius Clotten cornelius.clotten@bhf-bank.com +49-(0) 69-71 80 www.bhf-bank.com Blättchen & Partner AG E-mail Web BNP Paribas Entry Standard Expert Bankhaus Lampe KG Contact Person E-mail Brunswick Group Bankhaus Main AG Phone Web Russia & CIS Expert Rainer Bergmann, Klaus Armbrust rainer.bergmann@bankhaus-main.com klaus.armbrust@bankhaus-main.com +49-(0) 69-59 76 76-105, -106 www.bankhaus-main.com BankM – Representative Office of biw Bank for Investments and Wertpapiere AG Entry Standard Expert Contact Person E-mail Phone Web Page 154 Ralf Hellfritsch, Peter Sang ralf.hellfritsch@bankm.de, peter.sang@bankm.de +49-(0) 69-719 18 38-32, -11 www.bankm.de, www.biw-bankm.de Deutsches Eigenkapitalforum Fall 2010 Contact Person E-mail Phone Web Entry Standard Expert Prof. Dr. Wolfgang Blättchen Dr. Stephan Mahn wb@blaettchen.de, sm@blaettchen.de www.blaettchen.de Contact Person E-mail Phone Web Ludger Meckenstock, Dr. Carsten Lehmann ludger.meckenstock@bankhaus-lampe.de lehmann@lampe-cf.de +49-(0) 2 11-49 52-6 33, +49-(0) 69-33 99 51-0 www.bankhaus-lampe.de China, India, Russia & CIS and Entry Standard Expert Robert Michels, Dr. Dirk Tuttlies robert.michels@bblaw.com dirk.tuttlies@bblaw.com +49-(0) 69-75 60 95-0 www.bblaw.com Contact Person Contact Person E-mail China, Russia & CIS and Entry Standard Expert Russia & CIS Expert Contact Person E-mail Phone Web Entry Standard Expert Alf Niezold, Helmut Steinhauser alf.niezold@bayernlb.de helmut.steinhauser@bayernlb.de +49-(0) 89-2 17 12 39 60 www.bayernlb.de Lars Stiewe lars.stiewe@bnpparibas.com +44-(0) 207-5 95 20 84 www.bnpparibas.com China Expert Christian Weyand, Gundolf Moritz cweyand@brunswickgroup.com gmoritz@brunswickgroup.com +49-(0) 69 24 00 55 10 www.brunswickgroup.com Business Wire - A Berkshire Hathaway Company Contact Person E-mail Phone Web Susanne Minneker, Henrik Adelmann susanne.minneker@businesswire.com henrik.adelmann@businesswire.com +49-(0) 69-91 50 66-0 www.businesswire.de, www.businesswire.com Service CdC Capital AG Contact Person E-mail Phone Web Entry Standard Expert Jörn J. 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GmbH Entry Standard Expert Contact Person E-mail Phone Web Ingo Janssen ingo.janssen@ubj.de +49-(0) 40 - 6378 5410 www.ubj.de UniCredit Bank AG Contact Person E-mail Phone Web Peter Schaede peter.schaede@unicreditgroup.de +49-(0) 89 378-11650 www.unicreditgroup.eu VEM Aktienbank AG Contact Person E-mail Phone Web Page 160 China and Entry Standard Expert Justus Linker, Markus Becker j.linker@vem-aktienbank.de m.becker@vem-aktienbank.de +49-(0) 89 3 09 03 48-60, -85 www.vem-aktienbank.de Deutsches Eigenkapitalforum Fall 2010 Markus Fischer, Dr. Liming Ge markus.fischer@viscardi.com +49-(0) 89 25 558-0, -127 www.viscardi.com China, Russia & CIS and Entry Standard Expert Contact Person Christian Fuest, Heiko Trapp E-mail christian.fuest@westlb.de, heiko.trapp@westlb.de Phone +49-(0) 211-8 26-8612, -2592 Web www.westlb.de WGZ BANK Entry Standard Expert Contact Person E-mail Phone Web Dr. Reiner Selbach reiner.selbach@wgzbank.de +49-(0) 211-7 78-28 81 www.wgzbank.de White & Case LLP Contact Person E-mail Phone Web Russia & CIS Expert Dr. Lutz Robert Krämer, Dr. Benedikt Gillessen lkraemer@whitecase.com bgillessen@whitecase.com +49-(0) 69-29994-1132 www.whitecase.com Willkie Farr & Gallagher LLP Contact Person E-mail Phone Web Prof. Dr. Michael Schlitt mschlitt@willkie.com +49-(0) 69-79302-170 www.willkie.com Wolfgang Steubing AG Contact Person E-mail The Royal Bank of Scotland N.V. Contact Person E-mail China Expert Contact Person E-mail Phone Web Phone Web youmex AG Contact Person E-mail Phone Web Dr. Jochen Grossmann, Kai Jordan jochen.grossmann@steubing.com kai.jordan@steubing.com +49-(0) 69-297 16-168, -112 www.steubing.com China and Entry Standard Expert Andreas Wegerich wegerich@youmex.de +49-(0) 69-79 53-98-0 www.youmex.de IT IS WHAT YOU KNOW Our people have the deepest knowledge in key sectors: resources and energy, infrastructure, real estate and financial institutions. They understand the dynamics of the global markets in which our clients operate and offer a range of capital markets, advisory, trading and other financial services. It’s that knowledge and expertise which gives our clients the advantage of having a global yet specialised perspective. 40 years of growth 70 international offices Corporate advisory Capital markets Securities FICC 2400 stocks under coverage Asset and wealth management 14,600 people €62 billion of M&A activity advised* Know more *During the 12 months to 31 March 2010 macquarie.com/forwardthinking Service Market Segments An overview Figure 1: Issuers have the choice In Europe, there are two points of access to the capiRegulated Unofficial Market EU-Regulated Market Two ways to access the tal market: access (Exchange Regulated Market) capital market via markets regulated by the EU Entry Standard Prime Standard Deutsche Börse (EU-regulated Primary Market Segments markets) and acGeneral Standard First Quotation Board cess via markets (Open Market) regulated by the stock exchanges Source: Deutsche Börse AG themselves (regulated unofficial markets). At Deutsche Börse, operator of the FSE (the Frankfurt Stock Exchange), a • The anticipated market value of the shares to be admitted listing on the EU-regulated market leads either to the General or – if an estimate is not possible – the equity of the comor to the Prime Standard. A primary listing on the Open pany amounts to at least EUR 1.25 million. Market (regulated unofficial market), on the other hand, can • The minimum number of shares is 10,000 for no-par value lead to the First Quotation Board or Entry Standard. shares. • Free float of at least 25%. According to § 9 BörsZulV (Stock Exchange Admission Regulation) exceptions are The EU-regulated market possible. The EU-regulated market is an organized market in the • The admission document is a listing prospectus with information about the actual and legal circumstances sense of § 2 para. 5 German Securities Trade Act (WpHG). which are essential for the assessment of the issuer and Prior to trading, the issuer of the securities must file an apthe security. The listing prospectus must be accurate and plication for admission to the EU-regulated market together complete and must include the balance sheets, income with a bank, a financial service provider or a company statements and cash flow statements of the last three which operates in accordance with § 53 para. 1 clause 1, or fiscal years and the notes as well as the management § 53b para. 1 clause 1 of the German Banking Act, to the report of the last fiscal year. Management Board of FWB Frankfurter Wertpapierbörse (Frankfurt Stock Exchange). The bank or company must be • The language of publication is German, for foreign issuers English. admitted to a domestic stock exchange with the right to participate in trading and submit proof of a liable capital of • The decision-making body is the Management Board of the Frankfurt Stock Exchange. EUR 730,000. If the issuing company itself fulfils these conditions, it may file the application for admission alone. The legal principles of admission are regulated in detail in the German Stock Exchange Act, the Stock Exchange Admission Regulation, the Prospectus Act and the Exchange Rules for the Frankfurt Stock Exchange. Main criteria for the first admission of shares to the EU-Regulated Market: • The issuer must have existed as a company for at least three years, exceptions are possible. Page 162 Deutsches Eigenkapitalforum Fall 2010 Service Figure 2: “Roadmap” to an IPO at Deutsche Börse An IPO covers the following steps: Phase 1: Planning and preparation Phase 3: Realization and marketing Initial consultation with Deutsche Börse Prepare IR activities (establish an IR department; Form an IPO team within the company draft a catalogue of IR procedures) Recruit advisors (e.g. Deutsche Börse Listing Publish EU prospectus Partner) Allocate research coverage Choose the right syndicate bank File application for admission Meet legal requirements within the company Brief analysts Contact investors Main follow-up obligations for the issuers of shares: • publication of annual financial statements • publication of an interim report for the first six months of the fiscal year • ad-hoc disclosure in accordance with §15 Securities Trading Act (WpHG) • duty of notification in accordance with §21 Securities Trading Act (WpHG). Phase 4: Price determination secondary market Phase 2: Structuring Set up time plan Price determination and delivery process Create business plan and IPO strategy First price determination (fully electronic price de- Due diligence for key business areas termination on Xetra or price determination using Prepare EU prospectus market makers) Structure of the first trading day by Deutsche Börse with media presence on the floor of the Frankfurt Stock Exchange Continuous trading on the Xetra electronic trading system Source: Deutsche Börse AG Open Market (regulated unofficial market) The Open Market (regulated unofficial market), which is organized by Deutsche Börse, is divided into the First Quotation Board and the Second Quotation Board. It represents the second German market segment regulated by law, besides the EU-regulated market. However, in contrast to the EU-regulated market, the Open Market is not an official market segment, but is governed by private law. A stock exchange may choose to provide this type of segment in accordance with article 48 of the Stock Exchange Act (BörsG Börsengesetz), if the securities included herein are neither listed nor included in the EU-regulated market and as long as orderly trading and business conduct can be guaranteed. Besides German shares, mainly international shares, bonds of German and international issuers, and certificates and warrants are traded on the Open Market. Shares from more than 80 countries are listed on the Open Market. According to article 2, para. 5 of the Securities Trading Act (WpHG Wertpapierhandelsgesetz), the Open Market does not represent an organized or EU-regulated market. The inclusion of securities on the Open Market is governed by the Directives for the regulated unofficial market of Deutsche Börse AG. The inclusion of securities in exchange trading on the Open Market represents one of the easiest and fastest ways to the stock exchange. A registered trading member of the Frankfurt Stock Exchange files the application for inclusion in exchange trading. As the organizing body of the Open Market, Deutsche Börse AG makes the decision about inclusion. Issuers must fulfil only a few formal inclusion requirements and no follow-up obligations. Main inclusion criteria for the Open Market: Application for inclusion: • It must include an accurate designation of the security to be included and information as to the domestic or foreign organized market where prices are already fixed for this security. • If the securities are not already traded on an organized market, the applicant must provide more detailed information about the issuer in the form of a prospectus or an issuer data form, which allows proper assessment. • A company already admitted to the trading on Frankfurt Stock Exchange must make the application for inclusion of an issuer. • The applicant must inform Deutsche Börse AG immediately and in writing about important circumstances concerning the included securities and/or the issuer. • The decision-making body for the inclusion is Deutsche Börse AG as the operating body of the Open Market. • Publication language: German or English. The Open Market provides an alternative to the EU-regulated segment, the EU-regulated Market, as a point of access to the capital market. Small and medium-sized companies, in particular, benefit from easy, fast and costeffective admission to exchange trading. The Open Market provides an alternative to the EU-regulated Market, as a point of access to the capital market. Small and medium-sized companies, in particular, benefit from easy, fast and cost-effective admission to exchange trading. Learn more about the Deutsche Börse market segments at: www.deutsche-boerse.com/listing e > market structure Deutsches Eigenkapitalforum Fall 2010 Page 163 Service Contact Persons at Deutsche Börse Group Barbara Georg Head of Listing & Issuer Services Telephone: +49-(0) 69-2 11-1 72 97 E-mail: barbara.georg@deutsche-boerse.com Alexander von Preysing Head of Issuer Services Telephone: +49-(0) 69-2 11-1 72 71 E-mail: alexander.von.preysing@deutsche-boerse.com Dr. Albrecht Bürger Key Account Manager: Russia & CIS Telephone: +49-(0) 69-2 11-1 58 85 E-mail: albrecht.buerger@deutsche-boerse.com Nicole Koludrovic Key Account Manager: Consumer, Media, Retail, Food & Beverages Telephone: +49-(0) 69-2 11-1 26 83 E-mail: nicole.koludrovic@deutsche-boerse.com Stefan Höfer Key Account Manager: Chemicals, Pharma & Healthcare, Deutsche Börse Listing Partner, Russia & CIS Telephone: +49-(0) 69-2 11-1 57 03 E-mail: stefan.hoefer@deutsche-boerse.com Susanne Lotz Key Account Manager: Automobile, Financial Services/Real Estate, Transportation & Logistics, India, REITs Telephone: +49-(0) 69-2 11-1 52 71 E-mail: susanne.lotz@deutsche-boerse.com Michael Rieß Key Account Manager: Basic Resources, Banks, Construction, Financial Services, Industrials, Insurance, Software, Telecommunication, Utilities, Deutsche Börse Listing Partner Telephone: +49-(0) 69-2 11-1 49 03 E-mail: michael.riess@deutsche-boerse.com Marian Valkov Key Account Manager: Russia & CIS Telefon: +49-(0) 69-2 11-1 93 47 E-mail: marian.valkov@deutsche-boerse.com Page 164 Deutsches Eigenkapitalforum Fall 2010 Yuxing Ruan Key Account Manager: China Telephone: +49-(0) 69-2 11-1 52 32 E-mail: yuxing.ruan@deutsche-boerse.com Service Index of Advertisers Advertiser ADEUS Baader Bank BankM BDO Wirtschaftsprüfungsgesellschaft Beiten Burkhardt Bellevue Asset Management BNE Business Europe Börsen Radio Network Börsen-Zeitung Buse Heberer Fromm BVK e.V. Close Brothers Seydler Bank CMS Hasche Sigle Commerzbank Creathor Venture Management Credit Suisse Currenta/Chempark DAF Deutsches Anleger Fernsehen Deutsche Börse DZ Bank equinet Ernst & Young Fachverlag der Verlagsgruppe Handelsblatt Frankfurter Allgemeine Zeitung FCF Fox Corporate Finance FinanceAsia Financial Gates FinanzNachrichten Gansch & Partner GoingPublic Media Haubrok Hauck & Aufhäuser Heuking Kühn Lüer Wojtek Holland Private Equity HSBC Trinkaus & Burkhardt ICF Kursmakler INDUS Institutional Investment Publishing International Herald Tribune IPONTIX Equity Consultants Jefferies & Company KfW Bankengruppe KPMG Landesbank Baden-Württemberg maconda Macquarie Group Morgan Stanley n-tv Nachrichtenfernsehen Neue Zürcher Zeitung Osborne Clarke Phoenix CNE Channel Property Investor Europe quirin bank REITs in Deutschland RölfsPartner Silvia Quandt & Cie. Stratec Biomedical Systems Swiss Equity magazin Taylor Wessing UHY UniCredit Bank VDI Verlag Ventizz Capital Partners Advisory Viscardi WestLB youmex Page 131 39 19 33 75 135 99 63 87 31 17 119 69 5 29 51 41 109 U4 45 127 7 97 91 81 67 111 155 79 103, 159 83 35 49 27 11 123 71 107 85 149 88 25 15 117 125 161 43 59 147 73 157 93 139 55 23 77 53 57 9 47 21 65 13 143 37 61 $EUTSCHES %IGENKAPITALFORUM w%NTREPRENEURS MEET INVESTORSi Imprint Conference Magazine Publisher: Deutsche Börse AG Mergenthalerallee 61, 65760 Eschborn, Germany www.deutsche-boerse.com/listing issuerrelations@deutsche-boerse.com Tel. +49-(0) 69 211 1 88 88 Publishing Partner: GoingPublic Media AG Hofmannstr. 7a, 81379 Munich, Germany www.goingpublic.de, info@goingpublic.de Tel. +49-(0) 89-2000 339-0 Project Management: Nicole Koludrovic, Deutsche Börse AG Carola Lübbing-Raukohl, Deutsche Börse AG Editorial: Falko Bozicevic, Maximiliane Worch, Oliver Bönig Editorial assistance: Valentyna Byelkina, Tatiana Larina, Stefan Leisner, Alexander Novikov, Alexandra Rößer, Iona Ursachi Authors: Nico Baader, Dr. Christa Bähr, Marc Bernhof, Albrecht Deißner, Dr. Martina Ecker, Dr. Reto Francioni, Florian Frei, Torsten Fues, Philip Grosse, Peter Thilo Hasler, Stephan Heinemann, Dirk Hesse, Dörte Höppner, Dr. Elmar Jakob, Markus Kurzhals, Maren Lorth, Dr. Rainer Mayer, Robert Michels, Frans-Matthis Pleie, Alexander von Preysing, Volker Potthoff, Steffen Pörner, Ursula Querette, Arndt Rautenberg, Oliver Riedel, Michael Rohr, Michael Salcher, Dr. Dietmar Schieber, Steffen Schneider, Edda Vogt, Dr. Alexandra Zech, Dr. Gebhard Zemke Interviewees: Dr. Stefan Heißner, Carsten Klante, Dr. Jens Maßmann, Dr. Axel Nawrath, Dr. Christian Schlüter, Prof. Dr. Norbert Walter, Lutz Weiler Layout: Holger Aderhold, Elisabeth Bayer, Robert Berger, Andreas Potthoff Picture editing: Robert Berger, Andreas Potthoff Proofreading: Ade Team, Magdalena Lammel Printing: Kastner & Callwey, Forstinning, Germany Reproduction: All rights reserved, © 2010 Deutsche Börse AG, Eschborn, Germany Order number 1110-4023 issuerrelations@deutsche-boerse.com Deutsches Eigenkapitalforum Fall 2010 Page 165 0ROGRAM /VERVIEW $ETAILED PROGRAM AT INFOCOUNTERS -ONDAY .OVEMBER 2OOM 0LENUM CONTINUES &RANKFURT #APITAL -ARKET &ORUM "EIJING "ERLIN ,IFE 3CIENCE &ORUM !LTERNATIVE %NERGIES &ORUM (ONG +ONG 2EGISTRATION AND "USINESS "REAKFAST 0LENUM 7ELCOME !DDRESS AND /PENING 2EMARKS $R 2ETO &RANCIONI #%/ $EUTSCHE "ÚRSE !' $R 5LRICH 3CHROEDER #%/ +F7 "ANKENGRUPPE 0LENUM +EYNOTE 3PEECH %RA OF ,ESS !TTRACTIVE 9IELDS 5NAVOIDABLE 0ROF $R .ORBERT 7ALTER 7ALTER 4ÚCHTER #ONSULT &OUNDER /FFSHORE 7IND THE 9EAR OF 4AKE /FF (OSTED BY -ACQUARIE ! -ACROECONOMIC 0ERSPECTIVE ON #HINA (OSTED BY $EUTSCHE "ÙRSE !' )0/7ORKSHOP ) #RITICAL 3UCCESS &ACTOR #ANCER /PPORTUNITIES IN $IAGNOSTICS AND 4HERAPY )NVESTMENT #ASE (OSTED BY $: "!.+ (OSTED BY ,""7 %QUITY FOR A 3USTAINABLE $EVELOPMENT OF 3-%S (OSTED BY +F7 "ANKENGRUPPE )0/7ORKSHOP )) #HALLENGES OF 6ALUA TION AND 0RICING IN #ONTINUED -ARKET 5NCERTAINTY (OSTED BY $: "!.+ )NTEGRATED #ARE 2EGULATORY &RAME WORK AND 3TRATEGIC #ONCEPTS (OSTED BY $: "!.+ 0HOTOVOLTAIC )NDUSTRY 7HERE ARE THE .EW -ARKETS (OSTED BY -ACQUARIE )0/7ORKSHOP ))) 3TRATEGIES TO $E2ISK )0/ %XECUTION (OSTED BY #REDIT 3UISSE %MERGING -ARKETS AS A 'ROWTH /PPORTUNITY (OSTED BY $: "!.+ 30!#S n ! .EW 7AY OF &INANCING %UROPEAN #LEANTECH IN THE &UTURE (OSTED BY -ACQUARIE ,UNCH "UFFET AND %XHIBITION 0ERFORMANCE OF 6ENTURE #APITAL "ACKED )0/S (OSTED BY %6#! 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VOXELJET TECHNOLOGY 'MB( 7ARTH +LEIN !KTIENGESELLSCHAFT 7P' 7IRED-INDS !' :ENTRUM -IKROELEKTRONIK $RESDEN !' !S OF .OVEMBER Deutsches Eigenkapitalforum Fall 2010 Appendix b -AIN ,EVEL # &ORUMS %XHIBITION /NE /N /NES 0LENUM Hong Kong Beijing Internet Lounge Coffee Bar Speaker Lounge Moscow Bar Frankfurt Bar Capital Seeking Companies Gallery (8.01- 8.26) 1on1 FACTory Berlin One on Ones (A-C) One on Ones (D-F) $6&! Plenum 4URN PAGE FOR %XHIBITORS@ )NDEX Deutsches Eigenkapitalforum Fall 2010 Appendix a Innovative business ideas grow in innovative capital markets. Think ahead today, move the world tomorrow. The IPO success of innovative companies requires an innovative environment. Deutsche Börse strategically positions your company alongside international peers. This way you join first class sector coverage, encounter demand and interest on the part of investors, and experience high valuation. Beyond participating in the most exciting market for leading innovative industries, as a listed company you profit from raising capital world-wide and staying independent at the same time. Add to this our modern primary market segments and cutting edge trading technology, worldwide investors, and you’ll understand why Deutsche Börse is your most fitting match for a successful future. Please contact our IPO experts: E-mail issuerrelations@deutsche-boerse.com Phone +49-(0) 69-2 11-1 88 88, www.deutsche-boerse.com / listing _ e Deutsche Börse Listing: Welcome to Your Future