AAC Technologies acquires Premium Sound Solutions

Facts

Involved firms and advisors buy side:
DBS Bank (Financial)
Freshfields (Legal)
KPMG (Transaction Services) 

Involved firms and advisors target: 
Lincoln International (M&A advisor)
Allen & Overy (Legal)
Deloitte (Transaction Services) 

Involved firms and advisors sell side:
Lincoln International (M&A advisor)
Allen & Overy (Legal)
Deloitte (Transaction Services) 

Brief description / Deal outline:  

AAC Technologies, a company listed on the Hong Kong Stock Exchange, has acquired a majority stake (80%) in Premium Sound Solutions (PSS) with a second tranche purchase for the remaining 20% scheduled for 2025. AAC Technologies is a leading provider of sensory experience solutions for smartphones, intelligent vehicles, virtual reality, augmented reality and smart homes. Premium Sound Solutions, a leading global provider of premium audio systems, is based in Dendermonde, Belgium and was originally founded by Philips in 1970. This is a strategic acquisition by AAC to expand their consumer loudspeaker division with PSS’s automotive loudspeakers.  

Why should this deal win the Award for Best Large Cap Corporate Deal?  

Submitted by Deloitte 

Premium Sound Solutions 

Premium Sound Solutions (PSS) has its head office in Dendermonde, the location where all activities started in 1970. PSS was established by Philips as “Philips Speaker Systems”. Today, 53 years and two changes in ownership later, the company has to a worldwide leader in innovative premium sound solutions with sales offices, production sites and R&D centers across the world (Belgium, Hungary, US, Mexico, PRC, Malaysia, etc.) employing more than 3,500 people. 

What started as a fully integrated manufacturing site in Dendermonde to serve the Philips Group has become one of the leading suppliers to many of today’s premium Western automotive brands. With the recent surge in Chinese EV brands, PSS was able to expand their customer portfolio with several of these brands to secure significant growth opportunities in the coming years. Next to its automotive activities, PSS is also active in the consumer industry, serving as a primary and secondary supplier of speakers. 

PSS produced over 110m speakers in FY22, ranging from standard speakers to high-end, own IP, speakers used in premium and luxury car models. 

PSS has longstanding and profound partnerships with many of its customers. This allows PSS to get involved early, in the design phase of new cars, and co-develop new sound solutions. Therefore PSS has two R&D centers, one in Belgium and one in PRC, which develop speakers tailored to the customer needs, but also invest in innovation to create the sound systems of the future. The Group has multiple patents, is developing speakers that are one-of-a-kind, and hence is poised to be a top-tier innovator in the industry in the coming years. 

In 2021, PSS was awarded a bronze medal at the European Association of Automotive Suppliers (CLEPA) innovation awards in the cooperation category, confirming that the industry also recognises the company includes trustworthy and synergistic partnerships in its DNA. 

PSS’ management team consists of 8 people, which have a combined experience of 78 years at the company. In this management team there is a healthy mix home-grown leaders and newly recruited industry experts that are able provide fresh insights and challenge the status quo.  

Project Polar 

Value Enhancement Partners (VEP) and Ardent Equity (AE) acquired PSS in 2014 and assisted the company to laser-focus on OEM activities and geographical expansion. This resulted in the acquisition of strategic partners in Malaysia, PRC and Germany, product innovation and development and expansion towards Chinese EV brands. As a result, the consolidated revenues grew from €183m in FY14 to €350m in FY22.  

Today, VPE and AE are ready to exit the investments made and found the perfect successor in AAC Technologies (AAC), a Hong Kong listed company. AAC was founded in 1993 in Shenzhen, PRC by Pan Zhengmin and his wife Ingrid Wu. Both still hold half of the shares of AAC and Pan Zhengmin is still acting CEO. 

AAC is a leading provider of sensory experience solutions, of which the acoustics division in the consumer industry is the largest. AAC is one of the top suppliers for behemoths such as Apple and Samsung. The company realised c. €2.8bn in revenues in FY22. 

PSS and AAC are both active in the acoustics industry, however the product and customer portfolio is complementary and there is limited to no overlap. Hence, this deal offers many opportunities to both parties. PSS will be able to capitalise on the presence and status of AAC in PRC, and Asia by extension, allowing a further expansion in the Asian market. Similarly, AAC is able to increase the shareholder value by accelerating their automotive activities, which it started in 2021, and further grow its acoustic solutions division. 

PSS will continue to operate on a standalone basis and remains anchored in Belgium, whilst the partnership will gradually improve operations by enabling operational efficiencies and sharing know-how to allow for new, innovative products and offering end-to-end acoustic solutions. 

Conclusion 

In conclusion, the sale of Premium Sound Solutions to AAC Technologies  involved multiple elements making this deal a great landmark in the Belgian industry and the M&A landscape in general: 

• PSS will continue acting on a standalone basis, operating from Belgium with the existing leadership; 
• Accelerated international expansion of a leading premium sound solution player; 
• Highly strategic deal driven by the need to further diversify the current production portfolio of AAC; 
• Sustaining employment and ensuring a stable strategic, sustainable growth for PSS employees in Belgium; and, 
• This transaction is a prime example of a successful story of a PE-backed company and strong management team. 

Submitted by Lincoln International 

Premium Sound Solutions (“PSS“) transformed itself from vertically integrated speaker producer for Philips to a global leader of innovative premium sound solutions to a premium global customer base.

Formerly known as Philips Speaker Systems, PSS history dates back to the 70s when Philips opened a speaker factory in Dendermonde to develop and produce all loudspeakers used in Philips Audio- and Video products. With the shift towards sound system being insourced by automotive OEMs PSS gradually shifted from a vertically integrated Philips loudspeaker producer towards a tier-1 supplier of sound systems to automotive OEMs and was eventually carved out from Philips in 2007 and renamed to Premium Sound Solutions. Today, PSS is a global market leader in the development, production and commercialisation of premium sound solutions to automotive OEMs and consumer audio brands. Headquartered in Dendermonde, PSS employs more than 3,500 people in production facilities across Europe, China and North America with a R&D team of >100 engineers across R&D facilities in Dendermonde and China. With a production of >110 million loudspeakers per year PSS is serving a well-diversified base of loyal customers across premium automotive OEMs and leading global audio brands:  

• Clear market leader with premium Western automotive brands, especially in the premium segment (e.g. Porsche, Audi, BMW, Jaguar, Mercedes, etc.) and growing rapidly with Chinese EV winners. 
• Technology leader in electric and hybrid vehicle pedestrian warning systems serving all major OEMs and the main sound solutions supplier for Tesla  
• Trusted widely by leading global audio brands as a loudspeaker provider for their branded systems (e.g. Sonos, Bose, etc.)  
• Sustainability leader through a.o. being the first adopter of ocean plastics in automotive application  

The transaction creates significant value for all stakeholders. 

The sale of PSS, with an enterprise value in excess of $0.5bn, created significant value for the sellers after c. 10 years of ownership and enhance AAC’s shareholder value by accelerating its strategic diversification into audio solutions for the automotive segment. Under its new ownership management and employees will have a solid partner fully supporting PSS’s mission and vision and protecting and strengthening PSS’s market positioning. Through leveraging on AAC’s strengths PSS will be even better positioned as a real sustainable innovation partner to its broad range of customers.  

Under its new ownership, PSS will be even better positioned for future growth in the rapidly evolving automotive audio solutions market.

 Under its new ownership PSS will be even better positioned for future growth by broadening its customers’ solutions offering with AAC innovations, i.e. by adding embedded electronics and software solutions, and further strengthen its market position through AAC’s longstanding relationships with rapidly growing Chinese automotive OEMs. 

 Fast pace process 

The Sellers organised a fast pace process over the summer of 2023 with less than 2 months between information memorandum and signing of the transaction. 

 What was the deal rationale?  

Next to the elements already mentioned above, the main drivers and rationale for the deal can be summarized as follows: 

• Shared long-term vision and ambition 

• Continuity of existing operations 
• Diversification of product portfolio 
• Retention and attraction of personnel 
• Operational experience and knowledge of the market 
• Commercial and operational synergies 

Premium Sound Solutions already has longstanding relationships with several premium Western automotive brands. PSS is currently in a strategic expansion in both customer and product portfolio. 

Today, the customer portfolio comprises primarily Western automotive brands, albeit with global presence. With the ongoing surge of Chinese EV brands who are not only conquering the Asian automotive industry, but also looking to expand to Europe. These Chinese brands are looking to differentiate through premium infotainment systems, including premium sound systems. This enables PSS to further expand the current customer base in Asia. 

PSS is already well established in the standard and premium speaker segment. However, since several years, the company has increased its efforts to co-develop speakers with the OEM in the development phase of a new car. Alongside this, PSS is developing new sound solutions, which are proprietary and revolutionary, which it expects to market in the coming years. 

With the exit of VEP and AE, PSS was looking for a new partner that can facilitate this strategic expansion.  

AAC Technologies is looking to increase the shareholder value, and one of the strategic pillars for growth is diversifying and expanding its sensory solutions business. In 2021, AAC executed this strategy by expanding to the automotive industry, to which PSS will be a great addition.  

In conclusion, this deal will enable both parties to execute their strategic plan to better position themselves in the market, with the existing capabilities of the other party, whilst realising operational efficiencies. 

Submitted by Freshfields Bruckhaus Deringer LLP 

Where lies the value creation?  

Considerable value creation is expected from this deal in terms of growth opportunities by PSS and, hence, shareholder value creation for AAC. Although PSS will continue operating on a standalone basis, it will be able to (i) increase its Chinese EV customer base through its relationship with AAC, (ii) expand the sound solutions towards an end-to-end sound system by leveraging the existing hard- and software solutions of AAC, and (iii) enabling operational efficiencies. 

What is the impact of this deal for the stakeholders?   

VEP and AE, through the divestment of PSS, are able to capitalise on the efforts made throughout the past ten years and seek new strategic opportunities to grow their investment portfolio. This transaction also holds non-monetary value as it is a prime example of the capabilities of VEP and AE to assist companies and their management in defining a growth strategy and executing it successfully. 

For PSS, the shift in ownership from a PE to a corporate party marks the next step in the strategic plan of the company. With AAC’s existing operational capabilities, market status and know-how in the acoustic solutions, PSS is now well-positioned to realise their ambitions and respond to the increasing demand for premium sound solutions. Through leveraging on AAC’s capabilities PSS will be even better positioned to provide customers with highly innovative and sustainable end-to-end audio systems.   

AAC Technologies is looking to increase its shareholder value, and one of the strategic pillars for growth is diversifying and expanding its sensory solutions business. In 2021, AAC executed this strategy by expanding to the automotive industry, to which PSS will be a great addition. 

What was particular about the deal process?  

Project Polar has been successfully completed in a challenging macro-economic environment, significantly impacting the M&A market and increasing uncertainty. Despite the complexity of the transaction (target being present in 12 jurisdictions, cultural differences between parties involved, major transaction under Hong Kong Stock Exchange listing rules, etc), the willingness by all parties involved to overcome the current M&A market conditions resulted in an incredible and a particularly fast deal process. The entire deal process took less than six months, which is a remarkable feat for a deal this size. This success can be attributed to multiple factors: 

• The very close collaboration between all parties involved enabled a quick succession of milestones: the due diligence streams started half March 2023 and were finalised by the end of June. By the end of July, the current trading update and expert sessions were finalised with official communication on August 10th. The time between the information memorandum and signing of the transaction was less than 2 months. 
• PSS has a significant amount of data available which is organised in a structured way, allowing the due diligence processes to proceed at a high pace; 
• The sellers are private equity boutiques, meaning that with their experience, aligning interests, needs and capabilities between all parties was quickly achieved to get the deal process started. 

Do the management or entrepreneurs deserve a special mention?   

As indicated above PSS, led by the current CEO, Stijn Goeminne and the previous CEO, Achiel Verheyen, has an impressive track record since they were backed by VEP and AE. This was achieved through a perfectly balanced risk level whilst safeguarding profitable growth. Project Polar is a nice testimonial of this, as the challenges as described in the previous point have all been overcome through open and transparent collaboration across the board.  

The above was also clearly shown by the core people within PSS involved in the process, as they challenged evaluations and decisions made throughout the process. This was perfectly balanced with inputs and involvement from the broader management team.  

A special mention towards PSS’ CFO, Bart Van Spitael, is deserved for his involvement in this deal process. Bart has made himself maximally available, reviewing and overseeing due diligence streams which made it very challenging for him to combine in the role as CFO and amidst the ongoing year-end financial audit. 

JERA Green acquires Parkwind

Facts

Involved firms and advisors buy side:  

JERA has been assisted by Morgan Stanley and Mitsubishi UFJ Morgan Stanley as sole financial advisor,  Allen & Overy as legal counsel, KPMG for buy side due diligence. 

Involved firms and advisors target:  

N.A. 

Involved firms and advisors sell side:  

UBS London: Financial Advisory, Auction Process
PwC Network (Belgium, Germany, The Netherlands, Ireland): Vendor Due Diligence for Finance incl. Carve Out, Tax and ESG plus Deal Advisory (e.g. SPA advice)
Linklaters (Legal)
Loyens & Loeff (certain legal aspects)
Baringa (Commercial)
Mott MacDonald (Technical)
Tandem (financial modelling) 

Brief description / Deal outline:  

Virya Energy, a subsidiary of Colruyt Group and Korys, sold 100% of the shares in Parkwind, Virya’s offshore wind energy platform, to JERA Green for around €1.62 billion. The transaction is the outcome of a competitive auction process and values Parkwind at an equity value of around €1.62bn. Closing occurred in July 2023. 

Parkwind, founded in 2012, is active in the development and operation of offshore wind parks and has since become the largest offshore wind platform in Belgium. It operates four offshore wind projects in Belgium (Belwind, Northwind, Nobelwind, Northwester 2), totalling 771MW, and the recent completion of Arcadis Ost 1 in Germany’s Baltic Sea has added another 257MW. In addition, Parkwind has a strong future development pipeline, aggregating multiple GW. 

JERA Green Ltd. is a subsidiary of JERA Co, Inc., Japan’s largest energy company with a global energy generation portfolio of over 65 GW across 18 countries. 

Why should this deal win the Award for Best Large Cap Corporate Deal?  

Submitted by Linklaters LLP 

JERA’s acquisition of Parkwind is an excellent example of how an M&A transaction can create value for all stakeholders and parties involved. Parkwind, as well established European offshore wind developer, will provide JERA with a significant platform upon which it can grow its renewables business globally. In turn, JERA will provide Parkwind with financial support allowing Parkwind to accelerate its offshore wind business into markets where JERA has a presence or is already well-positioned. With JERA’s expertise and support, Parkwind will be able to pursue its successfully initiated international journey towards a decarbonated future, thereby reinforcing its long-term global potential out of its strong Belgian base.  

The transaction further allows Virya Energy to turn its focus to investing in other renewable energy activities, including onshore wind energy, solar energy and green hydrogen.  

As such, shortly following closing of the transaction, Virya Energy has already acquired a majority stake in Constant Energy, a well-established Singapore-based renewable electricity generation and storage development platform focused on the rapidly accelerating market of photovoltaic assets, encompassing rooftop solar, selling renewable power to reputable international corporate clients through long-term corporate PPAs. This includes an expanding portfolio of 121 MW of installed and contracted solar energy capacity in Southeast Asia, with growth potential in other Asian markets.   

The transaction clearly represents an important milestone for the development of Parkwind as well as for global decarbonisation initiatives. JERA is committed to funding the long-term growth of Parkwind and supporting its domestic and international expansion plan while empowering Parkwind to deliver on their vision and strategy. This provides an exciting opportunity for both companies that would not have been possible without this transaction taking place. 

In addition, JERA and Virya are further exploring the possibility for Virya to re-invest part of its transaction proceeds as minority investor in Parkwind’s Belgian wind farms and discuss collaboration on future opportunities within Belgium (such as the Princess Elisabeth Zone). 

For these reasons, we believe that this M&A deal should be awarded “Best Large Cap Corporate Deal 2023” due to its strategic fit between all parties involved, value creation opportunities created by leveraging each other’s strengths, commitment from both sides towards supporting long term growth plans, potential impact on global decarbonisation initiatives through increased investments in renewable energies such as offshore wind power generation capacity, but also by facilitating further investments in onshore wind energy, solar energy and green hydrogen, and the overall positive outlook towards creating a better future through sustainable investments which benefit all stakeholders involved directly or indirectly. 

The deal received a lot of press coverage worldwide. A few examples are listed below:  

• Japan’s JERA to buy Belgium’s top offshore wind company for $1.7 billion – The Japan Times 
• Parkwind | JERA and Virya Energy reach an agreement for the… 
• Japan’s JERA to buy Belgium’s top offshore wind company for $1.7 bln | Reuters 
• Colruyt verkoopt windmolenbouwer op zee Parkwind voor 1,55 miljard euro aan Japanners | VRT NWS: nieuws 
• BREAKING: JERA Buys Parkwind, Belgium’s Leading Offshore Wind Developer | Offshore Wind 
• JERA to buy Virya Energy’s Parkwind offshore wind platform for €1.5bn (nsenergybusiness.com) 

Submitted by PWC 

Prometheus was the successful sale of Belgium’s largest offshore wind platform from Virya Energy (ultimate shareholder Colruyt Group) to JERA Group, Japan’s largest power generation company. Prometheus may in our view be considered as one of the landmark deals in 2023, and this not only due to the size of a €1.5bn equity value but also in view of where our world stands today. The sale of Belgium’s largest offshore wind platform Parkwind NV characterizes a major worldwide megatrend in the energy transition that economies across the globe are facing. In an even more complex macroeconomic situation today, where energy supply plays a significant role, economies are seeking independence of energy supply, trying to scale up their green energy production as well as trying to comply with net zero and climate neutrality goals (e.g. EU Green Deal). Virya Energy, backed by its shareholder Colruyt Group, has demonstrated in an impressive way what upscaling means: Its contribution of close to 0.8 GW actual capacity plus 3.4 GW in its pipeline portfolio shows that a Belgian leading platform has significantly contributed to find answers to various challenges as just outlined. Handing over the Belgian offshore wind success story now into the hands of Japan’s largest power generation player, shows the interest of worldwide leading energy players into Belgian infrastructure assets. It will also set the path for Parkwind’s further growth: JERA is expected to have the in depth sector knowledge and capacity to further develop and execute offshore wind pipeline projects (in Belgium and across the world), that bears significant potential of further upscaling and bringing Parkwind to the next level of growth and size. The impressive cross collaboration between shareholders, management, and a plethora of advisors (incl. our PwC Vendor Due Diligence services across disciplines and territories ie. Finance incl. carve out matters, M&A tax teams, ESG matters and financial deal closing advice) underlines the successful exercise and that multidisciplinary teams, with diverse backgrounds, ideas and incentives, though aligning on a common goal, can make such a landmark transaction happen and which was key in making Prometheus successful.  

What was the deal rationale?  

The key rational for the shareholders was to exit a so far very successful growth story. The decision was made to hand over the promising growth trajectory into the hands of (even) more experienced and sizeable players in the energy sector enabling unprecedented growth potential for Parkwind. 

Parkwind will provide JERA with a significant platform upon which JERA will further grow its renewables business globally, particularly in offshore wind. With Parkwind, JERA was able to acquire an expert platform with strong presence in key Western-European jurisdictions. This is an ideal stepping stone for achieving JERA’s international ambitions. 

Parkwind is highly complementary to JERA’s offshore wind strategy and ambitions, and JERA looks to empower Parkwind to deliver on their vision and strategy. JERA has the ambition to significantly advance the expansion of renewable and low carbon energy on a global scale. Parties believe that there is a strong strategic, cultural and industrial fit and complementarity between JERA and Parkwind. 

  Where lies the value creation? 

The new shareholder will be able to add a significant amount of capacity to an ongoing worldwide race of exploring offshore wind opportunities. Size will therefore always matter and consequently increase the likelihood to be chosen as trusted partner by institutions and/or governments when tendering new opportunities. JERA, as major Japanese player, has now a foot on the ground, or better to say, ‘in the water’, in Central Europe, where besides the rest of the world, the North Sea is a strategically important offshore wind region where JERA will presumably be able to seek further growth and continue to diversify its worldwide offshore wind portfolio. This represents an exciting opportunity for Parkwind and its employees to become an ever more important player in the rapidly expanding offshore wind industry on a global scale. Also in a more and more complex environment for wind farms (e.g. offshore construction complexity increases, technical requirements for larger turbines increases, financing conditions are tightening, ESG requirements increase, etc.), additional size and knowledge from other offshore regions can only benefit the purpose and also increase leverage in negotiations in future projects.  

 What is the impact of this deal for the stakeholders?    

The transaction is an important milestone for both Parkwind and all its stakeholders. Under Virya’s ownership, Parkwind became the largest offshore wind platform in Belgium. However, JERA’s global experience and capabilities will now definitely take the company to a next level in terms of growth and expansion potential, with a renewed commitment to be a leading enabler of the energy transition in an environmentally and socially responsible manner. As such, the transaction will boost the value creation for JERA, as new shareholder, but also for Parkwind’s windfarms, its partners and it employees and ultimately for the whole planet. 

 Parkwind is poised to unprecedented growth but needs the support and backing, financially as well as in expertise, to seize these opportunities. Management can therefore only benefit from the link between Japanese and Europe knowledge for the exploring projects, executing large offshore projects and eventually further upscaling the existing capacity. The environmental but also societal impact is on spot in view of today’s times – independence of energy supply, creating a greener energy future are only two but nonetheless essential elements that this deal is save to secure.  

What was particular about the deal process?  

The challenges the deal was facing and eventually has overcome, were mainly in making sure that such a sizable auction process is constantly kept in motion and that said over a period of about 12 months. Facing an environment where macroeconomics as well as regulation keeps on moving as well, it’s about navigating a big ship in rough seas adapting to any potential side wave. It was key to keep all stakeholders aligned and speaking with a single voice towards interested parties. Due to the fact that this was successfully demonstrated, the world’s largest energy player’s interest was drawn on this asset and the interest could be maintained over the entire lead time of the transaction.  

The transaction was marked by a complexity which is inherent to the offshore wind sector. As is customary, each offshore wind project in Parkwind’s portfolio is structured as a separate joint venture, in which Parkwind participates together with other joint venture partners, whose consent was often required in the context of the transaction. Further, each project has its own financing and regulatory structure, which further varied per jurisdiction. As a consequence of these elements, the transaction impacted many different stakeholders in different jurisdictions, including development partners, regulators and financing parties. In addition, during the course of the sale process, various jurisdictions implemented (or were contemplating to implement) new regulatory regimes pertaining to foreign direct investment. This regulatory risk needed to be managed throughout the process, together with other regulatory considerations, including required antitrust approvals. 

During that period critical financial, tax, ESG legal and technical matters could be explained and shared with interested parties in a professional, fair and transparent way. All parties involved, the shareholders, operational management of the asset together with all advisors on this deal (e.g. VDD Finance incl. carve out, Tax and ESG services, financial advisory on the closing mechanism all together by pwc, plus external legal, technical and commercial advice), made sure to align on this common goal from day 1 and working in an integrated way towards signing of the deal. The ultimate outcome of the successful deal with JERA as buyer can only but underline the successful process, tireless commitment of all parties involved until the deal was signed. 

Do the management or entrepreneurs deserve a special mention?   

Backed by Colruyt Group, the impressive track record of Parkwind in becoming Belgium’s largest offshore wind platform, demonstrates the excellent management and operational capabilities that eventually led to this result. While constructing wind farms is of course a highly complex exercise and set to be a playground for engineering excellence – it also comes down to an overall multidisciplinary environment, where people & culture matter. Prometheus has shown that Colruyt’s and Parkwind’s hands on attitude, management experience and setting the tone for aligning on common goals (independent on firm, location and own agendas) as well as collaborative culture made this a success for everyone involved. 

This transaction marks a milestone in Virya’s contribution to the energy transition and is a testament of its future ambitions in this space. Virya, Parkwind and their respective management teams have demonstrated their ability to combine unique expertise with capital and an extensive network to build a landmark platform.

Orange Belgium acquires VOO

Facts

Involved firms and advisors buy side:  

Linklaters LLP, legal adviser
Latham & Watkins LLP, legal adviser
Mazars, transaction services adviser
BNP Paribas, financial adviser 

Involved firms and advisors target:  

N.A. 

Involved firms and advisors sell side:
Cleary Gottlieb Steen & Hamilton LLP, lead legal adviser to Nethys and Enodia in the consolidation of the cable within VOO SA and the sale of 75% less one share of VOO SA to Orange Belgium.
Arteo Law, legal tax adviser to Nethys and Enodia in the consolidation of the cable within VOO SA.
Simont Braun, legal adviser to Brutélé.
Rothschild & Co (Belgium), financial adviser to Nethys.
Deloitte (Transaction Services, financial and tax vendor due diligence)

Brief description / Deal outline:  

The deal involves the municipality-owned company Nethys and its parent company Enodia in the sale of a 75% stake minus one share in telecom operator VOO SA to Orange Belgium. The transaction signed on December 24, 2021 and closed on June 2, 2023. It is based on an enterprise value of €1.8 billion for 100% of the capital of VOO SA. The signing of the transaction concluded a competitive sell-side M&A process run in 2021, which Cleary helped design and execute, with 27 candidates admitted in the non-binding phase and highly competitive binding phases opposing strategic investors, including the Orange group. Closing of the transaction remained subject to several conditions precedents, including approval of the transaction by the European Commission. Such approval was obtained on March 20, 2023, following an in-depth investigation (phase 2) of about 9 months, as part of which Cleary also represented Nethys.     

VOO SA is a telecom operator that owns the cable network in the Walloon region and part of the Brussels region and an MVNO active in these two regions. 

Orange Belgium, a 77% subsidiary of Orange SA, is a mobile network operator and FVNO active in Belgium and listed on Euronext Brussels. 

Immediately prior to closing, on June 1, the TMT business of fellow municipality-owned company Brutélé was contributed to VOO SA as part of a complex pre-closing reorganization plan. The contribution of Brutélé’s TMT business occurred after Enodia completed the acquisition of Brutélé’s shares, on “back-to-back” terms with the 30 municipalities that currently own Brutélé, earlier that day. Brutélé was merged with and into Enodia immediately thereafter. 

At closing, Nethys and Orange Belgium entered into a shareholders’ agreement to organize their relationship as shareholders of VOO, including governance rights providing assurances to Nethys as to the implementation of an investment plan, which includes cable modernisation and fibre optic (FTTH) rollout, and granting liquidity rights to Nethys regarding its residual 25% stake in VOO SA. 

Why should this deal win the Award for Best Large Cap Corporate Deal?  

Submitted by Cleary Gottlieb Steen & Hamilton 

A transformative transaction 

The transaction is a landmark deal in the Belgian TMT sector, with an enterprise value of €1.8 billion for 100% of the capital of VOO SA, making this deal one of the largest transactions that closed this year.  

The transaction transforms the Belgian TMT landscape as it creates a national convergent telecom operator with an ambitious investment plan. VOO – to which Brutélé’s TMT business was contributed at closing of the transaction – has a strong position on the broadband, television and premium content markets in Wallonia and parts of Brussels, while Orange Belgium is well-known for its mobile services in Belgium. By combining VOO’s fixed TMT infrastructure with Orange Belgium’s mobile TMT infrastructure, the transaction creates a new, all-round player on the Belgian market. 

Further, Orange Belgium has committed to implement an investment plan of several hundred millions euros in fixed broadband, so as to enable VOO to maintain its network leadership and preserve its growth and development over the long term. This plan will support the digital ambition of the Get-Up Wallonia plan and particular attention will be paid to schools and industrial areas. 

Finally, as part of the “remedies package” presented to the European Commission, Orange Belgium committed to provide to Telenet for at least 10 years access to the VOO and Brutélé fiber networks, in Wallonia and Brussels, and to Orange’s future fiber-to-the-premises network. In parallel to these commitments, Telenet has offered Orange access to its hybrid coaxial network and to its future FTTH network for 15 years, strengthening the combined entity’s nationwide convergent strategy and fostering investment and competition in the Belgian telecoms market.  

In short, this means that the transaction creates a new national player able to offer innovative products, services and applications to all citizens and business across Belgium and to contribute to the implementation of the EU’s broadband strategy. 

Unlocking opportunities for public sector shareholders 

The transaction unlocks significant opportunities for Nethys, its parent company Enodia and ultimately, its shareholders, i.e., the Liège province and 74 municipalities. Specifically, it will allow Enodia to distribute part of the sales proceeds to its shareholders and Nethys to use the rest to implement an ambitious investment plan, contributing to the development of the broader Walloon region. This will provide opportunities to the public sector shareholders, including those municipalities that were heavily affected by, and are still recovering from, the floods of 2021.  

Following an unprecedented and complex process 

The transaction is the culmination of a historical process of integration of fixed TMT infrastructure in the Walloon region.  

While attempts had been made both to combine Brutélé and Enodia (where VOO’s TMT activity was historically located) and to sell VOO to a private actor in previous years, those had been unsuccessful. As of 2020, Nethys’ new management launched a new process to sell a majority stake in VOO. In order to unlock the combined value of both VOO SA and Brutélé, it was decided that Enodia would acquire Brutélé, contribute its TMT activity to VOO SA, whereby Brutélé’s shareholders would receive a part of the sales proceeds attributable to Brutélé’s TMT activities.  

The fact that that Enodia/Nethys is owned by public sector shareholders, and the prior acquisition and integration of Brutélé’s TMT business into VOO, rendered the deal process and structure both unique and particularly complex. Among others, it required designing and executing a sales process which was inspired by public procurement rules, and securing the competent minister’s assent on key decisions throughout the process in accordance with applicable laws. The integration of Brutélé required a full back-to-back deal between Brutélé and Enodia, on the one hand, and Nethys and Orange Belgium, on the other end.  

In addition, the transaction was subject to particular scrutiny by the European Commission, through a phase II investigation. As part thereof, Orange Belgium offered a remedies package allowing to close the transaction approximately 18 months after signing. 

What was the deal rationale?  

The deal rationale was twofold. First, it allowed Nethys to unlock the value created by VOO SA over decades, so as to distribute part of the sales proceeds to its ultimate shareholders and implement an ambitious new investment plan. Second, the deal created a unique opportunity for Nethys to keep a significant steek in a national powerful convergent telecom operator, benefiting from ambitious investments by its new majority shareholder Orange Belgium. 

Where lies the value creation?  

The deal allows for significant synergies, as Orange Belgium has a mobile network and VOO has a fixed network, both with a wide array of expertise. Moreover, both brands have strong distribution networks; content and customer bases. This allows for the creation of a key telecom operator, which can draw on various brands and fully owned encompassing TMT infrastructure. The agreements concluded with Telenet will allow geographical expansion into parts of Brussels and the Flanders region. 

In addition, the investment plan, consisting of cable modernisation and fibre optic (FTTH) rollouts, and the pooling of the two companies’ skills will ensure and strengthen the quality of VOO’s network in the long term, serving customers.  

Moreover, Orange Belgium is committed to developing WBCC, VOO’s call centre, and intends to strengthen BeTV, another VOO subsidiary. 

What is the impact of this deal for the stakeholders?    

The deal will ensure that VOO’s TMT network is developed and enhanced through investments, resulting in a modern and efficient cable network for all inhabitants of the Walloon region and certain Brussels municipalities. Moreover, it should create more choice and better services for prospective users across the country. 

Through veto rights that Nethys will retain, the deal also ensures amongst others that employment at VOO and its subsidiaries is preserved, including for statutory personnel that could not be transferred to VOO, that the operations of VOO’s call centre WBCC are maintained and that preference is given to VOO’s local subtractors. This will ensure that VOO continues to be an important employment provider in the Brussels and Walloon regions and contributes to its economic development, both directly and indirectly. 

What was particular about the deal process?  

As indicated above, the deal process and structure were unique and particularly complex due to (i) the fact that the Enodia/Nethys group is ultimately owned by public sector shareholders as well and (ii) the acquisition of Brutélé and the integration of its TMT activities into VOO prior to the sale of a majority stake in the combined entity to Orange Belgium.  

First, Enodia and Brutélé are intermunicipal cooperative companies (“sociétés cooperatives intercommunales”), whereas Nethys, as a subsidiary of Enodia, is a private company with significant local participation (“société à participation publique locale significative”). Those entities are subject to specific regulation, in particular the Walloon decree on local governance (“Code de la démocratie locale et de la décentralisation” or “CDLD”). 

This had multiple consequences on the process and the transaction. First, it led to designing and executing an competitive sales process, inspired by public procurement rules. Second, all decisions by Nethys and Enodia’s board are subject to either prior approval or review by the competent Walloon minister, who can decide to annul such decisions. This required regularly informing the competent public authorities of developments throughout the process and securing their support. Third, in addition to company law, the rules of the aforementioned Walloon decree on local governance had to be applied to the corporate restructuring procedures for the integration of Brutélé’s TMT business in VOO. The application of the CDLD raised various unprecedented legal questions, as the legislation had not been designed for complex corporate transactions such as the present deal.  

Second, a key element of the transaction was the sale of the combined VOO-Brutélé TMT infrastructure and business to Orange Belgium, the combined value of which is higher than their standalone value. This was achieved by implementing a complex pre-closing reorganization plan, consisting of (i) the purchase of Brutélé’s shares by Enodia, (ii) the transfer of Brutélé’s statutory personnel to Enodia through public law mechanisms, (iii) the contribution of Brutélé’s TMT business to VOO SA in exchange for VOO SA shares, (iv) the merger of Brutélé into Enodia and (v) the sale by Enodia of the VOO SA shares to Nethys. The proceeds of the sale to Orange Belgium related to Brutélé’s TMT business were then up-streamed to Enodia and subsequently paid to the Brutélé shareholders.  

This particularly complex auction process first, and pre-closing reorganization plan then, required more than two years of work. The pre-closing reorganization plan was then executed on the day prior to closing of the sale of a majority stake in VOO, allowing to close the sale to Orange Belgium on June 1, 2023. 

Do the management or entrepreneurs deserve a special mention?   

Nethys’ management and directors who were appointed in the Fall of 2020, consisting of Renaud Witmeur (CEO ad interim) and Laurent Levaux, Bernard Thiry and Jean-Pierre Hansen (Directors), were instrumental in negotiating the transaction. Gregory Demal (CEO since mid-2022) and Delphine Chaput (CLO) were key in getting the deal through. 

Special mention should also be given to the teams and advisors of all entities involved, including the Enodia, VOO and Brutélé teams involved in the sale of Brutélé to Enodia and the integration of Brutélé’s TMT activities into VOO, and the Nethys, VOO and Orange teams with regards to the sale of VOO (including Brutélé’s TMT activities) to Orange. 

BelOrta acquires Belgische Fruitveiling

Facts

Involved firms and advisors buy side:  

PWC, PWC Legal, Allen & Overy 

Involved firms and advisors sell side:  

GSJ advocaten 

Brief description / Deal outline:  

Integration between BelOrta CV and Belgische Fruitveiling CV (BFV) through a combination of (i) the acquisition by BelOrta of shares from +- 1100 individual BFV shareholders and (ii) such BFV shareholders, to the extent that they are active fruit farmers, becoming a cooperative shareholder of BelOrta.

Why should this deal win the Award for Best Mid Cap Corporate Deal?  

Submitted by PwC 

Strategic importance of the deal – Since BelOrta was more focused on vegetable auctioning and less on fruit auctioning and BFV was solely focused on fruit auctioning, this deal is significant and strategically important for BelOrta.  

The complexity of the deal: Furthermore, transactions of this size in this sector are rare and very complex due to the fact that:  

• BelOrta and BFV are both cooperative auction houses which are very different from a typical corporate structure and its way of working, also the business of fruit and vegetable auction houses is subject to specific regulations. All cooperative shareholders are farmers, who are selling their full production of fruit and vegetables to their cooperative auction house.  The board is exclusively composed of cooperative shareholders.   Shareholders and board members are doing business with the cooperative auction house almost on a daily basis and are thus closely involved.    
• the transaction required the buy-in from a large group of BFV shareholders (who are in essence farmers that deliver their products to BFV on a daily basis) to sell their shares to BelOrta in order for the latter to reach a sufficiently high percentage to gain control over BFV and in the end be able to execute the deal. Given the importance of the cooperative auction house for the own business of the shareholders, and taking into account that both the shareholders of BFV and even the management of BFV are not familiar with this type of transaction, the process required a very specific approach in the negotiations and transaction documentation but also a high degree of diplomacy and persuasiveness.  

• apart from the shareholders, many other stakeholders are involved, such as the workforce, creditors including the banks (ING, KBC and BNP Paribas Fortis) of BFV (given the precarious financial situation of BFV), the Belgian Competition Authority, the Common Market Authority (GMO),…  

• the precarious financial situation of BFV played an important role and made it very challenging to make sure the pieces of the financial puzzle fitted and to convince the banks to keep in place the existing financing  
• because the transaction was between 2 competitors and has an impact on market dynamics, it was under strict review of the Belgian Competition Authority which had an important impact on timing and the actual integration exercise (e.g. there were clear limitations on what was possible in terms of preparation of the integration) 

Innovation in Belgium – BelOrta is globally recognized for its innovative mindset within the fruits & vegetables sector investing in cutting edge machines which revolutionize the way products are handled through the supply chain (i.e. new sorting installation, electric forklifts to reduce emissions in warehouses, state-of-the art cooling infrastructure, …) while maintaining high quality standards. With this deal, BelOrta reinforces its footprint as the leading innovative cooperative fruits and vegetable auction house in Belgium and Europe and is unlocking the full potential of the most recent investments it made into a new sorting line (in Borgloon) and setting itself up for more innovations in the near future (see deal rationale).  

Sustainable – the core DNA of BelOrta is to ensure sustainable sales of fruits and vegetables at an honest price which does justice to all the stakeholders in the value chain. It is a way of working that BelOrta has continued to demonstrate in doing business and running the day-to-day operations throughout the transaction and all interactions internally and externally. With this deal, BelOrta is not only guaranteeing an honest price for goods delivered but it is also providing a future proof perspective to all shareholders of BFV that they can continue with their business (as cooperative shareholder of BelOrta) in which they have invested significantly (often over various generations to build up acres of land, techniques, machinery, etc. to harvest fruit). As BFV was in serious financial distress there was no commercial future left.  

The deal received a lot of interest from the press in Belgium and abroad both in the mainstream as well as specialized media. 

What was the deal rationale? 

Improve position in the market segment of fruit – As mentioned this deal is significant and strategically important for BelOrta since it was more focused on vegetable auctioning and less on fruit auctioning and BFV was solely focused on fruit auctioning resulting in the position of BelOrta as fruit auction to improve drastically both in Belgium and abroad. BelOrta has a clear strategy to enlarge its share on the global fruit and vegetable markets to ultimately get a stronger negotiation position with its customers/buyers. So this deal fits perfectly into this ambition. 

Continuation of the activities of BFV – BFV was in serious financial distress. Due the transaction, insolvency could be avoided and the activities are continued by BelOrta ensuring continuity and financial security for the shareholders/farmers. 

Realize synergies and economies of scale in terms of sales, logistics and operations – The combination of the product portfolios allows BelOrta to create synergies in the sales of fresh fruits by applying a more efficient sales process and by bundling related services. BelOrta is also able to optimize logistical processes (i.e.; inbound, storage, outbound, …), reduce the overall costs for the shareholders/farmers and tackle increased costs (i.e. inflation, energy, …). The combined organization will ensure that BelOrta can focus – even – more on innovation, diversification in its product offering, and research & development (R&D). 

Where lies the value creation? 

Synergy potential – combining the product portfolio of BFV with the product portfolio of BelOrta offers synergy potential due to the complementarity of the portfolios. BFV focuses on “hard fruit” (mainly apples and pears), while BelOrta focuses on “soft fruit” (mainly strawberries, cherries, plums, …). Hence, by combining both portfolios with one single auction, it can offer a wider range of products to customers (which are import- and export companies, retailers, wholesalers and the processing industry in Belgium and globally), making cross-selling easier as a wider range of products and volumes of products can be offered. The combined portfolio also enhances the negotiation position of BelOrta towards customers/buyers. Also operationally, there are synergies as the use of specific machines/installations can be optimized, larger volumes of packaging materials can be ordered, …  

See also above. 

What is the impact of this deal for the stakeholders?   

Employees – Employment in both organizations is maintained. In fact, all employees of BFV transferred to BelOrta to form one integrated team, working in different production sites, as the sites of BFV will be maintained. In terms of company culture, there is a positive impact for the BFV employees as they will move to a very well-organized structure where people are at the heart of the business.  

Farmers/shareholders – The BFV shareholders/farmers benefit from the deal in the sense that this means continuity for their business and thus financial stability. They will also move to a more structured, very well organized and more automated organization (e.g.  online tools, more locations, better supporting services such as marketing, logistics, …) compared to BFV. As BelOrta (compared to BFV) has more bargaining power with large clients such as wholesalers, the farmers/shareholders will receive better prices for their goods which is in essence the reason why cooperative auction houses as BelOrta and BFV exist. 

What was particular about the deal process? 

See the section “Complexity of the deal” above under “Why should this deal win”.  

In a nutshell, the whole transaction was to be approached totally differently compared to a more classical transaction due to:  

• Specific sector in which the cooperative shareholders are also the suppliers of the company  
• Specific way of working and organization of a cooperative company compared to a normal corporate 

• Difficult Financial situation of BFV 
• More than 4000 shareholders (active and non-active) to be managed compared to a limited number of sellers in a classical transaction. This required numerous communications, plenary – and individual information sessions, + 1000 share purchase agreements to be drafted and sent,… The latter is not required in a normal transaction. To manage the magnitude of interactions and follow-ups, a big part of the work was automated and a process was put in place to closely monitor the progress to be able to give an extra push were needed 
• Appr. 20 working groups (operational teams) were put in place to follow up on all operational matters, and to prepare for the operational integration, on a weekly basis 
• Operational integration is done at closing so not, as in usual share deals, in the months/years after closing 
• … 

One-stop-shop integrated service offering – BelOrta was accompanied by only one partner, PwC Legal / PwC, throughout the entire deal life cycle. In every step of the deal, the right sparring partner was brought to the table to provide professional guidance to BelOrta and BFV. A non-exhaustive list of services provided:  

• due diligence on BelOrta and on BFV 
• designing the integration structure 
• assistance with the preparation of the actual integration  
• drafting of the corporate legal documentation and of ancillary documents  

• negotiations with the counsel of BFV  
• full project management  
• presence in all strategic working groups  
• revision financial business case and working capital 
• sounding board to client  

• credit and collection services 
• works council and various HR legal aspects 
• communication with stakeholders  
• … 

In total, the entire transaction, from start (due diligence) to end (closing) took approximately 1.5 years to complete. 

Do the management or entrepreneurs deserve a special mention? 

Philippe Appeltans– CEO of BelOrta – has demonstrated strong leadership, vast experience and in depth and extensive specific sector knowledge and was vital for getting the deal done during the past 1.5 year. Philippe succeeded in keeping the trust of his own organisation throughout the whole, lengthy and sometimes difficult process, while he also succeeded in winning the trust of the vast majority of the stakeholders at the BFV side. He set a clear vision from the beginning and maintained that vision over the whole process.     

Cegeka acquires Computer Task Group Incorporated

Facts

Involved firms and advisors buy side:  

Finance, Tax & HR DD: KPMG
Legal DD & Transaction services: DLA Piper
Investment banker: Stifel
Financing: KBC, ING, Belfius 

Involved firms and advisors sell side:  

Transaction services: Baker McKenzie
Investment banker: Raymond James  

Brief description / Deal outline:  

Cegeka Groep NV, a Belgium-based leading European IT solutions company, and Computer Task Group, Incorporated (Nasdaq: CTG), a leader in North America and Western Europe helping companies employ digital IT solutions and services to drive their productivity and profitability, announced on August 9th, 2023 that they have entered into a definitive agreement under which Cegeka agreed to acquire CTG for $10.50 per share of common stock in an all-cash transaction, representing an implied equity value of approximately $170 million. 

CTG is a leading provider of digital transformation solutions with a strong client base across high-growth vertical markets, focused primarily on healthcare, finance, energy, manufacturing, and government. The Company had $325 million in 2022 revenue and $306 million in trailing 12-month revenue as of June 30, 2023. This transaction aligns with Cegeka’s long-term strategic vision for growth and ambition.  

“This merger is a logical next step in the continuous growth journey of Cegeka. In CTG, we find a partner that complements our customer and service portfolio and strengthens our capabilities and knowledge,” said Stijn Bijnens, CEO of Cegeka.  

“Together, we can deliver enhanced value to customers across North America and Europe. As we proceed with the acquisition process, we look forward to welcoming the employees of CTG across India, Colombia, Europe, and North America,” said André Knaepen, Chairman of the Board of Directors of Cegeka. 

“We are excited to enter into this transaction with Cegeka, which is a testament to the significant efforts we have undertaken to drive our transformation strategy to make CTG a pure-play digital IT solutions provider,” said Filip Gydé, CTG President and CEO. “At CTG, our mission is to drive better, faster results for our customers with high-value digital transformation solutions. In Cegeka, we are pleased to have found a partner that will enable us to accelerate this important work. We are confident that joining with Cegeka is in the best interest of our employees, will continue to drive the high-value services and solutions our customers have come to expect, and will deliver immediate value to our shareholders.” 

Financial Highlights 

The acquisition is expected to bring Cegeka to an annual turnover in 2024 of € 1.4 billion (€ 823 million in 2022), employing over 9,000 people (6000+ in 2022) with a presence in 18 countries (12 in 2022). In short, this transaction will move Cegeka from a leading European IT solutions company to a Global IT integrator. After closing, CTG will become a privately held company, and shares of CTG common stock will no longer be listed on any public market. 

Why should this deal win the Award for Best Mid Cap Corporate Deal?  

Submitted by Cegeka 

This deal is a milestone deal, not only for Cegeka but also for the Belgian technology industry in general. For Cegeka, this acquisition is a testament to the continuous growth over its 30-year history. Cegeka has realized an impressive track record of continued, profitable growth over its existence, both organically and inorganically. Cegeka matured from being a Belgian company initially, to a Benelux company subsequently and to a European company currently. The CTG deal is the next big step in this growth track, transforming Cegeka from a European IT company to a truly global player, active in 18 countries and spanning 4 continents. The combined group’s growth is expected to hit a revenue milestone of 1.4 billion EUR by 2024, coming from just 560 million EUR 5 years ago. This represents an impressive CAGR of >20%.  

The acquisition also aligns perfectly on a strategic level for both Cegeka and CTG. This combination promises to deliver significant benefits to all parties involved: customers will receive improved service, employees will find a wealth of career opportunities, and ESG initiatives will gain a broader platform to make a meaningful impact, among other advantages.  

Aside from Cegeka’s perspective, this acquisition marks a unique milestone in the Belgian technology business landscape. In an environment often confronted with foreign multinationals acquiring Belgian tech enterprises and moving the decision centers out of our country, this deal shows that a Belgian company can gain enough force to make a substantial mark in the vast and competitive US market. It’s an example to all other Belgian IT integrators that a combination of ambition and determination enables thriving on the global stage. 

Next to the uniqueness of the deal for Cegeka and for the Belgian tech industry, this deal included a lot of complexity and required careful execution due to the aspect of CTG being a Nasdaq-listed company. The duties of a Board of Directors of a listed company in the US are very stringent, requiring the Board to maximize the value of the company for its shareholders. This meant that a flawless competitive auction needed to be executed, the process of which was made public at the announcement of the deal.  

Although Cegeka did not have any experience in delisting a Nasdaq company, we managed to hit all the required deadlines in the process and ultimately succeeded in securing the deal. As a testament to the solid work performed and the competitive nature of the process, a rival bidder was only 25 cents behind on the price per share offered, coming in at 10,25 USD/share versus the 10,50 USD/share that Cegeka offered. However, the big differentiator between the 2 offers was the fact that Cegeka came in prepared, having fully committed financing in place in record time and having finalized its due diligence completely, which added to the deal’s certainty. This flawless execution is what ultimately won the deal. 

Next to the competitive auction process, the deal also needed1 clearance from the Belgian Antitrust Authorities (BMA), the Commision de Surveillance du Secteur Financier (CSSF) in Luxembourg, and the Committee on Foreign Investment in the United States (CFIUS). These regulatory approvals further increased the complexity of this deal.  

What was the deal rationale? 

At the heart of Cegeka’s journey lies a rationale rooted in consistent growth, with entrepreneurship at the very heart of our culture. It means having the vision to see possibilities where others might not, and the courage to take calculated risks to turn those possibilities into realities. This principle has not only propelled us forward but has also shaped our identity as an organization that not only adapts to change but actively seeks it out. It’s what keeps us at the forefront of the technology and services landscape, enabling us to deliver exceptional value to our customers, together. 

This acquisition represents a significant milestone for Cegeka, both in terms of its sheer size and its transformative impact. It signifies our evolution from a European player into a truly global force, with a presence in 18 countries spanning 4 continents. 

It’s essential also to recognize that this acquisition is a strategic move, in line with our ongoing commitment to growth. In recent years, we’ve strategically acquired notable companies such as Brainforce (2014), Edan Business Solutions (2015), KPN Consulting (2020), Smartschool (2021), SecurIT (2021), Solver Sweden (2022), Dexmach (2022), BuSI (2022), Westpole Italy (2023) and more. This strategic approach underscores our dedication to expanding our reach and capabilities in the ever-evolving landscape of technology and services. 

Where lies the value creation? 

The potential for synergy in this strategic transformation is profound, promising a shift away from the short-term, quarterly focus often driven by investors towards a more enduring commitment to long-term value creation. 

One critical opportunity for synergy lies in customer relationships. Both CTG and Cegeka cater to similar customer profiles and have nurtured long-standing relationships with them based on trust and close collaboration. Through their merger, the combined group will be exceptionally well-positioned to continue serving these customers with an unwavering commitment to quality, fostering close cooperation that further enhances customer satisfaction and loyalty. 

Expanding on the synergy potential, we see substantial opportunities in the enrichment of product and service offerings. Specifically, this entails integrating testing and offshoring capabilities into Cegeka’s portfolio and complementing CTG’s offerings with nearshoring capabilities. Beyond this immediate advantage, there’s a wealth of industry intelligence and best practices to be exchanged between the two companies, fostering innovation and exc

Cost efficiency is another tangible benefit. By merging, the need for listing costs becomes obsolete. Additionally, the increased critical mass resulting from the merger positions the company to efficiently bear the burden of overhead structures, driving down operational costs. 

Finally, the envisioned geographical expansion is a significant milestone. Shifting from a regional presence within Europe to becoming a truly global enterprise with a footprint in 18 countries spanning 4 continents is a remarkable endeavor. The combined group will be present in: Belgium (HQ), Luxembourg, The Netherlands, Romania, Moldova, Germany, Austria, Czech Republic, Slovakia, Greece, Italy, Sweden and – following the merger – the US, the UK, France, Colombia, Canada and India.   

What is the impact of this deal for the stakeholders?   

Management and Employees: The synergy of two distinct but very similar company cultures  – rooted in collaboration, accessibility, servant leadership, and a people-centric approach – acts as a facilitator for a smooth integration process for management, which in turn fosters a diverse and inclusive workplace for employees, where growth opportunities are abundant. 

Clients and Suppliers: Clients will experience an enhanced level of service quality and gain access to a broader range of solutions, while suppliers can rely on stable, long-term partnerships and are encouraged to adopt sustainable business practices. 

Society at Large: Beyond the organization, the impact extends to society at large by reducing the environmental footprint, potentially contributing to local economic growth, and staying committed to ESG principles, which encompass environmental responsibility, social inclusivity, and a focus on technology for a better, cleaner and more inclusive world. 

End Users: End users can look forward to innovative, technology-driven solutions that prioritize their needs, resulting in more convenient and improved services that enhance their overall quality of life, and this across a very wide range of sectors: healthcare, manufacturing, logistics, energy, finance, education, government, smart cities, etc. 

What was particular about the deal process? 

CTG was a well-considered potential target, which Cegeka proactively approached to explore a strategic partnership during 2022. Although CTG’s board of directors was planning to continue on a stand-alone basis, our persistent efforts convinced them that a potential strategic partnership would be the best option for the shareholders of CTG. After our initial indication of interest, a formal and competitive auction process was initiated by CTG’s Board of Directors to make sure that the shareholders would receive the highest possible value for the company, in line with their fiduciary duties. With this being a delisting process in the context of Nasdaq, everything was very strictly regulated and timings were crucial to be met. The time to execute once the process was initiated, was very short, with due diligence to be done on 20+ entities in 8 countries in a matter of weeks. On top, financing needed to be completely secured in the same timeframe. 

Cegeka was able to hit every deadline that was set in the process, inducing a lot of trust in the BoD of CTG that we were well-prepared and ready to execute. Financing was arranged with 3 Belgian banks (KBC, ING, Belfius) in a very expedited process, leading to a binding commitment by the ‘Best and Final Offer’ deadline, giving a lot of deal certainty for the target’s Board of Directors.  

After BAFO submission, one-on-one negotiations continued for a couple of days between the investment banker of CTG and other potential buyers, until exclusivity for a 7-day period was granted to Cegeka to finalize the merger agreement. All terms and conditions of the merger agreement were finalized within the exclusivity timeframe, after which the merger agreement was signed on August 8th and communicated on August 9th, the pre-opening of the Nasdaq stock exchange. 

Do the management or entrepreneurs deserve a special mention? 

André Knaepen, the founder and chairman of the Board of Directors of IT provider Cegeka, is a visionary leader with a profound impact on the world of IT. Born in 1950, he comes from a humble background that values common sense, respect, authenticity, and entrepreneurship. The genesis of Cegeka traces back to 1992 when André orchestrated a management buy-out of the system development division of the former data center of the Kempische Steenkoolmijnen and Volvo Cars Sint-Truiden. He invested his life savings and made a promise to his team to transform Cegeka into a success story. From its early years, Cegeka has upheld the motto of ‘in close cooperation,’ which remains the cornerstone of how the company positions itself in the market—building long-term relationships based on trust and collaboration. In 2019, André handed over the CEO reins to Stijn Bijnens, and in 2020, he was honored as the ICT Personality of the Year by Data News, a testament to his significant contributions. 

Stijn Bijnens is CEO of Cegeka Group NV. Stijn’s career has been marked by pivotal roles, including CEO of LRM NV, VP Security Solutions at Verizon Business, and Senior VP at Cybertrust Inc. He also founded and led Ubizen. With a strong academic background, Stijn has lectured at Trinity College (Ireland) and conducted groundbreaking research at KULeuven, earning a Master of Science in Computer Science. Stijn’s passion lies in emerging technologies, particularly ‘the trinity of innovation’—5G, AI, and hybrid cloud. He’s also a recognized authority in cyber security, risk management, and advocates for the triple helix model of innovation. Stijn is dedicated to mentoring young entrepreneurs, making him a trailblazer in the tech industry. In 2022, he was voted IT Person of the Year by Computable. Other accolades include Manager of the Year (1999) and Doctor Honoris Causa at the University of Hasselt. 

Filip Gydé has been active at CTG for over 30 years, starting as a consultant. Filip worked his way up the organization by starting new markets within CTG in France and Luxembourg, eventually becoming responsible for the total European business as VP of Europe within the company. Having achieved multiple successes in this region, he was promoted to the CEO position of the group in 2019. Filip has been of exceptional value to CTG, pushing up profitability levels and bringing strategic focus to the company.   

Cegeka culture: ‘In close cooperation’ – the Cegeka tagline – has been the modus operandi and motto of André Knaepen since the very start. It is the North Star in everything we do and try to achieve. The essence is this: we are and always will remain easy to get in touch with, engage with, and do business with, no matter how fast or large we grow. ‘In close cooperation’ is the promise we make to our customers: “We’re in this together.” This translates into a can-do attitude and a ‘contact over contract’ mindset where we fix first, and talk later. Our business model rests on a fundamental principle: trust. We trust that the people who are in charge – of a business line, a division, a project – have the skills to run ‘their business’ successfully with a high degree of autonomy. This freedom comes with a number of rules. It also includes a number of non-intrusive ‘corporate’ control mechanisms. Both the rules and the mechanisms are designed to enable, not to control. We believe in servant leadership, not in control and command. On the other hand: we are one big fleet, not a random flotilla of ships. We navigate by the same compass. We are connected, to each other as well as to the mothership. There may be a lot of leeway in how each individual vessel is being organized and run, we are part of a greater entity. 

Ekopak acquires Global Water & Energy (GWE) Group

Facts

Involved firms and advisors buy side:  

Financial DD: PWC
Legal: PWC Legal 
Tax: PWC; PWC Hong Kong
M&A legal counsel team at the family office Alychlo NV (shareholder of buyer) 

Involved firms and advisors sell side:  

Legal: Tuerlinckx Tax Lawyers  

Brief description / Deal outline:  

Belgian-listed company Ekopak acquires Global Water & Energy (GWE) group.  

Why should this deal win the Award for Best Mid Cap Corporate Deal?  

Submitted by PwC 

We are proud to nominate the acquisition of the GWE group by Ekopak as the Best Mid Cap Corporate Deal 2023, a landmark transaction that showcased our client’s eagerness to expand and contribute to a sustainable future, not just in Western Europe but globally.  

GWE group is a globally leading provider of integrated wastewater treatment services, water reuse and green energy, with a particular focus on the Asian markets. Ekopak is a listed entity in Belgium and an ESG-driven global player specializing in decentralized, circular water solutions, with a strong presence in Europe, Africa, and the Americas. The deal represents a strategic opportunity for Ekopak to expand its global footprint and diversify its portfolio in the fast-growing Asian market, as well as to leverage the synergies and highly complementary capabilities of both groups. With the deal, Ekopak confirms its status as a Belgian innovative company with a global growth potential. The deal was signed and closed on September 14 and announced immediately after, the pre-opening of the stock markets on which Ekopak is listed.  

As the deal involved a complex corporate structure and international contract flows, requiring a high level of coordination and collaboration among the various parties and advisors, it also highlights our firm’s ability to deliver innovative and comprehensive solutions for complex cross-border deals.  

During the process, various challenges and risks arising from the deal needed to be addressed, such as: 

• The different legal and regulatory frameworks and requirements in the various jurisdictions involved, especially in relation to competition law, foreign investment, and enforceability of commercial arrangements. 

• The alignment of the accounting policies and standards of both groups, as well as the tax implications and optimization of the deal structure and financing. 
• The integration of the operations, systems, and cultures of both groups, as well as the management of the human resources and labour relations issues, such as retention, incentives, and communication. 
• The mitigation of the potential disruptions and uncertainties caused by the economic uncertain aftermath of the COVID-19 pandemic (inflation, etc.). 

The deal was widely recognized and praised by the market and the media as a transformative and value-creating transaction for both Ekopak and GWE group, as well as a testament to the resilience and adaptability of the emerging water treatment sector amid the global crisis. 

We are honoured and grateful to have been part of this deal and to have contributed to our client’s growth and vision. We believe that this deal deserves to win the Best Mid Cap Corporate Deal 2023 award, as it demonstrates the client’s eagerness to become the global go-to service provider for all water treatment and reuse solutions, as well as our commitment and dedication to our client’s success. 

What was the deal rationale? 

Ekopak’s ambitious growth strategy is indeed embedded in a buy-and-build exercise. Acting on a global scale in this particular sector to be able to follow international clients is a key challenge, and this acquisition forms part of it. 

Where lies the value creation? 

The sector offers enormous opportunities, but it is evolving rapidly. Responding in a timely manner requires broad expertise and a certain scale. Jointly, Ekopak and GWE can play a leading role in the current wave of consolidation within the sector. As Ekopak’ CEO states it, “there is an unseen complementarity between GWE and Ekopak. In terms of expertise, GWE’s strength lies in wastewater treatment, while Ekopak is enormously skilled in the field of circular water use.” Industrial customers are looking more towards integrated full-picture solutions, which can be offered jointly.  

Furthermore, there’s a geographical complementarity: GWE is mainly active on the international market, largely outside Europe, while Ekopak has mainly put itself on the map in Western Europe. The integration of both companies offers a unique opportunity, at the most opportune moment in the evolution of the sector.” 

What is the impact of this deal for the stakeholders?   

Society at large: The deal contributes to the social and economic development of the communities and regions where the companies operate, as it will lead to a broader and integrated product range being offered by both companies / groups, leading to (i) a more sustainable use of water resources and (ii) possibly even additional job creation. 

Clients: The deal provides clients with more choice, value and innovation, as they can access a broader range of products and services, tailored to their needs and preferences. Ekopak will be able to meet higher demands and standards of quality, increase reliability and customer service, as clients expect consistent and a-to-z product delivery and support. 

What was particular about the deal process? 

Target had a complex and international corporate structure and commercial contract flows. This rendered the due diligence process complex, especially as it led to a mix of a share deal and asset deal, local far east acquisition structuring etc… 

Do the management or entrepreneurs deserve a special mention? 

Yes – after the passing of Mr Umbregt’s father, he became CEO and majority shareholder of the GWE group. His focus on running the GWE group in difficult circumstances and his commitment to remain on board for an extraordinarily long period post-closing (10 years), deserve a special mention. 

Sale of Amadys to ETC Group by Equistone Partners Europe

Facts

Involved firms and advisors buy side:  

Freshfields Bruckhaus Deringer LLP (legal) and Nielen Schuman (Corporate finance advisor)

Involved firms and advisors target:  

Argo Law (legal) 

Involved firms and advisors sell side: 

Allen & Overy LLP (legal) and Jefferies Group LLC (corporate finance advisor) 

Brief description / Deal outline: 

Netceed, a leading global provider to the telecom network and technology infrastructure industry with headquarters in France, acquired Belgian Amadys, a leading provider of end-to-end connectivity solutions in the Benelux, UK and DACH regions. Amadys management reinvested in the combined group. 

Why should this deal win the Award for Best Large Cap Private Equity Exit?  

Submitted by Freshfields Bruckhaus Deringer LLP 

Founded in 1993 by Cédric Varasteh, Netceed is a provider of passive and active telecommunications equipment and tools, with leading technical and logistics solutions for network deployment, upgrades, and maintenance. Through its 30 years of extensive industry experience, Netceed supports technologies including FTTH, FTTx, HFC, Wi-Fi, 5G/mobile, and data centres. Netceed has more than 1,200 employees across more than 40 locations that span 14 countries including the US, France, UK, Germany, Portugal and Poland and supports more than 14,000 customers worldwide including major American and European operators and telecommunications service providers. The group’s comprehensive portfolio of more than 55,000 products from nearly 1,000 industry-leading suppliers, along with its value-added supply chain solutions, supports carriers to deliver seamless high-speed internet, video, data, and voice services to residential, business, and mobile users. 

Based in Antwerp, Amadys is a leading system integrator of end-to-end connectivity solutions for the telecom, infrastructure, and energy markets. Amadys serves more than 1,000 blue-chip customers and provides solutions from more than 500 suppliers across the UK, Benelux, DACH regions. The business is led by one of its founders, Hein Wilderjans, and has been majority owned by Equistone since 2019. Amadys’ management team, who are existing shareholders in the business, will reinvest in the transaction. Amadys recently received a certification from a leading provider of business sustainability ratings, demonstrating Amadys’ strong sustainability credentials, including from a supply chain perspective. 

The combination of Netceed and Amadys is highly complementary and is expected to provide opportunities for both organisations to leverage enhanced product offerings and capabilities, as well as to realise synergies across the combined business. The unification will also further enhance the management team, bringing together two highly entrepreneurial groups. The combined company’s distribution capabilities will support customers’ active and passive equipment needs for network deployments, upgrades, and maintenance during a time of increasing demand for high-speed connectivity across their combined footprint. 

Submitted by Argo Law

Amadys is an exceptional company which has as a main priority the commitment to provide the best end-to-end solutions in the network market. The distribution capabilities of Amadys will support customers’ needs for active and passive equipment for network deployments, upgrades and maintenance at a time of increasing demand for high-speed connectivity.  

This deal may be seen as an important milestone in Netceed’s growth strategy, with Amadys offering broader access to key markets, operational capabilities and customer diversity. Amadys has grown extremely fast over the past eight years and it’s only expecting to continue its growth under the ETC umbrella. 

The Paris-based Netceed group was founded in 1993 by entrepreneur Cédric Varasteh. It is a supplier of passive and active telecommunications equipment and tools. Netceed accounted for over EUR 1 billion in turnover in 2021.  

Amadys has been on an acquisition spree itself in recent years. Just at the end of February, it laid hands on Hungarian RayNet. The Antwerp-based group has since operated in Belgium, the Netherlands, Germany, Denmark, the UK, Austria, Slovakia and Hungary.  

What was the deal rationale? 

The combination will further strengthen both companies materially, including across key areas such as product innovation, scale, and geographic reach. Both companies believe that the impact will significantly benefit both customer bases. 

Where lies the value creation? 

N.A. 

What is the impact of this deal for the stakeholders?   

Both companies invest in fiber and telecom infrastructure and accelerating investment in the energy transition. 

What was particular about the deal process? 

Confidential 

Do the management or entrepreneurs deserve a special mention?   

We bestow a special mention upon Mr. Hein Wilderjans, the driving force behind Amadys. Hein’s journey is a testament to the power of vision and perseverance. Through his leadership, vision, and tireless efforts, he has not only achieved personal success but has also positively influenced those around him. In addition, his capacity to lead, innovate, and inspire has been instrumental in driving growth and progress in various domains.  

Cédric Varasted, founder and chairman of Netceed and currently still a significant minority shareholder, has also done so with Netceed in France and abroad.

Sale of minority stakes in Fluxys to Energy Infrastructure Partners (EIP) by Caisse de dépôt et placement du Québec (CDQP) 

Facts

Involved firms and advisors buy side:  

Financial advisor: Lazard
Legal advisor: Skadden, Arps, Slate, Meagher & Flom
FDD: KPMG 

Involved firms and advisors target:  

Financial advisor: Tandem Capital Advisors 

Involved firms and advisors sell side: 

Financial advisor: Rothschild & Co
Legal advisor: Freshfields Bruckhaus Deringer 

Brief description / Deal outline: 

Energy Infrastructure Partners (EIP) took over the majority of CDPQ’s participation (19.85%). An infrastructure investor and energy sector specialist, EIP has worked alongside Fluxys as a partner in FluxSwiss since 2016. EIP is set to continue CDPQ’s partnership in Fluxys together with Belgian investors AG Insurance, Ethias and the Federal Holding and Investment Company, which is already a shareholder in Fluxys.  

Why should this deal win the Award for Best Large Cap Private Equity Exit?  

Submitted by Lazard  

The recent M&A deal involving Energy Infrastructure Partners (EIP) leading a consortium to acquire a 19.85% stake in Fluxys SA from Caisse de dépôt et placement du Québec (CDPQ) is a strong contender for the “Best Large Cap Private Equity Exit 2023” award. This deal has significant implications for the European energy sector, as it strengthens the partnership between key Belgian and international players, enhances collaboration between Fluxys and EIP, and leverages EIP’s expertise in the energy domain. 

The recent energy crisis in Europe, exacerbated by the war in Ukraine, has underscored the importance of reliable energy supply chains. Fluxys, a Belgian-based company, has played a crucial role in ensuring the continued provision of energy to Western European countries during this difficult time. As a major actor in the European energy market, Fluxys operates and maintains critical infrastructure such as gas pipelines and terminals, which are essential for the transportation and storage of natural gas. By acquiring a stake in Fluxys, the EIP-led consortium is investing in an indispensable player in Europe’s energy landscape. 

This deal also serves to reinforce the partnership between Fluxys and prominent Belgian investors, including AG Insurance, Ethias, and SFPIM. These local investors recognize the strategic importance of Fluxys’ operations and are committed to supporting the company’s growth and development. By bringing together key Belgian stakeholders, this deal ensures that Fluxys remains a strong and well-supported player in the European energy market. 

Fluxys and EIP have been collaborating on FluxSwiss for several years, and this deal serves to strengthen their partnership further. FluxSwiss is a subsidiary of Fluxys that focuses on the development and operation of gas transmission infrastructure in Switzerland. By deepening their collaboration, Fluxys and EIP can leverage each other’s strengths and expertise to drive innovation and efficiency in the European energy sector. 

EIP’s extensive experience in various energy domains makes it a valuable partner for Fluxys. With a strong track record in renewable energy, power generation, and energy infrastructure, EIP can provide strategic guidance and support to Fluxys as it navigates the rapidly evolving energy landscape. One of Fluxys’ ambitions is to become a major player in the hydrogen sector, speed up the green transition, and contribute to the society’s decarbonization journey. The expertise and knowledge of EIP will be instrumental in helping Fluxys achieve these goals. 

In light of the above arguments, it is evident that the “Energy Infrastructure Partners led consortium acquires 19.85% stake in Fluxys SA” deal merits the “Best Large Cap Private Equity Exit 2023” award. This transaction not only solidifies the partnership between Fluxys and key Belgian investors but also enhances collaboration between Fluxys and EIP, allowing them to jointly tackle the challenges facing the European energy sector. Moreover, EIP’s expertise in various energy domains adds significant value to Fluxys’ operations, making this deal a strategic investment that will undoubtedly benefit all parties involved. 

As we look towards the future of the European energy market, it is crucial to recognize the importance of strategic partnerships and collaborations. The EIP-led consortium’s acquisition of a stake in Fluxys is a prime example of how such partnerships can drive progress and innovation in the energy sector. By working together, Fluxys and EIP can contribute to a more resilient and sustainable energy system, ensuring that Europe is well-equipped to face the challenges of the 21st century. This deal sets a strong precedent for future M&A transactions in the energy sector, demonstrating the value of collaboration and strategic investment in driving positive change. 

Submitted by Rothschild & Co 

This deal is characterised by flexibility, ability to adapt, high pace and swift execution. Late 2022, CDPQ appointed Rothschild & Co to assess its exit options and to advise CDPQ in a sell side process. All Due Diligence advisors (financial, tax, legal, technical) got appointed and preparatory workstreams started immediately. After c.3 months of preparation, the unexpected invasion of Ukraine by Russia started putting a lot of uncertainty on the energy sector and in particular the natural gas sector. As a result, it was unclear whether financial investors would be willing to invest in a company with a high exposure to this political situation. After extensive discussions and analyses, CDPQ and Rothschild & Co decided to put the process on hold for the time being and to await further developments of the Russian/Ukrainian conflict. 

In May 2023, it was decided to relaunch the process under a different set up. Due to the unclear developments and impact the conflict could have on Fluxys’ business, it was decided to run a fast-paced process and to reach out to a specific potential buyer. Fluxys is a company of high strategic and critical importance to Belgium, hence the potential buyer had to be carefully selected (together with majority shareholder Publigas). After thorough analysis of potential buyers, Rothschild & Co and Publigas identified Energy Infrastructure Partners due to its strong relationships with Fluxys thanks to the co-shareholding in FluxSwiss. Energy Infrastructure Partners showed to be an eager investor, willing to deliver a transaction in a swift manner and agreed certain expectations on price and governance laid out by CDPQ. 

To further strengthen its relationship with majority shareholder Publigas, Energy Infrastructure Partners invited a group of Belgian blue-chip investors (AG Insurance, Ethias and SFPI-FPIM) to participate in the transaction.  

With Energy Infrastructure Partners, Fluxys and Publigas gain a reputable partner with extensive knowledge and experience in the energy sector. Furthermore, the Belgian blue-chip investors further cement the Belgian anchoring in the strategically important company. Together, Publigas, Energy Infrastructure Partners and the Belgian institutional investors can support Fluxys in its ambitious expansion strategy and opportunity to develop itself at the forefront of the energy transition. 

What was the deal rationale? 

CDPQ has been a shareholder of Fluxys since 2012 and has helped Fluxys grow its operations further in Europe and internationally, making it a leading gas TSO across Europe. Please see below a few milestones achieved together: 

• 2011: acquisition of a stake in TNEP (Germany) 
• 2011: Acquisition of a stake in Transitgas (Switzerland) 
• 2011: Greenfield project Dunkerque LNG (France) 
• 2011: Greenfield project NEL (Germany) 
• 2013: Greenfield project Trans Adriatic Pipeline (Albania, Greece, Azerbaijan, Italy) 
• 2017: Greenfield project EUGAL (Germany) 
• 2018: Increase of Fluxys majority stake in Interconnector UK (UK/Belgium) 

• This was a deal where CDPQ sold a stake to Fluxys 

• 2018: Increase of Fluxys majority stake Dunkerque LNG, gaining sole control (France) 

• This was the Best Large Cap Deal in 2018, Nominated at the first Belgian M&A awards 

• 2018: Acquisition of a minority stake in DESFA (Greece) 
• 2021: Acquisition of a minority stake in TBG (Brazil) 
• 2022: Acquisition of a 20% stake in GNL Quintero (Chile) 

In 2022, CDPQ decided to exit its stake in Fluxys, given the above success had been achieved and that CDPQ’s investment in Fluxys was near the end of its holding period. 

The consortium led by Energy Infrastructure Partners, fully subscribed the equity story where Fluxys is at the forefront of the energy transition in Europe, with new market potentials in terms of molecules to be transported through its pipelines in the future. Energy Infrastructure Partners, with its investment in Fluxys, is making a firm commitment to creating a sustainable, cost-competitive and secure European and global energy market. Energy Infrastructure Partners has a long-term, conservative “buy and hold” approach to investing which ensures alignment of interests and generates additional benefits for all parties. All parties aim for a constructive and collaborative partnership over the coming decades.  

The transaction will allow EIP to invest into a leading gas infrastructure operator ideally positioned for the hydrogen economy. EIP already has an excellent understanding of the European gas market and gas transmission, having acquired a stake in FluxSwiss in 2016, alongside Fluxys and Swissgas as industrial partners. The transaction strengthens and grows the partnership already existing between Fluxys and EIP. 

With EIP as a partner, Fluxys will vigorously pursue its strategy to help shape the energy transition. EIP has a long-term, conservative “buy and hold” approach to investing which ensures alignment of interests and generates additional benefits for all parties. Both parties aim for a constructive and collaborative partnership over the coming decades. 

Where lies the value creation? 

The value creation in Energy Infrastructure Partners acquiring a minority stake in Fluxys can be seen in several aspects. Both companies share a vision for a sustainable energy future, and this partnership enables them to collaborate and leverage their expertise and resources for mutual benefit. 

The financial support from Energy Infrastructure Partners and a consortium of Belgian institutional co-investors can provide Fluxys with additional resources to fund its projects and expand its operations. Furthermore, this investment can help Fluxys extend its global presence in the energy infrastructure market, enhancing its position as a key player in the industry. 

During CDPQ’s ownership period, Fluxys achieved an impressive double-digit compound annual growth rate (CAGR), leading to substantial financial gains. Notably, EBITDA increased from €380m to €989m today. Additionally, the negotiation of a higher price was made possible due to the outstanding performance of Fluxys’ assets, which culminated just before the signing of the deal. 

What is the impact of this deal for the stakeholders?   

The impact of this deal for stakeholders includes benefits for management and employees, as the enhanced collaboration between Fluxys and EIP can lead to better decision-making and resource allocation. The deal also supports the ecological transition and decarbonization efforts, contributing to a more sustainable and resilient energy system for society at large. The partnership between Fluxys and EIP positively impacts environmental, social, and governance aspects, facilitating the development of low-carbon energy solutions. By ensuring a secure and sustainable energy supply, the deal benefits end users and contributes to a better quality of life. 

Publigas will partner with a reputable energy infrastructure investor with extensive knowledge of and experience in the sector. With its experience and knowledge, Energy Infrastructure Partners can help Fluxys in its ambitions to become a leading player in the energy transition following its plans to expand its operations into hydrogen and other green molecules transport. 

In addition to an investor with sector knowledge, Publigas will partner with a group of Belgian blue-chip investors. The inclusion of AG Insurance, Ethias and SFPI-FPIM further strengthens the Belgian anchoring of Fluxys. As a strategically important asset to the country, it is crucial to keep the shareholding and decision making mostly Belgian. 

What was particular about the deal process? 

The deal was particular for a multitude of reasons: 

• Russian/Ukrainian conflict 

• The conflict induced a lot of uncertainty in the natural gas transport sector, making an M&A process in such circumstance highly difficult 
• Future outlook of the market was very uncertain and an additional risk for a potential buyer 

• The process had to be put on hold 

• Bilateral sales process 
• In a bilateral sales process, where only a single potential buyer is involved, there is a heightened level of uncertainty in securing a deal. The buyer must be meticulously chosen and thoroughly persuaded that this investment is the right fit from day one 
• On the other hand, for the buyer, there is certainty to do a deal as it knows they are the only potential buyer 

• Consortium 

• With a buy side consortium, extensive discussions take place to bring all investors on the same page 
• The process was run fast and efficiently, although it involved a consortium and hence multiple parties on the buyside. The process was not slowed down in any way because of this  

• Fast paced process 

• The process and due diligence was handled extremely efficiently, although not having any Due Diligence advisors, reports or materials 
• Extensive buyside Due Diligence period, solely handled by Rothschild & Co, Freshfields and management of Fluxys 

In Sum, particular aspects of the deal process include skilled execution by involved dealmakers, showcasing their expertise and capabilities in navigating complex transactions. The acquisition received regulatory approval and closed efficiently, demonstrating effective coordination and communication among all parties. The deal’s payment and financing structure facilitated the transaction, ensuring that it was beneficial for all parties involved. Dealmakers successfully navigated the challenges and complexities associated with a large M&A transaction in the energy sector. The involvement of a consortium of Belgian institutional co-investors, along with EIP, showcases an innovative deal structure that aligns the interests of key stakeholders and supports the long-term growth and development of Fluxys. 

Do the management or entrepreneurs deserve a special mention?   

Pascal De Buck, the CEO of Fluxys, deserves a special mention for his significant contributions to the company and the energy industry. Appointed as the director in May 2023, Pascal De Buck has been leading Fluxys with a forward-looking approach and a strong focus on the energy transition. 

Under his leadership, Fluxys has expanded its presence globally, with operations extending from Singapore to Brazil. The company has also been actively involved in various projects aimed at accelerating the green transition and contributing to a sustainable low carbon industry. For instance, Fluxys Belgium signed a cooperation agreement with Wintershall Dea for CO2 transport, showcasing the company’s commitment to partnerships and cross-border collaboration. 

Pascal De Buck has also been proactive in sharing his insights and vision for the future of the energy sector. In an interview, he emphasized the importance of Belgium’s position in accommodating the transition towards climate neutrality in a Northwest European perspective, highlighting the extensive infrastructure that Fluxys has developed. 

With a strong focus on innovation and strategic partnerships, Pascal De Buck has played a crucial role in shaping Fluxys as a key player in the energy industry. His efforts in driving the company towards a more sustainable future and embracing the energy transition make him deserving of special recognition. 

Sale of Infra Group to PAI Partners by Intermediate Capital Group

Facts

Involved firms and advisors buy side:  

KPMG, Allen & Overy 

Involved firms and advisors target:  

Amala (Paris), Eight Advisory (Financial VDD), Mazars (Legal & Tax VDD) 

Involved firms and advisors sell side: 

Amala (Paris), Eight Advisory (Financial VDD), Mazars (Legal & Tax VDD) 

 Brief description / Deal outline: 

The UK private equity fund ICG sold its majority stake in Infra Group to PAI Partners, a pre-eminent global private equity firm. PAI becomes the largest shareholder in Infra Group, joining current investors ICG, Andera Partners and the management team led by Tom Vendelmans. The deal represents the largest buyout acquisition in Belgium of 2023 and rank top 15 globally.  

 Headquartered in Belgium, Infra Group offers a one-stop-shop range of services from design, engineering and installation to maintenance of essential infrastructure in electricity, water & sewage, telecoms, gas & district heating and green spaces. Infra Group is a leading player in infrastructure services across Belgium, Germany, the Netherlands and France, with over €750m annual revenues and more than 3,000 highly skilled technical staff. 

As a fourth-time buy-out, PAI will continue the expansion both organic and through buy-and-build to help the company become one of Europe’s leader in the infrastructure network. 

Why should this deal win the Award for Best Large Cap Private Equity Exit?  

Submitted by Eight Advisory 

Motivation 1 

The deal values Infra Group above €1.2 billion which makes it a landmark buy-out deal by a private equity fund in 2023 in our country. To fund part of the acquisition, PAI secured a €600 million loan from major players like Goldman Sachs and Citigroup, showing their confidence in the venture’s profitability. 

Motivation 2 

The new partnership will maintain Infra Group’s growth strategy, helping the company become one of Europe’s leader in the infrastructure network and enable more funds for future acquisitions. 

Infra Group’s strategic positioning in high-growth markets, specifically those driven by the ongoing energy transition and climate change, provides a strong foundation for sustainable revenue growth. This positioning aligns with the global shift towards environmental sustainability and renewable energy sources, making the company’s future revenues highly promising and resilient. As a critical enabler to the ongoing energy transition in Europe with a reputation for excellent quality of service, Infra Group is ideally positioned to benefit from these ongoing investment plans to upgrade utility networks across the continent through their various subsidairies. 

The company showcases a high-quality management team that has consistently demonstrated its ability to navigate dynamic market landscapes successfully. Their leadership, marked by strategic vision and execution, has been instrumental in the company’s growth and resilience. 

One of the company’s key strengths lies in its status as a sought-after multi-technical player, particularly in regions where regulators mandate coordinated efforts among various operators. This capability positions Infra Group at the forefront of industry consolidation currently underway in Europe. 

Furthermore, the company’s commitment to employee training, enabling them to become multi-skilled and proficient across various network types, stands as a testament to its dedication to resource optimization. This not only enhances operational efficiency but also supports the company’s ambitious growth objective of doubling in size within the next four to five years. 

Finally, the remarkable journey already demonstrated by Infra exemplifies PAI’s investment strategy, which involves supporting outstanding founders and entrepreneurial management teams with a strategic roadmap and ambitious growth aspirations. 

In summary, the above mentioned points reflect a combination of visionary strategy, operational excellence, and a commitment to sustainability, setting a commendable standard for the private equity sector. 

What was the deal rationale? 

Infra Group has achieved strong growth in recent years driven by positive medium- and long-term trends, including the growing need for investment in critical infrastructure. The company has an impressive track record of both organic and external growth with eight build-ups under Andera, and around twenty under ICG. 

PAI’s investment will support Infra Group and its management team as they continue to deliver the group’s growth strategy. In particular, PAI will draw on its expertise in infrastructure and technical services to further strengthen the company’s position and accelerate its expansion organically and through further complementary acquisitions. 

Where lies the value creation? 

A key value creation driver are the current positive market trends related to the transition towards renewable energy, climate change, and the Internet of Things. These trends will require significant investments in upgrading/renewing infrastructure, providing the Infra Group with revenue growth opportunities in the (near) future.  

In addition, The Infra Group is well positioned to deliver end-to-end projects from design to implementation by leveraging on their extensive network and expertise gained by acquiring strategic targets across Europe.  

The latter also provides the Group with the ability to continuously deliver projects in a tight labour market by sharing a strong workforce cross border.  

Another avenue for value creation is the continuation and expansion of the buy-and-build strategy initiated by previous investors. This strategy involves acquiring complementary businesses and integrating them to create synergies, improve operational efficiency, and capture a larger market share.  

The knowledge and expertise of PAI Partners in the infrastructure segment will be a valuable asset. Infrastructure investments often require a deep understanding of the sector, including regulatory frameworks, market dynamics, and project management. PAI Partners’ experience in this domain will enable the management team to make informed decisions, mitigate risks, and identify value-creating opportunities within the portfolio. 

What is the impact of this deal for the stakeholders?   

One significant aspect of this deal is the active participation of more than a hundred of the group’s managers and executives. Their decision to acquire a stake in the company or reinvest demonstrates a high level of commitment and personal association with the group’s success. This alignment of interests between leadership and ownership can lead to enhanced dedication, strategic thinking, and a drive for long-term sustainable growth. 

The consolidation of the company in the European market, especially in high-growth sectors driven by the energy transition and climate change, can be advantageous for clients seeking innovative solutions and suppliers specializing in sustainability-related products or services. This deal can enhance the company’s value proposition, creating mutually beneficial partnerships with clients and suppliers. 

The expertise shared across the acquired entities is a valuable component of the deal’s impact. For instance, the knowledge acquired from a newly acquired entity in Germany was disseminated to other entities in need of that specific expertise, such as those in the Netherlands. This cross-border knowledge sharing enhances the overall capabilities of the organization, fosters collaboration, and accelerates innovation in different markets. 

What was particular about the deal process? 

This deal process was notably distinguished by its a smooth and timely execution with little hindrance to daily operations for the management team. It underscored efficient decision-making, due diligence, and negotiation, which collectively contributed to its rapid completion. 

Do the management or entrepreneurs deserve a special mention?   

Management and entrepreneurs associated with this deal deserve a special mention for their impressive track record and leadership. In particular, the fact that the company began as a family-operated business and continues to be led by one of the family members is a testament to their commitment and leadership process. 

The company’s ability to navigate challenges, adapt to market dynamics, and achieve sustained growth over the years is a credit to the leadership’s strategic vision and execution. 

Sale of Cheops Technology to Chequers Capital by Indufin 

Facts

Involved firms and advisors buy side: Debt advisor:  

M&A and debt advisor: Lincoln International
Legal advisor: Stibbe
Financial DD: Eight Advisory
Tax DD: Eight Advisory
Commercial DD: Telescope Advisory. 
Legal DD: Ace Law

Involved firms and advisors target:  

N.A.  

Involved firms and advisors sell side:  

M&A advisor: Rothschild & Co
Legal advisor (transaction documentation & MIP): Allen & Overy
Legal DD: Stibbe
Financial DD: LDS Advisory
Commercial DD: Roland Berger
Technical DD: Crosslake Technologies
Tax DD: Deloitte  

Brief description / Deal outline: 

Founded in 1989, Cheops is the reference Managed Services Provider (“MSP”) in Belgium, providing IT-as-a-Service solutions to mid-market and enterprise customers, enabled by its unique MSP platform. The Company was acquired by Filip Goos (CEO) in 2005 through a management buy-out. Following Filip Goos’ management buy-out, Cheops has transformed from a local reseller of IT hardware equipment to a leading MSP in the Belgian market.  

In 2018, Belgian holding company Indufin acquired a significant minority stake in Cheops. Supported by Indufin, Cheops accelerated its organic growth strategy, focusing on cross- and up-selling its services, increasing its share of recurring revenue, expanding its service offering with additional capabilities, streamlining its organizational structure and reinforcing the management team. 

The sale process was characterized by overwhelming interest from international financial sponsors and strategic bidders, despite difficult macroeconomic circumstances. 

The shareholders of the Company selected Chequers Capital as the partner to endorse the strategic ambitions of Cheops going forward. Chequers was selected on the basis of a solid valuation and its strong expertise in IT services and buy-and-build strategies, demonstrated throughout its long-standing history as one of Europe’s oldest investment companies. Filip Goos (CEO) co-invests alongside Chequers Capital and will continue to drive the business going forward. The management team has the opportunity to invest and be part of the exciting growth story ahead. This new partnership will allow Cheops to further pursue its organic growth strategy, reinforced by an active buy-and-build strategy in the fragmented IT services market, in Belgium and neighboring geographies. 

Why should this deal win the Award for Best Mid Cap Private Equity Deal?  

Submitted by Rothschild & Co 

Cheop’s growth story is a blueprint of entrepreneurship supported by financial sponsorship in an attractive and quickly changing market. When the current CEO of Cheops acquired the Belgian operations of the Company through a management buy-out in 2005, Cheops was a value-added reseller of IT hardware equipment. In changing market conditions, the CEO transformed the Company into the reference Managed Services Provider (“MSP”) in Belgium, focusing on high-margin IT-as-a-Service solutions, changing the business model and overcoming the shift from transactional to recurring revenue. The corresponding growth trajectory is truly impressive and brought the Company from €4m revenue in 2005 to €50m+ revenue in 2023. Cheops is now an MSP pioneer, offering complementary IT services, which are based on a proprietary technology platform, allowing for standardization. The Company employs over 400 FTEs, mostly skilled IT consultants who are trained in-house to continuously serve customers better. 

With the European IT services market rapidly evolving, Cheops’ shareholders and management felt that they needed a partner to further tap on the significant growth opportunities and consolidation trends in the sector. Rothschild & Co was appointed as M&A advisor to look for the most suitable shareholder for Cheops’ next chapter of growth. 

The sale process was characterized by overwhelming interest from international financial sponsors and strategic bidders, despite difficult macroeconomic circumstances. Through a careful assessment of bidder interest, Rothschild & Co allowed only a limited selection of highly motivated and educated bidders to progress on the opportunity. Rothschild & Co carefully managed the various bidders involved in the due diligence process, maximizing competitive tension and requiring the bidders to put their best foot forward in their binding offers.

Some key aspects of the tailored transaction process: 

• Attractive valuation, despite uncertain market circumstances 
• Lender education process approaching 13 lenders (banks and credit funds) in parallel, which resulted in attractive financing structures in light of the current market circumstances 
• Identification and contacting a wide and qualitative range of potential financial and strategic investors with only a limited selection of bidders allowed to progress on the opportunity 
• Management reinvestment at attractive terms, allowing them to be part of the exciting growth story ahead 
• Strategic analysis resulting in a long list of M&A targets internationally and in Belgium 
• Support by leading mid-cap financial sponsor Chequers Capital with €2.5bn assets under management 

Submitted by Lincoln International

Cheops is an industry-leading Managed Services Provider (‘MSP’) of IT and business technology services to mid-market and enterprise customers. Cheops relieves its clients of the complexities of IT operations and strategy. It enables its customers to streamline their IT environment, facilitating them to implement cost savings and to guarantee and optimise operational continuity and security.

Cheops, founded in 1989 in Berchem as a local System Integrator, underwent a significant transformation from the time of the management buy-in (MBI) led by Filip Goos in 2005 until its acquisition by the Indufin Investment Fund in 2018. During this period, the company evolved from being a local System Integrator to becoming a prominent Managed Service Provider in the Belgian market, serving mid-market and enterprise customers. This remarkable growth was driven by a combination of organic expansion and a series of strategic acquisitions. As from 2005 up until the entry of Indufin, Cheops successfully acquired seven IT companies to expand its local presence and evolve into a leading IT player on the Belgian market.

Throughout its partnership with Indufin from 2018 to 2023, Cheops remained committed to further solidifying its position as an industry-leading managed services provider, focusing on organic growth while strategically targeting one additional acquisition. In 2021, Cheops took a significant step forward by acquiring the Software Asset Management division from ASIST, headquartered in Leuven.

To achieve the ambitious future growth objectives that Cheops has put forward, the Company has partnered with Chequers Capital. In Chequers, Cheops has found the ideal strategic partner to combine organic growth with further consolidation through targeted M&A activities to become a leading international Managed Services Provider.

Headquartered in Antwerp, Cheops moved to a new state-of-the-art building in January 2022 to facilitate the Company’s future growth ambitions. With additional branch offices in Ghent (opened in 2016) and Brussels (opened in 2017), the Company currently employs over 400 persons, which are active across three distinct business lines.

The provided IT-as-a-Service solutions are managed through three complementary delivery methods depending on project complexity and client requirements. Managed Services, making up the bulk of the activities of Cheops, relates to remote and proactive monitoring and managing of customer IT systems by offering cloud, workplace and security solutions. Professional Services comprises IT experts with the right skills supporting the customer in designing, building and improving IT infrastructure and developing applications. The third, and smallest business, line of Cheops relates to System Integration and relates to the migration, integration and optimisation of complex IT systems in the form of project services, including the sale of IT hardware and software.

With an enterprise value in excess of €100m, the transaction has created significant value for the selling shareholders after 5 years of ownership. The transaction holds the potential to generate substantial value for the new ownership and management by exploring various growth trajectories. These include international expansion in neighbouring markets, consolidating their existing market presence through market roll-ups, and strategically acquiring and cultivating new capabilities and resources to bolster their overall competitiveness and growth prospects.

What was the deal rationale? 

Submitted by Rothschild & Co 

• Cheops is a pioneer in the Belgian MSP landscape and takes a unique competitive positioning within the IT services eco-system with a leading service offering based on a highly standardized proprietary technology platform and a successful strategy to attract, develop and retain high-quality employees 
• Cheops is at the cusp of its next growth phase and well-positioned to drive further consolidation in a fragmented IT services market 
• International consolidation trends are starting, with the first examples of ‘super MSPs’ in the United States 
• Chequers Capital is a leading European mid-market investor ready to support Cheops in its ambitious M&A strategy in Belgium and strategically unexplored geographies 
• Furthermore, the management team will continue the Company’s organic development in order to become the national leader, further growing its skilled consultant base
  

Submitted by Lincoln International

Through the acquisition by Chequers, Cheops has found the ideal strategic partner to support the Company in achieving its ambition of growing from being a regionalmanaged services provider to being an international industry-leading player. This growth support will allow Cheops to respond faster to some of the key existing trends, such as digital transformation, additional regulatory pressures and increasing complexity in cybersecurity and the IT landscape. 

Where lies the value creation? 

Submitted by Rotschild 

Since Indufin came on board in July 2018, Cheops drove value creation across many fronts: 

• Share of recurring revenue increased from 73% in 2017 to 83% in 2022, of which more than 44% of this recurring revenue relates to monthly recurring subscription fees 
• Revenue has increased since COVID-19 from €36m in 2020 to €47m in 2022, equalling an average growth rate of +14% 
• Investment in a new state-of-the-art headquarter in Kontich: 

• Strategically located near major traffic hubs with optimal access to Cheops’ other branch offices 
• Attractive for employees and with significant spare capacity for further growth 
• Equipped with energy-efficient cooling, ventilation and heating systems, and large-scale charging infrastructure for electrical vehicles 

• Shift towards a strategy-focused organizational structure, based on well-defined strategic pillars, implemented and managed throughout a distinct target operating model 
• Reinforcement of the key management team and the middle management layer 
• Accelerated development of the IT-as-a-Service solutions portfolio: 

• Transition towards a highly standardized and modular technology platform, enabling cost savings for customers’ IT infrastructure and increasing productivity & efficiency of customers’ employees 
• Addition of cybersecurity capabilities, guaranteeing continuity for customers’ operations and safeguarding compliance with (data) privacy regulations 

• Addition of IT Asset Management capabilities 

• Creation of a unique company DNA with shared corporate values and a successful Cheops Talent Factory approach: 

• Strong employee value proposition and dynamic atmosphere, which is evidenced by Cheops’ best-in-class employee satisfaction levels, ‘Great Place to Work certificate and market-leading employee retention rates 
• The Company’s employee base has grown from 270 people in 2018 to 400 people in 2023 
• The share of highly qualified IT experts has increased significantly to better service customers and offer specialized competencies 

• Increase in customer engagement initiatives, which is evidenced by an exceptional level of customer satisfaction (NPS of 56) and a strongly growing annual spend per customer 

Submitted by Lincoln International

Chequers is looking to help Cheops grow both organically and through targeted M&A activity. The acquisition of new capabilities and an expanded service offering should directly impact top line growth with the goal of realizing an additional return for the shareholders upon exit. 

What is the impact of this deal for the stakeholders?   

Submitted by Rothschild & Co 

With the support of Chequers Capital, Cheops will continue its mission to help its customers with their in-house IT constraints and shortage of talent, with the increased speed and complexity of digital transformation, and to comply with the ever-increasing regulatory requirements for data privacy and cybersecurity protection. Cheops is the best-positioned player to deliver its scalable enterprise-grade services to both mid-market and enterprise customers. Furthermore, Cheops’ modular and standardized IT-as-a-Service solutions portfolio allows companies to operate in such an environment without having to invest heavily in the necessary IT infrastructure. As a result, the transaction will further accelerate in this goal of Cheops to unburden customers of their IT operations and strategy, with a clear focus on business outcomes: simplification of the IT landscape, cost savings, reduction of time-to-market, continuity & security, and productivity & efficiency. 

Chequers Capital will help Cheops to further: 

• Accelerate its buy-and-build strategy 
• Reinforce Cheops’ position as the employer-of-choice 
• Support the Company’s internationalization strategy 
• Increase the share of recurring revenue 
• Increase cross- and upselling across its service lines 
• Innovate the own IP-certified technology platform 
• Strengthen the sales & marketing approach 

In addition, the deal will have a high impact on Cheops’ employees, as it will further improve the Cheops Talent Factory, and in particular the Cheops Academy. Throughout a clearly defined employee journey, the Cheops Academy contributes significantly to the professional development of its employees through tailored improvement plans and continuous training focused on a diverse set of skills. On top of these endless development opportunities, Chequers will further strengthen the focus on fostering a collaborative and inclusive work environment, and on establishing several well-being initiatives. 

As such, the Company’s stakeholders will be provided with a more extensive portfolio of IT-as-a-Service solutions and more highly qualified IT experts, while reaching more customers as a result of accelerating Cheops’ sales and internationalization strategy. 

Submitted by Lincoln International

The acquisition will allow Cheops to serve more customers internationally and help them to cope with increasing complexities and expenditures in the complex IT landscape which is occurring due to digital transformation and rapidly evolving technologies. 

What was particular about the deal process? 

Submitted by Rothschild & Co 

Despite uncertain market circumstances and unfavorable investor sentiment in the market, the Cheops transaction experienced overwhelming interest from both strategic and financial investors. On the back of this strong interest, Rothschild & Co orchestrated a fast-paced and highly tailored auction process of c.1.5 months, to which only a limited number of bidders were invited to participate.  

In parallel, a lender education process was launched, thereby approaching 13 lenders (both banks and credit funds), which resulted in attractive financing structures in light of the current market circumstances, and a strategic M&A mapping analysis was performed, which resulted in a long list of M&A targets internationally and in Belgium. 

As a result of this dynamic and competitive deal process, the signing of this high-profile deal at highly attractive terms was negotiated within a very short timeframe (less than 48 hours) after receiving the binding offers. 

The highly tailored process and careful bidder management, combined with the creation of a compelling equity story and negotiation tactics, ensured that in the end, the shareholders secured a transaction with the ideal partner to ensure the future growth of Cheops in Western Europe. 

Submitted by Lincoln International

High speed execution with fully financed binding offer submitted by Chequers within 3 weeks after start of phase 2.

Do the management or entrepreneurs deserve a special mention?   

Submitted by Rothschild & Co 

The track record of the Company being taken over and led by CEO Filip Goos has been impressive, with Cheops being recognized as Trends Gazelle 12 times in a row and ever-continuing profitable growth. 

Furthermore, under the guidance of Indufin, the attitude and skill set of the visionary and dynamic management team significantly contributed to the successful transition of the Company towards a leading Managed Services Provider (MSP). Their focus on fostering a collaborative and inclusive work environment has attracted top talent to the Company. This has resulted in a best-of-breed IT-as-a-Service solutions portfolio which was carefully developed throughout the years and in a unique and well-defined Cheops Talent Factory approach which is key to attracting, developing and retaining high-quality employees. 

In the end, it was the same mindset and shared values across both the shareholders of the Company and the strong management team that has resulted in this great transaction outcome. 

Submitted by Lincoln International

Since the management buy-in led by Filip Goos (current CEO) in 2005, Cheops has transformed from a local System Integrator to a national industry-leading Managed Services Provider and being a reference in the Belgian IT market. 

Sale of Pauwels Consulting to Bert Pauwels, Management and Andera by 3D Investors

Facts

Involved firms and advisors buy side:  

Legal and HR DD: Argo Law and Younity
Transaction documentation support: Argo Law
Financial and Tax DD: Deloitte
Commercial DD: EY-Parthenon;
Bert Pauwels and Management: idem as the target.  

Involved firms and advisors target:  

M&A: EY M&A
Debt Advisory: EY M&A and EY Debt Advisory
Financial Vendor DD: EY Transaction Diligence
Transaction documentation support: Stibbe
Financing documentation support: Allen & Overy 

Involved firms and advisors sell side:  

Transaction documentation support: Eubelius  

Brief description / Deal outline: 

Pauwels Consulting, a leading Belgian specialist in outsourcing highly skilled profiles in the fields of Life Sciences, IT and Engineering, has been acquired by Bert Pauwels and Management, together with Andera Partners, a leading European private equity firm, replacing 3D Investors as Pauwels Consulting’s long-term private equity partner. 

Why should this deal win the Award for Best Mid Cap Private Equity Deal?  

Submitted by EY 

Project Phoenix should win the Award for Best Mid Cap Private Equity Exit 2023 as the transaction is truly unique in several ways: 

Most importantly, Pauwels Consulting, founded in 1999 by its CEO Bert Pauwels, is an exceptionally well-run company. The Company is specialized in outsourcing of white-collar profiles in the fields of Life Sciences, IT and Engineering, representing segments that are experiencing a boost in demand for consulting and staffing solutions as a result of the ongoing war for talent towards highly skilled employees. Pauwels Consulting services a large customer base, comprising several blue-chip clients across a wide variety of industries, including a.o. Pfizer, P&G, GSK, Ahold Delhaize and ASML. Throughout the years, Pauwels Consulting has proven its ability to train and retain its staff in a context of scarcity of qualified consultants thanks to a strong emphasis put by management on the well-being of their employees, for which the Company was nominated as a “Great Place to Work” in 2021 and 2022. Additionally, between 2006 and 2022, Pauwels Consulting was nominated as a Trends Gazelle in each year consecutively, of which the last 6 years in the Large Enterprises category. In 2022, the Company and its highly skilled workforce of more than 1.500 consultants generated more than €150 million in turnover and approximately €18 million in EBITDA. 

Secondly, it is the perfect example of an initially purely Belgian SME that, with the support of a professional Belgian financial investor, 3D Investors, has been able to grow into a market leader in Belgium, while simultaneously growing a strategic market position in the Netherlands. Since 3D Investors’ entry in 2016, Pauwels Consulting has quintupled its turnover, as a result of strong continuous organic growth in combination with a successful buy-and-build track record, having carried out 12 acquisitions in Belgium and the Netherlands throughout the last 7 years. 

Furthermore, Pauwels Consulting has now attracted a new, larger-scale European financial investor who will further support the Company’s buy-and-build strategy, with the goal of developing Pauwels Consulting into a leading market player at the European level. Andera Partners acquired a significant minority stake in Pauwels Consulting via its Andera MidCap 5 fund, through which the firm carries out minority and majority investments in growth companies alongside entrepreneurs. Andera MidCap 5 raised €750m in committed capital. The transaction emphasizes Andera Partners’ development ambitions in Belgium, which accelerated following the set-up of their office in Antwerp in 2019 and several recent transactions, including a.o. Infra Group and Elan. 

Fourthly, the transaction is one in which the Company’s founder and CEO, Bert Pauwels, who fully rolled over his proceeds, has been able to regain a majority stake in Pauwels Consulting, allowing him to direct the Company’s further strategy. 

Moreover, Pauwels Consulting’s Management has been given the opportunity to (re)invest in the Company, aligning their interests and allowing them to benefit from the growth that Pauwels Consulting will experience during Andera Partners’ investment period. Their potential proceeds could be optimized by means of a management incentive plan offered by Bert Pauwels and Andera Partners. 

 To conclude, we are convinced that (i) the unique profile of Pauwels Consulting, (ii) the successful track record that the Company was able to achieve together with 3D Investors and (iii) the ambitious and well-defined strategy that Pauwels Consulting and Andera Partners have established to develop the Company into a European market leader, are several key reasons on why this transaction should win the Award for Best Mid Cap Private Equity Exit 2023. 

What was the deal rationale? 

After 7 years of successful collaboration, the timing was right for 3D Investors to monetize its investment. Simultaneously, as a result of the transaction, Bert Pauwels, the Company’s founder and CEO, was able to reclaim a majority position in Pauwels Consulting, enabling him to steer the Company’s strategy going forward, alongside his management team and together with the help of a new and more internationally-oriented private equity partner. Andera Partners will assist Pauwels Consulting in further executing its buy-and-build strategy across the Benelux, while simultaneously focusing on new market entries, including a.o. in France and the DACH and Scandinavian regions. Finally, the investment by Andera Partners provided an ideal moment for Management to (re)invest in the Company, allowing them to benefit from the expected growth of Pauwels Consulting. 

Where lies the value creation? 

3D Investors was able to achieve significant added value as a result of several elements: 

• During 3D Investors’ investment period, Pauwels Consulting quintupled in turnover and in EBITDA as a result of a combination of successful organic growth and an aggressive buy-and-build track record; 
• Strengthening of Pauwels Consulting’s market share in its home market, Belgium, combined with an expansion of its operations towards the Netherlands and the start-up of operations in France results in a ‘size premium’; 
• Expansion of service offering to include in-company traineeships and leadership development solutions as a result of the acquisition of Ormit Group; 
• Despite the transaction taking place in a challenging macroeconomic environment, a highly attractive exit multiple was achieved, which was partly due to the above-mentioned favorable evolutions; 
• Finally, as is the case in most LBO deals, value was created for Pauwels Consulting’s shareholders through deleveraging within the company. 

What is the impact of this deal for the stakeholders?   

Firstly, Pauwels Consulting’s Management, who have been given the opportunity to (re)invest in the Company’s share capital, will be more closely involved in the realization of the Company’s strategy, in close cooperation with Bert Pauwels and Andera Partners. 

In addition, Pauwels Consulting will enter new countries in the mid to long term as a result of its European buy-and-build strategy, allowing (large) international clients to source their external consultants in different countries through the same provider, reducing their administrative burden. 

Finally, Pauwels Consulting remains strongly committed to offering an open and inclusive corporate culture, with the intention to retain its title as a “Great Place to Work”, and also continues to invest further in social engagement, including via donations to charitable organizations as was the case in the past with a.o. Think Pink, Alain Moloto VZW and Het Lymefonds. 

What was particular about the deal process? 

Firstly, the transaction entailed a very swift and timely process, whereby EY M&A was mandated to initiate a full M&A process in mid-January, resulting in a successful closing in mid-June, enabled by a close cooperation between different EY subdepartments: 

• The Belgian EY M&A team provided a full scope of M&A advisory services, including drafting marketing materials (incl. an extended teaser and management presentations), identifying and approaching prospective financial investors, managing the data room, coordinating the due diligence process with multiple parties and assisting in negotiations with prospective investors with respect to the necessary transaction documents, etc.; 
• The Belgian/Dutch EY Debt Advisory team assisted in the financing track, with offered services including identifying and approaching potential creditors, including both senior and mezzanine debt providers, developing a debt covenant model, reviewing and negotiating with multiple prospective debt providers with respect to term sheets and a senior facilities agreement, etc.; 
• The Belgian EY Transaction Diligence team prepared a comprehensive Financial Vendor Due Diligence report, involving a complex consolidation exercise that was influenced by several recently concluded and ongoing acquisitions, resulting in an efficient due diligence process for the buyer; 

Secondly, the process involved an intensive financing track, resulting in a bank club deal, whereby Pauwels Consulting’s existing creditors – ING, KBC and BNP Paribas Fortis – were involved, in addition to two new debt providers – Belfius and Caisse d’Epargne Hauts de France. As private debt funds have become a very expensive financing method, the shareholders are pleased to have been able to arrange senior debt provided via this bank club deal. Additionally, the financing pool set up a sizeable acquisition facility to sustain Pauwels Consulting’s significant expansion plan. Pauwels Consulting’s Management is confident in its ability to deliver such plan thanks to a healthy qualified pipeline to execute and drive growth further ahead. 

Finally, an attractive incentive plan could be offered by Andera Partners and Bert Pauwels to Pauwels Consulting’s Management. 

Do the management or entrepreneurs deserve a special mention?   

The Company’s founder, Bert Pauwels, has continuously helmed Pauwels Consulting since 1999 and was a large majority shareholder in the Company alongside only 2 managers until the entry of 3D Investors in 2016. Bert Pauwels was very closely involved in the transaction process, which is equally the case with all M&A transactions carried out by Pauwels Consulting. Finally, he was also willing, together with Andera Partners, to offer an incentive plan to Pauwels Consulting’s Management, which is partly at the expense of his own potential future proceeds. 

In addition, Pauwels Consulting’s Management has unfailingly contributed to the successful growth trajectory of the Company. Furthermore, they were committed to achieving a successful transaction process, in which the key managers were closely involved, all under the capable guidance of Pauwels Consulting’s CFO, Thomas Eggermont. Finally, Management has (re)invested in the share capital of the Company, representing their willingness to ensure the next phase of Pauwels Consulting’s growth ambitions. 

Sale of VK architects+engineers to Sweco by Down2Earth

Facts

Involved firms and advisors buy side:  

Financial and Technical Due Diligence: Deloitte 

Involved firms and advisors target:  

Due Diligence: EY
M&A: Kumulus
Legal Advisor: Ace Law

Involved firms and advisors sell side:  

Idem as for the target 

Brief description / Deal outline: 

D2E Capital sold its majority stake in VK architects+engineers to Swedish listed group Sweco.  This marks the end of an intense growth and “buy and build” process for D2E in which VK architects+engineers grew into a leading Benelux player. 

Why should this deal win the Award for Best Mid Cap Private Equity Deal?  

Submitted by EY 

VK architects+engineers experienced accelerated growth in recent years. This has been achieved in close cooperation and with support from the D2E team. Today, VK architects+engineers is a leading multidisciplinary architectural and engineering firm in the Benelux and makes its mark on many large and exciting projects that they realize with their clients. With their teams, VK architects+engineers is working in a clear vision focusing on more sustainable projects. The latter is a textbook example of a buy-and-build. 

What was the deal rationale? 

See above, i.e. buy-and-build.  

Where lies the value creation? 

Growth in revenue/EBITDA over the investment period, a realized return on investment/exit price, and a successful innovation/track record all apply to- the exit of VK architects+engineers.  

What is the impact of this deal for the stakeholders?   

VK architects+engineers is specialized in designing/developing sustainable landmark buildings supported by related accreditations.  

What was particular about the deal process? 

Smooth and timely deal process.  

Do the management or entrepreneurs deserve a special mention?   

N.A.  

Keyrock raised $72 million in Series B Financing Round 

Facts

Involved firms and advisors buy side: N.A. 

Involved firms and advisors target: N.A. 

Involved firms and advisors sell side: N.A. 

Brief description / Deal outline:  

The company raised $ 72 million of Series B venture funding in a deal led by Ripple in September 2022. SIX FinTech Ventures, Seeder Fund, MiddleGame Ventures and Chris Larsen has also invested in this round. The funds will be used to invest in infrastructure development, scalability tools and regulatory licensing across Europe, the U.S. and Singapore. 

Why should this deal win the Award for Best Venture Capital Deal? 

N.A. 

What was the deal rationale? 

Not submitted by any advisors (data sources: Pitchbook, Zephyr, De Tijd, & company’s webiste) 

“In the last five years we have focused strongly on doing things with a long-term perspective and haven’t taken any shortcuts. Due to this focus, we now have a highly robust foundation. The new round of funding allows us to expand on that and dramatically accelerate executing our vision to provide liquidity solutions for all digital assets. By doubling down on our focus on clients and scalability, we will be looking to expand into new markets with targeted services.” said Kevin de Patoul, CEO of Keyrock. 

“Keyrock has provided scalable liquidity solutions to all kinds of stakeholders in the digital asset space, including Ripple. We have been partners for over three years and watched Keyrock’s global success. Under the leadership of Kevin, Jeremy and Juan, Keyrock has established themselves as a key player in the space by building scalable, enterprise grade solutions and taking a regulatory first approach. We look forward to continuing working alongside the team to help support their next stage of growth.” said Maxime Fages, Director of Institutional Markets at Ripple. 

“We are proud to see how the Keyrock team advanced their business and successfully manoeuvred through very difficult market conditions. They showed incredible resilience and with the current founding round we believe Keyrock will establish itself as one of the top-tier liquidity solution providers for digital assets not only in Europe but globally.” said Andreas Iten, Head SIX Fintech Ventures and CEO of F10. 

“We are delighted to continue to partner with Keyrock on its growth trajectory. Keyrock and its leadership team have proven to be incredibly effective and MiddleGame Ventures has no doubt they will continue growing and expanding with the array of solutions they have developed in the digital assets space.” said Pascal G. Bouvier, Managing Partner at MiddleGame Ventures. 

Where lies the value creation? 

Provider of liquidity services intended to democratize cryptocurrency liquidity. The company’s services include order book replication, trade execution, and spot execution, enabling clients within the cryptocurrency ecosystem to operate exchanges and brokerages efficiently. 

What is the impact of this deal for the stakeholders?   

N.A. 

What was particular about the deal process? 

N.A.

Do the management or entrepreneurs deserve a special mention? 

N.A. 

Odoo

Facts

Involved firms and advisors buy side:  

Investment banks: Morgan Stanley and BNP Paribas Fortis
Legal: Freshfields Bruckhaus Deringer LLP (Frédéric Elens, Thibault Moust, Ine Deblaere) 

Involved firms and advisors target: N.A. 

Involved firms and advisors sell side:  

Legal: Nauta Dutilh (Nicolas de Crombrugghe, Ysaline Mouthuy) 

Brief description / Deal outline:  

General Atlantic, a leading global growth equity firm, acquired a minority stake in Odoo SA, a leading provider of open-source integrated business software applications for small and medium-sized enterprises (SMEs). 

Why should this deal win the Award for Best Venture Capital Deal? 

Submitted by Nautadutilh and Freshfields Bruckhaus Deringer LLP  

Odoo is the first Walloon unicorn. The Belgian company, active in the development of open-source management tools (e-commerce, accounting, marketing, support…) for SMEs, is expanding at lightning speed, with almost 3,000 employees. By the end of 2019, it had 4.5 million customers. Today, there are almost 11 million. Revenues have followed the same trend. In 2021, sales reached €148 million; last year they amounted to 272 million, almost 85% higher.  

This partial exit demonstrates that public investors are backing promising Belgian companies when needed, i.e. in their starting phase. As Odoo is largely cash flow positive for a number of years, these public investors (Wallonie Entreprendre and Noshaq) can scale down their stake without impacting Odoo’s future expansion plans.   

The proceeds of this partial exit will allow Wallonie Entreprendre to support other promising companies with Walloon operations. Odoo’s success story helps fund the Walloon business activity.  

Submitted by Freshfields Bruckhaus Deringer LLP 

This transaction values Odoo at among the most valuable Belgian tech company and other Belgian unicorn. The investment by General Atlantic is testimony to the impressive growth path of Odoo.  

What was the deal rationale? 

Odoo focuses on sustained strategic growth worldwide. The entry of General Atlantic, including its global platform and its software experience will be impactful in such a strategy. General Atlantic is a globally renowned growth equity provider which plans to support Odoo’s business’ continued global expansion. From the perspective of Wallonie Entreprendre and Noshaq, this partial sale will help fund other promising companies; they were also cautious about finding a new shareholder for Odoo which is endorsed by Odoo’s board and management. 

Where lies the value creation? 

Odoo has grown to 19 global offices serving over 50,000 paying customers across more than 200 countries. Odoo is strategically positioned to take advantage of the growing ERP market opportunity, which is expected to reach over USD90b by 2029. 

Wallonie Entreprendre achieved a capital gain of € 70 million on the sale of its shares. Noshaq about 30. Despite the malaise in the technology sector in recent years, Odoo was valued at around a tenth more than at the time of the previous capital operation. Its last known valuation was € 3.2 billion.  

Odoo is strategically positioned to capitalize on the growing ERP market opportunity, which is expected to reach more than $90 billion by 2029. 

What is the impact of this deal for the stakeholders?   

Odoo SA is a disruptor to the global SME productivity software market. It has become one of the largest business application stores in the world. Odoo allows SMEs to consolidate their software vendors into one integrated suite at an affordable price point. This is a critical value proposition for SMEs globally. 

The deal enables the entry of a new shareholder endorsed by Odoo’s board and management, because of its software experience which can be beneficial to Odoo and its stakeholders over the long term. CEO and founder Fabien Pinckaers (55%) was not a seller, so he remains Odoo’s majority shareholder. 

What was particular about the deal process? 

The deal process was smooth and fast, in line with the pragmatic manner of working of Odoo.  

Do the management or entrepreneurs deserve a special mention? 

Odoo was founded in 2002 by Fabien Pinckaers, who remains CEO and majority shareholder today. Under his guidance, Odoo has evolved to a global competitor in the ERP market. Odoo still has its headquarters in Wallonia, earning Fabien Pinckaers the nickname “Bill Gates of Wallonia”. 

Damien Lourtie (CFO of Wallonie Entreprendre) and Alessandro Mazzocchetti (CFO of Odoo) were deeply involved in the deal, extremely reactive and pragmatic. 

Qover

Facts

Involved firms and advisors buy side:

Legal: Lydian; Transaction: Perella Weinberg UK Limited 

Involved firms and advisors target: N.A. 

Involved firms and advisors sell side:

Legal: Cresco, Jones Day and White & Case  

Brief description / Deal outline:  

Zurich Insurance Company (through Zurich Global Ventures) participated in the latest Series C funding round of USD 30 million raised by Qover S.A. (winner of the Venture Capital Company of the Year award organized by the Belgian Venture Association (BVA) in 2022). Following the transaction, Zurich holds 21.26% of Qover’s share capital, with the remainder held by the founding partners and investors present since the initial investment rounds. This investment will help Qover to position itself as a leader in the field of insurance intermediation at both Belgian and European level and to develop new insurance products in this area. Alongside Zurich’s investment, other investors participated in Qover’s capital increase. 

Why should this deal win the Award for Best Venture Capital Deal? 

Submitted by Lydian 

Zurich Insurance’s investment in Qover deserves recognition as the Best Venture capital deal of the year 2023 for several compelling reasons. This strategic move not only demonstrates Zurich’s commitment to innovation and customer-centricity but also showcases its vision to adapt and thrive in a rapidly evolving insurance landscape. 

First and most importantly, Zurich Insurance’s investment in Qover represents a forward-thinking approach to remaining competitive in the insurance industry. In an era marked by technological disruption and changing customer preferences, traditional insurance companies like Zurich recognize the need to embrace insurtech solutions to stay relevant. Qover, a successful Belgian insurtech, specializes in providing insurance-as-a-service platforms that enable companies to integrate insurance seamlessly into their products and services. Because Qover’s platform can integrate seamlessly with any insurer or broker, it fosters valuable collaborations with key brands. Leading companies such as Revolut, Qonto, Monzo, ING, Monese, Fisker, Nio, Volta Trucks, Niu, Lucid and many more have chosen Qover as their embedded insurance orchestration platform. Through its investment in Qover, Zurich strategically places itself at the forefront of the insurtech revolution, well-positioned to seize the growing demand for digital insurance solutions. 

The synergy between Zurich Insurance and Qover is obvious in their shared commitment to customer-centricity. Qover’s innovative approach to insurance, coupled with Zurich’s industry expertise, promises to bring greater transparency, simplicity, and convenience to insurance products. This alignment with customer needs positions the deal as a game-changer in the industry, catering to the evolving expectations of today’s and tomorrow’s consumers. 

Furthermore, Zurich Insurance’s investment in Qover underscores its commitment to sustainability and risk management. Climate change, natural disasters, and other global challenges have heightened the importance of responsible and sustainable business practices in the insurance sector. Qover’s data-driven approach to risk assessment and Zurich’s deep understanding of underwriting make this partnership a powerful force for addressing these pressing issues. By leveraging Qover’s technology, Zurich can better assess and mitigate climate-related risks, enhancing its resilience and long-term sustainability. 

Furthermore, the investment in Qover underscores Zurich Insurance’s unwavering commitment to nurturing innovation. In the current fiercely competitive business environment, enterprises that neglect to innovate expose themselves to the perils of stagnation and irrelevance. Zurich’s proactive stance on innovation, as evidenced by its collaboration with Qover, not only bolsters its competitive edge but also establishes a pioneering benchmark within the industry. This transaction serves as a compelling example of how established industry leaders can readily adopt innovation by partnering with agile startups and scale-ups, yielding mutual benefits and, most importantly, delivering enhanced value to their clientele. 

From a financial perspective, Zurich Insurance’s investment in Qover has the potential for substantial returns. The insurtech sector has seen remarkable growth in recent years, driven by the digitalization of the insurance value chain. By investing in a promising insurtech like Qover, Zurich positions itself to benefit from the sector’s growth and capture new revenue streams. This strategic move diversifies Zurich’s portfolio and mitigates risks associated with relying solely on traditional insurance products. 

Additionally, Zurich’s investment in Qover demonstrates a commitment to fostering entrepreneurial talent and supporting the growth of innovative startups. This is not only beneficial for Qover but also contributes to the broader ecosystem of innovation in the insurance industry. By providing financial support and industry expertise to startups like Qover, Zurich helps nurture the next generation of insurtech innovators, ensuring a vibrant and dynamic industry landscape. 

Finally, the investment of Zurich Insurance in Qover marks a milestone in the development of Qover. Indeed, Qover already successfully raised several funding rounds in the past, however it is the first time in the history of Qover that they allow a strategic investor to enter the capital. The negotiations on the transaction documentation have therefore been particularly interesting and challenging as they aimed at considering the strategic nature of Zurich’s investment, next to its position of financial investor. 

Both Zurich and Qover had a very keen interest in the deal and therefore the deal was done at a very high pace and in less than two months. 

In conclusion, in our view Zurich Insurance’s investment in Qover definitely earns the title of the Best Mid-Cap Corporate Deal of 2023. This accolade is bestowed upon it for its visionary approach in embracing insurtech, unwavering commitment to customer-centricity, steadfast focus on sustainability and risk management, dedication to innovation, substantial financial potential, and invaluable support for entrepreneurial talent. Notably, this deal is not only a testament to Zurich’s leadership in the evolving insurance landscape but also serves as a benchmark for the industry’s future. Moreover, it brings tangible benefits to Qover, offering the insurtech a valuable opportunity to scale its operations, tap into Zurich’s wealth of industry expertise, and solidify its position as an industry disruptor. This strategic partnership ensures that Zurich remains a dominant and forward-looking force in the insurance sector for years to come while propelling Qover toward greater success and innovation. 

What was the deal rationale? 

See the description above: strategy, innovative approach and synergies. 

Following the transaction, Zurich holds 21.26% of Qover’s share capital, with the remainder held by the founding partners and investors present since the initial investment rounds. This investment will help Qover to position itself as a leader in the field of insurance intermediation at both Belgian and European levels and to develop new insurance products in this area. Alongside Zurich’s investment, other existing investors participated in Qover’s capital increase. 

Where lies the value creation? 

Zurich and Qover will also combine their expertise to create synergies. The investment of Zurich Insurance will fuel the company’s growth trajectory, empower it to continue orchestrating innovative solutions, launch even more successful partnerships and propel it closer to achieving profitability in its mission to create a global safety net that protects everyone, everywhere. 

What is the impact of this deal for the stakeholders?   

As mentioned above, the investment in Qover also reflects Zurich Insurance’s dedication to fostering innovation. The deal exemplifies how established players can embrace innovation by collaborating with nimble startups, leading to a win-win situation for both parties and, ultimately, the customers. 

Furthermore, Zurich Insurance’s investment in Qover underscores its commitment to sustainability and risk management. Qover’s data-driven approach to risk assessment and Zurich’s deep understanding of underwriting make this partnership a powerful force for addressing these pressing issues. By leveraging Qover’s technology, Zurich can better assess and mitigate climate-related risks, enhancing its resilience and long-term sustainability. 

What was particular about the deal process? 

As Zurich’s advisor, we negotiated and drafted the contractual documentation and coordinated both the capital increase and the sale of shares (including the drafting and negotiation of a complex shareholders agreement). As mentioned above, the investment of Zurich Insurance in Qover marks a milestone in the development of Qover as it is the first time in the history of Qover that they allow a strategic investor to enter the capital. The negotiations on the transaction documentation have therefore been particularly interesting and challenging as they aimed at considering the strategic nature of Zurich’s investment, next to its position of financial investor. 

Both Zurich and Qover had a very keen interest in the deal and therefore the deal was done at a very high pace and in less than two months. We were able to achieve this thanks to the experience and pragmatism of all parties involved. 

Do the management or entrepreneurs deserve a special mention? 

It is clear that the founders of Qover deserve a special mention as they have a very impressive track record. Their ability to navigate and quickly adapt to the changing tech landscape has been instrumental in attracting top-tier clients and investors.