CMB acquires Euronav 

Facts

Involved firms and advisors buy side: 

Financial: Credit Agricole, KBC Securities, Société Générale

Legal: Argo Business Law Group

Involved firms and advisors target side:

Legal: Linklaters

Involved firms and advisors sell side:

N.A.

Brief description / Deal outline:

On 9 October 2023, CMB, Frontline and Famatown (both controlled by John Fredriksen) reached an agreement for a solution to the strategic and structural deadlock within Euronav at the time. The solution entailed (i) the acquisition by CMB of all Euronav shares held by Frontline and Famatown (the “Share Purchase”) in parallel with (ii) the sale of 24 vessels by Euronav to Frontline (the “Vessel Sale”), which combined triggered a mandatory tender offer by CMB on the outstanding shares of Euronav. In addition, as part of this transaction, the legal proceedings between Euronav and Frontline in respect of the previously failed combination agreement were terminated. Both Euronav and Frontline are stock listed companies and market leaders in the crude oil tanker industry. KBC Securities, together with Crédit Agricole and Société Générale, acted as lead advisors to CMB and its family shareholder, the Saverys family, whereas KBC Securities was already involved in the long run-up to the transaction.

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

Submitted by KBC Securities 

The deal is a landmark transaction both for the maritime shipping industry as a whole, as well as for Euronav and its future. On the one hand, with the sale of part of its oil tanker fleet to Frontline, it provided Euronav with the firepower to diversify its fleet at a higher pace in a pursuit to become the leading sustainable shipping platform. On the other hand, through the transfer of Euronav shares held by Frontline to CMB, the strategic deadlock in Euronav which weighed upon the company and its operations for more than a year has been resolved. The outcome of the transaction is for Euronav to invest for the future and present a clear equity story of a future-proof sustainable and diversified shipping platform.

The transaction exemplified exceptional execution and stakeholder management, involving 2 listed companies, the John Fredriksen family, the Saverys family, the investor public, as well as the market regulator (FSMA). Needless to say, the successful closing of this complex transaction in a per definition cyclical market such as crude oil shipping required meticulous planning and seamless execution of both the private deal the consequent public mandatory tender offer.

What was the deal rationale?

The transaction allowed to resolve the strategic deadlock within Euronav, which stemmed from opposing views on the future of Euronav of both reference shareholders.

Where lies the value creation?

The value creation lies in the accelerated execution of CMB’s strategy centred around the diversification, decarbonization and optimisation of the fleet, allowing the Company to invest through the cycle. By decreasing its reliance on crude oil end-markets and investing the proceeds of the vessel sale to Frontline into sustainable, modern shipping assets and technologies, Euronav is at the forefront of transforming the shipping sector towards a sustainable future. The acquisition of CMB.TECH (which materialised already ahead of the opening of the acceptance period of the mandatory public offer) marked an important first step in realising CMB’s strategy as the transaction combined of one of the world’s largest NYSE and Euronext listed tanker platforms in Euronav, and one of the market leaders in green shipping with an integrated hydrogen and ammonia value chain in CMB.TECH. The combination results in the leading diversified tanker platform that operates a modern fleet across oil, dry bulk, containers, chemical and off-shore end-markets.

What is the impact of this deal for the stakeholders?  

As mentioned, the transaction clearly marks a new future set out for Euronav, which in essence will be at the forefront of sustainable shipping and renewable fuel for transportation services (H2). This is a clear differentiation in terms of equity story, changing Euronav from a pure-play crude oil tanker company, towards a leading ESG and growth story within shipping. The noble ambition of CMB to become a green shipping company has started to get into shape with this transaction. As mentioned, the acquisition of CMB.TECH and integrating its extensive future-proof fleet of efficient low-carbon emitting ships and/or ships powered by hydrogen and/or ammonia marked an important first step in realising CMB’s ambition of playing a leading role in the decarbonisation of the shipping sector.

What was particular about the deal process?

The sheer complexity in terms of striking a deal with Frontline/Famatown whilst making sure all the parameters and timing are set right, was clearly a challenge for this transaction to materialise. In addition, the long preparation time leading to the transaction provided for a real rollercoaster of changing plans, successful and unsuccessful negotiations.

Given the unique character of a dual listing of ordinary shares on both NYSE and Euronext Brussels, dealmakers needed to ensure all requirements of the respective listing venues were respected through a well-coordinated exercise with both the US and Belgian financial markets regulator and financial intermediaries.

Do the management or entrepreneurs deserve a special mention? 

Through this transaction, the Saverys family continues to be at the forefront of the global shipping industry, for this generation and the ones to come.

Axcent of Scandinavia and SKEL acquire INNO

Facts

Involved firms and advisors buy side:

Financial: Arion Bank Investment Banking

Legal: Four & Five Law, Kallan Legal, Reliance Littler

M&A: Eight Advisory

Involved firms and advisors target side: 

N.A.

Involved firms and advisors sell side: 

M&A: Clairfield International, LDS Advisory

Legal: Hogan Lovells, CMS Hasche Sigle, CMS Debacker, BRL Boege Rohde Luebbehuesen

Brief description / Deal outline: 

Galeria Karstadt Kaufhof (“GKK”) and The German Economic Stabilisation Fund (“Wirtschaftsstabilisierungsfonds” or “WSF”), administered by the Federal Republic of Germany – Finance Agency (Bundesrepublik Deutschland – Finanzagentur GmbH) sold INNO SA/NV (“INNO”), a Belgian department store chain, to INNOvative Retail BV, a newly established company jointly owned by Axcent of Scandinavia, the majority owner of Swedish department store chain Åhléns, and SKEL fjárfestingafélag, a listed investment company with substantial experience in the consumer and retail sector.

INNO is Belgium’s only department store, offering a wide range of premium and mainstream brands. With 127 years of history, INNO has established a strong presence in major cities with 16 locations and a loyal customer base. Since spring 2021, INNO has led the Belgian online retail market through inno.be, providing a seamless omnichannel shopping experience.

Ayad Al-Saffar, the ultimate beneficial owner of Axcent of Scandinavia, has a long career in retail and branding, and is well known for successfully operating retail chains. In 2022, he, together with his partner, acquired the Swedish department store chain Åhléns, which is celebrating its 125th anniversary this year. With around 3,000 employees, Åhléns has 48 department stores in Sweden, offering an attractive mix of in-house brands combined with international and Scandinavian brands.

SKEL is an investment company listed on Nasdaq Iceland, specialising in strategic investments to support management teams and entrepreneurs in developing enterprises for further value creation. SKEL’s portfolio consists of both listed and unlisted holdings in strategic sectors, including commerce and retail, and its management and board bring over 30 years of international experience in the consumer and retail space.

Clairfield International’s Frankfurt and Antwerp offices acted as exclusive financial advisor to GKK and the WSF.

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

Submitted by Clairfield International 

Due to its cross-border nature, the involved complexity, the perfect strategic fit, and the significant benefits delivered to all stakeholders, the INNO deal deserves the 2024 Award for Best Mid Cap Corporate Deal.

The cross-border nature is characterised by the diversity of the parties involved. The sellers in this transaction, Galeria Karstadt Kaufhof and The German Economic Stabilisation Fund are of German nationality, while the target, INNO, is Belgian. In addition, the buyers are from Swedish and Icelandic nationality, resulting in a total of four countries being involved in the deal. Furthermore, numerous other interested parties from Western Europe and the DACH region were part of the process.

In terms of complexity, the situation begins with INNO’s ownership structure, where 100% of the INNO shares owned by GKK were pledged to WSF as part of the security package for the received rescue financing due to the Covid-19 pandemic. After GKK’s 2022 insolvency proceedings and related default to WSF, a structured M&A process was jointly set up by GKK and WSF to dispose of 100% of the shares of INNO for the benefit of WSF in a value-maximising fashion. The process was further complicated by GKK’s falling into insolvency again in January 2024, in the wake of the melt-down of its parent undertaking, the Austrian SIGNA group. GKK’s newly appointed insolvency administrator, Stefan Denkhaus, agreed to support the continuation of the M&A process during his tenure. The transaction was successfully closed shortly before GKK left its insolvency proceedings and was handed over to new ownership itself at the start of August 2024.

In addition, the broader retail market is currently encountering very difficult market conditions, characterised by a lot of insolvency procedures across Europe and the United States. These are mostly driven by, among others, consumer habits shifting more rapidly towards e-commerce, reduced appeal of brick-and-mortar stores, rising operational costs (i.e. rent and labour), lower margins. These market conditions made it increasingly difficult to find a suitable partner willing to invest in traditional retail operations like INNO.

Eventually, the perfect strategic fit is reached with the three parties involved. The two buyers, Axcent of Scandinavia and SKEL see INNO as the perfect fit due to its strong household name and potential to better serve local consumers. Ayad Al-Saffar, the ultimate beneficial owner of Axcent of Scandinavia, has a long and successful career in retail branding. He is vastly experienced in expanding retail chains and has, in every acquisition, vastly improved the operational performance in record time. The acquisition of the Swedish department store Åhléns in 2022 is the perfect and most recent example. Åhléns has 48 department stores in Sweden and made profit in the last financial year for the first time in a decade. The other buyer, SKEL, is an investment company listed on Nasdaq Iceland and is specialised in strategic investments to support management teams and entrepreneurs in developing enterprises for further value creation. Specifically, Jón Ásgeir Jóhannesson, the chairman of the board of SKEL, has extensive experience in investing and operating department stores. He and his partner led the turnaround of Magasin Du Nord and Illum and took House of Fraser private in the UK back in 2006. Together with Axcent of Scandinavia, they form a strong partnership positioned to accelerate INNO’s growth. Both parties’ know-how within the brick-and-mortar and e-commerce retail channel will be key to drive the further success of INNO.

Lastly, stakeholders will also benefit from this transaction. As the growth strategy is rooted in INNO’s core, its physical stores, Ayad Al-Saffar began by personally visiting the stores to identify areas prone to improvement. The focus relies on making the stores more attractive and motivating employees to deliver exceptional customer service. A commitment to hiring and training over 300 new full-time employees within the first three years reflects this vision. Enhanced customer service is expected to directly improve the company’s financial health. In addition, plans to open new INNO locations will bring products closer to consumers, enriching their shopping experience and further driving growth. All this is planned to be executed through current management who seem well-aligned with the buyers’ style of executing physical retail. Furthermore, INNO’s management will be able to put its motivation into practice, with the strong support of a hands-on shareholder and an innovative approach to retail.

What was the deal rationale?

The strategic rationale behind the deal is to integrate INNO through collaboration on the in-house brand buying platform and leverage expertise across both brick-and- mortar and e-commerce retail channels.

Where lies the value creation?

Synergies will be created with the in-house brand buying platform of Axcent of Scandinavia for Åhléns. The business plan of INNO shows a healthy margin expansion, which will be generated primarily by sourcing new products through the inhouse brands/private label purchasing platform, where many of INNO’s third-party brands source their products directly from high-quality manufacturers. While INNO will continue to operate as an independent entity, it will adopt similar integration processes as Åhléns under Axcent of Scandinavia.

Additionally, with the support from SKEL, the existing management team will be empowered to drive further value creation and enhance INNO’s growth potential.

What is the impact of this deal for the stakeholders?  

In terms of stakeholders, beneficial outcomes are created for all parties. First, the business plan for INNO will be executed with the current management who all seem well-aligned with the buyer’s style of executing physical retail. The current management team is looking forward to developing new projects for the INNO department stores in Belgium. CEO Armin Devender himself mentioned that Axcent of Scandinavia and SKEL are the perfect match for INNO, they are strong strategic partners that will help to stabilise INNO and will also help to counteract the ongoing decline of European high streets, as well as maintain the cityscapes throughout Belgium.

Next, there is a plan to hire a significant number of new employees for INNO. In the business plan, a projection is made of 300 additional FTEs for the first three years. Considering the long-term perspective of the new owners for INNO, there will be a strong focus on in-house training and development for employees, with the goal of fostering their growth and ensuring their retention over the years.

In addition, the landlords of the INNO will receive more comfort through the transaction, as there is a strongly positive outlook for INNO, thus ensuring potential lease renewals. In addition, the new owners will prevent a potential closure of previously underperforming stores, which helps the elderly community especially, as they are not comfortable with online shopping and are keeping their trusted spaces and familiar environment.

Finally and most importantly, customers will benefit significantly from these changes as well. With more highly trained employees and a long-term vision in place, customers can expect improved service in the stores. Moreover, the expansion plan includes opening more locations, which will bring stores closer to customers and enhance their overall shopping experience.

What was particular about the deal process?

The deal was executed through a seamless collaboration between the Belgian and German Clairfield colleagues, enabling local & frequent touchpoints with INNO, GKK, its insolvency administrator and WSF. Moreover, despite the challenging market conditions of retail, a strong and motivated buyer consortium was found beyond local borders.

The deal process needed to reflect INNO’s existing and future financing, which was closely coordinated between INNO, the buyers, Belfius Bank and Gigarant, and involved negotiations with INNO’s landlords in parallel.

The GKK 2024 insolvency required a close alignment of the transaction with the narrow timeframe set by GKK’s insolvency proceedings. In addition, particular requirements of the sell-side, i.e. the involvement of an insolvency administrator as seller and the fact that the transaction was largely to the benefit of WSF as pledgor, as well as the buy-side, a consortium which newly entered the Belgian market, needed to be taken into account.

Do the management or entrepreneurs deserve a special mention?

The entire INNO management team showed extraordinary collaboration during this process and enabled a smooth information exchange for all involved parties.

Summit Partners exits CluePoints

Facts

Involved firms and advisors buy side:

Legal: Loyens & Loeff, Gibson, Dunn & Crutcher UK LLP

Involved firms and advisors target side: 

Legal: White & Case

Involved firms and advisors sell side: 

Legal: White & Case
M&A: Jefferies

Brief description / Deal outline:

Acquisition by EQT, the Sweden based global private equity fund with over € 230 billion assets under management, of all shares in CluePoints SA, a leading AI-driven software provider for RBQM and data quality oversight in clinical trials, and, indirectly, of its subsidiaries, from its institutional and management sellers, in the context of an auction process. The acquisition was followed by a rollover of certain managers and reinvestment by certain sellers (including Summit Partners) into the CluePoints structure, resulting in an EQT majority stake in CluePoints. Summit Partners exits CluePoints.

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

Submitted by Loyens & Loeff

The transaction was one of the first of EQT’s new Healthcare Growth Fund and fits perfectly within EQT Healthcare Growth’s strategy to support companies with their mission to deliver positive healthcare outcomes, and of EQT Growth to invest in the next generation of technology leaders.

What was the deal rationale?

According to company website Summit Partners

CluePoints, founded in 2012, has become a recognised leader in Risk-Based Quality Management (RBQM) solutions for the pharmaceutical industry. Its cloud-based platform enables real-time remote monitoring of clinical and operational data, improving patient safety, increasing efficiency, and reducing costs in clinical trials. By 2020, the company was experiencing significant growth and sought a partner to help scale globally. Summit Partners, with a strong track record in healthcare software, made a minority investment in CluePoints in 2020. Under Summit Partners’ guidance, CluePoints achieved strong growth and strategic value creation. This growth and the company’s market-leading position made CluePoints an attractive asset for the next phase of its journey.

Where lies the value creation?

Submitted by Loyens & Loeff

Providing leverage to support CluePoints’ accelerating growth underpinned by increasing adoption of RBQM software across virtually all clinical trial phases.

What is the impact of this deal for the stakeholders?

According to company website Summit Partners

• Customers: CluePoints’ continued innovation, including the use of AI-driven solutions, enhanced the company’s ability to improve patient safety and streamline clinical trial processes, benefiting pharmaceutical sponsors and clinical research organisations (CROs) alike. The company’s products provided customers with greater transparency, efficiency, and data accuracy, which became even more critical throughout the Covid-19 pandemic.
• Employees: The expansion and modernisation of CluePoints’ sales and engineering teams, coupled with developing a Customer Success team, created new opportunities for employee growth and development within a high-performing, innovative environment.
• Industry: CluePoints’ advances in RBQM garnered widespread industry recognition, reinforcing its position as a thought leader. Awards such as the Citeline Award for Excellence in Innovation in Response to Covid-19 further validated its role in transforming clinical trial management.

What was particular about the deal process?

According to company website Summit Partners

The exit from CluePoints was characterised by a seamless transition facilitated by the foundational work Summit Partners had completed. The recruitment of experienced leadership, product diversification, and expansion into key global markets positioned CluePoints as an industry leader, making the company attractive for acquisition. Summit’s involvement in organisational optimisation and financial reporting ensured the business was well-prepared for a successful exit.

Do the management or entrepreneurs deserve a special mention?  

N.A.

Smile Invest exits SmartSD

Facts

Involved firms and advisors buy side: 

Financial and Tax: PWC

Legal: White & Case

Commercial: The Boston Consulting Group

Involved firms and advisors target side: 

N.A.

Involved firms and advisors sell side: 

M&A: Rothschild & Co

Financial and Tax: Deloitte

Legal: Jones Day

Commercial: Roland Berger

Brief description / Deal outline:

Cobepa, a Belgium-based private equity company, has acquired a majority stake in SmartSD, a prominent online value-add distributor of physical security solutions, from Smile Invest, a Benelux investment. This strategic partnership, announced in conjunction with SmartSD’s existing financial partner Smile Invest and its management, is a key move in SmartSD’s long-term development strategy. Together, they aim to support SmartSD in further building out its European footprint both organically and through M&A, strengthening the digital platform, enhancing offerings and services and continuing to be the partner of choice for SmartSD’s customers.

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

Submitted by Smile Invest

SmartSD was founded in 2008 and is led by a Belgian and Dutch founders management team. In recent years, SmartSD has established itself as the disruptive B2B digital distributor of security systems and the leading player in the Belgian and Dutch security value-added distribution industry.

In 2018, Smile Invest approached SmartSD founder managers proactively, who were looking for a professional investor to support its further growth and ambition to enter the French market. Under the ownership of Smile Invest (backed by mainly a wide group of Benelux entrepreneurs), SmartSD has become the clear #1 in Belgium and the #1 in the Netherlands, while entering the French market in 2019 and becoming a top 5 player ever since. Smile Invest supported the company in entering the French market initially by setting up a greenfield team & office and later on acquiring two small strategic add-ons.  Smile Invest supported the management to further develop its digital backbone as the key differentiator of the company. During the ownership of Smile Invest the company grew ~20% p.a., increased its EBITDA margin and tripled the EBITDA to ~€21m on ~140m sales.

Smile Invest decided in 2023 to run a competitive process looking for a new majority owner to jointly support the company to become a pan European player. Together with Rothschild, a selected range of top highly reputable pan-European PE players have been selected and given the strong fundamentals, strong growth and digital platform there was a huge interest in the company with ten NBO’s out of the ten contacted firms. Cobepa won this deal in a highly competitive setting given:

• Their solid experience in pan EU buy-and-build
• Their deep experience in the French market
• Their partnership attitude towards Smile Invest as a future minority shareholder
• The personal fit the created with the founder managers
• Their understanding of the challenge of the change of logistic provider (which they experienced themselves with one of their portfolio companies) and appreciation how the management handled this with minimal disturbances for the business
• Fast and pragmatic due diligence
• Experience with value added distribution (incl. IT network security hardware)
• Solid valuation appreciating the further growth potential of SmartSD

Early 2024, Cobepa, a leading private equity firm headquartered in Belgium, acquired a majority stake, with Smile Invest and the managers remaining as a minority shareholder. Together with management, the shareholders have the ambition to continue disrupting the distribution of security systems across Europe based on its unique digital platform and pursue further M&A growth.

This deal has been a textbook PE deal for Smile Invest and the management team:

• Further internationalise a Benelux player
• High value generation through organic growth
• Complemented with two smaller strategic add-on deals
• Strong investment in the digital operating model to differentiate the company vs. its peers
• Early recap to keep the financing structure optimised
• Competitive process to sell the majority to a highly reputed investor
• Combination of strong growth, deleveraging and multiple growth due to market leading position and strong digital USP lead to an exceptional return for Smile Invest (MM +8x, IRR ~49%).

This was the result of a highly motivated management team/founders in combination with a strong, transparent and trustworthy aligned partnership which has been built between the management team and its investors over the past five years.

What was the deal rationale?

The bidder viewed SmartSD as the best value-added B2B distribution platform for security and fire safety equipment in the Benelux and France, with a clear opportunity to more than double the business in size in its current core geographies (organically) over the next 5 years. SmartSD’s USP lies in the combination of a broad product offering, its strong added-value digital platform and deep technical support expertise. Based on this strong USP and impressive track record, Cobepa believes the story should not end there, with selective M&A as a potential catalyst to expand the Company’s disruptive business model into other geographies, with the ultimate, realistic goal of becoming the pan-EU category champion.

Where lies the value creation?

During the Smile Invest period the company has developed significantly:

• Outperforming the market with almost 20% organic growth and becoming the absolute market leader in the Benelux
• Starting a greenfield in the French market and added 2 years later two smaller add-ons and having become the fast-growing number 5 player within the large French market
• Further investing in its strong USPs to further build a competitive edge and take market share in a growing market:
  • Further broadening the product offering with new suppliers
  • Further investment to become the most advanced digital platform (digital portal – ERP – CRM – digital product database) with its propriety digital portal for customers (installers) to make technical comparisons, order their products, make commercial quotations to their end-customers, getting access to the latest product information and firmware, direct connections with the ERP of installers, …
  • Highly supportive services towards installers: product demos in their showrooms, technical trainings and more than 100k technical expert support calls with installers during installations in their local language
• During the holding period of Smile Invest the company tripled its EBITDA, realised a financial recap after 3 years giving its strong cash flows and over the investment period generated a money multiple of +8x and IRR ~49%.

The value creation going forward lies in the following points:

• Continue winning market share in a large and structurally growing market
• Winning business model which is disrupting the market (100% digital, asset-light business model, strong technical support – 100k technical calls)
• Proven blueprint that can be expanded to other countries
• Multiple opportunities to accelerate growth through M&A (in France, but also in new geographies)
• Strong financial profile with a track record of high double digit organic growth, positive operating leverage supporting superior and growing margins and high free cash flow conversion.

What is the impact of this deal for the stakeholders?  

SmartSD’s long standing stakeholders — the co-founders, management team, as well as Smile Invest — remain fully (and financially) committed for this next growth phase alongside Cobepa, who takes a majority stake.

Larger group of second layer management has invested in the deal next to the founder managers to ensure a strong alignment and incentive for further growth.

The continued support of SmartSD’s vendor partners has been key to their growth over the past years, whilst the trust the customers have shown to be integral of the success. The impact is that the stakeholders remain dedicated in providing customers with a superior experience and continue offering them our comprehensive range of products and services.

What was particular about the deal process?

During the preparation, the company decided to switch logistics providers, requiring the need for a customised process design around it. Smile Invest, management and Rothschild therefore decided to delay the initial launch of the process from September to November, ensuring sufficient visibility into the recovery process of temporarily lost sales.

Despite the complex hurdle and process delay, all advisers worked efficiently together resulting in a very fluent, competitive process with a great outcome.

Cobepa appreciated how management handled this critical logistic challenge and could see through the temporary dip in sales during this transition period between logistic service providers.

Do the management or entrepreneurs deserve a special mention?  

The founder-led management team with nearly 100 years of combined industry experience who have instilled a fundamentally different, digital mindset and winning entrepreneurial culture in their organisation from the beginning. We believe that this management line-up forms a virtuous circle, enabling the Group to be highly agile both commercially and operationally.

Aikido raised $17 million in a series A funding round

Facts

Involved firms and advisors buy side:

Legal: Laurius, Cambrian

Involved firms and advisors target side: 

Legal: Clifford Chance

Involved firms and advisors sell side: 

N.A.

Brief description / Deal outline:

Aikido raised $17 million in a series A funding round. Aikido Security builds an AI-powered cybersecurity tool for software developers. It was created in September 2022 and has been recognised as the fastest capitalised start-up in the Belgian tech scene by raising a €2 million pre-seed round in 2022, a €5m seed round in 2023 and a $17m Series A round in 2024. Clifford Chance has advised Aikido and its founders since its incorporation on every financing round as well as on secondary transfers between existing investors.

The Series A round was led by Singular Ventures and saw the participation of venture capital funds Notion Capital and Connect Ventures. Aikido Security counts French, UK and US institutional investors among its shareholders.

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

Submitted by Clifford Chance LLP

• Fastest capitalised start-up in Belgian history: According to tech media, never has a Belgian start-up been capitalised so quickly as Aikido. That is even more impressive in today’s funding drought for start-ups. The company has raised a record amount of money not even two years after its incorporation.
• Emerging Belgian industry: Cybersecurity is one of the emerging themes in Belgium’s (and especially Ghent’s) start-up scene. It is a strategic industry, and Aikido has rapidly grown to be a leader of the Belgian cybersecurity community.
• Investor demand: There was massive demand by European and U.S. venture capital funds to invest in Aikido. The founders chose for the fund that could offer the best sector expertise, network and added value.

What was the deal rationale?

As a venture capital deal, the rationale was to raise funds to grow by hiring across Europe and the U.S. and by investing in the product. Founders maintain control over the company.

Where lies the value creation?

This is still only the beginning of Aikido’s story. Although its investor valuation has already skyrocketed in only two years, all founders and investors are committed to Aikido and to continuing to create value. Aikido’s product is extremely promising but will continue to be developed and mature. An exit is not on the horizon yet.

What is the impact of this deal for the stakeholders?

Aikido will engage in large-scale hiring to scale its sales and development teams rapidly, including in the U.S. It will allow Aikido to deploy its products to even more customers.

What was particular about the deal process?

The deal involved a simultaneous primary and secondary transaction handled over a very expedited timeline. The teams at Clifford Chance and Aikido discussed the transaction with the Singular Ventures, Notion Capital and Connect Ventures teams and the other existing shareholders in parallel such as to advance quickly. The Clifford Chance team was led by associate Gillis Waelkens with the support of partner Patrice Viaene, and further consisted of associates Yonathan Tison, Stijn Van Walleghem and Victor Raeymakers, who have extensive experience in similar venture capital deals both on company and on investor side.

Do the management or entrepreneurs deserve a special mention?  

The founders of Aikido (Willem Delbare, Roeland Delrue and Felix Garriau) deserve a special mention. Willem Delbare has founded, advised and invested in multiple extremely successful companies and as such as a serial entrepreneur. Roeland Delrue and Felix Garriau have quickly pivoted from other positions to demonstrate their skill in running a rapidly growing organisation such as Aikido, each in their respective roles.

PanTera

Facts

Involved firms and advisors buy side:

Due Diligence: Alira Health (technical DD), Arcadis (building DD), Ferrid Haddad (technical DD)

Legal: A&O Shearman (lawyer)

Involved firms and advisors target side: 

Financial: KBC Securities (Sole financial advisor), KBC Bank (structuring bank and coordinator)

Legal: Cambrian

Involved firms and advisors sell side: 

N.A.

Brief description / Deal outline:

PanTera, the Belgian radioisotope producer, has completed a €93 million oversubscribed Series A fundraise led by EQT Life Sciences, with Kurma Partners, Eurazeo, Korys, Paladin and PMV as follow-on investors.  This oversubscribed funding round, which is the largest Series A in the life sciences sector in Belgium ever, values PanTera at about €280 million post money. Alongside this, IBA, the world leader in particle accelerator technology, and SFPIM, a Belgian sovereign fund, will convert into equity €7.2 million convertible loans, further strengthening PanTera’s balance sheet. In parallel, PanTera has also secured a binding term sheet for €33.8 million in debt with KBC and Belfius with the support of Gigarant, a guarantee instrument of the Flemish Government, bringing the total amount raised to €134 million. The funds raised will be used primarily to support the construction of a state-of-the-art Actinium-225 production facility in Belgium, a novel radioisotope which is crucial to a new class of targeted treatments for cancer. KBC Securities advised PanTera on the Series A and KBC Bank acted as structuring bank and coordinator for the debt financing.

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

Submitted by KBC Securities

PanTera’s recent €93 million Series A fundraise, which totals €134 million when including additional equity and debt financing, stands as a landmark achievement in the European life sciences sector. This deal not only represents the largest Series A round in Belgium’s life sciences history but also positions PanTera at the forefront of a revolutionary approach to cancer treatment. This is a transformative deal that exemplifies strategic vision, technological innovation, and a profound commitment to improving global health. The successful execution of this fundraise, coupled with the potential to revolutionise cancer treatment through Targeted Alpha Therapy, makes PanTera a deserving candidate for the the Award for Best Venture Capital Deal 2024. This deal not only sets a new benchmark in the life sciences sector but also paves the way for a brighter future in cancer treatment, offering hope to millions of patients worldwide.

What was the deal rationale?

The successful completion of this Series A round, led by EQT Life Sciences and supported by prominent investors such as Kurma Partners, Eurazeo, Korys, Paladin, and PMV, underscores the strategic importance of PanTera’s mission. This robust financial backing is crucial for PanTera’s goal of addressing the global shortage of actinium-225 (225Ac), a radioisotope essential for Targeted Alpha Therapy (TAT) in cancer treatment.

PanTera was born in 2022 as a 50/50 joint venture between IBA and SCK CEN. The combination of IBA’s world-leading expertise in particle accelerator technology and SCK CEN’s unmatched experience in the global supply chain of reactor-based radioisotopes, highlights the unique expertise present in Belgium in the field of radiopharmaceuticals. PanTera’s unique and patented photo-nuclear “gamma” production process is a groundbreaking innovation that transforms Radium-226 (226Ra) into Radium-225 (225Ra), which subsequently decays into 225Ac. This process ensures a reliable, safe, and high-quality supply of 225Ac, which is critical for both clinical trials and future commercial radiopharmaceutical therapies. The ability to produce more than 100 Curies (Ci) of clinical-grade 225Ac annually by 2029, enabling the treatment of over 100,000 patients per year, highlights the scalability and sustainability of PanTera’s technology.

The potential impact of PanTera’s work on global health cannot be overstated. Targeted Alpha Therapy (TAT) represents a promising new approach to cancer treatment, offering the ability to deliver highly localised radiation to cancer cells while minimising damage to surrounding healthy tissue. The demand for 225Ac is rapidly increasing as pharmaceutical companies scale up clinical trials and seek regulatory approvals for various cancer treatments. PanTera’s efforts to alleviate the global shortage of 225Ac will significantly accelerate the development and availability of these life-saving therapies.

Where lies the value creation?

In the past year alone, major pharmaceutical companies such as Bristol Myers Squibb, AstraZeneca and Eli Lilly have collectively invested more than €5 billion in acquisitions of targets in the nuclear medicine sector, underscoring the industry’s recognition of nuclear medicine’s potential to revolutionise diagnostics and treatment of cancers. By investing in this cutting-edge field, pharmaceutical companies aim to leverage advanced imaging techniques and targeted therapies, which promise more precise and effective patient care. This trend, together with the very successful capital raise of PanTera, reflects a broader commitment to innovation and the pursuit of novel solutions to address complex medical challenges.

PanTera’s strategic partnerships further enhance its potential for success. The collaboration with TerraPower Isotopes, a venture founded by Bill Gates and a group of like-minded visionaries, to provide early 225Ac supply and the support from SCK CEN, which offers a large stock of pure 226Ra, are pivotal to PanTera’s mission. In line with this, Pantera announced earlier this year a capacity reservation agreement with Bayer to start delivering them with actinium-225 in the second half of 2024.

What is the impact of this deal for the stakeholders?

The economic and social impact of PanTera’s Series A fundraise also extends beyond the immediate financial metrics. The creation of a state-of-the-art production facility in Belgium will generate significant employment opportunities and contribute to the local economy. Moreover, the successful commercialization of 225Ac production will position Belgium as a global leader in the radiopharmaceutical industry, attracting further investment and fostering innovation in the region.

What was particular about the deal process?

The execution of PanTera’s Series A fundraise is particularly noteworthy for its complexity and size: Pantera is not a typical Biotech or MedTech company and required the deal team to spend a considerable amount of time in educating potential investors about its unique technology – and this in a very challenging market in which most early life science ventures struggle to get investors’ attention and raise capital. Despite this context, the deal was oversubscribed, reflecting the high level of interest and confidence KBC Securities, together with Pantera’s management, were able to generate from investors.

The financing structure, which included a combination of equity and debt, was innovative and strategically designed to strengthen PanTera’s balance sheet and support its ambitious growth plans. Overcoming the complexities associated with such a large-scale fundraise and large number of parties involved, the dealmakers demonstrated deep expertise and execution capabilities, making this deal a standout in the life sciences sector.

Do the management or entrepreneurs deserve a special mention?  

The management team at PanTera deserves special recognition for their exceptional leadership and breadth of knowledge in the field. Drawing from their extensive previous experience, the team demonstrated unparalleled knowledge and proficiency throughout the deal process. Their ability to address all questions with precision and clarity was instrumental in securing investor confidence and ensuring the smooth execution of the fundraise. The leadership’s commitment to transparency and their strategic vision were pivotal in navigating the complexities of the transaction, making their contribution indispensable to its success.