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Transactions for sustainable new ways
In a complex, ever-changing world, companies and investors must constantly question their business models. Transactions and deals are an important tool for sustainable growth. Create real added value and freedom to act with deals, from strategic M&A considerations, due diligence and valuation to closing, integration and exit.
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PwC advised SKIDATA Group on refinancing of existing export financing as well as on taking out new, subsidised financing from two major international banks.
SKIDATA Group is the global market leader for systems in the field of mass access and revenue management. Roughly 1,200 employees work for 26 subsidiaries and 5 joint ventures of the Group, enabling the “hidden champion” based in Grödig, Salzburg, to realise and service more than 10,000 installations in over 100 countries. SKIDATA Group’s access and parking solutions are used in diverse settings, such as airports, cities, public buildings, park and ride facilities, mountain sports regions, stadiums and arenas as well as attractions. SKIDATA Group is part of the publicly listed Kudelski S.A., the global leader for the development and realisation of digital security systems in the field of information transfer, protection of digital contents and access controls.
In the context of Financial Lead Advice, PwC cooperated with the Company’s management to develop a new financing structure to strengthen liquidity, create greater working capital leeway, and thus support the transition of SKIDATA Group to a Software-as-a-Service provider. The concrete realisation took the form of a refinancing of an export financing through a consortium as well as taking out two subsidised facilities and guarantees / working capital loans.
PwC provided comprehensive advice to SKIDATA Group, from the definition of the financing strategy and a corresponding securities structure, the preparation of figures, mid-term planning and an investment memorandum, banking due diligence and management meetings, to the creation and development of the corresponding term sheets. In the context of the contractual relationship between the Company and the major international banks, PwC provides the quarterly reporting including the reporting on compliance with the agreed covenants.
The PwC team advising on the Debt Advisory Process was led by Manfred Kvasnicka (Partner Refinancing & Restructuring), Maximilian Huber (Director Deal Strategy & Capital Advisory) and Stephan Liske (Senior Manager Deals Strategy & Capital Advisory).
Manfred Kvasnicka (Partner Refinancing & Restructuring) said: “Our advisory service on the financing of SKIDATA Group was focused on creating guaranteed liquidity for the Company’s transformation to a Software-as-a-Service provider. We are very happy to have supported the Company’s strategic development with this borrowed capital transaction.”
SKIDATA Group is the global market leader for systems in the field of mass access and revenue management. Roughly 1,200 employees work for 26 subsidiaries and 5 joint ventures of the Group, enabling the “hidden champion” based in Grödig, Salzburg, to realise and service more than 10,000 installations in over 100 countries. SKIDATA Group’s access and parking solutions are used in diverse settings, such as airports, cities, public buildings, park and ride facilities, mountain sports regions, stadiums and arenas as well as attractions. SKIDATA Group is part of the publicly listed Kudelski S.A., the global leader for the development and realisation of digital security systems in the field of information transfer, protection of digital contents and access controls.
In the context of Financial Lead Advice, PwC cooperated with the Company’s management to develop a new financing structure to strengthen liquidity, create greater working capital leeway, and thus support the transition of SKIDATA Group to a Software-as-a-Service provider. The concrete realisation took the form of a refinancing of an export financing through a consortium as well as taking out two subsidised facilities and guarantees / working capital loans.
PwC provided comprehensive advice to SKIDATA Group, from the definition of the financing strategy and a corresponding securities structure, the preparation of figures, mid-term planning and an investment memorandum, banking due diligence and management meetings, to the creation and development of the corresponding term sheets. In the context of the contractual relationship between the Company and the major international banks, PwC provides the quarterly reporting including the reporting on compliance with the agreed covenants.
The PwC team advising on the Debt Advisory Process was led by Manfred Kvasnicka (Partner Refinancing & Restructuring), Maximilian Huber (Director Deal Strategy & Capital Advisory) and Stephan Liske (Senior Manager Deals Strategy & Capital Advisory).
Manfred Kvasnicka (Partner Refinancing & Restructuring) said: “Our advisory service on the financing of SKIDATA Group was focused on creating guaranteed liquidity for the Company’s transformation to a Software-as-a-Service provider. We are very happy to have supported the Company’s strategic development with this borrowed capital transaction.”
PwC supported Constantin Film Group’s (CINEPLEXX cinemas) management in meeting financing needs during the COVID-19 crisis.
Constantin Film Group’s (“Constantin Group”) core business is the operation of cinemas and the rental of motion pictures to movie theatres in Austria and South Eastern Europe. The Group operates a total of 63 CINEPLEXX cinemas and a number of traditional movie theatres, and is the market leader in numerous markets.
The spread of the coronavirus (COVID-19) and the resulting national and international pandemic containment measures gave rise to significant, recurring limitations including closures of Austrian as well as international cinemas as of mid-March 2020.
PwC supported management in planning the expected development during the crisis and establishing measures to counteract the negative external effects. Management consulted PwC in particular when it came to negotiations with financing partners and COFAG on coverage of the Group’s financing needs. PwC continues to support Constantin Film Group with ongoing reporting to banks and necessary adjustments of the planning (displaying unexpected changes during the COVID crisis).
The PwC team was led by Manfred Kvasnicka (Partner, Leader Restructuring & Refinancing). Constantin Film Group was additionally advised by Christian Daxer (Director) and Ralph Haushofer (Manager).
Manfred Kvasnicka (Partner, Leader Restructuring & Refinancing) said: “CINEPLEXX was hit very hard by the lockdowns and further restrictions for movie theatres in the context of the COVID crisis. I am delighted that we were able to find appropriate financing solutions for this difficult situation and implement them in cooperation with management.”
Constantin Film Group’s (“Constantin Group”) core business is the operation of cinemas and the rental of motion pictures to movie theatres in Austria and South Eastern Europe. The Group operates a total of 63 CINEPLEXX cinemas and a number of traditional movie theatres, and is the market leader in numerous markets.
The spread of the coronavirus (COVID-19) and the resulting national and international pandemic containment measures gave rise to significant, recurring limitations including closures of Austrian as well as international cinemas as of mid-March 2020.
PwC supported management in planning the expected development during the crisis and establishing measures to counteract the negative external effects. Management consulted PwC in particular when it came to negotiations with financing partners and COFAG on coverage of the Group’s financing needs. PwC continues to support Constantin Film Group with ongoing reporting to banks and necessary adjustments of the planning (displaying unexpected changes during the COVID crisis).
The PwC team was led by Manfred Kvasnicka (Partner, Leader Restructuring & Refinancing). Constantin Film Group was additionally advised by Christian Daxer (Director) and Ralph Haushofer (Manager).
Manfred Kvasnicka (Partner, Leader Restructuring & Refinancing) said: “CINEPLEXX was hit very hard by the lockdowns and further restrictions for movie theatres in the context of the COVID crisis. I am delighted that we were able to find appropriate financing solutions for this difficult situation and implement them in cooperation with management.”
The leading manufacturer of irrigation components Komet Austria GmbH merged with Trill Impact into a partnership for growth.
The second-generation family-led business Komet has successfully established its position on the international market of irrigation components since its establishment in 1952. Komet’s management will cooperate with Trill Impact to further expand the Company’s global presence.
PwC provided support to Trill Impact as consultant in the fields of Financial and Tax Due Diligence as well as tax structuring. Members of our PwC Advisory team headed by Hannes Orthofer (Partner, Deals) were Bernd Hofmann (Partner, Deals Tax), Erich Koller (Director, Deals Tax) as well as Martin Kugler (Manager, Deals) and William Haywood (Senior Associate, Deals).
The second-generation family-led business Komet has successfully established its position on the international market of irrigation components since its establishment in 1952. Komet’s management will cooperate with Trill Impact to further expand the Company’s global presence.
PwC provided support to Trill Impact as consultant in the fields of Financial and Tax Due Diligence as well as tax structuring. Members of our PwC Advisory team headed by Hannes Orthofer (Partner, Deals) were Bernd Hofmann (Partner, Deals Tax), Erich Koller (Director, Deals Tax) as well as Martin Kugler (Manager, Deals) and William Haywood (Senior Associate, Deals).
PwC advised Wienerberger on acquiring Meridian Brick Group in North America from the previous owners Boral and Lone Start Fund Bricks.
Meridian Brick is a leading company in the US with more than 1,100 employees. The Company produces more than 1.1 billion bricks per year and is thus the largest producer of facade solutions in terms of capacity in the US with a strong market position in Canada. Meridian operates as a leading supplier in important regions including Texas and the South-eastern US, as well as Ontario, Canada’s largest sales market for bricks. The product range includes innovative building envelope systems for residential and commercial applications and renovations. The acquisition of Meridian Brick doubles Wienerberger’s North American business revenues to more than $ 800 million.
Wienerberger Group is one of the world’s leading suppliers of building materials and infrastructure solutions. This transaction was Wienberger’s biggest acquisition within the past 15 years. This acquisition marks a milestone for Wienerberger who positioned itself as market leader for innovative and sustainable facade solutions on the North American market.
The relevant US anti-thrust authority approved of the transaction on 6 October 2021, which is also when the transaction was closed. The Company was acquired via a share deal.
PwC advised Wienerberger on this transaction with an interdisciplinary team on Financial Due Diligence and Purchase Price Allocation (PPA).
PwC’s Hannes Orthofer (Partner Deals), Günther Reiter (Director Deals) and Koen Stam (Senior Manager Deals) took the lead in advising the Financial Due Diligence Process. The advisory team for the Purchase Price Allocation (PPA) was headed by Andreas Fux (Director Deals).
Hannes Orthofer (Partner, Deals) said: “Advising the buyer was focused on identifying the financial risks and opportunities of this strategic acquisition in view of strengthening the market position in North America. We were able to accomplish this to the benefit of the buyer. It’s been fantastic to support Wienerberger Group in successfully acquiring the Meridian Brick Group with our broad expertise in Deals.”
Meridian Brick is a leading company in the US with more than 1,100 employees. The Company produces more than 1.1 billion bricks per year and is thus the largest producer of facade solutions in terms of capacity in the US with a strong market position in Canada. Meridian operates as a leading supplier in important regions including Texas and the South-eastern US, as well as Ontario, Canada’s largest sales market for bricks. The product range includes innovative building envelope systems for residential and commercial applications and renovations. The acquisition of Meridian Brick doubles Wienerberger’s North American business revenues to more than $ 800 million.
Wienerberger Group is one of the world’s leading suppliers of building materials and infrastructure solutions. This transaction was Wienberger’s biggest acquisition within the past 15 years. This acquisition marks a milestone for Wienerberger who positioned itself as market leader for innovative and sustainable facade solutions on the North American market.
The relevant US anti-thrust authority approved of the transaction on 6 October 2021, which is also when the transaction was closed. The Company was acquired via a share deal.
PwC advised Wienerberger on this transaction with an interdisciplinary team on Financial Due Diligence and Purchase Price Allocation (PPA).
PwC’s Hannes Orthofer (Partner Deals), Günther Reiter (Director Deals) and Koen Stam (Senior Manager Deals) took the lead in advising the Financial Due Diligence Process. The advisory team for the Purchase Price Allocation (PPA) was headed by Andreas Fux (Director Deals).
Hannes Orthofer (Partner, Deals) said: “Advising the buyer was focused on identifying the financial risks and opportunities of this strategic acquisition in view of strengthening the market position in North America. We were able to accomplish this to the benefit of the buyer. It’s been fantastic to support Wienerberger Group in successfully acquiring the Meridian Brick Group with our broad expertise in Deals.”
With the help of PwC (Financial and Tax Due Diligence), the Czech AGROFERT Group made a binding offer for the acquisition of the nitrogen business of Borealis including plant nutrients, melamine, and technical nitrogen products.
The AGROFERT Group comprises more than 200 companies operating in various sectors such as chemistry, agriculture and food production. One of the European market leaders for the production of nitrogen fertilizers, AGROFERT is planning to expand its customer care capacities all over Europe by taking over Borealis’ production facilities in Austria, Germany and France and Borealis’ wide-spread distribution network along the Danube.
The transaction is subject to certain conditions and official approval, and is expected to be closed at the start of 2023.
The PwC team advising AGROFERT on the financial and tax matters of the planned transaction was headed by Hannes Orthofer (Partner, Deals) and cooperated closely with the PwC Tax team led by Bernd Hofmann (Partner, Deals Tax). The PwC core team also included Günther Reiter (Director), Martin Kugler (Manager) and Emil Slavchev (Manager) from Deals/Financial Due Diligence as well as Erich Koller (Director) from Deals Tax.
The AGROFERT Group comprises more than 200 companies operating in various sectors such as chemistry, agriculture and food production. One of the European market leaders for the production of nitrogen fertilizers, AGROFERT is planning to expand its customer care capacities all over Europe by taking over Borealis’ production facilities in Austria, Germany and France and Borealis’ wide-spread distribution network along the Danube.
The transaction is subject to certain conditions and official approval, and is expected to be closed at the start of 2023.
The PwC team advising AGROFERT on the financial and tax matters of the planned transaction was headed by Hannes Orthofer (Partner, Deals) and cooperated closely with the PwC Tax team led by Bernd Hofmann (Partner, Deals Tax). The PwC core team also included Günther Reiter (Director), Martin Kugler (Manager) and Emil Slavchev (Manager) from Deals/Financial Due Diligence as well as Erich Koller (Director) from Deals Tax.
The international technology group ANDRITZ acquired Bonetti Group headquartered in Milan, Italy. PwC supported ANDRITZ with this transaction in Financial and Tax Due Diligence and provided consulting services on financial and tax matters of the purchase agreement.
Bonetti is a global manufacturer and supplier of doctor, creping and coater blades as well as blade holders and also provides maintenance services for paper machines. Bonetti is a very well-renowned brand on the global paper machines market and is known for its high-quality technology products. The Company operates five production sites, two of which in Italy (Lainate, Milan and Cantalupo, Varraze), one in Sturtevant, WI, USA, one in Hagen, Germany, and one in St. Louis de France, Canada.
This acquisition broadens and strengthens ANDRITZ’s service solutions business and complements its product range in the paper machines service solutions field.
PwC assisted ANDRITZ with this transaction with an international team of Financial Due Diligence and M&A Tax experts. The core team were Hannes Orthofer (Partner, Deals) who led the engagement and Georg Erdelyi (Partner, M&A Tax) in close cooperation with colleagues from PwC Italy.
Bonetti is a global manufacturer and supplier of doctor, creping and coater blades as well as blade holders and also provides maintenance services for paper machines. Bonetti is a very well-renowned brand on the global paper machines market and is known for its high-quality technology products. The Company operates five production sites, two of which in Italy (Lainate, Milan and Cantalupo, Varraze), one in Sturtevant, WI, USA, one in Hagen, Germany, and one in St. Louis de France, Canada.
This acquisition broadens and strengthens ANDRITZ’s service solutions business and complements its product range in the paper machines service solutions field.
PwC assisted ANDRITZ with this transaction with an international team of Financial Due Diligence and M&A Tax experts. The core team were Hannes Orthofer (Partner, Deals) who led the engagement and Georg Erdelyi (Partner, M&A Tax) in close cooperation with colleagues from PwC Italy.
PwC advised the owner of NAVAX Group on the sale of a majority shareholding to the private equity fund Maguar.
NAVAX is a leading software and IT services provider supporting customers on the German, Austrian and Swiss markets (DACH region) with optimisation and digitalisation of their processes with Microsoft Dynamics Software-Suite solutions and individual software solutions such as “HENRI”, a proprietary software for the financial services and leasing sector. NAVAX assists a loyal customer base with more than 250 full-time employees at 8 branch offices in Austria and Germany with SaaS solutions, consulting and implementing services. The Company is the leading Microsoft Dynamics Partner in Austria and a certified Microsoft Gold Partner in multiple categories.
The Company was presented to selected investors in a structured sales process. Maguar Capital Partners, a Munich-based private equity investor specialised on B2B software investments in the DACH region, was chosen as the best investor. The transaction was closed as a share deal. The agreement was signed in July 2021.
PwC’s interdisciplinary team provided comprehensive advice to the vendor of this transaction, starting with the M&A sales process, the tax structuring and legal advice up to the creation of a fact book.
The PwC team advising on the M&A transaction was led by Gregor Zach (Partner M&A), Yanfen Chen and Florian Rukover (Senior Manager M&A) and Maria Fujkova (Manager M&A). The fact book and vendor assistance were created and provided by Hannes Orthofer (Partner Transaction Services), Georg Schabetsberger (Senior Manager Transaction Services) and Benjamin Pichlmaier (Senior Associate Transaction Services). Tax structuring was advised by Rudolf Krickl (Partner Tax) and Franz Rittsteuer (Director Tax) while Georg Erdelyi (Partner Tax) advised on tax due diligence.
Gerald Eibisberger (Partner, Deals Leader) said: “Vendor assistance was focused on making use of the most favourable M&A market momentum as well as tax structuring. Both were realised to the benefit of the vendor. We are delighted about having been given the opportunity to advise the owner on the successful sale of NAVAX with our broad expertise in Deals.
NAVAX is a leading software and IT services provider supporting customers on the German, Austrian and Swiss markets (DACH region) with optimisation and digitalisation of their processes with Microsoft Dynamics Software-Suite solutions and individual software solutions such as “HENRI”, a proprietary software for the financial services and leasing sector. NAVAX assists a loyal customer base with more than 250 full-time employees at 8 branch offices in Austria and Germany with SaaS solutions, consulting and implementing services. The Company is the leading Microsoft Dynamics Partner in Austria and a certified Microsoft Gold Partner in multiple categories.
The Company was presented to selected investors in a structured sales process. Maguar Capital Partners, a Munich-based private equity investor specialised on B2B software investments in the DACH region, was chosen as the best investor. The transaction was closed as a share deal. The agreement was signed in July 2021.
PwC’s interdisciplinary team provided comprehensive advice to the vendor of this transaction, starting with the M&A sales process, the tax structuring and legal advice up to the creation of a fact book.
The PwC team advising on the M&A transaction was led by Gregor Zach (Partner M&A), Yanfen Chen and Florian Rukover (Senior Manager M&A) and Maria Fujkova (Manager M&A). The fact book and vendor assistance were created and provided by Hannes Orthofer (Partner Transaction Services), Georg Schabetsberger (Senior Manager Transaction Services) and Benjamin Pichlmaier (Senior Associate Transaction Services). Tax structuring was advised by Rudolf Krickl (Partner Tax) and Franz Rittsteuer (Director Tax) while Georg Erdelyi (Partner Tax) advised on tax due diligence.
Gerald Eibisberger (Partner, Deals Leader) said: “Vendor assistance was focused on making use of the most favourable M&A market momentum as well as tax structuring. Both were realised to the benefit of the vendor. We are delighted about having been given the opportunity to advise the owner on the successful sale of NAVAX with our broad expertise in Deals.
PwC advised the owner on the sale of TPS, Technik-Personal-Service, Personalbereitstellungs- und Handels-GmbH to Zellner Personal Lösungen GmbH.
It was especially important to the owner and CEO, Mr Leupert, to see TPS in good and trusted hands after the transaction. The 100% sale was closed as a share deal. The purchase agreement was signed in January 2021.
PwC’s Gregor Zach (Director M&A), Eike Böljes (Manager M&A) and Maximilian Körner (Senior Associate M&A) took the lead in the M&A sales process. PwC Legal, headed by Christian Öhner (Partner Legal) and Matthias Trummer (Senior Manager Legal), provided legal assistance to the transaction.
Gerald Eibisberger (Partner, Deals Leader) said: “We are proud to have successfully closed another transaction in the field of personnel service provision. We were able to provide both M&A process consulting and legal consulting and thus provide the vendor with comprehensive assistance.”
It was especially important to the owner and CEO, Mr Leupert, to see TPS in good and trusted hands after the transaction. The 100% sale was closed as a share deal. The purchase agreement was signed in January 2021.
PwC’s Gregor Zach (Director M&A), Eike Böljes (Manager M&A) and Maximilian Körner (Senior Associate M&A) took the lead in the M&A sales process. PwC Legal, headed by Christian Öhner (Partner Legal) and Matthias Trummer (Senior Manager Legal), provided legal assistance to the transaction.
Gerald Eibisberger (Partner, Deals Leader) said: “We are proud to have successfully closed another transaction in the field of personnel service provision. We were able to provide both M&A process consulting and legal consulting and thus provide the vendor with comprehensive assistance.”
OMV, the international, integrated oil and gas company based in Vienna, and VERBUND, Austria’s largest electricity generator and one of Europe’s largest producers of electricity from hydropower, agreed on the acquisition of OMV’s 51% share in Gas Connect Austria GmbH by VERBUND. The agreed-upon purchase price for OMV’s 51% share in Gas Connect Austria GmbH was EUR 271 million.
The natural gas high-pressure pipeline grid approximately 900 kilometres long and a sold transport capacity of 143 billion cubic meters per year, Gas Connect Austria has established itself as an important player in the European natural gas network.
This transaction allows OMV to follow its strategy of withdrawing from the regulated gas transport business and to pursue an active portfolio management to continue its profitable growth. For this transaction, PwC acted as a consultant for the valuation of Gas Connect Austria in the sales process.
PwC’s core team for this transaction were Gerald Eibisberger (Partner and Leader Deals Austria), Felix Wirth (Partner, Valuation Modelling & Analytics) and Viktoria Gass (Senior Manager, Valuation Modelling & Analytics).
The natural gas high-pressure pipeline grid approximately 900 kilometres long and a sold transport capacity of 143 billion cubic meters per year, Gas Connect Austria has established itself as an important player in the European natural gas network.
This transaction allows OMV to follow its strategy of withdrawing from the regulated gas transport business and to pursue an active portfolio management to continue its profitable growth. For this transaction, PwC acted as a consultant for the valuation of Gas Connect Austria in the sales process.
PwC’s core team for this transaction were Gerald Eibisberger (Partner and Leader Deals Austria), Felix Wirth (Partner, Valuation Modelling & Analytics) and Viktoria Gass (Senior Manager, Valuation Modelling & Analytics).
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