Recent Transactions
Transcription
Recent Transactions
Confidential Pragma Corporate Finance PRAGMA Harman Sokak • Harmancı Giz Plaza Kat: 6 – 10 A No:20 • 34410 • Levent • Istanbul • TURKEY Tel: +90.212.324.6060 • Fax: +90.212.324.5959 www.pragma.com.tr PRAGMA Table of Contents Page Section 1 Pragma Overview 3 Annex Recent Transactions Completed by Pragma 13 2 Confidential Pragma Overview Section 1 PRAGMA Harman Sokak • Harmancı Giz Plaza Kat: 6 – 10 A No:20 • 34410 • Levent • Istanbul • TURKEY Tel: +90.212.324.6060 • Fax: +90.212.324.5959 www.pragma.com.tr PRAGMA Pragma Pragma is an investment banking firm specialized in mergers & acquisitions and privatizations advising multinational and Turkish clients 61 completed transactions since 2005 with total deal size in excess of US$4.5 bn Leading M&A advisor in Turkey with 46 completed M&A and 3 project finance transactions since January 2008 M&A Transactions 2008 - 2014 (number of deals) 46 38 Advised leading Turkish groups such as Akkök, Borusan, Boyner, Doğan, Koç, Ülker and Yaşar Advised leading international companies such as AngloAmerican, Banque Populaire, Bostik, CRH, DP World, Erste, Mars, Mondi, Vienna Insurance Group, SGS and Thyssen Krupp Completed and on-going transactions with leading regional private equity funds 33 32 22 Pragma #2 #3 #4 #5 Source: mergermarket Note: Excludes advisory to sister company clients within the same group Section 1: Pragma Overview 4 PRAGMA Turkish Transaction Record of Pragma Minority Shareholders acquired 80% of sold 100% of acquired 100% of acquired majority stake in to 2014 Advisor to the Seller 2014 Advisor to the Seller acquired 100% of acquired 100% of 2014 Advisor to the Seller 2013 Advisor to the Seller Section 1: Pragma Overview 2014 sold 100% of its leasing subsidiary in Turkey, RBS Finansal Kiralama to Delfin Holding Advisor to the Seller 2014 Advisor to the Seller acquired 50% of acquired 50% of 2013 Advisor to the Seller 2013 Advisor to the Seller acquired 45% of from 2014 2014 Advisor to the Buyer Advisor to the Seller acquired 100% of acquired 51% of 2013 Advisor to the Seller 2013 Advisor to the Seller 5 PRAGMA Turkish Transaction Record of Pragma acquired 50% of Sold 100% of acquired 100% of to Evrencik WEPP Project (120 MW) from acquired 99% stake in acquired 100% stake in acquired 100% stake in Group Sibel RES (80MW) advisor to the Sellers 2012 Advisor to Seller 2013 Advisor to the Seller 2013 Advisor to the Seller 2013 Advisor to Seller 2012 Advisor to Buyer 2012 Advisor to Seller acquired 60% stake in acquired acquired 80% stake in won the PPP tender for acquired minority stake in 2012 Advisor to Seller Section 1: Pragma Overview 2012 Advisor to Seller 2012 Advisor to Seller acquired majority stake of AE Arma-Elektropanç Konya Karatay Integrated Health Campus* 2012 Advisor to Seller 2012 Advisor to Buyer 2012 Advisor to Seller * Deal is not closed 6 PRAGMA Turkish Transaction Record of Pragma acquired 50 MW Balabanlı Wind Energy Power Plant Project from won the PPP tender for acquired 80% of acquired Group 2011 Advisor to Seller 2011 Advisor to Buyer won the PPP tender for 2011 Advisor to Seller acquired 100% of Kayseri Integrated Health Campus Manisa Training and Research Hospital* 2011 Advisor to Buyer 2011 Advisor to Buyer 2011 Advisor to Buyer * Deal is not closed acquired 47% of acquired acquired 49.4% of provided equity and debt financing to raised project finance acquired majority stake of Enerji (163MW Kemah HEPP) € 47.3 million 2010 Advisor to Buyer 2010 Advisor to the Company US$ 42.4 million 2011 Advisor to Seller Section 1: Pragma Overview 2011 Advisor to Seller 2010 Advisor to Seller 2010 Advisor to Seller 7 PRAGMA Turkish Transaction Record of Pragma acquired acquired %37.4 of acquired acquired 94.3% of acquired 46% of Elektromekanik Menkul Değerler A.Ş. raised Debt Finance Sakarya Electricity Distribution Co. US$ 600 million 2009 Advisor to Buyer 2009 Advisor to Buyer € 18.5 million US$ 303 million 2009 Advisor to Seller from Dogan Holding and public shareholders US$ 147.4 million 2009 Advisor to Seller 2009 Advisor to Company 2007 – 2011 Advisor to Buyer Münir Şahin owned by acquired a stake of acquired 46% of acquired 60% of acquired acquired 100% of Betasan acquired 30% of 2008 Advisor to Seller 2008 Advisor to Seller €50 million US$ 44 million 2009 Advisor to Seller Section 1: Pragma Overview 2009 Advisor to Seller 2008 Advisor to Seller 2008 Advisor to Seller 8 PRAGMA Turkish Transaction Record of Pragma acquired 100% of acquired 100% of acquired 50% of acquired acquired 51% of its shares from Elektromekanik raised Debt Finance US$ 270 million* 2008 Advisor to Seller US$ 18 million € 30 million 2008 Advisor to Buyer 2007 Advisor to Buyer 2007 Advisor to Seller 2007 Advisor to Buyer 2007 Advisor to Company acquired acquired acquired acquired Yarımca Porselen from acquired 51% of its shares from US$ 82 million 2005 Advisor to Seller 2005 Advisor to Seller subsidiary Yarımca Port acquired sanpan US$ 105.0 million 2006 Advisor to Buyer Section 1: Pragma Overview 2006 Advisor to Buyer 2005 Advisor to Buyer 2005 Advisor to Seller 9 PRAGMA Selected Multinational Clients of Pragma Section 1: Pragma Overview Leading Czech energy company with revenues of €7bn Leading Austrian insurance group in Central and Eastern Europe with gross written premiums of €8.2bn Leading electricity distribution and infrastructure services company with US$9bn revenues and 7 million customers Leading European chemical product distribution company with €1bn revenues RWE Innogy: RWE’s renewables arm, 2.1 GW operational projects and 20GW project pipeline European materials services & distribution company with €6bn revenues Germany’s 3rd largest energy company with its 6 million customers and more than €17bn revenues Leading European financial group with €13bn book value Leading energy and chemicals company with €131bn revenues One of the largest Far Eastern financial services company with US$13bn book value Leading European construction materials producers with revenues of US$16bn Worldwide known food comapny with revenues of US$30bn Global mining conglomerate with revenues of US$32bn Leading packaging company in Central Europe with €2bn sales One of the world’s largest container port terminal operators with a global capacity of more than 50mn TEU Leading integrated packaging and paper company with revenues of €5.3bn Third largest commercial bank in France with total assets of US$300bn Leading European cable company with revenues of €1.6 bn 10 PRAGMA Buy – Side Privatization Credentials of Pragma Client Section 1: Pragma Overview Description Date Transaction Leading Turkish energy company 2008 Akenerji is the winner of Sedas tender (Size: US$600 mn) World’s 3rd largest port operator 2005 Privatization of Mersin port (Size: US$750 mn) The 11th largest steel company in the world 2005 Joint advisor in the privatization of Erdemir (Size: US$2.77 bn) Leading inspection company in the world 2004 Privatization of vehicle inspection services (Size: US$613 mn) 11 PRAGMA Selected Clients Section 1: Pragma Overview 12 Confidential Recent Transactions Completed by Pragma Annex PRAGMA Harman Sokak • Harmancı Giz Plaza Kat: 6 – 10 A No:20 • 34410 • Levent • Istanbul • TURKEY Tel: +90.212.324.6060 • Fax: +90.212.324.5959 www.pragma.com.tr PRAGMA Recent Transactions sold 100% of to 2014 Advisor to the Seller Arvato acquired Ogli Lojistik Dış Ticaret ve E Ticaret Hizmetleri Ltd.Şti ("OGLI") from Otto Group. OGLI is the leading e-commerce logistics services provider for online retailers in Turkey. OGLI provides logistics services including orders handling, packaging, quality control, storage, returns management and value added services to leading customers in various verticals. OGLI has a site of 8,500 sqm in Istanbul, where it employs 150 people and can handle up to 50,000 orders per day. Arvato, a subsidiary of Bertelsmann, is a global provider of Business Process Outsourcing services supporting corporate clients across a wide range of industries in nearly 40 countries. Arvato has been present in Turkey since 2004 and employs 2,000 people in 7 locations, providing CRM, supply chain management and IT services to its clients. Based in Germany, Otto Group is one of the largest retail and e-commerce groups in the world with operations in 20 countries and more than 120 companies. Otto Group has more than 54,000 employees worlwide and posted revenues of EUR 14.0 billion in 2013. Pragma acted as the exclusive financial advisor to Otto Group in this transaction. Günsan Elektrik Malzemeleri Sanayi ve Ticaret A.Ş. ("Günsan") shareholder Gün family has signed a sale and purchase agreement to sell its 100% stake in Günsan to Schneider Electric. Established in 1982, Günsan is engaged in manufacture of wide range of switch and socket products, group sockets and accessories such as grounded plugs, sockets and trade of miniature circuit breakers and fuse boxes. The company generated revenues of approximately USD 50 million in year 2013. Employing over 300 employees, Günsan has around 60 distributors in the domestic market and around 90 distributors in more than 50 different countries. As a global specialist in energy management with operations in more than 100 countries, Schneider Electric offers integrated solutions across multiple market segments, including leadership positions in energy and infrastructure, industrial processes, building automation, and data centres/networks, as well as a broad presence in residential applications. Headquartered in France, Schneider Electric's 150,000 plus employees achieved sales of 24 billion euros in 2013. Pragma acted as the exclusive financial advisor to Günsan and Gün family in this transaction. PRAGMA acquired 100% of 2014 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 14 PRAGMA Recent Transactions STP Gıda Sanayi ve Ticaret A.Ş. ("Özsüt") shareholders and Infinity Invest Holding have signed a share purchase and shareholders agreement regarding majority stake sale in Özsüt. Pragma acted as the exclusive financial advisor to Özsüt in this transaction. Established in 1938 in Izmir, Özsüt is one of the leading food producers and café/patisserie chains in Turkey. Özsüt has close to 200 stores in 45 cities of Turkey, as well as in Northern Cyprus and Azerbaijan; almost all of which is operated by its franchises. Özsüt produces cakes, dairy desserts, bakery products, ice cream, chocolate and light snack meals in its facility in Izmir and delivers them daily to its stores. Founded in 1984, Infinity Invest Holding is one of the major groups in Turkey with investments in energy and consumer sectors. The portfolio of Infinty Invest Holding includes Delta Rubis (the largest independent fuel storage facility in the Mediterranean) DB Tarımsal Enerji (sole producer of biodiesel in Turkey), Delta Akaryakıt and Antoil Akaryakıt (fuel distribution companies). Infinity Invest Holding is the partner of Caffè Nero in Turkey and the operator of its 50+ stores. Caffè Nero is a major coffe chain with over 600 stores globally The Royal Bank of Scotland (“RBS”), the leading UK based financial institution, has sold its 100% equity stake in its leasing subsidiary in Turkey, RBS Finansal Kiralama AŞ to Delfin Holding. RBS is the third largest bank in the United Kingdom with total assets of £1.0 trillion in 2013. Headquartered in Edinburgh, RBS operates in the United Kingdom, Europe, the Middle East, the Americas and Asia, serving over 24 million customers worldwide. During late 2007, RBS successfully led the consortium bid for ABN AMRO and commenced its current operations in Turkey through this acquisition. RBS Group provides corporate and investment, transaction banking services in addition to structured lending and treasury services in Turkey. RBS Finansal Kiralama, established in 1999, is a leasing company in Turkey. RBS Finansal Kiralama operates with its license obtained from Banking Regulation and Supervision Agency. 2014 Advisor to the Seller Delfin Holding is an investment company based in Istanbul, Turkey. PRAGMA Pragma acted as the exclusive financial advisor of RBS in this transaction. Acquired majority stake in 2014 Advisor to the Seller PRAGMA sold 100% of its leasing subsidiary in Turkey, RBS Finansal Kiralama to Delfin Holding Annex: Recent Transactions Completed by Pragma 15 PRAGMA Recent Transactions The Minority Shareholders of AE Arma-Elektropanc acquired 80% equity shareholding in the Company from Imtech N.V.. AE Arma-Elektropanc, with over 1,200 employees, is one of the leading electrical, electronical, mechanical services contracting companies in the region surrounding Turkey, Middle East, Russia and various former Soviet Republics. AE Arma-Elektropanc has successfully completed electrical, electronical, HVAC and mechanical works with a total area of 7 million squaremeters. Imtech is a leading European technical services provider in the fields of electrical solutions, ICT (information communication technology) and mechanical solutions. Imtech has revenues of 7.2 billion Euros. The Minority Shareholders of AE Arma-Elektropanc acquired 80% equity shareholding in the Company from Imtech N.V.. Pragma acted as the financial advisor of the Minority Shareholder in this transaction PSP Investments (“PSP”) acquired 45% of Polat Enerji, Turkey's leading renewable energy company. Polat Enerji was founded by Mr. Adnan Polat in 1999. EDF Energies Nouvelles, the international renewable energy company ("EDF EN"), acquired 50% of Polat Enerji in 2008. Polat Enerji owns and operates the largest wind energy power plant portfolio in Turkey with its installed capacity of around 350 MW. Once the power plants under construction are put into full operation, Polat Enerji will reach 600 MW of installed capacity with an annual generation of 2 billion kWh. Following the transaction, Polat Enerji is now owned 45% by PSP, 45% by EDF EN and 10% by Batiyel Enerji, an entity controlled by Mr. Adnan Polat. PSP is one of Canada's largest pension investment managers, with US$70 billion of assets under management. The Investor manages investments in private equity, real estate, infrastructure and renewable resources. Pragma acted as the exclusive financial advisor to the sellers in this transaction. Minority Shareholders Acquired 80% of from 2014 Advisor to the Buyer PRAGMA Acquired 45% of 2014 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 16 PRAGMA Recent Transactions Arlight Aydınlatma A.Ş. ("Arlight") shareholder Arlı family has signed a sale and purchase agreement to sell its 100% stake in Arlight to AB Fagerhult ("Fagerhult"). Established in 1991, Arlight is a leading manufacturer of lighting fixtures and solutions in Turkey. The company is a pioneer in the Turkish market with regards to the development of LED based lighting systems and already added a wide range of LED products into its product portfolio. Example application areas include commercial offices, educational buildings, hospitals, shopping malls and airports. The company’s headquarters and manufacturing facilities are located in Ankara, and the company employs around 160 personnel. Around 20% of Arlight’s turnover is comprised of exports. Established in 1945 in Sweden, Fagerhult is one of Europe’s leading lighting groups, with approximately €350 million in revenues, 2,200 employees and operations in approximately 20 countries. The group owns strong lighting brands such as Fagerhult, LTS Licht & Leuchten, Ateljé Lyktan, Eagle Lighting, Designplan Lighting and Whitecroft Lighting. Fagerhult is listed on the Nasdaq OMX Nordic Exchange in Stockholm and the majority of the shares of the company is owned by Swedish investment group Investment AB Latour. Pragma acted as the exclusive financial advisor to Arlight and Arlı family in this transaction. PineBridge acquired a 50% equity stake in Romatem, leading physical therapy and rehabilitation services chain in Turkey. Established in 2005, Romatem is the leading physical therapy and rehabilitation services chain in Turkey. Romatem has successfully grown from a single facility in Samsun to a network of four facilities in three major cities of Turkey. Romatem has a team of over 325 professionals, and it provided over 347,000 treatments to approximately 52,000 patients in 2013. PineBridge is a global asset manager with nearly 60 years of experience in emerging and developed markets.PineBridge has approximately US$ 73.5 billion in asset under management for institutional and individual clients. 2013 Pragma acted as the exclusive financial advisor of Romatem in this transaction. Advisor to the Seller Pragma successfully completed 58 mergers & acquisitions and project finance transactions worth close to US$ 4.5 billion since 2005. Pragma acted as the financial advisor of the Minority Shareholder in this transaction acquired 100% of 2014 Advisor to the Seller PRAGMA * Acquisition of 50% share in PRAGMA Annex: Recent Transactions Completed by Pragma 17 PRAGMA Recent Transactions Essentra acquired 100% stake in Mesan Kilit on 30 December 2013. Pragma acted as the exclusive financial advisor of Mesan Kilit shareholders in this transaction. Established in 1979, Mesan Kilit is engaged in manufacture and sale of industrial locks and components used in industrial locks and hinges consisting of stainless steel products, handles and accessories for electricelectronic, transportation, railway, automotive and machinery industries. Mesan Kilit offers more than 400 products in Turkey and more than 60 countries. The company generated revenues of approximately USD 23 million in year 2013. Essentra plc is a FTSE 250 company and a leading international supplier of speciality plastic, fibre, foam and packaging products. Through its four principal operating divisions, Essentra focuses on the light manufacture and distribution of high volume, essential components which serve customers in a wide variety of end-markets and geographies. Headquartered in the United Kingdom, Essentra's global network extends to 29 countries and includes c. 5,500 employees, 42 principal manufacturing facilities, 64 sales & distribution operations and 5 research & development centers. The company generated revenues of approximately USD 1.05 billion in year 2012. Kemal Kükrer shareholders Gülel family and Ajinomoto have signed a share purchase and shareholders agreement regarding 50% share partnership in Kemal Kükrer for approx. TL 60 million. Pragma acted as the exclusive financial advisor of Kemal Kükrer in this transaction. Established in 1915, Kemal Kükrer is a premium food brand in Turkey. Kemal Kükrer’s product portfolio includes vinegars, sour and hot sauces, pickled products and fruit syrups. Kemal Kükrer’s products reach more than 30,000 points of sale in the Turkish market and more than 20 countries in the export markets. Kemal Kükrer has 175 employees and recorded net sales of TL 33 million in 2012. Founded in 1909 in Japan, Ajinomoto is a global manufacturer of high-quality seasonings, processed foods, beverages, amino acids, pharmaceuticals and specialty chemicals. Ajinomoto has operations in 130 countries, and had net sales of JPY 1,172 billion (USD 12 billion) in 2012. Acquired 100% of 2013 Advisor to the Seller PRAGMA Acquired 50% share in 2013 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 18 PRAGMA Recent Transactions Acquired 100% of 2013 Rultrans Transmisyon (“Rultrans”) shareholder Çukurel family, have signed a sale and purchase agreement to sell their 100% stake in Rultrans to Megadyne SpA (“Megadyne”). Pragma acted as the exclusive financial advisor of Çukurel family in this transaction. Established in 1981, Rultrans is the leading distributor of power transmission belts as well as a producer of PVC and PU coated conveyor belts in Turkey. Rultrans has over 100 employees in its production facility in İzmir and offices in İstanbul, Bursa, Adana and Çorlu. Rultrans serves a wide range of industries including food, automotive, tobacco, logistics, textile and paper & printing, and exports its products to more than 40 countries. Established in 1957 in Italy, Megadyne is one of the leading producers of polyurethane belts, rubber belts and pulleys with consolidated revenues of over 200 million Euros and 1,400 employees. Megadyne has production plants in Italy, France, Germany, USA, Spain and China. Megadyne is majority owned by the founding Tadolini family and partly invested by Fondo Italiano d'Investimento, a private equity fund. As part of the transaction, Çukurel family has acquired a minority stake in Megadyne. Mars Logistics Group (“Mars”) shareholders and Hitachi Transport System (“HTS”) have signed a share purchase and shareholders agreement regarding 51% share sale in Mars. Pragma acted as the exclusive financial advisor of Mars in this transaction Established in 1989, Mars is a leading logistics company in Turkey providing services in international land transportation, warehousing, air & sea forwarding, etc. Mars has recently introduced multimodal solutions further strengthening its coverage in Europe. Mars’ client portfolio of over 8,000 accounts includes but is not limited to the leading multinational companies such as Renault, Inditex, Mango, Bosch Siemens, Daikin, L’Oreal and Atlas Copco. HTS, a subsidiary of Hitachi, one of the World’s largest holding companies, is a leading Japanese logistics company. With consolidated revenues of over 5 billion Euros, HTS carries out its operations through its 27 companies and 364 offices in Japan and 73 companies and 343 offices outside of Japan. As of the end of March 2013, total consolidated asset size of HTS was around 3.1 billion Euros. Advisor to the Seller PRAGMA Acquired 51% of 2013 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 19 PRAGMA Recent Transactions Acquired 100% of ADM Capital, Gençoğlu Holding and Penguen have signed a sale and purchase agreement to sell their 100% stake in Penkon for an enterprise value Euro 36.5 million. Pragma acted as the exclusive financial advisor of the sellers in this transaction. Penkon is a leading fruit concentrate producer in Turkish and export markets. The Company has a facility in Çivril, Denizli which has a processing capacity of 100,000 tons per year. The transaction will involve, ADM Capital, a private equity fund investing in Asia and Central and Eastern Europe with USD 1.6 billion in assets under management USD 450 million invested in Turkey, Penguen, the leading frozen and canned food producer in Turkey and Gençoğlu Holding, the major shareholder of Penguen transferring their shares to Anadolu Etap. Anadolu Etap, owned jointly by Anadolu Group, is part of one of the largest conglomerates in Turkey, Özgörkey Holding, active in the beverage industry as well as printing and packaging, and the Cutrale Group, one of the largest global fruit juice producers, which is engaged in fruit plantation and production of fruit purees and concentrates and is one of the leading suppliers of the fruit juice sector in Turkey and worldwide. KoçSistem, the leading IT services company owned by Koç Group, has sold its 100% equity stake in its call center subsidiary, CallUs. Pragma acted as the exclusive financial advisor of KoçSistem in this transaction. Koç Group is the largest industrial conglomerate in Turkey with operations in a wide range of sectors. CallUs, owned by KoçSistem, IT services subsidiary of Koç Group, is the fourth largest call center company in Turkey with its two locations in Istanbul and Samsun and serves to important clients such as Vodafone Turkey and several leading companies within Koç Group. CallUs continues its operations with its 1,850 seat capacity and over 1,400 employees. Comdata is the leading Italian business process outsourcing company with revenues of Eur 260 million and over 9,000 employees. Comdata provides services of contact center, help desk, back office, credit management and document management and is present in 12 operational hubs in Italy, Romania, Czech Republic, Argentina and now 2 further hubs in Turkey following its acquisition of CallUs. 2013 Advisor to the Seller PRAGMA Sold 100% of to 2013 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 20 PRAGMA Recent Transactions acquired 50% of STFA acquired 50% of Evrencik Rüzgar Enerjisinden Elektrik Üretim Ltd. owned by RES Group. Pragma acted as sell-side financial advisor to RES Group in this transaction. Evrencik Rüzgar Enerjisinden Elektrik Üretim Ltd. Şti. owns 120 MW Evrencik Wind Energy Power Plant Project (“WEPP”). Evrencik WEPP is located in Kırklareli province in Marmara region. The project obtained electricity generation license from EMRA on February 9, 2012. STFA Yatırım Holding A.Ş. is a leading conglomerate based in Turkey with activities in construction, natural gas distribution, construction equipment, construction chemicals and real estate in 16 countries in MENA region. RES Group is a leading global renewable energy group. RES has built over 6,000 MW of wind projects globally. OYAK, Turkey’s largest privately-owned pension fund, acquired 100% equity stake in Akdeniz Kimya, leading producer of PVC additives & specialty chemicals in Turkey. OYAK (Turkish Armed Forces Assistance and Pension Fund) is a corporate entity subject entirely to the provisions of private law and is financially and administratively autonomous. OYAK acts as an insurance company and also as a financial institution that provides its members with the financial support in the form of credit products. As of 2011, OYAK had close to 270,000 members and an equity base of more than USD 7.3 billion. The group has more than 60 subsidiaries in various sectors including steel production, cement, logistics, automotive, defense, construction and services. Akdeniz Kimya, established in 1976, is the leading producer of additives for the PVC industry in Turkey. The product portfolio of the company includes calcium-zinc and lead based heat stabilizers, acrylic impact modifiers and processing aids. With more than 450 employees and revenues of around USD 190 million in 2011 according to Istanbul Chamber of Industry, the company is the market leader in Turkey and holds significant market share in high growth countries in regions including CIS, Middle East and Africa. The head office and the integrated production facilities of the company are based in Izmir. Evrencik WEPP Project (120 MW) from 2013 Advisor to the Seller PRAGMA acquired 100% stake in 2012 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 21 PRAGMA Recent Transactions Pragma acted as the sell side advisor for 100% sale of shares in Sibel RES Elektrik Üretim A.Ş. Sibel RES Elektrik Üretim A.Ş. owns 80 MW Sibel RES wind energy power plant project. Sibel RES is located within the borders of both İzmir and Manisa provinces. The project is expected to commence operations in the second half of 2014. Sibel RES already obtained electricity generation license from EMRA on November 23, 2011 which is valid for 49 years. Boydak Enerji, one of the group companies of Boydak Holding, has activities in renewable energy generation since 2010. Total capacity of Boydak Enerji has reached to 415 MW after the acquisition of Sibel RES Elektrik Üretim A.Ş. Boydak Enerji targets to increase its total size to 500 MW until 2015, and even further increase to 1,000 MW until 2017. Asseco, one of Europe's largest software vendors, signed an agreement with the shareholders of Sigma to acquire a 99% stake in the company. Sigma is a leading software provider to the finance, public and telco industries in Turkey. It provides various customized solutions to its clients, such as Asset and Spend Management, Lease and Asset Management and Process and Content Management. Asseco is a Poland based IT group. With revenues of US$1.6 billion and over 8,000 employees, it is one of the largest software vendors in Europe. It offers various IT services to its clients in banking, healthcare, insurance, public administration, telco and utilities sectors in Europe, Israel, USA, Japan, and Canada. acquired 100% stake in Sibel RES (80MW) 2012 Advisor to the Seller PRAGMA acquired 99% stake in 2012 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 22 PRAGMA Recent Transactions Carlyle, one of the world’s largest private equity funds, signed an agreement with the shareholders of Penti to acquire a minority stake in the company Penti, with revenues of over US$150 million, is the leading player in the Turkish hosiery, lingerie and swimwear market. Penti also owns one of the largest hosiery manufacturing plants in Europe. Penti has grown to 155 stores in Turkey in the last 5 years. Penti has a growing international network of 39 stores which are located in 16 countries including the US, China, Russia, Austria, Romania and Saudi Arabia. Management has a well-established shared vision and strategy in place to further grow the business in Turkey; replicate its local success abroad; and create a leading international specialty retail player. Carlyle became the preferred partner of Penti at the end of negotiations with a group of high caliber financial investors out of more than 40 PE firms and strategic players which have had shown interest in Penti. Carlyle has US$156 billion in assets under management, and over 1,300 professionals operating in 32 offices throughout the world and is one of the world's largest private equity funds. Some of Carlyle’s other investments in Turkey include Medical Park, a leading hospital chain, and the education group Bahcesehir Kolejleri. itelligence, the world’s leading SAP solution provider, acquired 60% of Elsys, the leading SAP solution provider in Turkey, and Intelart, a business intelligence company. Elsys is the leading independent SAP solution provider in Turkey. Elsys provides various solutions such as SAP ERP, mobility solutions, Netweaver / Portal solutions, SAP HANA and SAP CRM to its customers. In addition to Turkey, Elsys provides its services in various countries in Europe, Asia, North America and Africa. Intelart, which is also an SAP solution provider, provides business intelligence and business analytics solutions to its customers With revenues of € 340 million, 2,400 employees and over 4,000 customers, itelligence is one of the leading SAP solution providers in the world. itelligence is owned by NTT Data, which is a subsidiary of one of the world’s largest telecommunication companies, NTT Pragma acted as the financial advisor for Elsys and Intelart and their shareholders in this transaction. acquired minority stake in 2012 Advisor to the Selling Shareholders of Penti PRAGMA acquired 60% of 2012 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 23 PRAGMA Recent Transactions acquired Atlas Copco, a leading industrial group, signed an agreement with the shareholders of Ekomak Group to acquire 100% of their equity stake. Ekomak Group is the leading industrial screw compressor manufacturer in Turkey with revenues of around €23 million in 2011. Ekomak Group develops, produces and sells stationary, oil-injected screw compressors, including variable frequency drive options. Ekomak Group has its own sales and service companies in Russia and Germany and a broad distributor network in Europe, Middle East, North Africa and Asia. Atlas Copco is a world leading industrial group engaged in manufacturing and selling of compressors, expanders and air treatment systems, construction and mining equipment, power tools and assembly systems, and related aftermarket and rental. Headquartered in Sweden, Atlas Copco’s global reach spans more than 170 markets, with its own sales operations in about 80 countries. In 2011, Atlas Copco had around 37,500 employees and revenues of €9 billion. Pragma acted as the financial advisor of Ekomak Group and its shareholders in this transaction. Imtech, one of the largest technical services providers globally, signed an agreement with the shareholders of AE Arma-Elektropanç to acquire 80% of their equity stake with the remaining shares to be acquired in the future AE Arma-Elektropanç, with over 1,200 employees and 90 million Euros turnover, is one of the leading electrical, electronical, mechanical services contracting companies in the region surrounding Turkey, Middle East, Russia and various former Soviet Republics. AE Arma-Elektropanç has successfully completed a total of 7 million sqm closed area electrical, electronical, HVAC, mechanical works and has a backlog of 250 million US Dollars as of January 2012 Imtech is a leading European technical services provider in the fields of electrical solutions, ICT (information communication technology) and mechanical solutions. With 28,600 employees, revenues of 5.1 billion Euros, and a market capitalisation of 2.2 billion Euros, Imtech holds strong positions in the buildings and industry markets in the Netherlands, Belgium, Luxembourg, Germany, Austria, Eastern Europe, Sweden, Norway, Finland, the UK, Ireland and Spain; the European markets of ICT and Traffic; as well as in the global marine market Pragma acted as the financial advisor of AE Arma-Elektropanç and its shareholders in this transaction 2012 Advisor to the Seller PRAGMA acquired 80% stake in AE Arma-Elektropanç 2012 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 24 PRAGMA Recent Transactions YDA Insaat (“YDA”) and Inso Sistemi (“Inso”) consortium won the tender for Konya Karatay Integrated Health Campus. Pragma provided financial advisory services to the YDA – Inso consortium The project will involve a health campus investment, comprised of a general hospital and a maternity and children’s hospital, with 838-bed capacity. The investment period of the project is 3 years and operation period will be 25 years The consortium shall provide the development of design, construction, procurement of medical devices and other equipment for the health campus, and furbish the facilities. The consortium shall also undertake provision of several services in the facilities YDA is a prominent construction group with interests in real estate, engineering, mining, energy and aviation Inso is a leading contractor for carrying out design and construction projects as well as supplying technologies addressed to the Health, Industry and Tertiary Sector Mediterra, the Turkey based private equity firm, acquired a majority stake in Turkey’s leading mobile payment company, Mikro Odeme Started its operations in March 2009, Mikro Odeme is the market leader in Turkish mobile payment sector with 65% market share. Mikro Odeme enables users to make payments via mobile phones, credit cards or pre-paid game cards through its 3pay brand Mediterra is a Turkey-focused mid-market private equity fund, which held its first closing in May 2011 on €100m and aims to reach a target of €250m by May 2012 Pragma acted as the financial advisor of Mikro Odeme and its shareholders in this transaction won the PPP tender for Konya Karatay Integrated Health Campus* 2012 Advisor to the Buyer PRAGMA *Deal is not closed acquired majority stake of 2012 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 25 PRAGMA Recent Transactions Acquired 50 MW Balabanlı Wind Energy Power Plant Project from Pragma advised Borusan EnBW for the acquisition of 50 MW Balabanlı Wind Energy Power Plant (“WEPP”) project from RES Balabanlı WEPP is located 16 km northeast of Tekirdağ. Balabanlı WEPP is expected to have average annual generation of 152 GWh with 28 turbines with a capacity utilization ratio of 35%. The project obtained EMRA generation license on 31 March 2011 which is valid for 49 years RES is one of the world's leading renewable energy developers with a portfolio of more than 5,000 MW constructed and several thousand MW under construction and in development. RES is also an independent power producer owning a portfolio of projects over 700 MW Borusan EnBW was established in 2009 by Turkish Borusan Holding and German EnBW AG. Borusan Holding is one of the leading industrial and services groups in Turkey which is active in power, steel, distributorship and logistics fields with consolidated revenues of US$ 3.5 billion in 2010. EnBW is the third largest energy company in Germany with its 6 million customers and more than € 17 billion revenues in 2010 Global Capital Management LTD (“GCML”), acquired 80% of Bicakcilar Group (“Bicakcilar”), the leading manufacturer of medical disposable and equipment, and distributor of cardiovascular and neurosurgery products in Turkey Established in 1959, Bicakcilar is one of the leading medical products companies, with annual revenues of US$61 million, in Turkey. Bicakcilar is primarily engaged in (i) manufacturing and sales of medical disposables and equipment, and (ii) importing and distribution of cardiovascular and neurosurgery products of leading multinationals such as St. Jude Medical, Sorin Group, Medtronics, Serres and CryoLife. In the domestic market, Bicakcilar enjoys dominant market position in most of its product groups. In addition, Bicakcilar exports its products to more than 70 countries GCML, alternative asset management arm of Global Investment House, is a leading alternative asset management firm in the MENA region. It continues its operations with a team of more than 30 professionals based in Kuwait, Dubai, Cairo and Istanbul offices Pragma acted as the financial advisor of Bicakcilar Group 2011 Advisor to the Buyer PRAGMA acquired 80% of 2011 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 26 PRAGMA Recent Transactions Saya Group acquired 100% of Volt, the leading manufacturer of small-sized asynchronous electric motors in Turkey Established in 1966, Volt is a leading manufacturer of electric motors in Turkey. The Company’s product line mainly includes asynchronous single phase motors, asynchronous single phase centrifugal pump motors, asynchronous single phase centrifugal pump motors with run capacitors, asynchronous three phase motors, asynchronous three phase centrifugal pump motors, and special purpose motors. Operating with more than 200 employees in its 28,000 sqm state-of-the art manufacturing plant in İzmir, the Company has an estimated market share of ca. 30% in the small electric motors segment. Saya Group was established in early 2006 by Sancak family with a view to replicate the family's success in the pharmaceuticals and cosmetics sectors within Hedef Group Pragma provided investment banking and financial advisory services to Volt YDA Insaat (“YDA”) and Inso Sistemi (“Inso”) consortium won the tender for Kayseri Integrated Health Campus. The project is the first Public Private Partnership (“PPP”) project in Turkey. Pragma provided financial advisory services to the YDA – Inso consortium The project will involve a health campus investment with 1,583-bed capacity, allocated to general treatment, physical therapy and rehabilitation, psychiatry, and high-security forensic psychiatry The consortium shall provide the financing, development of design, construction, procurement of medical devices and other equipment for the health campus, and furbish the facilities. The consortium shall also undertake the provision of support services in the facilities including imaging, laboratory and other medical support and outsourcing services YDA is a prominent construction group with interests in real estate, engineering, mining, energy and aviation Inso is a leading contractor for carrying out design and construction projects as well as supplying technologies addressed to the Health, Industry and Tertiary Sector acquired 2011 Advisor to the Seller PRAGMA won the PPP tender for Kayseri Integrated Health Campus 2011 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 27 PRAGMA Recent Transactions YDA Insaat (“YDA”) and Inso Sistemi (“Inso”) consortium won the tender for Manisa Training and Research Hospital. Pragma provided financial advisory services to the YDA – Inso consortium Manisa Training and Research Hospital project will be a Public Private Partnership model and involve a hospital investment with 558-bed capacity. The investment period of the project is 2 years and operation period will be 25 years The consortium shall provide development of design, construction, procurement of medical devices and other equipment for the hospital, and furbish the facilities. The consortium shall also undertake provision of several services in the facilities YDA is a prominent construction group with interests in real estate, engineering, mining, energy and aviation. Inso is a leading contractor for carrying out design and construction projects as well as supplying technologies addressed to the Health, Industry and Tertiary Sector Established in 1993, Anadolu Hospitals Group (“Anadolu”) is the leading private hospital chain in the Mediterranean region of Turkey. It provides extensive healthcare services through a network of hospitals located in the city centers of Antalya, Side, Belek and Kemer Anadolu focuses on tourism healthcare and serves the tourists visiting Antalya region, a major tourism region accounting for nearly 30% of total tourist arrivals in Turkey, and the local community Anadolu acquired 100% of Alanya Can Hospitals (“Can”), the leading private hospital group located in Alanya. Established in 1991, Can operates 2 hospitals in Alanya Through the acquisition of Can, Anadolu expanded its existing chain to 6 hospitals with 317 beds capacity, more than 1,200 personnel and US$65 million annual revenues, and strengthened its leading position in Antalya region Pragma acted as the financial advisor of Anadolu won the PPP tender for Manisa Training and Research Hospital* 2011 Advisor to the Buyer PRAGMA *Deal is not closed acquired 100% stake of 2011 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 28 PRAGMA Recent Transactions PineBridge Eurasia Financial Investments S.a.r.l, an investment company managed by PineBridge Investments acquired 47% equity stake in Ulusal Faktoring A.S. (Turkey) Ulusal Faktoring is one of the top ten independent factoring companies in Turkey and is focused on providing financing for fast growing small-and-medium-sized companies in Turkey With more than 800 employees in 32 countries, PineBridge Investments manages US$70 billion in assets for institutional and individual clients across an extensive platform of listed equity, fixed income, private equity and hedge fund strategies Pragma acted as the financial advisor of Ulusal Faktoring in this transaction Established in 1993, Anadolu Hospitals Group (“Anadolu”) is the leading private hospital chain in the Mediterranean region. Anadolu has a chain of 6 hospitals in Antalya with 317 beds capacity, more than 1,200 personnel and US$65 million annual revenues Founded in 1998, ADM Capital (“ADM”) has over 12 years of experience in investing in Emerging Markets across 12 countries. With 48 people based in local offices in Hong Kong, Mumbai, Beijing, Istanbul, London, Kiev and Almaty. ADM’s assets under management are around US$1.7 billion ADM provided equity and debt financing to Anadolu in connection with its acquistion of Alanya Can Hospitals Pragma provided sell-side and debt finance advisory services to Anadolu acquired 47% of 2011 Advisor to the Seller PRAGMA provided equity and debt financing to 2011 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 29 PRAGMA Recent Transactions HNA Group of China and Bravia Capital Partners signed a share purchase agreement to acquire majority stake in myTechnic With total assets over US$10 billion and total staff of over 36,000, China based HNA Group is engaged in air transportation, tourism, airport management and hotel management. The air transportation business, the flagship business of the Company, involves Hainan Airlines, which generated total flight hours of over 410 thousand hours and transported ca. 20 million passengers in 2007 myTechnic is an aircraft maintenance, repair and overhaul (MRO) center located in Sabiha Gökçen Airport (SAW) on the Asian side of Istanbul. myTechnic’s facility is situated on 60,000 sqm of land and it contains 15,400 sqm of hangar bay, 24,800 sqm of shops, office area and storage area and 6,000 sqm of engine shops Pragma acted as the financial advisor of MyTechnic Pragma advised Akres for €47.3 mn project financing for its 45 MW wind farm in Akhisar, Manisa. Construction already started and expected commercial operation date is June 2011 For the Hermes Covered Facility, which was closed in November 11, 2010; the Borrower is Akres, the Advisor is Pragma and the Lender is Commerzbank Akres project capacity is 45 MW based on 18 units Nordex N90 2.5MW turbines. Expected annual energy generation is 138 million kWh €47.3 million Pragma provided advisory services to Akres for structuring of the financing and tender process, preparation of bank documents, financing model and business plan, negotiations with the banks, coordination of Hermes application process and loan agreement negotiations 2010 Total debt package covers financing of 85% of turnkey contract, 100% of Hermes risk insurance premium and 100% of interest during construction with 16.5 years term Akres is owned by Karesi Enerji, which is a Yırcalı Group company. Yırcalı Group is a reputable Turkish group, which has operations in transformer manufacturing, electricity generation, animal feed production and synthetic weaving acquired majority stake of 2010 Advisor to the Seller PRAGMA raised project finance Advisor to the Company PRAGMA Annex: Recent Transactions Completed by Pragma 30 PRAGMA Recent Transactions Akenerji has acquired Ickale Enerji, which owns 163MW Kemah Hydroelectric Power Plant (HEPP) project Situated in Erzincan province with a total investment budget of €300mn, Kemah HEPP will generate 572 million kWh of electricity per annum Akenerji, a joint venture between Turkish Akenerji and Czech CEZ, has 1 wind, 1 hydro and 3 natural gas fired operational power plants with a total installed capacity of 454MW. Targeting to reach a total installed power of 3,000MW in 5 years, Akenerji has ongoing investments which comprise of HEPPs with 292MW total installed power and a 900MW natural gas fired power plant. Akenerji also owns SEDAS, regional electricity distributor supplying 8.6 billion kWh of electricity to its 1.2 million subscribers Pragma acted as the financial advisor of Akenerji Redington acquired 49.4% of Arena Bilgisayar for US$42.484 million Arena Bilgisayar is a leading distributor of information technology products in Turkey with a turnover of US$467 million for 2009 and is listed in the Istanbul Stock Exchange Redington (India) Ltd, a listed India based company, is engaged in the business of vendor-authorized end-to-end supply chain management of information technology, hardware and software products in South Asia, Middle East and Africa. With a large distribution network and activities in 18 countries, Redington is amongst the largest, supply chain solution providers to over 75 leading manufacturers of Information Technology, Telecom, Lifestyle and Consumer Electronics Products, worldwide Pragma acted as the financial advisor of Arena Bilgisayar acquired Enerji (163MW Kemah HEPP) 2010 Advisor to the Buyer PRAGMA acquired 49.4% of US$ 42.4 million 2010 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 31 PRAGMA Recent Transactions acquired a minority stake of €50 million Invest AD, based in Abu Dhabi, acquired a minority stake in Ekol Lojistik, one of the leading logistics companies in Turkey Established in 1990, Ekol has a fleet of 1,100 vehicles, 16 warehouses in Turkey and 1 warehouse in Germany. The company employs around 2,000 personnel Invest AD, a subsidiary of Abu Dhabi Investment Council, is engaged in private equity, real estate, asset management, infrastructure and investment banking segments Pragma acted as the financial advisor of Ekol Lojistik AkCez OGG acquired Sedas, a regional power distribution company Pragma advised AkCez Akenerji is a member of the Akkök Group with more than 20 industrial and trade companies. The Akkök Group’s energy flagship firm is the company Akenerji, whose portfolio, and mainly its 12 gas power plants, with total installed capacity of 541 MW produce heat and electricity, and which, at the same time, develops hydro and wind power plant projects aiming to enlarge the production basis of the company to 960 MW CEZ Power Group is a leading vertically integrated European utility group with €6.3bn in revenues in 2007, almost 7 million customers and a generation portfolio with an installed capacity of 14,300 MW. The company´s market capitalization exceeds 30bn EUR, the company stocks are traded at the Prague and Warsaw Stock Exchanges Sedas supplies 1.5 million customers with nearly 5.3 billion kWh of electricity to the region of Sakarya, while 53% of the customers are industrial consumers 2009 Advisor to the Buyer PRAGMA acquired Sedas Electricity Distribution US$ 600 million 2009 Advisor to Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 32 PRAGMA Recent Transactions Erste acquired Lehman Brothers Menkul Değerler A.Ş. in 2009 Erste, Austria-based banking group, offers a range of banking and other financial services, such as saving, asset management, including investment funds; consumer credit and mortgage lending; investment banking; securities and derivatives trading; portfolio management; project finance; foreign trade financing; corporate finance; capital market and money market services; foreign exchange trading; leasing; factoring, and insurance Erste has around 16,500 employees and serves with more than 1000 branches. Erste operates in Austria, Slovakia, the Czech Republic, Croatia, Serbia, Romania, Hungary and Ukraine through its subsidiaries Pragma acted as the financial advisor of Erste Fayat SA acquired 60% of BVS, a leading Turkish crane supplier, and BCES, a leading Turkish steel construction company Pragma advised BVS and BCES acquired 60% of With 350 employees, a production plant of 37,000 sqm closed area and a broad sales and franchise network, BVS is a leading company in the Turkish crane sector. The Company’s total turnover grew by 80% in the last two years, reaching €28 million in 2008. The product portfolio consists of hoists, cranes and steel construction buildings, the latter of which is being manufactured at the Company’s 100% owned subsidiary BCES, which was also included as part of the transaction 2009 With revenues of €2.8 billion, Fayat SA is the largest steel construction group and the fourth largest infrastructure contractor in France. With a network of 80 autonomous subsidiaries employing 11,000 employees, the Group is active in civil engineering, steel construction, electricity, electronics and IT sectors, as well as hoisting, handling and road building equipments manufacturing acquired Menkul Değerler A.Ş. 2009 Advisor to the Buyer PRAGMA Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 33 PRAGMA Recent Transactions acquired 46% of Swicorp Private Equity acquired 46% of Taftel Carpet, a leading contemporary carpet manufacturer in Turkey, following its acquisition of Step in 2008 Pragma advised Taftel Taftel is a leading contemporary tafting carpet manufacturer in Turkey deploying in-house developed automated hand-tufting technology. The company has annual production capacity of 216,000 sqm. The Company is the major and exclusive supplier of Step Carpet Swicorp Private Equity is a leading private equity firm with a specific regional focus on the Middle East and North Africa (MENA) region. Since 2005, Swicorp raised nearly US$1.4 billion in private equity funds from Middle East based investors CEZ Group acquired 37.4% of Akenerji for US$302.6 million, valuing the entire share capital for US$810 million Pragma advised Akenerji The Akkök Group’s energy flagship firm is the company Akenerji, whose portfolio, and mainly its 12 gas power plants, with total installed capacity of 541 MW produce heat and electricity, and which, at the same time, develops hydro and wind power plant projects aiming to enlarge the production basis of the company to 960 MW CEZ Power Group is a leading vertically integrated European utility group with €6.3bn in revenues in 2007, almost 7 million customers and a generation portfolio with an installed capacity of 14,300 MW. The company´s market capitalization exceeds 30bn EUR, and the company stocks are traded at the Prague and Warsaw Stock Exchanges 2009 Advisor to the Seller PRAGMA acquired %37.4 of US$302.6 million 2008 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 34 PRAGMA Recent Transactions acquired ISS acquired Sardunya Hazır Yemek, the contract catering arm of Sardunya Group Pragma advised Sardunya Sardunya is the third largest catering company in Turkey with around 1,500 employees servicing over 120 local and international clients. The company is part of Sardunya Group, which generated combined revenues of US$130 million in 2007 from food and food services ISS is one of the world’s leading facility services groups operating in 51 countries with 440,000 employees, serving over 125,000 clients. ISS generated US$11.7 billion net sales in 2007 from its core activities of cleaning, catering, office support, property services and security. ISS Turkey services over 1,000 clients with 14,500 employees Münir Şahin İlaç, a portfolio company of Partners in Life Sciences (PiLS), acquired 100% of Betasan Bant Sanayi PiLS is a private equity investor established in January 2006, specializing in the healthcare industry. The fund, focused solely on healthcare, has invested in the pharmaceutical sector through a number of transactions, total value of which represented approximately €220 million, within the first year of operation Betasan is the market leader company in Turkish wound care market. Betasan’s product portfolio consists of mainly first aid strips, plasters (surgical tapes), capsicum plasters, elastic & gauze bandages and wound dressings Pragma provided investment banking and financial advisory services to Betasan 2008 Advisor to the Seller PRAGMA Münir Şahin İlaç owned by acquired 100% of Betasan 2008 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 35 PRAGMA Recent Transactions acquired Arkem acquired 100% of Altintel Port in May 2008 Pragma advised Altintel Altintel Port, located at Dilovasi, 60 km east of Istanbul, covers an area of 115,000 sqm. The Port has a single jetty, as well as 44 storage tanks with 45,000 cbm total capacity. Currently, the company is in the process of building 9 new tanks, which would increase the storage capacity to over 60,000 cbm. The port has access to highway and there is a railroad connection within 1,500 m distance Arkem is a regional distributor of chemicals handling more than 200 products Swicorp Private Equity acquired 46% of Step Carpet, the leading contemporary carpet retailer in Turkey Pragma advised Step Step is the leading contemporary carpet retailer in Turkey. The Company realized CAGR of over 40% in the last three years and is expected to realize a turnover of over US$35 million in 2008. Step has an extensive retail network in Turkey and is developing an increasing presence in international markets through its flagship store in King’s Road in London, its franchisees in the Middle East and South Africa, and corners at Harrods of London, Lutz of Austria, ABC of USA, etc. Swicorp Private Equity is a leading private equity firm with a specific regional focus on the Middle East and North Africa (MENA) region. Since 2005, Swicorp raised nearly US$1.4 billion in private equity funds from Middle East based investors Altıntel Port 2008 Advisor to the Seller PRAGMA acquired 46% of tarafından 2008 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 36 PRAGMA Recent Transactions Bostik acquired 100% of Tekbau, a leading construction chemical company in Turkey Pragma provided buy-side investment banking and financial advisory services to Bostik for the initiation, negotiations and closing of the deal Bostik is one of the largest sealant and adhesive companies in the world with a turnover of €1.5 billion. Headquartered in France, Bostik is owned by Total, the 4th largest petroleum and gas company in the world Tekbau’s product portfolio consists of mainly dry mortar products including exterior and interior plasters, surface hardeners, self-leveling compounds, mortars, tile adhesives, joint sealers, grouts, repair mortars and thermal & water insulation products Prior to the transaction, Tekbau was a financial investment of Viem Yatırım and ANG Yatirim Holding, one of the founder shareholders of Tekfen Holding Esas Holding acquired 30% of Peyman in March 2008 Pragma advised Peyman Peyman , one of the leading snack food companies in Turkey, with 2007 revenues of approximately US$40 million Established in 2000, Esas Holding is an investment group that has invested in 11 companies in 5 main sectors including health, food, aviation, electronics retail and real estate acquired 100% of 2008 Advisor to the Buyer PRAGMA acquired 30% of 2008 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 37 PRAGMA Recent Transactions €48.5 million debt facility for capacity increase 2007-2009 Isbank supplied project finance and working capital finance of of € 30 million in 2007 and further € 18.5 million in 2009 to Best Pragma advised Best Best is engaged in manufacturing and sale of power and distribution transformers. The Company is the largest Turkish transformer company. In addition, it is a leading player in Middle East & Northern Africa, CIS Region and Europe with exports accounting for around 59% of its turnover for year 2007 The Company generated €79 million revenue in 2007 Isbank is the largest private bank in Turkey TBIH Financial Services Group, one of the leading insurance companies in Central and Eastern Europe has acquired 74.26% of Ray Sigorta in 2007, one of the leading non-life insurance companies in Turkey, from Dogan Holding, a publicly traded conglomerate involved in media, energy, financial services and tourism and public shareholders. In 2009 and 2011, TBIH, together with its mother company, Vienna Insurance Group acquired further 20% shares in Ray Sigorta from Dogan Holding Pragma advised TBIH Established in 1958, Ray Sigorta holds a 3% market share of the Turkish non-life insurance market, with gross written premiums in 2006 of approximately US$ 184 million. Headquartered in the Netherlands, TBIH has extensive non-life and life insurance operations in Central and Eastern Europe and CIS countries and is owned by Vienna Insurance Group, which is the largest Austrian insurance company and Kardan Group, an international investment holding Advisor to the Borrower PRAGMA acquired 94.26% of Dogan Holding’s subsidiary US$ 147.4 million 2007-2011 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 38 PRAGMA Recent Transactions acquired 100% of ISS acquired 100% of CMC Customer Management Services in July 2007 Pragma advised CMC Established in 2000, CMC is one of the leading Turkish call center service companies with 1,000 employees servicing over 40 local and international clients ISS is the world’s leading facility management company operating in 50 countries with 410,000 employees and serving over 125,000 clients. ISS Turkey services 900 clients with 12,000 employees Tüyap Exhibition Group acquired back its 51% shareholding from the private equity investors İş Venture Capital (“İş Venture”) and Netherlands Development Finance Company (“FMO”) for a total consideration of US$18.5 million Pragma advised Tüyap As a background, in a separate deal, which took place in 2005, Pragma advised Tüyap Exhibition Group for selling 51% of its equity to the same private equity groups Tüyap is the leading fairs and exhibitions organizer in Turkey. The company serves to more than 12,000 domestic and foreign exhibitors from 52 countries with exhibitions on 60 different topics. The company hosts on average 2 million visitors each year Tüyap currently operates 115,000 sqm exhibition area in Istanbul, Bursa, Konya and Adana 2007 Advisor to the Seller PRAGMA Tüyap Fair & Exhibition Group acquired 51% of its shares from US$18.5 million 2007 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 39 PRAGMA Recent Transactions CRH has acquired 50% of Denizli Cement, an integrated cement and ready-mixed concrete business, from Eren Holdings, a privately-owned industrial group. Eren Holdings and CRH will have joint management control of the business Pragma advised CRH Headquartered in Ireland, CRH operates in 27 countries and employs around 80,000 people. CRH realized net sales of €18.7 billion in 2006 Denizli Cement is a modern cement facility with a clinker capacity of 1.8 million tonnes and is the market leader in its region. The company has limestone reserves of more than 100 million tonnes and produced 1.8 million tonnes of cement in 2006. Denizli also operates a network of 13 ready-mixed concrete plants in Denizli and the surrounding area, which produced 1.3 million cubic meters of concrete in 2006 Zehnder Group, the leading premium radiator producer acquired 51% of Sanpan Pragma advised Zehnder Group acquired 51% of Zehnder Group has a total of €390 million net sales in 2005 and 16 production facilities in Europe, US and China. Zehnder Group strategy is to grow in the Eastern European markets sanpan Sanpan is the leading towel radiator producer in Turkey in terms of its technology acquired 50% of 2007 Advisor to the Buyer PRAGMA 2006 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 40 PRAGMA Recent Transactions Tarmac, a subsidiary of Anglo American Industrial Minerals acquired 100% of Koca Beton Agrega Madencilik (“Koca Beton”) Pragma advised Tarmac With 2005 revenues of US$4 billion, Tarmac is a global leader in the production of heavy building materials with operations in UK, Germany, Spain, France, Belgium, Poland, Czech Republic, Romania, China and Middle East Koca Beton is one of the leading suppliers of aggregates and ready mixed concrete in the Istanbul market. Koca Beton currently operates two limestone quarries with total reserves of 208 million tons and four concrete plants that have the capacity to produce 800,000 cubic meters of concrete per annum İş Venture Capital (“İş Venture”) and Netherlands Development Finance Company (“FMO”) acquired 51% of Tüyap by providing US$12 million in equity. FMO also extended a loan facility of US$7 million Pragma advised Tüyap Tüyap is the leading fairs and exhibitions organizer in Turkey. The company serves to more than 12,000 domestic and foreign exhibitors from 52 countries with exhibitions on 58 different topics. The company hosts on average 2 million visitors each year Tüyap currently operates 92,000 sqm exhibition area in Istanbul, Bursa and Konya a subsidiary of acquired Koca Beton Agrega Madencilik 2006 Advisor to the Buyer PRAGMA acquired 51% of Tüyap Fair & Exhibition Group Equity of US$12 million Loan of US$7 million 2005 Advisor to the Seller PRAGMA Annex: Recent Transactions Completed by Pragma 41 PRAGMA Recent Transactions acquired 100% of Bostik acquired Cekomastik in October 2005 Pragma advised Cekomastik Cekomastik, one of the best known brands in its sector in Turkey, manufactures sealant products for the construction market Bostik is one of the largest sealant & adhesive companies in the world with a turnover of 1.1 billion Euro. Bostik is owned by Total, the 4. largest petroleum and gas company in the world DP World acquired green field coastal site at Yarimca, Turkey, for US$105 million, and rights to construct new container terminal Pragma advised DP World In 2005, the terminals operated by DP World will handle an estimated 12.5 million TEU which include ports on six continents from the Americas to Asia The completed 48 hectare site, on the Sea of Marmara, will enable DP World to build and operate a 1 million plus TEU terminal with a planned investment over US$170 million in terminal infrastructure 2005 Advisor to the Seller PRAGMA acquired Yarımca A.S. owned by US$105 million 2005 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 42 PRAGMA Recent Transactions State owned steel company Erdemir acquired Yarımca container terminal site for US$ 82 million from Evyap Pragma advised Evyap acquired Yarımca A.S. owned by US$82 million 2004 Advisor to the Buyer PRAGMA Annex: Recent Transactions Completed by Pragma 43 PRAGMA © 2014 Pragma All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior consent of Pragma.
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