2010 closing report - 3 Seas Capital Partners

2010 CLOSING REPORT
“If there is any one secret of success, it lies in the
ability to get the other person’s point of view and
see things from that person’s angle as well as from
your own.”
Henry Ford
Institutional
Completed Transactions
IMAP
Articles
Thinking Global,
Acting Global
We have gained new and important
experiences in 2010, a vibrant year
in which our country showed great
performance in handling the global crisis
successfully, and was recognized globally
with 8% growth. As a company, we
further enhanced our market leadership
and embarked upon new countries.
The business world, which has always been very breezy,
hectic and variant throughout the history, there is now a
continuous motion and activity visible especially since
the 90’s, when national economies started being more
sensitive to global movements. The countries, companies,
professionals and the ecosystems of all these groups are
facing significant ups and downs within this intricate
scenario. Therefore there is no doubt that we have to
think more dynamically, more analytically and in a larger
scale in this fast paced business environment, which is
effective on broader geographies.
Since the day we established 3 Seas Capital Partners, we
always considered and prioritized this important reality
of our age. We thought global and acted global. We never
fell behind the global standards in our services with the
immense opportunities and support provided by our
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IMAP partners in 30 different countries, where we have
been the exclusive member for Turkey since 2006.
Our company became the leader of the sector in Turkey
with based on the number of completed transactions in
2008, 2009 and 2010. We completed over 40 successful
M&A transactions in the last five years with a total
volume of over 3.5 billion USD through our efforts,
which we enhanced by adding new services every year.
We are very proud with this success.
At this point I would like to share an important
development with you. The high level of our completed
transactions in the last years in terms of both number
and volume have been appreciated and recognized by all
IMAP partners. Moreover; our performance, dynamism,
visionary approach and professionalism within IMAP;
besides these successful transactions, provided us an
important and reputable position among all IMAP
partners.
Consequently, I have been elected as the Chairman of
the Board of Directors of IMAP in the General Assembly
meeting held in Paris in October 2010, with complete
support and approval of all the members of the board
and the partners. I will hereafter be in charge of the
global collaborative activities of all IMAP members in
international markets and the management of IMAP.
Beyond being a source of pride personally; I believe that
this duty is a very important opportunity for our country
and will bring significant added value to Turkey’s M&A
market and therefore to our business world and clients
because IMAP, which has thousands of successful
transactions in its history, proposes a broad know-how,
experience and a global relationship network. I strongly
believe that this opportunity will enable us to offer
significant value added services to our clients.
In addition to our respectful position among IMAP
partners , in 2010, we took two other important steps
in carrying 3 Seas Capital Partners forward in order to
become a global company.
First of these developments is our international growth
step by acquiring 50% shares of Intelligent Way; one of
the leading corporate finance companies in Egypt, with
the goal of expanding 3 Seas Capital Partners in Africa
and Middle East markets.
I-Way; under the management of Mr. Khaled El
Ghannam who had previously worked in large and
reputable companies such as Arthur Andersen, Deloitte
& Touché and ExxonMobil and reached a transaction
volume of over one billion USD with Bayt El Khebra,
where he had been a managing partner; is being named
as 3 Seas Capital Partners Egypt with this partnership.
Mehmet Akseki, an experienced investment banker,
previously held senior management positions in
financial institutions in England and Turkey, has close
relationships with private equity funds and has a broad
professional know-how. Furthermore, I believe he will
add significant value to our company and our respectful
clients with his wide and strong relationship network in
the financial circles in the UK and around the world.
I also believe İbrahim Arınç, who had been successfully
contributing his significant professional experience that
he gained in USA and Turkey into our efforts for the last
four years as a Vice President and a Director in 3 Seas
Capital Partners, will continue his successful endeavors
as our equity partner.
We are again the leader in 2010
Being the market leader in the number of completed
M&A transactions in 2008 with nine transactions and
in 2009 with eight transactions; 3 Seas Capital Partners,
achieved to sustain its market leadership in 2010 with
11 completed transactions. You may read the details of
these transactions in the “Transactions” section of our
Closing Report.
We have gained new and important experiences in
2010, a vibrant year in which our country showed great
performance in handling the global crisis successfully,
and was recognized globally with 8% growth. As a
company, we further enhanced our market leadership
and embarked upon new countries. Besides the IMAP
process, which showed us again the importance of
thinking and acting globally in today’s business world;
one gained experience has significant importance for
me. Having a good team is one of the “sine qua non”
components of doing good and successful business. I
strongly think that 3 Seas Capital Partners team, which
is one of the most dynamic and high caliber teams of
our industry, will become stronger with our new equity
partners and consolidate our sector leadership.
In light of these ongoing developments, I again would
like to mention that as a team, we are ready to answer all
domestic and global corporate needs and requirements
in the area of M&A, with an enhanced dynamism and
professionalism in 2011. And I wish our respectful
stakeholders a successful and a prosperous year.
Sincerely,
Şevket Başev
3
3 Seas Capital Partners, operating mainly in the area of
mergers and acquisitions (M&A), is Turkey’s
leader corporate finance house.
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Corporate Presentation
3 Seas Capital Partners is Turkey’s
leading corporate finance house
in terms of completed M&A
transactions in 2008, 2009 and 2010.
With a wide local and international
corporate network combined
with substantial know-how and
experience, the company serves
its clients with highest possible
standards.
Providing a highly competent
service range, with the value
proposition of “personal” level of
care and integration, 3 Seas Capital
Partners offers reliable, effective, and
sustainable solutions.
3 Seas Capital Partners is the partner
of IMAP, which is an exclusive
global organization of leading
independent M&A advisory firms.
IMAP is composed of 40 prominent
M&A focused financial institutions,
in 30 different countries with 50
offices.
Since its foundation, 3 Seas Capital
Partners has completed over 40
successful M&A transactions valued
over 3.5 billion USD.
M&A Projects
As the sector leader in Turkey
based on the number of completed
transactions in 2008, 2009 and 2010,
3 Seas Capital Partners provides
buy-side or sell-side strategic and
financial advisory services according
to the unique nature of each
transaction.
M&A transactions, which require
a long and disciplined process,
necessitate a closer client-advisor
relationship compared to other
financial services due to the
sensitive and secretive nature of
the issue. 3 Seas Capital Partners
maintains the corporate and trade
secrets of its clients during and
after the completion of the M&A
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3 Seas Capital Partners provides world-class
services with its wide international network.
process, where absolute loyalty and
confidentiality is essential.
3 Seas Capital Partners’ principle of
“establishing cooperation with the
client as a real partner” is a standard
conduct in all its M&A advisory
services as well as the rest of the
company’s operations.
3 Seas Capital Partners maintains
constant dialogue with its clients
to get them oriented to the M&A
process with the main stages listed
below. This continuous dialogue,
while ensuring a healthy an effective
flow in the M&A processes, also
allows our client to fully and
correctly understand the process.
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• Data analysis
• Preparation of the company valuation report and all the relevant documentation
• Candidate research (search and identification of suitable candidates)
• Contacting the candidates
• Negotiations
• Completion of the letter of intent/memorandum of understanding and due diligence processes
• The transfer of shares
The detailed list of completed
transactions on the following pages
is the most significant evidence of 3
Seas Capital Partners’ unparalleled
expertise in M&A transactions.
Financing Solutions
3 Seas Capital Partners, according to
the needs and the variable market
conditions, offers the following to its
clients:
• Project financing
• Acquisition finance
• Debt restructuring
3 Seas Capital Partners provides
these services through its constant
corporate cooperation with leading
global investment funds, and
domestic and international banks.
2010 Mergers and Acquisitions (M&A) Ranking of
Corporate Finance Institutions Operating in Turkey
Having achieved
the market leader
position with nine
and eight completed
transactions in
2008 and 2009
respectively,
3 Seas Capital
Partners is once
again the market
leader in 2010 with
11 completed
transactions.
Rank
Company
1
3 Seas Capital Partners
2
Total Transaction
Size (million USD)
Number of
Transactions
582*
11
Standard Unlu Menkul Degerler
397
10
3
Raiffeisen Investment AG (RIAG)
2,353
6
4
IS Investment Securities
415
6
5
PDF Corporate Finance
17
4
6
EFG Istanbul Securities SA
860
3
7
Ventura Partners
106
2
8
HSBC Bank plc
85
2
9
PwC
17
2
10
SG
753
1
11
Morgan Stanley
312
1
12
Nomura Holdings Inc
312
1
13
Banco Millennium BCP Investimento, S.A.
85
1
14
Goldman Sachs
83
1
15
Rothschild
82
1
16
Global M&A
74
1
17
Banco Portugues de Investimento SA
63
1
18
Sardis Capital Ltd
10
1
19
Deloitte
8
1
20
Credit Suisse
0
1
21
Pragma Corporate Finance
0
1
* Undisclosed deals are not included in the total transaction volume.
Mergermarket league table 2010 completed deals.
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3 Seas Capital Partners
corporate finance team is
comprised of an executive team with extensive experience, and
professionals with degrees from leading universities of
the world.
8
Partners
Şevket Başev / CEO
Şevket Başev is one of the founding partners and the CEO of 3 Seas Capital Partners.
Başev has significant long term experience in competition law, investment law and
advisory, mergers and acquisitions, contract negotiations, corporate finance and
financial structuring.
Graduating from İzmir American College in 1993, Başev holds a BA degree in Political
and Administrative Sciences from Economy and Finance Department of Marmara
University, Istanbul and M.Sc. in International Economic Law from Pantheon-Sorbonne
University, Paris and European Union Studies from Galatasaray University, Istanbul.
Başev was chosen as one of the top 15 Emerging European Investment Bankers by
the Euromoney Magazine in 2004, and recently elected as the Chairman of IMAP in
November 2010.
Emre Erginler / Managing Partner
Emre Erginler is one of the Founding Partners of 3 Seas Capital Partners. Emre;
besides a solid long term experience in private equity funds, mergers and
acquisitions, venture capital and corporate finance; worked as an industrialist,
in his career too. He has also been as a member in the Board of Directors in
different companies.
Graduating from Österreichisches St. Georgs-Kolleg Istanbul, Erginler took his
BA degree in Mechanical Engineering in Syracuse University, USA in 1994 and
completed MBA in Rice University, USA in 1996.
Completing many M&A transactions in the areas of automotive, logistics,
industry, financial services, telecommunications and energy in 3 Seas Capital
Partners; Erginler had served in the European Council of IMAP.
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Tarık Şarlıgil / Managing Partner
Tarık Şarlıgil is one of the Founding Partners of 3 Seas Capital Partners. He has
vast, long term experience in mergers and acquisitions, venture capital, corporate
finance, project and tender management.
Graduating from Robert College In 1995, he received his undergraduate degree in
Food Engineering from Istanbul Technical University in 1999. In 2000, he completed
the MBA program of Sabancı University.
Completing many M&A transactions in the areas of food, retail, internet, service,
FMCG, real estate and Logistics, in 3 Seas Capital Partners; Tarık Şarlıgil works in
the FMCG, Food, Services, Retail and Internet committees of IMAP.
İbrahim Arınç / Managing Partner
Having joined 3 Seas Capital Partners in 2007, İbrahim Arınç has over a decade
of professional experience in mergers and acquisitions, corporate finance, public
offerings, convertible securities, strategic partnerships and corporate and debt
restructuring areas.
Upon his graduation from Tarsus American School in 1994, Arınç received his
Bachelor of Science (Hons.) degree in Business Administration with a double
major in and Finance and Economics from Babson College, USA, in 1998. Arınç
completed his graduate studies at Boston College, USA and earned a M.Sc.
degree in Finance in 2003.
Since 1998, İbrahim Arınç has held various positions with New York and
Istanbul based securities firms and international investment banks, completing
over 30 M&A transactions for strategic as well as financial clients. Arınç’s
transaction expertise covers a wide spectrum of sectors including; media and
entertainment, telecommunications, Internet, retail, consumer goods, food,
healthcare and entertainment.
10
Mehmet Akseki / Managing Partner
Mehmet Akseki, graduated from İzmir Özel Türk Fen Lisesi and Yıldız
Technical University Faculty of Architecture prior to obtaining his MBA in
Koç University, İstanbul, Turkey and his M.Sc degree in Finance from London
Business School. Akseki joined 3 Seas Capital Partners in 2010 as a Managing
Partner.
Since 1998, Mehmet Akseki held several corporate finance advisory roles in
İstanbul and London based securities firms and global investment banks,
working on cross-border M&A transactions for corporate and financial
investors across different geographies. In his career, Akseki acted as an advisor
in several mid to large size M&A transactions in media, telecommunications,
energy, consumer products and infrastructure sectors.
Khaled El Ghannam / Chairman, 3 Seas Capital Partners Egypt
Khaled El Ghannam is the Chairman of 3 Seas Capital Partners Egypt. El Ghannam
has wide experience in M&A, due diligence, audit, and tax consultancy.
Following his graduation from university in 1978 he joined the Egypt office of one
of the largest international audit, tax and financial advisory services firms where
he became a partner in 1992 and subsequently established the corporate finance
and financial transactions division in 1998.
Since 2003, the companies where El Ghannam is a Managing Partner have carried
out many restructurings and turn arounds that included financial debt settlements,
debt and equity financing advisory, valuation and M&A assignments for domestic
and multinational companies.
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11 M&A projects
in 2010 and ranked first among all the financial
institutions in Turkey in number of completed transactions.
3 Seas Capital Partners completed
12
Completed Transactions in 2010
Groupe Cheque Déjeuner - Multinet
Wenice Kids - Eurasia Capital Partners
One of the top three payment voucher firms in the
world, France based Groupe Cheque Dejeuner has
acquired Multinet Kurumsal Hizmetler A.Ş., one of the
leading Turkish firms in the payment vouchers and
meal cards business for a sum of $90 million.
The leading kids’ apparel brand Wenice Kids has formed an
alliance with The Netherlands based WNC Kids Holding,
a joint venture representing the consortium led by Eurasia
Capital Partners, a Turkey based private equity fund and also
and including Netherlands Development Finance Company
(FMO) and the regional investment fund Balkan Accession
Fund (BAF). Under the terms of this alliance, WNC Kids
Holding has acquired a 50% stake in Wenice Kids.
3 Seas Capital Partners acted as the exclusive financial
and strategic advisor to Groupe Cheque Dejeuner
throughout the process.
Groupe Cheque Dejeuner
Established in 1964 to serve as a voucher service
provider for both private and public institutions,
Groupe Cheque Dejeuner has evolved into one of the
top three payment voucher firms globally. The firm
operates in 12 countries with its 48 subsidiaries and
1955 personnel. In 2009, Groupe Cheque Dejeuner has
achieved a transaction volume of over € 4 billion with
its 26.8 million clients.
Multinet
Founded in 1999, Multinet was the first in its sector
to employ smart card technology services. The
firm provides smart cards covering food, fuel,
accommodation and transportation expenditures for its
retail and corporate clients. Multinet has also formed
“Multicar” to provide fleet rental services which has
expanded to a 1,300 vehicle fleet. Multinet generated
revenues of € 250 million in 2010.
3 Seas Capital Partners acted as the exclusive financial and
strategic advisor to Wenice Kids shareholders throughout the
process.
Wenice Kids
Wenice Kids was established in 1998 by Kuşam Tekstil
which had started its children’s clothing production in 1993.
Wenice Kids quickly became one of the world’s leading
brands in children’s clothing with its pioneering approach to
kids fashion and retailing. Wenice Kids currently operates
378 stores in 63 countries with over 1100 points of sale and
aims to expand its presence to 90 countries, securing its place
as one of the top 10 children’s clothing brands by the year
2012.
Eurasia Capital Partners
Eurasia Capital Partners, a Turkey focused private equity
fund has made its first investment in Wenice Kids. Istanbul
Venture Capital Initiative (iVCi) - an advisor to the European
Investment Fund (EIF), Netherlands Development Finance
Company (FMO), International Finance Corporation (IFC) - a
World Bank organization, European Bank for Reconstruction
and Development (EBRD) and Axxess Capital are among the
investors of Eurasia Capital Partners.
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Invus - Airties
Invus, a U.S. base private equity firm, has
invested in Turkey’s leading wireless network
equipments manufacturer Airties as a minority
shareholder.
3 Seas Capital Partners acted as the exclusive
financial and strategic advisor to Invus Group
and partners throughout the process.
Invus Group
Established in 1985, Invus manages over 4
billion USD of funds with its offices in New
York, London Paris and Hong Kong. Invus
aims to focus on web-based technology firms
which offer high growth opportunities. Some
of the past investments made by Invus include
Weight Watchers, Keebler, Harry’s, Avantec,
Grow.net and Odontoprev.
AirTies
AirTies was founded in 2004 by an executive
and technical team, originally from the Silicon
Valley, with the vision of becoming the market
leader in the EMEA market. AirTies develops
and markets products that wirelessly connect
electronic devices to each other, the internet and
people. The firm also has operations in Greece,
Russia and Ukraine with a domestic retail
market share of %60. AirTies is the leading
supplier for many service providers including
Türk Telekom.
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Turkon / MNG - Energo-PRO
Energo-Pro, the Czech Republic based energy company,
has acquired Hamzalı, Resadiye and Kaskatı hydroelectric
power plants with a total generation capacity of 81 MW,
from the leading Turkish groups, Turkon Holding and
MNG Holding for a sum of 380 million USD.
3 Seas Capital Partners acted as the exclusive financial
and strategic advisor to Turkon Holding and MNG
Holding shareholders throughout the process.
Turkon Holding
Turkon Holding is a prominent Turkish maritime
transport company and a part of the Kaşif Kalkavan
Group, one of the most established players in Turkey’s
maritime business. Led by Mr. Nevzat Kalkavan, Turkon
Holding has one of the country’s most modern fleets and
conducts container transportation on the U.S., Europe,
and Eastern Mediterranean routes. Turkon has offices
and agencies in all ports of Turkey as well as several
important maritime centers of the world.
MNG Holding
MNG Holding is one of the leading groups of Turkey
with activities in various sectors. The Holding is
involved in tourism, energy, domestic and international
air transportation, domestic cargo transportation, aircraft
maintenance and repairs, finance and media sectors.
Energo - Pro
One of the largest energy firms of Central and Eastern
Europe, the Czech Republic based Energo-Pro is active
in renewable energy resources and hydroelectric power
plant operations.
Kar-en - Energo-PRO
Energo-Pro,the Czech Republic based energy company,
has acquired Kar-En Karadeniz Elektrik Üretim ve
Ticaret A.Ş., a joint venture by the leading Turkish
groups Turkon and MNG Holdings, including “Aralık”
hydroelectric power plant, for a sum of 26 million USD.
3 Seas Capital Partners acted as the exclusive financial
and strategic advisor to Turkon Holding and MNG
Holding shareholders throughout the process.
Turkon Holding
Turkon Holding is a prominent Turkish maritime
transport company and a part of the Kaşif Kalkavan
Group, one of the most established players in Turkey’s
maritime business. Led by Mr. Nevzat Kalkavan, Turkon
Holding has one of the country’s most modern fleets and
conducts container transportation on the U.S., Europe,
and Eastern Mediterranean routes. Turkon has offices
and agencies in all ports of Turkey as well as several
important maritime centers of the world.
MNG Holding
MNG Holding is one of the leading groups of Turkey
with activities in various sectors. The Holding is
involved in tourism, energy, domestic and international
air transportation, domestic cargo transportation, aircraft
maintenance and repairs, finance and media sectors.
Energo - Pro
One of the largest energy firms of Central and Eastern
Europe, the Czech Republic based Energo-Pro is active
in renewable energy resources and hydroelectric power
plant operations.
Duru Grup - Hunca
Duru Grup, headquartered in Antalya divested its
50% shares in Hunca Kozmetik Sanayi A.Ş. to Tuncer
Hunca and Jozy Holdings LLP.
3 Seas Capital Partners acted as the exclusive
financial and strategic advisor to Duru Grup’s
shareholders throughout the process.
Duru Grup
Established in 1973, Antalya headquartered
Duru Grup has six companies operating in the
sales and distribution of food, cleaning and other
utility supplies and personal care products in
Mediterranean, Aegean and Marmara Regions.
Duru Grup being one of the leading groups in the
distribution and wholesale of food products to
hotels, restaurants and cafeterias operates with a
staff of 500 and 300 vehicles.
Hunca
Founded in 1957, Hunca Kozmetik is one of
Turkey’s leading personal care products company,
which owns more than 1,400 products, including
“Madigan”, Turkey’s first local men perfume
brand. In 1997, the company established the largest
personal care products of Balkans and the Middle
East in Tekirdağ, Turkey. Hunca Kozmetik owns
many brands like SHE, CALDION, Jagler and SHE
COLORS.
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Hakkasan - İstanbul Doors
The House Apart - Kerten
Hakkasan Istanbul, one of the world’s top
restaurants and a subsidiary of Turkish
Conglomerate Unitim has been acquired by
Istanbul Doors Group, the Turkey based bar and
restaurant management company.
3 Seas Capital Partners acted as the exclusive
financial and strategic advisor to Unitim Holding
shareholders throughout the process.
Kerten Private Equity, Ireland based private
equity firm, has bought a 50% shares in The
House Apart, one of Turkey’s emerging names in
accommodation & hospitality services.
Unitim Holding
Established in 1997, Unitim Holding is the
representative and master franchisee of the
world’s leading fashion brands in Ukraine,
Moldova, Azerbaijan, Kazakhstan, Romania,
Georgia and Russia as well as Turkey and
operates many stores in these countries.
Operational in retail and textile sectors, Unitim
Holding is also the master franchisee of
global brands such as Polo Ralph Lauren and
Accessorize in Turkey.
The House Apart
Established in 2007 by the founders of The
House Café —an enterprise founded in 2002 and
since then expanded to 11 different locations—
The House Apart operates with the “A Home
Away from Home” concept. The House Apart
operates in Cihangir, Galata, Tünel and Teşvikiye
neighborhoods of Istanbul with 5 buildings and
40 units. Recently, the firm has opened new
boutique hotels in Galatasaray, Nişantaşı and
Ortaköy under the “The House Otel” brand
name.
İstanbul Doors Group
Istanbul Doors Group, founded in 1993,
incorporates several prominent Istanbul based
restaurants like Da Mario, Vogue, Wan-na,
Anjelique, A’jia, Private Room, Kichnette and
Zuma. The Group is the first institutional
restaurant operator and many of its restaurants
have made it to “the Best” lists in various
culinary and gusto magazines.
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3 Seas Capital Partners acted as the exclusive
financial and strategic advisor to The House
Apart shareholders throughout the process.
Kerten Private Equity
The Ireland based Kerten Private Equity operates
in 4 different countries with its offices in Dubai,
Istanbul, Bucharest, and Warsaw. Established in
2006, Kerten currently has made investments into
Fota, Kamot and Kisan/SKS of Poland and Logos
Investments s.r.l. of Romania.
Mynet - Trendyol.com
The shareholders of Mynet A.S., the
leading Turkish Internet portal, have
made a minority investment into DSM
Grup Danışmanlık İletişim ve Satış Tic.
A.Ş, the proprietor of Trendyol.com online
shopping website.
3 Seas Capital Partners acted as the
exclusive financial and strategic advisor
to Mynet shareholders throughout the
process.
Mynet
Turkey’s first web portal Mynet, with
over 6 million registered users, 1.2 billion
pages viewed monthly and 15 million
visitors, is the leading Turkish web portal.
Apart from its news, video, movie, finance
and gaming services, Mynet provides
numerous subcategories for different
interest groups. The firm owns the top
e-mail service in Turkey as well as the
largest website for women, Ivillage. Tiger
Global Private Equity Fund has acquired a
minority stake in Mynet in February 2006
in a transaction advised by 3 Seas Capital
Partners.
Trendyol.com
The online shopping service provider
Trendyol A.Ş. was established in 2010
by DSM Grup Danışmanlık İletişim ve
Satış Tic. A.Ş. The firm quickly became
one of the leaders of its field with its
exclusive “private shopping” concept.
Trendyol offers its customers a variety of
distinguished brands at special discounts.
Membership to the site is limited and by
invitation only.
Taha Tatlıcı - Galerist
Taha Tatlıcı, a diversified investor
who predominantly focuses on
education and real estate sectors,
have established a partnership with
Galerist, one of the leading galleries of
contemporary art.
3 Seas Capital Partners acted as the
exclusive financial and strategic
advisor to Taha Tatlıcı throughout the
process.
Taha Tatlıcı
One of the leading businessmen of
Turkey, Taha Tatlıcı has interests in a
variety of sectors including education
and real estate.
Galerist
Established in 2000 by Murat
Pilevneli, Galerist Eser Sergileme
Sanat Etkinlikleri Müzayede
Düzenleme Film Prodüksiyon San. ve
Tic. Ltd. Şti pioneered the progress of
contemporary art in Turkey. Galerist
has helped showcase the artwork of
Turkish modern artists in various
international art galleries from Basel
to FIAC. Galerist also owns numerous
works of Turkish contemporary
artists including Hüseyin Çağlayan,
Elif Uras, Mustafa Hulusi and Haluk
Akakçe.
Medyaguru - Mynet
Medyaguru, one of the leading internet
advertising companies in Turkey had
been acquired by Turkey’s leading portal
Mynet.
3 Seas Capital Partners has acted as the
exclusive financial and strategic advisor
to the partners of Medyaguru throughout
the process.
Mynet
Turkey’s first web portal Mynet, with
over 6 million registered users, 1.2 billion
pages viewed monthly and 15 million
visitors, is the leading Turkish web portal.
Apart from its news, video, movie, finance
and gaming services, Mynet provides
numerous subcategories for different
interest groups. The firm owns the top
e-mail service in Turkey as well as the
largest global website for women, Ivillage.
Medyaguru
Established in 2005, Medyaguru is one
of the pioneers in Turkey in the area of
internet advertising. Providing alternative
advertisement options for the efficient
use of the internet for the brands and
services according to their budget and the
target audience criteria; Medyaguru has a
team of experts in brand advisory, project
development and banner designs.
17
Completed Transactions Based on Sectors
INDUSTRY
Bossa - Akkardan
Akkardan, the Turkish automotive
parts manufacturer, acquired 50.12%
of Bossa, one of the most established
group companies of Sabanci
Holding, based on a total value of
US$ 152.5 million.
Farplas - Öncü
Numarine - Abraaj Capital
Abraaj Capital, one of the largest
private equity firms in the Middle
East, has acquired 50% of the shares
of Numarine, one of Turkey’s
leading motor yacht manufacturers.
Farplas, one of the leading Turkish plastic
injection producers for automotive OEM
producers acquired 100% shareholding in
Oncu Dayanikli Tuketim Mallari A.S., the
leading supplier of ABS based products to
commercial vehicle producers in Turkey.
18
FarInvest - Mata
FarInvest, a Turkey based
investment company which invests
mainly in the automotive industry,
has acquired 51% of Mata Otomotiv;
producer of automotive spare parts
and wooden interiors.
Turkuaz - Henkel
Europe based Henkel, one of the
largest, global chemicals companies,
has signed a joint venture agreement
with Turkuaz a leading distributor in
Kazakhstan.
LOGISTICS AND INFRASTRUCTURE
Fina Turkon Holding
Fina Holding acquired the remaining
50% shares owned by Turkon Holding
in Fina Turkon Holding, the owner
of Kumport Liman İşletmesi A.Ş..
Fina Holding became the sole owner
of Fina Limancılık Lojistik Holding
A.Ş. (formerly known as Fina Turkon
Holding) after the transaction, where
3 Seas Capital Partners acted as the
exclusive financial and strategic
advisor.
Turkon Fina Denizcilik
Türkerler - Derince
Turkon Holding acquired the
remaining the 50% shares owned
by Fina Holding in Turkon Fina
Denizcilik A.Ş.. Turkon Holding
became the sole owner of Turkon
Fina Denizcilik A.Ş. after the
transaction, where 3 Seas Capital
Partners acted as the exclusive
financial and strategic advisor.
Türkerler Grubu, a leading
Turkish group active in
construction, energy, tourism,
real estate and textiles industries,
has won the privatization tender
of Derince Port, held by the
Privatization Administration of
Turkey, for US$ 192.5 million.
Fina / Turkon - Kumport
İSBİ - Doba
Panda - K-Line
Kumport Liman Hizmetleri Lojistik
Sanayi ve Ticaret A.Ş., one of
Turkey’s leading container ports,
was acquired by Fina Holding A.Ş.
and Turkon Konteyner Taşımacılık
ve Denizcilik A.Ş. for US$ 255
million.
ISBI, Turkey’s leading free
trade zone & logistics center
management company has
acquired majority shareholding
in Doba Investments Ltd., which
is the founder and operator of
Famagusta Free Zone in Cyprus.
3 Seas Capital Partners has advised
the shareholders of Panda Denizcilik
in their joint venture agreement with
Japan based Kawasaki Kisen Kaisha
Line (“K Line”), one of the largest
global transportation companies,
operating as K-Line Turkey.
19
REAL ESTATE
The House Apart - Kerten
Hakkasan - İstanbul Doors
Port Göcek - Doğuş Holding
Kerten Private Equity, Ireland
based private equity firm,
has acquired 50% of shares
in The House Apart, one of
Turkey’s emerging names in
accommodation & hospitality
services.
Hakkasan Istanbul, one of the
world’s top restaurants and a
subsidiary of Turkish conglomerate
Unitim Holding has been acquired
by the Turkey based bar and
restaurant management company
Istanbul Doors Group.
Dogus Holding, one of Turkey’s
largest conglomerates, has
agreed to acquire Anadolu
Turizm Yatırımları A.Ş., the
operator of Port Gocek Marina,
from Turkon Holding, one of
the most established groups in
Turkey.
Marmaris Select Maris - Doğuş Holding
Dogus Holding, one of Turkey’s largest
conglomerates, has acquired Kartal
Otel Marmaris Turizm İsletmeciligi
A.Ş., the company which owns and
operates Marmaris Select Maris Hotel
from Turkon Holding, one of the most
established groups in Turkey.
20
Kendir Keten - Boğaziçi /
Mak-Yol
Kendir Keten Sanayi T.A.Ş. was
acquired by Mak-Yol İnşaat
Sanayi Turizm ve Ticaret A.Ş.
and Boğaziçi Yatırımları A.Ş.
Yeniköy Turizm - Carlton
Yeniköy Turizm, Istanbul based real
estate investment company, has won
the tender for Carlton Hotel property
in Yeniköy, Istanbul for an amount of
70,000,000 YTL. The tender was held
by Savings Deposit Insurance Fund
of Turkey.
REAL ESTATE
Boğaziçi - Sait Halim Paşa
Boğaziçi Turizm Yatırım Ltd.,
an Istanbul based tourism
investment company, acquired
Yeniköy Turizm Yatırım Ltd.,
the Istanbul based real estate
Investment Company, which
owns the operating rights for Sait
Halim Pasa Mansion located on
in Yeniköy, on the Bosphorus.
HEALTHCARE
Çam Tourism Investments
A group of private Turkish investors
have acquired Çam Tourism
Investments Ltd, a company holding
certain real estate properties in Cyprus.
3 Seas Capital Partners has acted as
the exclusive financial and strategic
advisor to the group of private Turkish
investors on the acquisition.
Marfin Investment - Şafak
Hastaneleri
Hygeia Diagnostic & Therapeutic
Center of Athens SA, an Athens
based healthcare group, owned
by Marfin Investment Group,
Greece based investment holding
company, has acquired 50% of
Istanbul based Şafak Healthcare
Group which owns four hospitals
in Istanbul.
CONSUMER PRODUCTS AND SERVICES
Duru Toplu Tüketim - Güney 2M Dağıtım
Güney 2M, the largest Turkish distributor
and wholesaler of food and food related
products to the hotel, restaurant and
cafeteria businesses, has acquired 80%
share of Duru G2M, a joint venture set
up by and between Güney 2M and Duru
Toplu Tüketim, an Antalya, Turkey based
distributor and wholesaler.
Sandras Su - Coca Cola
Coca Cola İçecek, the listed Turkish
bottler and distributor of non-alcoholic
beverages, has acquired certain assets,
rights and licenses of Sandras Su Gıda
Turizm Taşımacılık İnşaat A.Ş., the Turkeybased company engaged in water bottling
business, from Turkon Holding, one of the
most established groups in Turkey.
Duru Grup - Hunca
Duru Grup, headquartered
in Antalya, has transferred
its 50% shares in Hunca
Kozmetik Sanayi A.Ş. to
Tuncer Hunca and Jozy
Holdings LLP.
21
RETAIL
Taha Tatlıcı - Galerist
Taha Tatlıcı, a diversified
private investor who
predominantly focuses on
education and real estate
sectors, has established a
partnership with Galerist,
one of the leading galleries of
contemporary art.
Tommy Hilfiger
Wenice Kids - Eurasia Capital Partners
Turkey’s leading kids’ apparel brand Wenice
Kids has formed a partnership with The
Netherlands based WNC Kids Holding, a
joint venture representing the consortium of
Netherlands Development Finance Company
(FMO) and the regional investment fund
Balkan Accession Fund (BAF), under the
leadership of Eurasia Capital Partners, a
Turkey based private equity fund. Under the
terms of this alliance, WNC Kids Holding has
acquired a 50% stake in Wenice Kids.
Unitim Holding, which has been the
owner of the exclusive franchising and
distribution rights of fashion brand
Tommy Hilfiger in Turkey and several
CIS countries since 1998, has transferred
all Tommy Hilfiger stores operating
in Turkey along with the exclusive
franchising and distribution rights of the
brand to Tommy Hilfiger Marka Dagitim
ve Ticaret A.Ş., the Turkey based retail
firm and an affiliate of Tommy Hilfiger
Europe BV.
22
Camper - Coflusa Sau
Coflusa Group, the Spanish retail
group, has agreed to acquire
majority shareholding in the
Unitim Holding subsidiary that
operates 15 Camper stores in
Turkey from Unitim Holding
through an asset sale transaction.
Harvey Nichols - Demsa
Maxi - Migros
Demsa İç ve Dış Ticaret A.Ş.,
the Turkey based retail firm,
has agreed to acquire Harvey
Nichols Istanbul, the Istanbul
franchise of the UK based
luxury department store from
UnitimHolding.
Certain assets belonging
to İstanbul based Maxi
Supermarkets; the supermarket
chain belonging to Hamoğlu
Group, has been acquired by
Migros, one of the leading retail
groups in Turkey.
MEDIA AND ENTERTAINMENT
Mynet - Trendyol.com
The shareholders of Mynet
A.Ş., the leading Turkish
Internet portal, have made a
minority investment into DSM
Grup Danışmanlık İletişim ve
Satış Tic. A.Ş., the proprietor of
Trendyol.com online shopping
website.
Medyaguru - Mynet
Medyaguru, one of the leading
Internet advertising companies
in Turkey has been acquired
by Turkey’s leading Internet
portal Mynet.
Tiger / Mynet - Yonja
Tiger Global, a New York based
private equity fund, and Mynet,
the leading Turkish Internet portal,
acquired 50% of San Francisco
based Yonja LLC, owner of www.
yonja.com, the international
community and friendship site.
Lift - Kampüs
Mynet - Beyazperde
Lift - Tiger
Lift Medya, the leading indoor
advertising company in Turkey, has
acquired Kampüs together with its
subsidiary Okul, the leading indoor
advertising companies active in
universities and high schools.
Mynet, the number one Turkish
Internet portal, has acquired
the leading cinema Web site,
beyazperde.com.
The Tiger Global Private
Investment Partners, a New
York based private equity fund,
acquired minority interest in
Lift Medya, one of the leading
indoor advertising companies
in Turkey.
23
MEDIA AND ENTERTAINMENT
TELECOMMUNICATIONS
Mynet - Tiger
Fintur Holding - Azercell
The Tiger Global Private
Investment Partners, a New
York based private equity fund,
acquired minority interest in
Mynet, the number one Turkish
Internet portal.
In March 2008, Azerbaijan Information
and Communication Technologies
Ministry privatized the remaining
35.7% shares of Azercell, which is the
largest GSM operator in Azerbaijan
with more than 3 million subscribers.
Fintur Holding, a joint venture between
TeliaSonera and Turkcell, acquired the
remaining 35.7% shares of Azercell
TeliaSonera - MCT
TeliaSonera, the leading
telecommunications company in
the Nordic and Baltic region, has
acquired 100 percent of the shares
in MCT, a US based company with
majority controlling shareholdings in
three Central Asian GSM operators
in Uzbekistan and Tajikistan and a
small minority interest in the leading
GSM operator in Afghanistan, for an
enterprise value of approximately
US$ 300 million.
FINANCIAL SERVICES
Groupe Cheque
Déjeuner - Multinet
One of the top three meal and
payment voucher firms in the
world, France based Groupe
Cheque Dejeuner has acquired
Multinet Kurumsal Hizmetler
A.Ş., one of the leading Turkish
firms in payment vouchers and
meal cards business for a sum of
$90 million.
24
Fleetcorp
In March 2009, The International Investor (TII),
a leading Middle Eastern investment group,
has agreed to acquire the remaining 25% stake
in Fleetcorp Turkey (previously known as
Docar), one of the leading Turkish operational
fleet leasing companies, from its founding
shareholders. TII had previously acquired the
75% shareholding of Docar in 2005 from the
founding shareholders. TII has became the sole
owner of the company after the transaction.
Eko Finans - Bancroft
Bancroft, a private equity firm
that has been active exclusively in
the region of Central and Eastern
Europe since 1989, acquired minority
interest in Eko Finans Factoring,
which is a factoring services
provider in Turkey with 15 branch
offices countrywide, focusing on
small to mid-sized enterprises.
FINANCIAL SERVICES
TECHNOLOGY
Docar - TII
Docar - Renty
Invus - Airties
The International Investor (TII), a
leading Middle Eastern Investment
Group acquired 75% shareholding
in Docar, one of the leading
operational fleet leasing companies
in Turkey.
Docar, one of the leading
Turkish operational fleet leasing
companies acquired 100%
shareholding in Desas Ticari
Araçlar Kiralama Servis ve Tic.
A.Ş., the leading commercial
vehicle leasing company in
Turkey, operating under the
“Renty” brand.
A U.S. base private equity firm
Invus has invested in Turkey’s
leading wireless network
equipments manufacturer
Airties as a minority
shareholder.
ENERGY
Turkon / MNG - Energo-PRO
Kar-en - Energo-PRO
The Czech Republic based Energy Company
Energo-Pro has acquired Hamzalı, Resadiye
and Kaskatı hydroelectric power plants with
a total generation capacity of 81 MW, from
the leading Turkish groups, Turkon Holding
and MNG Holding for a sum of 380 million
USD.
The Czech Republic based energy company
Energo-Pro has acquired Kar-En Karadeniz
Elektrik Üretim ve Ticaret A.Ş., a joint venture
by the leading Turkish groups Turkon and MNG
Holdings, including Aralık hydroelectric power
plant, with with a generation capacity of 13 MW,
for a sum of 26 million USD.
25
IMAP is an exclusive global organization of leading
independent merger and acquisition
advisory firms.
28
30 countries, 50 offices, more than 400 senior executives
IMAP: M&A Services Worldwide
Formed in 1973, IMAP is the most well established and experienced M&A
partnership
This year we spare more pages for
IMAP, of which we’ve been the
exclusive partner in Turkey since
2006.
The main reason for this is that; as
our Founding Partner and CEO
Şevket Başev has been elected as
the Chairman of IMAP and we
now have first hand access to more
opportunities that we may offer to
our clients in the global arena. In the
light of the information provided
in the following pages, we believe
that the performance of the IMAP
Firms in the global markets and their
completed transactions will inspire
us all.
IMAP is an exclusive global
partnership of leading independent
merger and acquisition advisory
firms. Formed in 1973, IMAP is
the world’s most well established
and experienced M&A partnership
operating globally.
IMAP is shifting towards to a more
integrated operating structure
through systematic business
practices that support the ability
to serve its clients. Today, IMAP
operates as a global operation with
a professional staff and a large team
of committed global transaction
advisors. For almost 40 years of
service, IMAP colleagues have
worked together to successfully
complete thousands of transactions.
Currently, IMAP is comprised of
40 firms located in 30 countries.
These firms are represented by
more than 400 experienced advisors
and analysts and share common
values and principles, reinforced
by rigorous standards and
qualifications to ensure maximum
service quality and best results.
IMAP’S corporate office is located in
Sarasota, Florida, USA.
29
Board of Directors
Şevket Başev, Turkey
Jose Sauma, Costa Rica
Michel Champsaur, France
Michael Drury, USA
Scott Eisenberg, USA
Mark Esbeck, USA
Chairman
Director
Director
Director
Financial Director
President & CEO
Karl Fesenmeyer, Germany Eduardo Morcillo, China Steven Dresner, USA
Søren Nørbjerg, Denmark
Istvan Preda, Hungary
Antonio Zecchino, Italy
Former Chairman
General Secretary
Director
Director
Director
Director
IMAP Board of Directors is comprised of leading international investment banking and corporate finance
professionals who are also the shareholders of IMAP. Şevket Başev, Founding Partner and the CEO of 3
Seas Capital Partners has-been elected as the Chairman of the Board of Directors at the general assembly
meeting in November 2010. IMAP Board members are as below;
30
Global Financial Ranking 2010
w
Number of
Deals
IMAP
Deal Value
($ Million)
Rank
Financial Advisor
1
KPMG
291
7,819.6
2
PricewaterhouseCoopers
267
4,703.9
Deloitte
241
4,483.5
IMAP
Ernst & Young LLP
186
184
1,812.6
4,334.7
6
Morgan Stanley
163
9,510.1
6
Lazard
163
5,892.0
6
Rothschild
163
5,174.2
9
Houlihan Lokey
142
4,530.8
10
Credit Suisse
133
6,133.9
11
Goldman Sachs & Co
126
4,967.7
12
UBS
118
5,706.4
5,258.4
3
4
5
13
Nomura
109
14
BDO International
108
1,049.8
15
JP Morgan
101
3,282.3
16
Deutsche Bank AG
96
5,070.6
1,235.8
16
M&A International
96
18
Mizuho Financial Group
95
2,819.9
18
Bank of America Merrill Lynch
95
5,082.5
20
Sumitomo Mitsui Finl Grp Inc
93
2,500.1
* Transactions up to $ 200 million in value are included.
Industry Groups
In accordance with their sector
expertise, global experience and
relationship network MAP firms
established “Industrial Groups”
to provide their clients the most
convenient solutions for their needs
within M&A activities. These groups
are mainly focused on Industrials,
Healthcare, Energy& Power,
Real Estate, Retail, Financials,
Technology, Telecommunications,
Government & Agencies, Media and
Entertainment, Consumer Products
and Services, Materials, Chemicals,
Packaging & Construction Goods,
Food & Beverage and Consumer
Staples.
Facts and Figures
Over its 37-year history, IMAP has
seen a steady increase in the number
of successful transactions completed
each year. This past decade has been
marked by especially strong growth
and IMAP successfully completed
more than 2,000 transactions in the
last 10 years.
1st
1st
4th
4th
5th
in Eastern Europe
For values up to USD
500 million
in Nordic Region
For values up to USD
500 million
in the entire world
For values up to USD
200 million
in EMEA region
For values up to USD
100 million
in the USA
For values up to USD
100 million
IMAP completed a remarkable
179 transactions in 2009, the most
difficult year in the history of global
M&A market, and 186 transactions
in 2010. IMAP consistently ranked
at the top of the Thomson Reuters
League Tables for completed M&A
transactions around the world.
IMAP ranked fourth in the world in
2010 for the completed transactions
valued under $200 million and
first in Eastern Europe and Nordic
Countries for the completed
transactions valued up to $500
million.
31
Transaction Volume & Value
Year
Number of
Transactions
Total Value of Transactions
($ Million)
Average Value per Transaction
($ Million)
2000
182
3,151.0
17.3
2001
199
2,096.0
10.5
2002
217
4,425.0
20.4
2003
210
3,470.0
16.5
2004
190
5,803.0
30.5
2005
220
4,079.0
18.5
2006
218
6,341.0
29.1
2007
254
9,946.0
39.2
2008
252
13,024.0
51.7
2009
179
6,159.3
34.4
2010
184
11,010.8
59.8
2010 Transactions by Region
Year
Region
2010
Asia
2010
EMEA
Value of Transactions
($ Million)
Average Value of Transaction
($ Million)
11
552.3
50.2
119
2,394.5
20.1
2010
Latin America
12
4,908.1
409.0
2010
US & Canada
42
3,155.9
75.1
What sets IMAP apart from other
leading M&A advisory companies
is the way in which the IMAP
colleagues collaborate globally
in order to meet client needs and
provide them a suitable environment
to do their business at the right time,
under right circumstances and in the
most suitable regions.
IMAP partners are experienced
M&A professionals who share their
intimate knowledge of local markets
with the other IMAP partners. The
differences in local dynamics and
competitive situations in various
32
Number of
Transactions
markets are presented to the clients
with accurate analysis undertaken
by the IMAP partners.
The global competitiveness of
companies depends on their ability
to receive the same scale of global
consultancy services. IMAP partners,
with their global cooperation, allow
their clients to receive high-quality
of services without high costs.
IMAP colleagues stay linked
via IMAP’s exclusive Global
Collaboration Centre (GCC).
Through the GCC, advisors
constantly share:
•
•
•
•
•
Business Opportunities
Transactions &Mandates
Buyer and Seller Researches
Sector Experts
Effective and Direct Relationships and Communication Channels
When an IMAP partner begins a
project, first determines the prior
needs of the project depending on
the project features, market and the
industry. This partner (“the Project
Leader”) chooses the suitable team
members from the partners within
the related industry group by
considering their experience and
operations in targeted markets..
Therefore, the Project Leader
establishes a team that exactly
matches with the needs of the
specific project.
IMAP advisors and analysts
from around the world routinely
come together at regional and
international meetings for sharing
their knowledge, experience and
ideas.
The last symposium of 2010 was
held in Paris on 21 October 2010
In the meeting where 35 IMAP
members joined from all around
the world, it has been discussed
global collaboration issues mainly
in evaluation and optimization
of cross-border collaboration and
specific information sharing about
industries, trends, forecasts of the
global business environment.
Besides the IMAP partners,
executives of private equity groups,
corporate development officers,
global M&A attorneys and M&A
transaction advisers from more
than 30 countries attended the
symposium.
The following speakers joined the
symposium’s main panel: Gonzague
de Blignieres, Co-president of
Barclays Private Equity Europe;
Scott Berman, Managing Director
and Senior Transaction Advisor of
Morgan Joseph (IMAP New York);
Pierre Bosset, Head of Research
for HSBC Securities; and Carlos
Méndez-Peñate, a shareholder
with AkermanSenterfitt, one of the
world’s leading law firms.
The first meeting of IMAP in 2011
will be held in New York and the
second in Madrid.
33
3 Seas Capital Partners Egypt
is Up and Running
Becoming Turkey’s leader corporate
finance firm, 3 Seas Capital Partners
took an important step in the fourth
quarter of 2010. Our company
established a partnership by
acquiring 50% shares of Intelligent
Way, a leading corporate finance
company in Egypt, with the aim of
global expansion.
Our office in Egypt will bring
together the regional influence
and the wide network connections
of Mr Khaled el Ghannam, with
the experience of 3 Seas Capital
Partners. The company will be
named as 3 Seas Capital Partners as
34
in Turkey and we believe that we
will become the leader corporate
finance company in the region very
shortly.
With this first step in expanding
3 Seas Capital Partners in Middle
East and the Gulf Region, we will
be able to provide M&A services not
only to regional companies but also
to Turkish and foreign companies,
which desire to enhance their
investments in Middle East and the
Gulf Region. The reason of choosing
Intelligent Way as the Egypt partner
is the company’s wide network and
local experience as well as the close
relations of Mr. Khaled el Ghannam’s
with the business community in
Egypt.
About 3 Seas Capital Partners
Egypt
Our young and dynamic Egypt
office, which will be called as 3
Seas Capital Partners, has been
established in 2003 by Khaled El
Ghannam, one of the founding
partners of Bayt El Khebra, the
most well known and successful
corporate finance company of Egypt.
Bayt El Khebra had completed
many successful transactions and
projects since 2008 with annual
revenue of approximately $10
We expect to become the leader corporate finance company in the Region very shortly.
million. After 2008, the company
went through a transformation
period with the strategy of focusing
on M&A transactions, and named
as Intelligent Way. Focused on
M&A, Intelligent Way has a well
established structure to provide her
clients high quality services with
high command over the business
environment and investment
opportunities in Egypt and
experience in the M&A process. Our
office, provides a full service range
in M&A process with a dynamic
team of seven members who are
the leading corporate finance
professionals in Egypt, with their
experience in Bayt El Khebra Group
and Intelligent Way.
We believe that Egypt will become
the center of attention in the Middle
East and the Gulf Region in the
upcoming period with its business
environment, which will brisk
very soon, and the investment
opportunities carrying high
potential in many sectors and areas.
3 Seas Capital Partners is ready to
provide her expertise services for the
Turkish and global investors who
desire to seize the opportunities that
Egypt offers.
We hope this acquisition will
contribute and add value to Turkish
Businessmen and companies
operating in Egypt as well as our
local business environment.
35
Corporate Events
Since the establishment of 3 Seas
Capital Partners, we strived to
share our exclusive know-how
and experience with the business
environment in Turkey besides
our clients, in order to increase
awareness and spread of the M&A
culture.
visiting different regions of Anatolia
in corporate events organized
with the cooperation of respected
and associations, local chambers
of commerce, local chambers of
industry and shared our knowledge
in M&A through seminars and
meetings.
This year we enhanced our corporate
activities to a broader audience
and targeted the occupational and
industrial business organizations
and NGOs that represent our
business world in different areas.
Within this frame, in 2010 we started
During these visits, we presented
the ways to enhance attending
companies’ businesses and
opportunities ahead for
improvement and growth.
36
Our visits in 2010started with the
Association of Aegean Businessmen
and Industrialists and continued
with Kayseri Chamber of Industry.
In 2011, we desire to continue
these visits to many other cities
in Anatolia and contribute to the
growth and development of our
business environment.
ESIAD Meeting
The first meeting was in cooperation
with the Association of Aegean
Businessmen and Industrialists
and took place in the headquarters
of their Association with the
The presentations of our Founding Partner and CEO, Şevket Başev and our Managing
Partner İbrahim Arınç are appreciated by the attendants.
attendance of respectful business
people mainly operate in the Aegean
Region.
The subject of our meeting was “The
Trends and the Mergers in the New
World Economy”. We emphasized
the investment opportunities in
the developing countries and
showed examples of M&A activities
that investors realize in low risk
countries like USA, England and
Germany.
KAYSO Meeting
In the symposium we held in
Kayseri in cooperation with
Kayseri Chamber of Industry, our
subjects were “Working Principles
and Investment Criteria of the
Investment Funds” and “The Role
of the Investment Funds in the
New World Economy and Their
Increasing Effectiveness in Emerging
Markets”.
During the meeting which we held
with the attendance of KAYSO
Members and the businessmen of
Kayseri, we presented examples of
the increasing M&A activities and
investment criteria’s of investment
funds which shows an increasing to
Turkey.
Our Meetings Will Continue in 2011
3 Seas Capital Partners plans to
continue its corporate events in 2011
with the aim of increasing awareness
of the M&A culture in Turkey. . In
line with the invitations received
from respected business people and
associations, partners and experts
of 3 Seas Capital Partners would be
happy to attend corporate events in
Anatolia.
37
M&A World 2010
Bekir Yıldırım / Research Analyst
In 2010, Energy and Power industries were most active with a M&A volume of
$492 billion, constituting 20.6% of global transactions.
Energy and Power sector was one of
the most active sectors during 2010,
constituting 20.6% of global M&A
transactions with a volume of $492
billion.
According to the figures announced
by Thomson Reuters, the global
M&A market experienced the
strongest year since 2008 and
reached $2.4 trillion. The increase
in transaction volumes by 22.9%
in2010 is a signal of recovery in the
market. Following the 40% decrease
in market size by transaction
volume in 2009 due to the negative
effects of global economic crisis,
38
the market is expected to reach its
pre-crisis levels in the short term.
The most noteworthy M&A data
in 2010 are the significant increase
in large cap deals and the share of
M&A transactions in developing
countries reaching 33% in the overall
transaction volume in the Global
M&A Market.
The significant increase in large cap
deals
The bankruptcy of global investment
banks such as Lehman Brothers,
Merrill Lynch and AIG and the
troubles experienced by other
major investment banks during the
global economic crisis prevented
the completion of many deals in
2009. Large cap deals which could
not be completed due to financing
problems emerged during financial
crisis led to a decrease in transaction
size in 2009.
Following 2009, with the effect of
decreasing interest rates in U.S and
EU countries and the recovery of
distressed financial institutions
with the support of governments,
volume of large cap deals increased
by in 2010 and surpassed USD
213 large cap deals completed in
2010 contributed significantly to
the improvement of the 2010 M&A
market. Of particular importance are
the large cap deals accounting for
nearly 30% of global M&A market
with a total transaction volume of
$ 700 billion as they facilitate many
mid and small cap deals.
The largest deal of 2010 was $
27.278 billion asset sale based
merger of Benelux based GDF Suez
Energy International and UK based
International Power Plc affecting
Turkish assets including İzgaz.
The sale of 52% stake in Alcon Inc.,
the medical company of Nestle, to
Novartis for $ 25.750 billion and sale
of Cadbury to Kraft Foods for $ 23
billion were other major transactions
in 2010. Additionally, sale of 24.9%
stake in Garanti Bankası to Banco
Bilbao for US$ 6 billion constituted
the largest transaction in Turkey
in 2010 and was also one of the 30
largest transactions worldwide.
Announced M&A transactions in
developing markets during 2010
reached $ 806.3 billion.
Despite the negative effects of
global economic crisis, developing
countries such as China, Brazil
and India attracted attention lot
of interest during global economic
crisis with their significant growth
rates and accounted for 24% of
the completed M&A transactions
worldwide in 2009. Developing
countries proved to be significant
players of the M&A market with
their share in completed M&A
transactions worldwide increasing to
33% in 2010 from 24% in 2009. M&A
transactions in developed countries
increased slightly over 2009 due to
the absence of growth expectations
and shrinkage of domestic
economies. Developing countries on
the other hand, have become major
markets for global M&A transactions
with a transaction volume of $ 806.3
billion.
In 2010, developing countries
delivered an outstanding
performance in IPOs by completing
50% of global transactions
which amounted $ 269.4 billion.
Developing countries, particularly
China, Brazil and India, are expected
to take a bigger share in M&A and
IPO transactions by sustaining high
growth rates fuelled by increasing
energy, raw material and financing
needs.
Sectors with the Most
Transactions in 2010
102
75
127
492
141
166
349
174
176
195
231
Energy & Power
Real Estate
Financials
High Technology
Materials
Consumer Staples
Industrials
Media & Entertainment
Telecommunications
Consumer Product &
Healthcare
Services
Source: Thomson Reuters
Energy and power sector was the
most active
Energy and power sector was the
most active sector during 2010 with
a transaction volume of $ 492 billion
39
Announced Global Mergers and Acquistions Quartely
1600
1400
1418
1200
1000
972
896
800
895
879
800
669
600
521
400
591
476
443
471
Q1
Q2
Q3
519
563
635
547
200
0
Q1
Q2
Q3
Q4
Q1
2007
Q2
2008 Q3
Q4
2009 Source: Thomson Reuters
and constituted 20.6% of global M&A
transactions. International companies
such as GDF Suez, BP, Gazprom, Repsol,
EnBW and E.ON completed multibillion
dollar M&A transactions while Turkey
carried on the privatizations of 12
electricity and natural gas distribution
regions valued at $ 13.5 billion. As Adam
Smith’s theorem states, the natural
resources available in the nature are
limited whereas human needs are not.
Therefore, energy and power will not
only be one of the major sectors in the
M&A market but also in global agenda,
due to our limited energy resources.
Finance sector which is both the
main reason and the major sufferer
of the global economic crisis, started
to recover in 2010 with a$ 349 billion
40
transaction volume following the
significant decrease by 30% in 2009.
However the transaction volume of $
349 billion is still far below expectations
. Financial institutions, particularly
banks experiencing large capital losses,
are expected to consolidate in order to
strengthen their capital structures.
The dramatic decrease by 46%
experienced in transaction volumes in
the Real Estate sector in 2009 which is
both the other main reason and victim
of the global economic crisis seems to
have stopped the bleeding in 2010 and
witnessed a transaction volume of $166
billion. On the other hand, as in the
case of financial services, the real estate
sector has not yet reached a steady
growth phase. The recovery in western
Q4
Q1
2010
Q2
Q3
Q4
economies is a must for the recovery
of real estate sector.
The significant growth in Turkish
M&A market
Following the losses observed in
2008 and first three quarters of 2009,
Turkish economy started to recover
in the fourth quarter of 2009 and
sustained growth in four consecutive
quarters of 2010 with an annual
growth rate of 8%. The economic
recovery combined with credit
rating upgrades from international
credit rating agencies supported
the improvement in Turkish M&A
market.
According to our analysis based
on selected sector reports and
announced transactions, the Turkish
M&A market achieved 500% growth
rate in 2010. The total volume
of M&A transactions in Turkey
reached US$ 30 billion including
the estimated value of undisclosed
transactions. Approximately
half of this volume is related to
privatization transactions. On the
other hand, transactions excluding
privatizations have also reached
a volume of with a growth rate
of 300% in 2010. In total, 243
transactions were completed in 2010.
Another major development in
the Turkish M&A market is the
increasing share of domestic
investors both in transaction volume
and number. We expect that the
Turkish M&A market which started
its recovery in the last quarter
of 2009, has not reached its full
potential yet. Based on the growth
expectations of Turkish economy,
Turkish M&A market is expected
to experience strong growth rates
in the coming years with increasing
interest from domestic investors and
positive reactions from international
credit rating agencies.
2010 Number of M&A Transactions by Region
13,568
2,044
11,195
1,062
9,725
Source: Thomson Reuters
41
Branding ensures stable and predictable future
cash
flows, reducing financial risks and boosting
enterprise value.
42
Company Evaluation Methods
and Brand Value
Çağlar Uğurlu / Senior Analyst
A brand is the aggregate of all marks
that are utilized to distinguish the
company’s goods and services from
comparable goods and services
on the market. Today’s economic
environment requires not only
competitive production capabilities
but also branding, which has been
gaining importance in the recent
years. The value of a thriving
brand lies its ability to address
psychological needs of its consumers
in addition to functional ones.
This additional value is essential
for the creation of a strong brand
creating the subjective perception
that the product is superior to its
counterparts. Only for such brands,
the consumer may be willing to
pay a premium. Another significant
benefit of a strong brand is the
customer loyalty it instills, which
enables the firm to secure steady,
sustainable and profitable sales
in the long term. In other words,
branding aims to improve sales
volumes, prices and frequency of
purchases.
From a financial point of view, value
of a brand can be evaluated as the
sum of all economic benefits that
the brand generates for its owner.
This is also equivalent to the net
present value of all future financial
inputs generated by the brand. The
aggregate of all long term financial
benefits secured by a branded
product over a non-branded one
reveals the brand value.
Brand equity is the aggregate of all
values that consumers identify the
brand with and differentiate it from
other brands and in a sense is the
result of all marketing activities.
Brand Equity and Enterprise
Value (EV)
Discounted Cash Flow (DCF)
and Comparable Analysis (CA)
are the two major valuation
43
methods internationally utilized
by investment banks. These widely
accepted methods also form the
basis for the brand equity valuation
methods.
Financial ratios of relevant
companies or M&A transactions
realized in the same sector are
examined and compared within
the scope of the CA method. In
order to be suitable peers for the
CA method, prospective companies
should produce similar products
and services. However, the number
of companies with similar outputs
and similar characteristics can be
44
limited. Additionally, financial ratios
of M&A transactions are not always
announced; therefore, decreasing CA
methods applicability.
In the CA method, EV is generally
estimated as a multiple of certain
financial figures such as revenues,
EBITDA or book value. Likewise,
brand valuation within the CA
method is based on comparisons
EBITDA ratio (EBITDA multiple)
also tends to stay at higher values,
thus, the value of the brand is
incorporated in the multiples. These
favored financial figures can also be
considered as both the reason and
the outcome of investors’ strong
appetite regarding investments in
companies with prominent brands.
Hence, it is evident that the EV of
a company accounts for the value
and analyses of financial figures and
of the brand and an isolated brand
ratios. EBITDA margins of public
valuation is not possible with CA.
companies that own strong brands
tend to have higher values than
By definition, brand is a unique
its peers. In the meantime, EV/
notion; hence, its comparability
Brand equity is the aggregate
of all values consumers
identify the brand with and differentiate it from
other brands.
is questionable. Although the
taking into account the projected
volatility in sales volumes, therefore
outcomes of the CA method
future cash flows generated solely
reducing financial risks. Increased
provides apt intuitions about
by the contributions of it.
predictability, reliability and stability
the brand equity and the EV of
In other words, the value of a brand
of future cash flow projections
a company, accuracy of these
is equal to the present value of the
decrease discount rates used to
outcomes are debatable.
sum of the differences between
calculate the present values, thus,
all future cash flows generated by
increase EV of that company. Sum
DCF, the most widely accepted and
the sales of a product with and
of all these added values noticeably
utilized valuation method, has its
without that brand. In contrast to
represent the total value of a brand.
roots on the time value of money.
an unbranded product, consumers
Despite the fact that DCF method
Within DCF framework, the value of
typically prefer to purchase a
produces more meaningful and
a company is equal to the aggregate
branded product, even at a higher
dependable outcomes compared
of the present value of all projected
price, more frequently and in higher
to CA method, like any valuation
future cash flows, generated by that
volumes. Moreover, branding can be
method, it is built on assumptions
company. Similarly, the value of
utilized to build customer loyalty,
and forecasts which inherently
a brand can also be calculated by
which consequently trims down the
contain uncertainties.
45
3 Seas Capital Partners Turkey
İnşirah Sokak No: 18 34342
Bebek - İstanbul/Turkey
Telephone: +90 (212) 257 70 00
Fax: +90 (212) 257 70 05
3 Seas Capital Partners Egypt
1, El Obour Buildings, Salah Salem Road
Nasr City, Cairo, Egypt
Telephone: (+202) 226 18333
Fax: (+202) 226 19913
582
leading M&A house in Turkey
in the World.