Deal Maker of the Year Awards 2012 WINNER - POLAND
DEAL: AXA PE and Resource Partners acquire Delic-Pol
COMPANY: KPMG in Poland ADDRESS: ul. Chlodna 51, 00-867 Warszawa TEL: +48 (22) 528 11 00 FAX: +48 (22) 528 10 09 WEBSITE:
www.kpmg.pl
BIOS:
Krzysztof Klamut Krzysztof Klamut is a Partner in M&A Consumer & Industrial Market Team at KPMG Advisory, Corporate Finance.
Krzysztof joined KPMG in 1990 and after initial career in Management Consulting has now 18 years of experience in financial advisory as the leader in Mergers & Acquisitions projects.
Krzysztof has advised predominantly on private transactions, both sell and buy side, for local, foreign and global clients mostly in consumer and industrial markets. Some of these transaction included complex, multi party transactions, also with the participation of MBOs and LBOs.
Piotr Grauer Piotr Grauer is a Director in M&A Consumer & Industrial Market Team at KPMG Advisory, Corporate Finance.
Piotr joined KPMG in 2006 and has 12-year experience in financial advisory as a specialist in Mergers & Acquisitions, playing a managerial role on dozens of M&A transactions in Poland and in other countries, focusing on the consumer markets sector. The envisaged M&A transactions comprised the disposal projects for the companies’ owners, as well as the buy-side assignments for investors exploring acquisition opportunities in Poland and abroad.
Tadeusz Jacek Dudziński Tadeusz Jacek Dudziński is a Partner Associate at
D.Dobkowski LP - Tadeusz is the Head of the M&A practice in KPMG Law Office in Poland. He is Master of Law and
Administration and Member of the District Chamber of Legal Advisors in Warsaw.
During his 20-year professional career he primarily worked for international and high profile domestic clients. Before joining
D.Dobkowski LP he spent five years in Landwell law firm as a partner.
30 DEAL OVERVIEW:
Delic-Pol S.A. (“Delic-Pol Group” or the “Company”) is a large Polish producer of wide range of cookies products and the leading manufacturer of Jaffa Cakes in Poland. Delic-Pol was established in 1992 by Czupryna family and has been managed by the family since that time. In 2011 consolidated revenues of Delic-Pol Group were nearly PLN 200 million, making the Company the dominant player in cookies market in Poland.
KPMG role – KPMG Corporate Finance acted as the sole financial advisor to the Company’s shareholders in the process of attracting an investor. The engagement was initially envisaged as KPMG assistance to the vendors in a one-to-one selling process with an investor which had already submitted the initial offer. However, the incumbent investor shortly withdrew from the process due to its own internal circumstances. Given the circumstances, KPMG proposed finding an alternative buyer for the Company to the vendors. Our role then was enlarged to the full-scale sell-side advisory, including organising the competitive selling process, preparing the marketing materials, proposing a long list of investors, coordinating the due diligence via a VDR, support during management presentations and assisting with the deal negotiations. During the process KPMG closely cooperated with its affiliated law firm - D. Dobkowski LP. This law firm was involved in the negotiations of the SPA and other transaction related documentation as well as the transaction closing. Furthermore, in relation to the disposal, KPMG coordinated the process of some non-core assets carve-out and implementation of the effective tax structure for the vendors.
Transaction – The final bidder was a private equity fund from Resource Partners group,
which specialises in transactions in consumer goods and services sectors, operating in Central and Eastern Europe.
Outcome – KPMG conducted the competitive disposal process of Delic-Pol Group and supported the sellers in the Transaction closing at the financially attractive conditions. The project was also a perfect example of the seamless cooperation of KPMG Corporate Finance, Tax and Legal practices, which together delivered to the client full service related to the M&A transaction.
Other M&A credentials of KPMG and D. Dobkowski LP in Consumer Markets in Poland – KPMG has become a leading M&A advisor in Consumer Markets in Poland, especially in the Food & Beverages sector. The transaction closed with our assistance in 2011-12 comprised, among others:
• Advisory to shareholders of Bacha Polska Sp. z o.o., a dairy desserts and yoghurts producer, in disposal of the company to Zott Polska
• Advisory to Pharma Cosmetic shareholders in the disposal process of the company to Arseus N.V.
• Advisory to Nestle Waters on the disposal of spa resort Zaklad Leczniczy, Uzdrowisko Naleczów” S.A. through management buyout
• Advisory to the PE house Avallon on the disposal of Good Food S.A., rice cakes manufacturer, to another PE house Resource Partners
• Advisory to King Oscar sp. z o.o. , a can fish manufacturer, on acquisition of core asset of BK Food Poland sp. z o.o.
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40 |
Page 41 |
Page 42 |
Page 43 |
Page 44 |
Page 45 |
Page 46 |
Page 47 |
Page 48 |
Page 49 |
Page 50 |
Page 51 |
Page 52 |
Page 53 |
Page 54 |
Page 55 |
Page 56 |
Page 57 |
Page 58 |
Page 59 |
Page 60 |
Page 61 |
Page 62 |
Page 63 |
Page 64 |
Page 65 |
Page 66 |
Page 67 |
Page 68 |
Page 69 |
Page 70 |
Page 71 |
Page 72 |
Page 73 |
Page 74 |
Page 75 |
Page 76