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Deal Maker of the Year Awards 2012 WINNER - GERMANY


DEAL: Roche to Acquire Germany- based Verum Diagnostica


NAME: Thomas Welte COMPANY: Autaco GmbH POSITION: Senior Partner, CPA & Tax Accountant ADDRESS: AUTACO GmbH, Kardinal-Faulhaber-Strasse 15 80333 Munchen, Germany


TEL: +49 (0)89 20 400 77-0 EMAIL: kontakt@autaco.de WEBSITE: www.autaco.de


DEAL OVERVIEW:


In the acquisition of Verum Diagnostica by the Roche Group, we were advising Dynabyte GmbH, as the owner of Verum. From the very beginning of the M&A process we consulted Dynabyte in respect to different options of the process and the financial and tax implications. During the actual negotiations and contracting process we supported the seller in developing a mutually agreeable and workable purchase price adjustment mechanism.


Under the terms of the acquisition agreement, Roche paid Verum Diagnostica shareholders a total cash consideration of eleven million euros, and will pay potentially a further two million euros


BIO:


Thomas Welte, Certified Public Accountant and Tax Consultant, began his career with the Finance Ministry of Baden-Württemberg in Stuttgart upon completion of his business studies, earning the degree of Diplom- Finanzwirt. He then moved to KPMG Peat Marwick Treuhand GmbH/KPMG Deutsche Treuhand-Gesellschaft AG, where he rose to the level of partner. His areas of responsibility focused on corporate reorganizations (including M&A), development of innovative investment and financing models, and provision of tax and management consulting services for non-profit organizations.


After his time at KPMG, Thomas Welte 58


established the corporate tax department of Taurus Holding GmbH & Co. KG, Munich as Senior Vice President Group Accounting & Taxes, and was responsible for the strategic planning, management, and organization of corporate and shareholding structures. He also assumed operational direction of individual companies of the corporate group, including the Formula 1 Group company in Jersey and London, UK.


He then founded Autaco GmbH in Munich and concentrated his efforts on providing consulting and advisory services to large and medium-sized enterprises, particularly with regard to corporate tax issues involved in


corporate acquisitions, reorganizations and restructing, and insolvencies, as well as the development of innovative investment and financing models for private industry and public authorities.


Thomas Welte is the initiator of the AG Medienerlass (Media Law Working Group) of the Film, TV, and Fund Industry, a member of the Financial Times’ TMA Society for Restructuring, associate at ICPAS Institute of Certified Public Accountants Singapore. He is also the author of numerous specialized publications in the professional literature.


contingent upon reaching certain performance-related milestones. The transaction closed in January 2012.


With the acquisition of Verum Diagnostica, a leading company in coagulation diagnostics, Roche has secured Verum Diagnostica’s Multiplate® system. Multiplate® allows the rapid and sensitive analysis of platelet function, which is highly relevant for patients with heart attacks, stent placements, as well as patients undergoing surgical procedures. Headquartered in Basel, Switzerland, Roche is the world leader in in-vitro diagnostics.


Thomas Welte, Senior Partner Autaco: We


were in touch with Dynabyte from the very beginning of the Multiplate project in 2003 and supported the company in various projects, where we could offer our expertise. We were excited to support the company grow through various phases, finally leading to the acquisition by the world leader in the diagnostics segment.


Dr. Andreas Calatzis, CEO of Dynabyte: Autaco made an outstanding job. Their recommendations helped us a lot in the process and their predictions and estimations turned out very accurate. It was the first deal of this kind for our team. Autaco´s expertise and support was indispensible for its success.


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