1 | M&A NEWS M A Y 2 0 21
24 Ugur Sahin Billionaire
scientist behind the Pfizer
vaccine has not sold a single
share of his booming stock.
29 Mukesh Ambani buys
famous Britain country club
38 Pascal Soriot, CEO
AstraZeneca’s - vaccines,
management in focus
42 Kylie Jenner's
Cosmetics featured in 10 of
the most successful US
celebrity businesses
53 Gilberti Tomazoni,
CEO of JBS, the world’s
largest meat supplier,
expands plant-based food
products with Vivera
acquisition
COVER STORY
4 Pavel Durov — a detailed biography
GLOBAL NEWS
16 M & A booming
20 Six reasons why a healthy environment should be a human right
EUROPE
24 The billionaire scientist behind the Pfizer vaccine has not sold
a single share of his booming stock
27 Credit Agricole raises Creval offer in bid to secure Italian expansion
29 Mukesh Ambani buys Britain country club for 65.5 million pounds
31 Porsche plans EV battery cells factory in southern Germany
32 Apollo in talks to sell Slovenian bank Nova to Hungary's OTP
34 Spotify’s Daniel Ek says he would buy Arsenal if owner agrees to sell
36 Paragon acquires a majority stake in Sovendus Group
38 Vaccines, management in focus as GSK, AstraZeneca report
40 Compusoft to acquire First Degree Systems
AMERICAS
42 10 most successful celebrity businesses in the United States
48 Itaú Unibanco Holding S.A.: US$ 400 million raised to finance SMEs
49 The empanada chain EL Noble was bought by Andesmar's director
50 Tesla accident: The driver's seat was empty
52 Canada's Northland Power buys Spanish wind farms and solar parks
53 JBS expands plant-based food products with Vivera acquisition
54 Elliott reportedly builds stake in drug maker GSK
57 ABC News names Godwin as president
58 Cannabis tech company Akerna acquires Viridian Sciences
59 Wasatch to invest $100 million in Bespoke Capital Acquisition Corp
61 "Amazon will go out of business": Jeff Bezos explains why
2 | M&A NEWS M A Y 2 0 21
ASIA-PACIFIC
64 Asia’s best companies 2021 revealed by FinanceAsia
66 Panasonic acquires supply chain, AI software provider
Blue Yonder in $7.1 billion deal
67 Byju’s to go global with a one-to-one learning platform
led by Karan Bajaj
69 Baidu’s Jidu Auto to invest $7.7 bln in ‘robot’ smart cars
71 Maggie Beer advised on $40m acquisition of e-commerce company 66 Yasuyuki Higuchi,
72 Monetary policy: Soon, you can withdraw cash from digital wallets CEO: Panasonic acquired
74 Australia’s Afterpay considers U.S. listing as ‘buy now, AI Software provider
pay later’ takes off Blue Yonder
76 Reliance-Aramco deal progressing despite India-Saudi oil stand-off

ME-AFRICA
78 Egypt’s non-oil exports rise 6% in Q1 2021: Trade Ministry
80 Lebanon debuts its first EV which is also the first automobile
to be made in the nation
82 Naspers investors want big deals, share buyback after 72 Xia Yiping named
tencent windfall CTO for Baidu and Geely’s
84 Saudi buy-now-pay-later firm raises $110mln in funding JV to build an electric
85 The African Continental Free Trade Zone (AfCFTA) to boost vehicle (EV)
small and medium-sized enterprises (SMEs) in Mozambique
88 What is the new process of financial emigration from South Africa?
90 ACUD, MasterCard discuss turning New Capital into cashless city
92 Dubai-based restaurant booking start-up Eat App is hiring
beyond the Middle East. Here’s Why.

REAL ESTATE
96 DLD's Real Estate Updates bulletin highlights real estate sector's 78 Nevine Gamea,
Egypt’s Minister of Trade:
continued positive results in Q1 2021
Egypt’s non-oil exports
97 How much it costs to buy a 5-bedroom estate home in Italy, US,
rise 6% in Q1 2021
and New Zealand vs South Africa
101 Vice co-founder Shane Smith bags record price for
Los Angeles hacienda
103 TV hit-maker Ryan Murphy sells character-loaded Beverly
Hills home for $16.25 million

EXTRAS
106 M&A transactions pose special challenges for risk management
82 Bob van Dijk, CEO of
113 Intellectual Property issues in Mergers and Acquisitions
Naspers, Africa’s biggest
118 Finding your place in the building company, sold $14.7
billion stake sale in its
Tencent investment

.Cover story – Cover 92 Christo Van Wyk, VP

3 | M&A NEWS M A Y 2 0 21 of Commercial, Eat App.
Cover Story

Pavel Durov — a detailed biography

Russian Zuckerberg, Russian Neo, an intelligent boor, an excellent student with a

bad character … Such epithets describe the media as one of the most famous
Russians in the modern world.

Almost every millennial and every representative of the digital generation in the post-
Soviet space knows or even has the slightest idea who Durov is. Indeed, thanks to
him, the first social network appeared in the Russian-language segment of the
Internet, which changed the life of an entire generation.

He is an entrepreneur, programmer, creator of the VKontakte social network and the

Telegram messenger. His name is Pavel Durov and this article is dedicated to him.

Pavel Durov is the creator of the popular social network VKontakte and the famous
Telegram messenger. Durov, being an extraordinary person, is known for creating
ambitious projects, for his eccentric antics and loud statements, but at the same
time, little is known about him, since Pavel is not a fan of giving interviews and
sharing the details of his personal life.

Let's try to figure out what is known about him at the moment.

4 | M&A NEWS M A Y 2 0 21
Biography

Pavel Valeryevich Durov was

born on October 10, 1984 in St.
Petersburg in the intellectuals
family of Albina and Valery
Durov. Pavel is their second
common child. He also has an
older brother, Nikolai.

Pavel Durov — creator of

VKontakte and Telegram

Both brothers inherited outstanding mental abilities from their parents, which is not
surprising, since Pavel’s father is a doctor of philological sciences, the author of such
scientific works, as "Julius Caesar: a man and a writer" and "Nero: an actor on the
throne", head of the department of classical philology of the philological faculty of
St. Petersburg State University, and his mother worked as a professor at the same
university.

As a child, Pavel had to move with his family to Italy, where in Turin
his father was offered to work. There, Pavel went to first grade.
Two years later, the whole family returned to Russia, where Pavel
went to study at secondary school. After studying there for four
years, Pavel transferred to the D.K. Faddeev Academic Gymnasium,
where he studied all subjects in depth, including four foreign
languages.
Pavel Durov in childhood

Pavel Durov in his youth

From a young age, Pavel gained a reputation as a scholar and ... mischievous. Once
Pavel made a shocking act: he took a photo of an informatics teacher and set it as
wallpaper on all school computers, accompanied by the inscription "Must die".

After that, Pavel was denied access to computers, but he successfully circumvented
the ban by hacking passwords. And it is not surprising that he had such skills,
because from the age of 11 he was passionate about programming with his brother.

“Also, Pavel often argued with teachers,

defending his point of view.”
5 | M&A NEWS M A Y 2 0 21
After graduating from high school with a silver medal, Pavel Durov entered the
philology faculty of St. Petersburg State University with a degree in English
philology and translation.

By the way, according to the information on Pavel’s official page in VK, he speaks
eight languages: Russian, English, French, German, Spanish, Italian, Latin and Farsi.
It is impossible to say how true this information is.

At university, Pavel was one of the best

students with a high level of intelligence. Durov
repeatedly won victories in the Olympiads in
linguistics, programming and design, was a
scholarship holder of the Government of the
Russian Federation and the President of the
Russian Federation, three times winner of the
Potanin Prize.
Pavel Durov as student

Already in his student years, Pavel showed himself as a leader and organizer. He
created the durov.com website, which housed a database of educational materials
that were intended for students of humanities. Then he realized another idea - to
unite students of St. Petersburg State University for virtual communication using the
forum. Thus the site spbgu.ru was born.

On this site, each student had his own personal account, which included columns
with the following data: name, faculty, list of friends and groups. Each user also had
the opportunity to blog. That's how the prototype of the VK social network came into
being. To promote his site, Pavel organized in-university beauty and design contests,
and sometimes, to revitalize the forum, he arranged heated discussions with himself
using an anonymous account.

In 2006, Pavel Durov graduated from the university with honours.

It is noteworthy that in this university Pavel was trained at the military faculty with
a specialization in Propaganda and Psychological Warfare.

Further, Durov devoted his life to creation, self-development and entrepreneurship.

During all this time, his offspring “VKontakte” and “Telegram” appeared, the
subsequent development of which led to a conflict (as you can read below) with the
Russian authorities, as a result of which Pavel emigrated from the Russian
Federation.

6 | M&A NEWS M A Y 2 0 21
Where Pavel Durov lives

Durov left Russia in April 2014, saying that he would not return to his homeland,
since the rules of the game in this country are opaque and it is impossible to conduct
an online business in it, especially after refusing to cooperate with the authorities.

Today, Pavel lives a nomadic life. He travels with his team of programmers around
the world and stays in the same country for no more than a month.

Pavel on a horse in the desert

Citizenship

In the spring of 2013, Pavel became a citizen of the island state of Saint Kitts and
Nevis, donating $ 250,000 to the Sugar Fund of this small country. Having made an
investment in the country's economy, Paul received a passport from a citizen of Saint
Kitts and Nevis. With this passport, Pavel can visit 132 countries without visas,
including the EU and the UK. It is noteworthy that the new citizenship of Durov
became known only in 2014, when he officially left Russia. It turns out that Pavel
has long considered the possibility of leaving his homeland.

7 | M&A NEWS M A Y 2 0 21
 Status

According to Forbes
magazine, the
financial condition
of Pavel Durov has
been growing since
2016. In 2016 in the
ranking of 200
richest Russians he
occupied 135th place
with a state of 600
million dollars, then
by 2020 he had risen to 30th place and his state was 3.4 billion dollars, becoming
12th with 17.4 billion dollars in 2021.

The main sources of income for Pavel are the Telegram messenger and the TON
blockchain platform. It is possible that in the near future Pavel’s condition may
decrease, since in May 2020 Pavel announced the cancellation of the TON Blockchain
system, which would force Pavel to return money to investors. And this is
approximately 1.7 billion dollars.

Pavel Durov VK

The story of the creation of VKontakte began with the fact that back in 2006, his old
friend Vyacheslav Mirilashvili wrote to Durov, who was studying in the USA at that
time. Vyacheslav told him about the growing popularity of the Facebook social
network and shared his thoughts on this subject. So they came up with the idea of
creating a Russian-language analogue of the social network. Pavel took over the
creative part of the project, his brother Nikolai - the technical, and Vyacheslav and
their mutual friend Lev Leviev supported the project financially.

On October 1, 2006, the company, founded by Pavel Durov, Vyacheslav Mirilashvili

and Lev Leviev, registered the domain vkontakte.ru. And on October 10 of the same
year, when Pavel turned 22, the platform began to function. At first, the network
could register only by invitation, but in December 2006, registration became available
to everyone. During the year, more than 3 million users were registered on the
network. The leadership of the social network organized various competitions in
order to attract new users.

In the same year, the VKontakte social network attracted the first investor, Yuri
Milner, who bought 25% of the shares, which were then sold to the Mail.Ru Group
holding.
8 | M&A NEWS M A Y 2 0 21
 Durov with investors

Social network began to commercialize — there appeared banners with contextual

advertising and a virtual currency in the form of “votes”, with the help of which you
can increase the page rating and give virtual gifts to friends.

At the end of 2007, the VKontakte website became one of the leaders in attendance
in Runet, and the number of users increased to 20 million. At the same time, the
main office of VKontakte moved to the famous Singer House on Nevsky Prospekt.
Years passed, the popularity of VKontakte grew, the social network developed
technically and commercially.

Since 2010, VKontakte shares have gradually been bought up by the Internet holding
company Mail.Ru Group. In 2011, a conflict broke out between Pavel and the head
of the holding Dmitry Grishin. Dmitry Grishin said that his holding intends to buy all
shares of VKontakte and merge it with Odnoklassniki, a competing social network.

Pavel Durov answered this statement with a photograph, where he shows the middle
finger, and under the photo there is the inscription "The official response to the Mail
trash holding company for its next attempts to absorb VKontakte." As a result, the
deal failed and, due to the conflict, Pavel quarreled with his partners Mirilashvili and
Leviev. They, without the knowledge of Durov and Mail.Ru Group, sold their 48%
stake to the UCP investment fund. The UCP, in turn, began to make claims to Pavel
that he was wasting time and resources on developing his personal projects, and not
on VKontakte.

9 | M&A NEWS M A Y 2 0 21
Although Durov himself claimed that he was spending his own money, not
companies. In the course of this conflict, both parties against each other
"exchanged" lawsuits, which were subsequently withdrawn.

Soon, Pavel Durov sold his 12% stake in VKontakte to General Director of Megafon
Ivan Tavrin. After a couple of months, Tavrin sold his stake to Mail.Ru Group, as a
result, the holding became the owner of a 52% stake in VKontakte.

In 2014, Pavel issued an April Fools' joke - he resigns from the post of General
Director of VKontakte due to significant changes in the shareholding of the
company’s management. On April 16, Pavel said that the Prosecutor General’s Office
had put forward a demand to issue data from the organizers of the Euromaidan
community and block the community of Alexei Navalny “Rospil”. Durov refused this
requirement. And on April 21, Pavel wrote on his official page that he had been
dismissed from the post of CEO. Moreover, this was done in absentia, to which Pavel
paid special attention. So ended the general story of Pavel Durov and VKontakte,
which lasted seven and a half years.

Nevertheless, Pavel continues to use his official VK account and periodically posts
important news from it.

Durov created Telegram

In 2011, in connection with

anti-government mass pro-
tests in Moscow, special forces
troops appeared at the doors of
Durov’s house. It was then that
Pavel thought about his own
future in Russia and realized
that he did not have a safe way
to contact his brother. So the
initial idea of creating a Telegram messenger arose. Over the course of two years,
his brother Nikolai Durov developed the unique MTProto encryption protocol, which
became a feature of the application.

Thanks to this feature, users can communicate in secret Telegram chats with a high
level of security and data security.

In August 2013, the official version of Telegram for iOS was released, and two
months later for Android. A desktop client for Windows, MacOS, and Linux later
appeared. A web version of Telegram for browsers has also been developed.

10 | M&A NEWS M A Y 2 0 21
Telegram Messenger

Over the entire period of its existence, the messenger’s functionality has been
regularly updated with various innovations: secret chats, encrypted audio calls,
editing and deleting sent messages,
creating groups and channels,
listening to music using the built-in
player, archiving chats and sorting
them into folders, using animated
stickers and emojis and much more.

Telegram Messenger

The development of this offspring led Durov to a protracted conflict with

Roskomnadzor, as a result of which Telegram in the Russian Federation was blocked.
It is noteworthy that Telegram is not only blocked in the Russian Federation, but
also in Iran and China. In these countries, the messenger has become a platform for
the opposition, which is not very pleased with the local authorities.

Also, Pavel Durov rather aggressively advertised his new project, not disdaining
criticism towards the main competitor — WhatsApp (which has been owned by
Facebook since 2014). At the TechCrunch forum in 2015, Pavel gave an interview
where he expressed himself unflattering about the WhatsApp messenger, saying that
“WhatsApp sucks”. To this day, Pavel publishes posts on why Telegrams are better
than WhatsApp.

Telegram is growing in popularity every year. As of April 24, 2020, the total number
of active Telegram users is 400 million, reaching 500 million in 2021.

Telegram is most popular in such countries: Iran, Russia, Malaysia, Ukraine,

Kazakhstan, Israel, India, Italy, Spain, and in Saudi Arabia and Singapore.

Durov also has his own official channel in Telegram, where he shares with the public
the news and his thoughts.

Scandals

Pavel Durov repeatedly found himself in the center of scandals and attracted media
attention with eccentric antics. For example, on May 9, 2012, Pavel posted a stinging
tweet that the people didn't celebrate Victory Day, but the right Stalin had won from
Hitler to repress his people.

11 | M&A NEWS M A Y 2 0 21
This tweet caused a lot of angry responses. Pavel explained his tweet that his
grandfather who fought in the Second World War, was repressed after the war.

A few weeks later, on the day of the city of St. Petersburg, Pavel arranged a
scandalous flash mob. Top managers of VKontakte, led by him, threw airplanes from
five-thousandth bills out of the window of the company's office on Nevsky Prospekt
in St. Petersburg. The gathered crowd under the windows tried eagerly to catch
money planes, which led to a fight. People with broken noses climbed on poles to
get "gifts." This action Durov filmed. Pavel explained his deed by the fact that he
simply wanted to cheer up the residents of the city.

At the end of 2012, Pavel nobly touched the popular Russian singer Sergei Lazarev.
Lazarev in his official twitter account said he would file a lawsuit on VKontakte
because his songs on the social network were distributed in a pirated way.

A few weeks later, an answer came from Durov: All Lazarev’s songs on VKontakte
were deleted due to a lack of cultural value.

Answer of Durov to Lazarev

When the scandalous former US intelligence officer Edward Snowden ended up in

Russia, Durov sent him an invitation to work on VKontakte, backing him with a post
on VKontakte. Pavel wrote that it would be nice if Snowden would protect the data
of millions of VKontakte users. But the American rejected the offer.

In 2017, Pavel in his Instagram account organized another flash mob

#PutinShirtlessChallenge. Durov published his photos with a bare torso and urged
all users to follow his example, thus challenging Vladimir Putin. Few supported the
flash mob, but a bunch of funny memes with undressed Durov appeared.

Durov’s views and beliefs

Pavel is a supporter of libertarian political and economic views. This explains why he
is reluctant to cooperate with government agencies. He believes that no person or
structure has the right to infringe on private property or personal information.

Pavel also advocates the de-standardization of the educational system, referring to

the fact that modern schools in the West are a relic of the industrial era and are a
conveyor of people with template views.

Pavel predicts that the future of education is for interactive learning and
decentralization of the system itself.

12 | M&A NEWS M A Y 2 0 21
Pavel supports a radical increase in taxes on industries involved in the extraction of
raw materials, the abolition of taxes in the information sphere and the deliverance
of the population from high customs duties. However, he believes that taxpayers
should choose the projects on which their taxes will be spent.

Durov also believes that it is necessary to cancel registration, passports, entry visas
and military draft, calling the above the rudiments of feudalism. In his opinion, the
restriction of movement rights leads to the outflow of the best minds from the
country.

Screen Pavel’s page in VK

In terms of religious beliefs, Buddhism is close to Pavel. Although some sources claim
that he is a Pastafarian. Of famous personalities, he is inspired by Steve Jobs. For
Pavel, the main thing in life is self-development, and in people he appreciates
courage and perseverance.

When Pavel was 33 years old, he published a post where he indicated that he had
not consumed sugar, animal meat, fast food for a long time, does not drink energy
drinks, tea and coffee, categorically does not accept pills, nicotine and alcohol, and
also does not watch television and its analogues.

Personal life

In the documentary book of Nikolai Kononov, "The Code of Durov," Pavel is described
as a cold and distant person. He can be obsessed with the idea and get carried away
with it to the maximum, working on its implementation around the clock, and he
requires the same zeal from his environment.

Judging by the photos of Pavel on Instagram, he is managing his body. It is also

especially noticeable how his appearance has changed over the years. If in college
the bald patches were visible on Pavel’s head, and his ears were protruding, but now
he is the owner of chic hair, and ears are altered by otoplasty.

Pavel in his youth and now

Durov does not share the details of his personal life. In some media sources you can
find photos, on which he is captured in the company of beautiful girls with whom he
attributed novels. But from Pavel Durov no official statements of this nature have
been received. So, his personal life for the media is a total mystery.

13 | M&A NEWS M A Y 2 0 21
Pavel Durov’s Quotes

And finally, we have collected for you the most interesting Pavel’s statements.

About state and church holidays:

"Red days of the calendar - tools to install ideology and stimulate consumption.
"Neither officials, nor traditions, nor society have the right to tell a person when to
work, when to relax, what to celebrate, and whom to congratulate with."

About the media:

"Media reports seem plausible exactly as long as they do not cover something that
you know from personal experience."

About motivation:

"Learn foreign languages. This will expand the depth of perception of the world and
open unprecedented prospects for learning, development and career growth."

About money:

"Money is overvalued because creation is much more interesting than consumption,

and the internal state is incomparably more important than the external."

About the competitors:

"Where there is no competition, there is no progress."

About loneliness:

"Communication is overrated. An hour of loneliness is more productive than a week

of talk."

About love:

"Nicotine and alcohol are the most dangerous drugs. I banned the advertising of
cigarettes and drinks on VKontakte. Love is also a drug. That's why I don’t fall in
love." Source: T9GRAM

14 | M&A NEWS M A Y 2 0 21
15 | M&A NEWS M A Y 2 0 21
M & A booming
Value of global mergers and acquisitions reaches new high.
The transaction volume climbed to its highest level since 1980.
The number of megadeals worth at least ten billion dollars also
rose.

Skyline Frankfurt, The segment of transactions between one billion

and five billion dollars is growing particularly stormily.

Dusseldorf, April 1, 2021 - Despite the Corona crisis, the value of company
purchases, and sales has reached an reached an all-time high. Global mergers and
acquisitions (M&A) in the first quarter of this year increased by 93 per cent. At 1.3
trillion dollars, the volume of transactions climbed to the highest the highest level
since statistics began in 1980, according to Refinitiv, an analyst firm.

The number of megadeals worth at least ten billion dollars rose by 37 per cent
according to the data.
16 | M&A NEWS M A Y 2 0 21
The segment of transactions between one billion and five billion dollars, with an
increase of over 170 per cent between January and March.

The reason for this is the boom with empty shell companies - especially in the USA
- that have to find a takeover target within two years. These Special Purpose
acquisition companies (Spacs) accounted for 27 per cent of the transaction value in
this segment. In total, 103 mergers involving Spacs were completed in the first
quarter worth 228.5 billion dollars.

The 300 or so new issues by Spacs with a volume of 92 billion dollars were above
the total values of 2020. The Munich-based air taxi company Lilium was the first
German start-up to go public via a Spac. Lilium is using the US shell company Qell
Acquisition Corp. behind which is Barry Engle, the former president of General Motors
North America.

After the transaction closes in the second quarter, Lilium will be listed on the US
Nasdaq exchange.

US financial regulator SEC collects information on Spacs

The heated Spacs market has already attracted the attention of the US Financial
Supervisory Authority (SEC). It is collecting information on fees, transaction volumes
and risk controls, the news agency Reuters reported. In the past few days, it has
written to several Wall Street banks.

Besides the Spacs, financial investors are also celebrating new records in the M&A
business. Worldwide deals involving private equity rose in the first quarter by 116
per cent to a good 250 billion dollars in transaction volume; in terms of numbers,
the increase was 56 per cent. Cross-border deals also remained unimpressed by the
Corona pandemic and increased in value by 135 per cent.

Banks earned a good $37 billion from total investment banking worldwide in the first
quarter - corresponding to an increase of 45 per cent. Fees for new issues of shares
and capital increases were particularly profitable.

Goldman Sachs was the top fee earner, followed by JP Morgan and Morgan Stanley,
while Deutsche Bank was the only German institution in the top ten, ranking eighth.
Source: Handelsblatt

17 | M&A NEWS M A Y 2 0 21
 Slide 1 of 8 main slides

CBA’s new website – under construction!

Good websites have a design that is visually appealing, readable,
and easy to navigate, and that underlines the purpose of the site
and gives it a consistent look.
1. well designed and functional - Our website reflects our business, our services
and ultimately our brand and we want it to be visually appealing, polished, and
professional.
2. easy to use – We create our new web presentation with obvious, logical
navigation with a clear hierarchy, consistent layouts, and visual cues of functionality
across all web pages regarding the purpose of our business.
3. optimised for mobile devices - We want our website to look good on every
platform. The growth of mobile and tablet devices is ever increasing. By optimizing
for mobile, we improve both our visitors’ experience and our SEO rankings.

18 | M&A NEWS M A Y 2 0 21
 4. fresh, high quality
content - We are concise,
interesting, and new. We
briefly explain our who,
what, why and where, and
clearly guide our visitors to
the important areas of our
M&A business, related
services, and our large team
of advisors.
5. easily accessible
contact and location - We
make it easy to engage,
offer multiple points of
contact, are active in
business media and use
easy-to-use contact forms
for a variety of approaches.
6. clear calls to action -
We ask our visitors to act in
line with our business
purpose. We provide access
to multiple databases of our buy/sell opportunities and RE properties and encourage
visitors to contact us to find the best advisor for their proposed transaction.
The entire website is full-text searchable. See it coming!
Slide 2 of 8 main slides

19 | M&A NEWS M A Y 2 0 21
Environmental rights and governance

Six reasons why a healthy environment

should be a human right
At least 155 states recognize their citizens have the right to live in a healthy
environment, either through national legislation or international accords, like the
Universal Declaration of Human Rights.

Despite those protections, the World Health Organization estimates that 23 per cent
of all deaths are linked to “environmental risks” like air pollution, water contamination
and chemical exposure.

Statistics like that are why the United Nations Human Rights Council recently passed
a resolution reaffirming states’ obligation to protect human rights, including by taking
stronger actions on environmental challenges.

Here are some of the ways that a compromised planet is now compromising the
human right to health.

1. The destruction of wild spaces facilitates the emergence of zoonotic

diseases.

The alteration of land to

create space for homes,
farms and industries has
put humans in increasing
contact with wildlife and
has created opportunities
for pathogens to spill over
from wild animals to
people.

A fox, Golden Gate Bridge, San

Francisco - Photo: Shannon
Stapleton, Reuters

An estimated 60 per cent of human infections are of animal origin. And there are
plenty of other viruses poised to jump from animals to humans. According to the
Intergovernmental Science-Policy Platform on Biodiversity and Ecosystem Services,
“as many as 1.7 million unidentified viruses of the type known to infect people are
20 | M&A NEWS M A Y 2 0 21
believed to still exist in mammals and waterfowl. Any one of these could be the next
‘Disease X’ – potentially even more disruptive and lethal than COVID-19.”

2. Air pollution reduces quality of health and lowers life expectancy.

Across the globe, nine in

10 people are breathing
unclean air, harming their
health and shortening
their life span. Every year,
about 7 million people die
from diseases and
infections related to air
pollution, more than five
times the number of
people who perish in road
traffic collisions.

Air pollution New York, Photo:

Unsplash / Photoholgic

Exposure to pollutants can also affect the brain, causing developmental delays,
behavioural problems and even lower IQs in children. In older people, pollutants are
associated with Alzheimer’s and Parkinson’s diseases.

3. Biodiversity loss compromises the nutritional value of food.

In the last 50 years alone, human diets have become 37 per cent more similar, with
just 12 crops and five animal species providing 75 per cent of the world’s energy
intake. Today, nearly one
in three people suffer from
some form of malnutrition
and much of the world’s
population is affected by
diet-related diseases, such
as heart di-sease, diabetes
and cancer.

A lady tends to her rice paddy,

Photo: UNEP / Lisa Murray

21 | M&A NEWS M A Y 2 0 21
4. Biodiversity loss also reduces the scope and efficacy of medicines.

Natural products comprise a

large portion of existing
pharmaceuticals and have
been particularly important in
the area of cancer ther-apy.
But estimates suggest that
15,000 medicinal plant species
are at risk of extinction and
that the Earth loses at least
one potential major drug every
two years.

Drugs in a medic's hands, Photo: Unsplash / Kendal

5. Pollution is threatening billions worldwide.

Many health issues spring

from pollution and the idea
that waste can be thrown
“away” when, in fact, much
of it remains in ecosystems,
affecting both environ-
mental and human health.

Marine litter on the beach. Photo:

UNEP / Duncan Moore

Water contaminated by waste, untreated sewage, agricultural runoff and industrial

discharge puts 1.8 billion people at risk of contracting cholera, dysentery, typhoid
and polio. Methylmercury – a substance found in everyday products that contaminate
fish – can have toxic effects on the nervous, digestive and immune systems when
consumed by humans. And a growing body of evidence suggests that there is a
cause for concern about the impact of microplastics on marine life and the food web.

As well, every year, 25 million people suffer from acute pesticide poisoning. And
glyphosate – the world’s most widely-used herbicide– is associated with non-Hodgkin
lymphoma and other cancers.
22 | M&A NEWS M A Y 2 0 21
Even medicines can have a negative impact as they infiltrate ecosystems. A 2017
UNEP report found that antibiotics have become less effective as medicine because
of their widespread use in promoting livestock growth. About 700,000 people die of
resistant infections every year.

6. Climate change introduces additional risks to health and safety.

The last decade was the

hottest in human history
and we are already
experiencing the impacts
of climate change, with
wildfires, floods and hur-
ricanes becoming regular
events that threaten lives,
livelihoods and food sec-
urity.

A polar bear, Photo: Reuters /

Gavriil Grigorov

Climate change also affects the survival of microbes, facilitating the spread of
viruses. According to an article published by the Intergovernmental Science-Policy
Platform on Biodiversity and Ecosystem Services, “pandemics are likely to happen
more frequently, spread more rapidly, have greater economic impact and kill more
people.”

The 46th session of the United Nations Human Rights Council recently passed a
resolution calling on states to conserve, protect and restore ecosystems, describing
them as crucial to human health and wellbeing. Some 69 states committed to
engaging in a dialogue to recognize the right to a safe, clean, healthy and sustainable
environment.

During the council session, 15 UN entities, including the United Nations Environment
Programme, delivered a joint statement expressing their support for the global
recognition of the right to a safe, clean, healthy and sustainable environment.

The resolution came just ahead of the launch of the UN Decade on Ecosystem
Restoration 2021-2030, a global effort to prevent, halt and reverse the degradation
of ecosystems worldwide. Source: UN Environment Programme, April 13, 2021

23 | M&A NEWS M A Y 2 0 21
Germany

The billionaire scientist behind the Pfizer

vaccine has not sold a single share of his
booming stock

German scientist, CEO and co-founder of BioNTech Ugur Sahin poses with his Federal Cross of Merit
(Bundesverdienstkreuz) on March 19, 2021 at the presidential Bellevue Palace in Berlin.
Image by Odd ANDERSEN / AFP / POOL

Mainz, April 22, 2021 - As the pandemic began to rage a year ago, the biopharma
industry responded in unprecedented fashion. Life sciences companies raced to find
a solution to the nightmare virus, and promising vaccine efforts soon emerged.
24 | M&A NEWS M A Y 2 0 21
The stocks of the companies with the best vaccine candidates soared, and many of
their executives rushed to sell shares with a fury that generated scrutiny.

There has been one huge exception. Uğur Şahin, the CEO and scientist behind the
first Covid-19 vaccine authorized in the U.S., has not sold a single share of his
company’s booming stock during the pandemic, Securities and Exchange
Commission filings show.

Şahin’s decision to not sell any of his BioNTech shares stands in stark contrast to the
large stock sales of some of the most prominent scientists and entrepreneurs whose
biotechnology companies developed vaccines against the virus, part-icularly Moderna
Therapeutics.

It also reflects Şahin’s general

approach to life and business. He is a
CEO who lives in a modest apartment
in the German town of Mainz, rides
his bicycle to work and doesn’t own a
car.

BioNTech HQs in Mainz

on the river Rhine

He describes himself on his LinkedIn page first and foremost as a translational

oncology professor at University Medical Center Mainz. Şahin accepts the financial
edifice that surrounds biotechnology innovation—the venture fundraising, IPOs and
merger deals. He reportedly learned the business aspects of biotechnology from
online videos and reading a Business Plans for Dummies book. But in the end, Şahin
is in it for the science and the patients.

In its hour of greatest need, Şahin emerged from relative obscurity to provide the
world with a game-changing vaccine that could save lives and tame the pandemic.
As early as January 2020, Şahin became convinced Covid-19 would become a deadly
pandemic and pivoted BioNTech to create a messenger RNA vaccine to combat it.
He then partnered with U.S. pharmaceutical giant Pfizer to develop and supply 3
billion doses of the vaccine to the world by the end of 2021.

The Pfizer-BioNTech vaccine has radically changed Wall Street’s perception of

BioNTech. In the months prior to the pandemic, Şahin had come to New York to sell
investors on BioNTech’s stock as the company launched its initial public offering by
listing on Nasdaq. At the time, BioNTech was a decade-old company that had yet to
develop a single approved product from its mRNA and immunotherapy technologies.
25 | M&A NEWS M A Y 2 0 21
Şahin received a cool reception in the stock market, which initially valued BioNTech
at $3.4 billion.

With the development of the vaccine, however, BioNTech’s stock has risen by 900%
since its 2019 IPO and today the company is valued at $37 billion. BioNTech now
expects to generate $11.5 billion of revenue under deals for the vaccine that have
already been struck. On paper, Şahin’s BioNTech stake is worth $6.1 billion.

Filings made to the Securities & Exchange Commission in February and March show
that Şahin controls 41.66 million BioNTech shares, a 17% stake, through Medine
GmbH, a limited liability company he solely owns. Medine holds a relatively small
number of shares for “a former colleague” and transferred 27,540 shares held for
other colleagues to their beneficiaries under trust arrangements late last year. But
amid this stock transfer, a securities filing in February made sure to point out that
“Neither Medine GbmH nor Prof. Ugur Sahin, M.D. has sold any ordinary shares since
February 13, 2020,” the eve of the pandemic. Such worded disclosures are not
common in securities filings. Şahin, who declined to comment, appears to have
wanted people to understand he wasn’t selling any BioNTech stock.

Last year, executives and directors of companies like Moderna, Pfizer and Novavax
NVAX -2.6% realized stock gains linked to investor enthusiasm around the vaccines
by selling nearly $500 million of stock, the Wall Street Journal reported. The selling
has continued this year. Moderna CEO Stephane Bancel has sold more than $150
million of Moderna stock since the start of the pandemic. He still owns just under
8% of Moderna. Tal Zaks has sold more than $100 million of Moderna stock, nearly
all the shares he had accumulated since becoming Moderna’s chief medical officer in
2015.

Moderna has consistently explained that all executive stock sales are made through
preset trading plans established under securities regulatory rule 10b5-1, which
legally allows corporate insiders to periodically sell a predetermined number of
shares, often tied to certain share price targets being attained.

In November, Pfizer CEO Albert Bourla sold about 60% of his stock in the company
for about $5.6 million under a preset 10b5-1 plan. The sale came on the same day
that Pfizer announced key clinical results showing that its Covid-19 vaccine was more
than 90% effective. Bourla’s share sale had been authorized in February 2020 and
updated in August. A few days later, Jay Clayton, then chairman of the SEC,
suggested corporate executives not trade in their company’s stock immediately after
preset trading plans are established. At a Senate hearing, Clayton called for a
“cooling-off” period but did not specify the length of such an interval. “Whether that’s
four months so you cover a full quarter, or it’s six months—I can make arguments
for either,” Clayton said.
26 | M&A NEWS M A Y 2 0 21
There was also some concern the stock sales by Moderna and Pfizer might undermine
the public perception of their vaccines as crucial public health tools.

For his part, Şahin has not sold any BioNTech stock in the last 18 months. The post-
IPO lockup of his BioNTech shares expired around the start of the pandemic,
securities filings show, and he was free to sell. As a result of hanging on to all the
shares, ironically, he is for now much richer—at least on paper—given the continued
surge of BioNTech’s stock price. He certainly believes the company’s cutting-edge
technology will lead to the development of therapies and vaccines for other diseases.

“Our way of developing our technologies is not based on the idea of a single-trick
pony,” Şahin told investors on a Wall Street call in March. “Rather, our goal from the
very beginning was to build a novel industrial approach for precision pharmaceuticals
that can address medical need in multiple disease areas.” Source: Forbes

Italy

Credit Agricole raises Creval offer in bid

to secure Italian expansion
Milan, April 15, 2021 - Credit Agricole Italia (CAI) has raised its bid for Italy’s Creval
by 140 million euros ($167.6 million) in an effort to secure backing for plans to
expand in Italy’s consolidating banking sector. However, a growing number of Creval
shareholders had opposed the bid, which runs to April 21, asking for a better price.

The Italian arm of French bank Credit Agricole announced in November that it would
offer 737 million euros, or 10.50 euros per share, for Italy’s third-tier lender.

“Ours is an all-cash offer with a premium

which has no precedent in buyout bids in
Italy... we want to create value for all
stakeholders,” CAI head Giampiero Maioli
said in a statement.

“This is our final offer and, please

remember, the only one that exists.”

Giampiero Maioli, CAI’s CEO

27 | M&A NEWS M A Y 2 0 21
 A branch of Credit Agricole
bank is seen in Warsaw,
Poland, July 3, 2018.
File photo: REUTERS/
Marcin Goclowski/File
Photo

CAI said late on

Wednesday it is now
ready to pay 12.20
euros per Creval
share and would
further lift the price
to 12.50 euros if
shares correspond-
ing to more than
90% of the bank’s
capital were tender-
ed, valuing the lender at 877 million euros.

The higher price offered a 44.5% premium to Creval’s closing price on the day before
the bid was announced last year.

Shares in Creval closed down 0.7% at 12.25 euros.

Creval last month acknowledged the proposal was a good strategic move but cited
a fair price of between 12.95 and 22.7 euros, based on analysis by advisers Bank of
America and Mediobanca

With its roots in Lombardy’s Valtellina area, Creval would double CAI’s market share
in Italy’s wealthiest region. Italy is Credit Agricole’s largest market after France.

Credit Agricole first invested in Creval in 2018, when the two lenders struck an
insurance partnership. Its stake is set to reach around 18%, regardless of the bid
outcome, following agreements with some of Creval’s investors ahead of the tender.

Credit Agricole is targeting 66.67% acceptance to ensure it controls extraordinary

shareholder resolutions, so as to be able to absorb Creval and maximise projected
savings.

However, it reserved the right to accept a take-up of 50% of Creval’s capital plus
one share. ($1 = 0.8351 euros) Source: Reuters

28 | M&A NEWS M A Y 2 0 21
United Kingdom

Mukesh Ambani buys Britain country club

for 65.5 million pounds

Mukesh Ambani, the richest person in India and also the wealthiest in Asia,
is ranked 10 on the global billionaires’ list. | Photo Credit: Reuters

Delhi, April 23, 2021 - Two iconic James Bond movies — 'Goldfinger' (1964) and
'Tomorrow Never Dies' (1997) were filmed at Stoke Park.

Billionaire Mukesh Ambani’s Reliance Industries Ltd has bought Britain’s iconic
country club and luxury golf resort, Stoke Park, for 57 million pounds (about ₹592
crore).

The acquisition adds to Reliance’s current stake in Oberoi hotels and hotel/managed
residences in Mumbai that is developing.

Over the past four years, Reliance has announced $3.3 billion in acquisitions with
14% in retail, 80% in technology, media, and telecom (TMT) sector, and 6% in
energy.
29 | M&A NEWS M A Y 2 0 21
The U.K.-based firm, which owns a hotel and golf course in Buckinghamshire, U.K.,
will add to Reliance’s consumer and hospitality assets, the firm said in a filing late on
Thursday.

“Reliance Industrial Investments and Holdings Ltd (RIIHL), a wholly-owned

subsidiary of Reliance Industries Limited, has on April 22, 2021, acquired the entire
issued share capital of Stoke Park Limited, a company incorporated in the United
Kingdom, for 57 million pounds,” it said.

Stoke Park Limited owns and manages sporting and leisure facilities in Stoke Poges,
Buckinghamshire, U.K. The facilities include a hotel, conference facilities, sports
facilities and one of the highest rated golf courses in Europe.

“RIIHL will look to enhance the sports and leisure facilities at this heritage site, while
fully complying with the planning guidelines and local regulations,” Reliance said.

This acquisition will add to the consumer and hospitality footprint of the oil-to-
telecom conglomerate. The group already has investments in EIH Ltd (Oberoi Hotels)
and is developing state-of-the-art convention centre, hotel, and managed residences
in BKC Mumbai. This is the second major acquisition of an iconic British company by
Mr. Ambani, 64. He bought British’s iconic toy store Hamleys in 2019.

Stoke Park has always had a close relationship to Pinewood Studios and the British
film industry. Two James Bond movies — Goldfinger (1964) and Tomorrow Never
Dies (1997) were filmed at Stoke Park. The epic duel between James Bond (Sean
Connery) and Goldfinger (Gert Fröe) is still considered to be the most famous game
of golf in cinematic history, the Park stated on its website.

Scenes like mini-break and rowing scenes from Bridget Jones’s Diary (2001) starring
Hugh Grant, Renée Zellweger and Colin Firth were also filmed at the estate with the
Georgian-era mansion set in the midst of 300 acres of parkland.

Stoke Park hosts 49 luxury bedrooms and suits, 27-hole golf course, 13 tennis courts
and 14 acres of private gardens. Although the Stoke Park estate has a recorded
history of over 900 years, it was used as a private residence until 1908, according to
its official website.

Mayer Brown International LLP and Khaitan & Co acted as legal counsels for the
transaction, and Ernst & Young U.K. advised on financial and tax matters.
Mukesh Ambani, the richest person in India and also the wealthiest in Asia, is ranked
10 on the global billionaires’ list. India has world’s 3rd highest number of billionaires,
says a Forbes report. Source: The Hindu

30 | M&A NEWS M A Y 2 0 21
Germany

Porsche plans EV battery cells factory in

southern Germany
Stuttgart, April 24, 2021 -
Volkswagen's (VOWG_p.DE)
luxury sports car unit Porsche AG
is speeding up its e-mobility drive
with plans for a German factory
to manufacture battery cells for
electric vehicles, its chief exe-
cutive officer told Frankfurter
Allgemeine Sonntagszeitung.

A Porsche logo is seen on a new car

model at the 89th Geneva International
Motor Show in Geneva, Switzerland
March 5, 2019. REUTERS/Denis Balibouse

European car manufacturers, who mainly rely on battery suppliers in Asia, are looking
to reduce their dependence from abroad in light of a ramp-up in e-cars production
to meet tougher environmental rules in the European Union.

"Battery cells are a key technology for Germany's automobile industry which we must
also have in our own country," Oliver Blume told the newspaper in an interview to
be published on Sunday.

"Porsche wants to play a pioneering role in this," he said, adding that the battery cell
factory would be built in the Swabian town of Tübingen.

Porsche will purchase EV batteries from its parent company Volkswagen which plans
to build half a dozen battery cell plants across Europe and expand infrastructure for
charging electric vehicles globally.

"But there will also be a segment for high-performance battery cells," Blume said.
"It's a Porsche domain.

Just as we developed high-performance internal combustion engines, we now want

to be at the forefront of high-performance batteries." Source: Reuters/Frankfurter Allgemeine
Sonntahszeitung

31 | M&A NEWS M A Y 2 0 21
Hungary / Slovenia

Apollo in talks to sell Slovenian bank

Nova to Hungary's OTP
Budapest, April 14, 2021 - Hungary’s biggest lender OTP is in talks to buy Slovenian
bank Nova KBM from private equity group Apollo in a deal worth roughly 1 billion
euros ($1.2 billion), people close to the matter said.

People pass by the OTP bank branch in Budapest, Hungary February 29, 2016.
File photo REUTERS/Laszlo Balogh

OTP has sought to expand its footprint in the Balkans in recent years. It has bought
large banks in Croatia, Serbia and several other countries. It owns a small bank in
Slovenia, and the purchase of Nova KBM could make it the country’s number one.

Nova KBM, which employs 2,075 staff, last year posted a net profit of 210 million
euros, according to its annual report, where it listed a book value per share of 99.13
euros for the 10 million shares. The sale to OTP could value Nova KBM at roughly
book value, said one of the people, speaking on condition of anonymity. Talks are
ongoing but no final decision has been taken, sources said.

32 | M&A NEWS M A Y 2 0 21
Apollo, which owns 80% in Nova KBM, and Nova KBM were not immediately available
for comment.

The European Bank for Reconstruction and Development, which owns 20%, declined
to comment. OTP declined to comment on Nova KBM. “We are constantly examining
new opportunities, in addition to the member countries in new markets, further
strengthening our position in the region”, an OTP spokesperson said.

Apollo bought Nova KBM in 2015 for 250 million euros. In 2019, it bought Slovenia’s
third largest bank, state-owned Abanka, in a deal valuing it at 444 million euros and
then merged the two lenders. OTP was the runner-up on both occasions.

In December 2013, Slovenia’s government bailed out its local banks with an injection
of more than 3 billion euros to prevent them from collapsing under a large amount
of bad loans. It later privatised several lenders, including Nova KBM.

OTP Chief Executive Sandor Csanyi said earlier

this year he was looking at three potential
acquisitions, adding that one of those was in a
market in which OTP was present with the other
two are in new markets.

Sandor Csanyi,
OTP’s Chief Executive

One source close to OTP said it continued to look at targets in Uzbekistan and the
Slovenia, while scrapping plans for a third target elsewhere. ($1 = 0.8356 euros)
Source:Reuters

33 | M&A NEWS M A Y 2 0 21
Sweden / United Kingdom

Spotify’s Daniel Ek says he would buy

Arsenal if billionaire Stan Kroenke agreed
to sell

The majority of billionaire Daniel Ek’s fortune comes from his 9% stake in Spotify,
which he helped found in 2006. Image by Emmanuel DUNAND / AFP

London, April 24, 2021 - Swedish billionaire Daniel Ek, CEO and cofounder of music
streaming service Spotify, said on Friday that he would be open to buying English
soccer club Arsenal if the team’s current owner, Stanley Kroenke, was ever looking
to sell.

“As a kid growing up, I’ve cheered for Arsenal as long as I can remember,” Ek wrote
on Twitter. “If KSE [Kroenke Sports & Entertainment] would like to sell Arsenal I'd
be happy to throw my hat in the ring.”

The majority of Ek’s fortune comes from his 9% stake in Spotify, which he helped
found in 2006.

34 | M&A NEWS M A Y 2 0 21
He first became a billionaire in 2019, a year after taking his company public,
according to Forbes’ calculations. Ek now has a net worth of $4.7 billion. Spotify is
worth $54 billion.

One of England’s top teams, Arsenal is

owned by Stanley Kroenke, who built a
fortune in real estate —much of it
shopping plazas near Walmart stores,
and is worth $8.2 billion, according to
Forbes. Kroenke oversees a sports
empire that includes numerous
American teams like the Los Angeles
Rams and Denver Nuggets.

He originally became sole owner of Arsenal in 2019 after acquiring a majority stake
and has repeatedly said that he’s not looking to sell.

Arsenal is the eighth most valuable soccer team on the planet, worth $2.8 billion,
according to Forbes’ calculations. Would Ek spend 60% of his fortune to buy the
team? Seems like a stretch. If Ek were to theoretically purchase Arsenal, however,
it’s likely that he would have to do so with partners—as the club would comprise a
large percentage of his total net worth.

“We have no comment on this beyond Daniel’s tweet,” a Spotify spokesperson said
when contacted by Forbes.

Arsenal has had a rough year, however, sitting 9th in the English Premier League.
After 12 of Europe’s biggest teams—including Arsenal—announced last Sunday that
they would take part in a new European Super League, the soccer world rose up in
revolt. Everything collapsed by Wednesday, as the competition was denounced by
fans, other teams, national leagues and even politicians. Eight of the 12 original clubs
have withdrawn from the Super League.

Fans have recently taken to the streets, denouncing team owners for their
involvement in the competition and accusing them of lining their own pockets.
Several American team owners have notably come under fire, including Kroenke:
#KroenkeOut was trending on Twitter and fans have continued to protest outside of
Arsenal’s stadium.

Kroenke and his son Josh—who helps run Arsenal—have publicly apologized to fans
for the Super League debacle, but reiterated they have no intention of selling the
team. Source: Forbes ME

35 | M&A NEWS M A Y 2 0 21
Germany

Paragon acquires a majority stake in

Sovendus Group, Europe’s leading Shop
Network
Munich, April 22. 2021 - Bregal Unternehmerkapital realizes its investment –
Sovendus founder Oliver Stoll as well as Michael Kofluk retain a significant stake in
the company.

In the past 5 years, since Bregal Unternehmerkapital invested in the company in

2016, Sovendus has significantly grown its business and doubled its partner network
to more than 1,200 online stores. With a presence in Germany, Austria, Switzerland,
the Netherlands, Belgium, France, Spain, Poland, Italy, England, and Sweden,
Sovendus is the leading European provider of checkout page-based online marketing.
With the help of its closed shop network, Sovendus brings additional reach and new
customers to its partners and has generated more than five million transactions in
2020.

With the support of its new majority owner Paragon, Sovendus plans to accelerate
growth in Germany and other European countries over the next years, as well as
invest in the development of its existing products to further improve relevance and
reach. As the clear market leader, Sovendus benefits from continued growth in
eCommerce, its strong partner base, as well as the increasing relevance of
customized, data-driven lead generation tools.

Dr. Krischan von Moeller, Managing Partner of Paragon: "We are deeply impressed
how Oliver Stoll and
Michael Kofluk establish-
ed Sovendus as a
relevant performance
channel with directly
measurable success for
its partner merchants.
Sovendus' tools are an
intuitive win-win for
shops and end cust-
omers.”
Dr. Krischan von Moeller Christian Bettinger
Man. Partner Paragon Principal
Paragon Paragon

36 | M&A NEWS M A Y 2 0 21
Christian Bettinger, Principal at Paragon, adds: "We are looking forward to an
exciting journey with the Sovendus team led by Dr. Frank Sambeth and Axel Friedrich
with the clear ambition to continuously strengthen the attractiveness of the Sovendus
network and to increase its reach."

Dr. Frank Sambeth and Axel Friedrich, CEO and CFO of Sovendus: "We are convinced
that – together with our dedicated team – we will be able to successfully develop
the Sovendus network and products for the benefit of our partners and look forward
to continuing our growth story with Paragon."

Michael Kofluk: "I am looking forward to working with Paragon and their impulse to
shape Sovendus' next growth phase." Sovendus and its shareholders were advised
throughout the transaction by Robert W. Baird (M&A) and Paul Hastings (Legal) and
with regards to the reinvestment by Poellath + Partners (Legal) and Parklane
(Commercial). Paragon was advised by Lupp + Partner (Legal).

About Sovendus
Sovendus is the leading provider of tools for checkout-based online marketing in
Europe with over 1,200 partners. The core product Sovendus SALES connects shops
via Sovendus' closed voucher network, generating reach, new customers, and
transactions. Sovendus SELECT enables its partners to generate incremental
revenues through the marketing of special offers on their checkout page. The
generation of high-quality newsletter subscribers and email marketing on Sovendus’
distribution list complement the product portfolio. Sovendus was founded in 2008 in
Karlsruhe and today employs around 120 people.

About Bregal Unternehmerkapital

Bregal Unternehmerkapital (“BU”) is part of a family-owned business that has grown
over several generations. The BU funds invest in mid-sized companies across a wide
range of sectors in Germany, Austria, Switzerland and Northern Italy with a focus on
market leaders and “hidden champions” with strong management teams and
outbreak potential. With patient capital, entrepreneurial expertise and a partnership
approach, our team works closely with entrepreneurs to develop, internationalize
and digitalize portfolio companies, and to help them generate sustainable value on
a responsible basis.

As part of its comprehensive commitment to ESG, BU also supports existing portfolio

companies with loans at attractive terms to finance sustainability investments
provided by Bregal’s dedicated €40 million Sustainable Development Fund and, over
the last year, with grants for charitable projects to contribute to portfolio companies’
pandemic responses provided by Bregal’s €3 million COVID-19 relief fund.

37 | M&A NEWS M A Y 2 0 21
About Paragon
Founded in 2004, Paragon is one of the leading independent private equity firms in
Europe, with more than EUR 1.2 billion of equity under management. Paragon works
closely with portfolio companies to achieve sustainable growth and operational
excellence. The investment portfolio covers various industries and currently
comprises 14 companies. The firm is based in Munich, Germany. Source: Paragon

United Kingdom

Vaccines, management in focus as GSK,

AstraZeneca report

The logo of the German branch of British-Swedish pharmaceutical company AstraZeneca is pictured in
Wedel near Hamburg, Germany, March 1, 2021. REUTERS/Cathrin Mueller

New York, April 26, 2021 - GlaxoSmithKline Plc (GSK.L) and AstraZeneca Plc (AZN.L)
publish quarterly results this week, with Britain's two biggest drug makers both facing
pressure from different quarters. AstraZeneca was one of the leaders in the global
race to develop a COVID-19 vaccine but has faced a series of controversies.

38 | M&A NEWS M A Y 2 0 21
GSK has fallen behind in the vaccines race and will be certain to face questions about
its broader strategy after a report that U.S. activist investor Elliott had built up a
multi-billion-pound stake.

GSK reports on Wednesday, with AstraZeneca due on Friday.

Vaccine focus

AstraZeneca will for the first time break out sales from its coronavirus vaccine,
Vaxzevria, which it is working on with Oxford University.

Use began early this year, and AstraZeneca has said it will not profit from the vaccine
while COVID-19 is being treated as a pandemic.

Johnson & Johnson (JNJ.N) last week reported $100 million in sales for its shot.

The two vaccines are embroiled in controversies over possible links to rare blood
clots. For AstraZeneca, these events add to a list of problems that have dogged its
shot, including doubts over dosing, manufacturing delays and supply cuts.

"Despite vaccine headwinds and headlines, (AstraZeneca) remains a top pick,"

Leerink analysts said in a note.

AstraZeneca Chief Executive Pascal Soriot and

his management's updates on production and
safety will overshadow financial results, which
are seen beating expectations on wide
offerings and a boost from divestments,
JPMorgan analysts said.

Pascal Soriot, AstraZeneca’s CEO

For its part, GSK, the world's biggest vaccines maker by sales, has focused on
supplying its vaccine booster to other COVID-19 shot developers and helping to
produce their jabs. Rather than making its own coronavirus vaccine, it is also working
on potential treatments.

Updates on GSK's efforts with French partner Sanofi (SASY.PA) are highly
anticipated, after the duo suffered setbacks, delaying their potential vaccine's launch.

39 | M&A NEWS M A Y 2 0 21
Core business

AstraZeneca has said it expects 2021 revenue to rise by a low teens percentage and
core earnings to grow to $4.75- $5.00 per share. read more

GSK has predicted earnings will fall by mid-to-high single digits this year.

This time last year, AstraZeneca and GSK's first quarters benefited from stockpiling.
Updates on AstraZeneca's $39 billion buyout of Alexion, announced in December,
will also be sought, as will details on anaemia treatment roxadustat which is under
regulatory review for broader use.

GSK has warned of a lower dividend after it splits up next year into two separate
companies, one focusing on pharmaceuticals and another on consumer products.

The separation was spearheaded by boss Emma Walmsley to simplify operations. A

former head of GSK's consumer business, Walmsley took the top job in 2017 despite
some investor pressure to name an outsider to the role.

Shareholder pressure may increase with the involvement of Elliott. Barclays analysts
said in a note that since a split is under way, it was "unclear what incremental steps
Elliott may want". Source: Reuters

United Kingdom

Compusoft to acquire First Degree Systems

Compusoft to further expand presence in the window and door
market with the acquisition of First Degree Systems (FDS)
Compusoft are delighted to be able to announce an agreement to acquire First
Degree Systems (FDS). The acquisition of First Degree Systems, the leading UK
provider of software solutions for the window and door industry, will add to the
previous acquisition of Soft Tech and further expand their offering in this market.

The acquisition of First Degree Systems is aligned with Compusoft’s aim to become
the most recommended visual CPQ solution-provider in the world, by providing
innovative software that makes complex processes simple. This further expansion
into the window and door industry market will widen that offering, as well as expand
their market coverage.
40 | M&A NEWS M A Y 2 0 21
 David Tombre, CEO, Compusoft Group commented, “We
are delighted to be able to continue our expansion into the
Window and Door sector with this acquisition of FDS. As
the leader in the UK, FDS further establishes our position
in this sector and provides us with new technology that we
can add to the world-class software that we already offer
through our Soft Tech products.

David Tmbre, Compusoft’s CEO

We look forward to welcoming the

FDS team into the Window and
Door division of Compusoft and are
excited about the future with them
as part of the group.” “The
acquisition of FDS by Compusoft will
usher us into a whole new era,
complementing what has been built
up over the last 30 years with the
Window Designer range of software
products”, says Karen Goule, FDS
Operations Manager.

First Degree Systems barcode tracking

showroom looks like a F1 control room

“With the global experience Compusoft brings, FDS can look to expand to new
markets previously untapped, with a range of products that nestle in perfectly with
the existing Compusoft portfolio. The team at FDS look forward to new horizons and
the opportunities this will bring to all concerned, including our customers. An exciting
new era, in an already successful 30-year history.”

About First Degree Systems

First Degree Systems pride themselves in supplying world class software solutions to
the fenestration industry. In business since 1991, First Degree Systems have
developed a seamless integrated solution for producing Windows, Conservatories,
Curtain Walling, Glass and UPVC decking and fencing. Through strong customer
relationships, First Degree Systems continue to develop innovative and user-friendly
solutions, ensuring their customers hold a competitive advantage in today’s
competitive fenestration marketplace. Source: Compusoft
41 | M&A NEWS M A Y 2 0 21
United States

10 most successful celebrity businesses

in the United States
Some celebs have ventured past fame and notoriety to the world
of successful business ownership.

Kylie Jenner- Kylie Cosmetics

Some celebrities are not satisfied with having conquered their field of expertise.
Refusing to stick to the career path that made them both famous and prosperous,
they expand their horizons to other ventures and more ways to increase their wealth.
Using their names and existing trademarks, one might argue it's a lot easier for them
to succeed with the new business than it is for the regular Joe.

42 | M&A NEWS M A Y 2 0 21
However, that doesn't tell the whole truth! For every successful celebrity business
venture, there are others that crash and burn. Clearly, the successful ones are more
goal-oriented and so driven by success that failure is not even an option to them.
Whether it's clothing lines, alcohol companies, or production companies, certain
celebrities have achieved all their dreams and then some.

10
Mark Wahlberg co-owns The Wahlburgers Food Chain with his brothers
Donnie-Mark and Paul Wahlberg
dressed in green

Mark Wahlberg is known for movies

like The Italian Job, The Departed,
and 2 Guns. The actor has an
impressive and extensive acting
resume, but it doesn't end there,
because Marky Mark is also an
entrepreneur.

Most of his fans know that Wahlberg and his brothers own and operate a restaurant
franchise called Wahlburgers - we wonder how they came up with that name?! What
might be less known is that Mark has also invested in other businesses and is a co-
owner of water company AQUAhydrate.

9
Jessica Alba co-founded The Honest Company

Fantastic Four alum, Jessica Alba

took a decade long hiatus from
acting to focus on other aspects of
her life. After the birth of her
daughter Honor Marie, the star co-
founded The Honest Company.

Jessica Alba

43 | M&A NEWS M A Y 2 0 21
It started out as an eco-friendly baby products brand and safe home cleaning
products that later expanded to include a beauty brand. Alba wanted to create a
brand that countered the use of harsh chemicals in cleaning products. In 2015 The
Honest Company was valued at $1.7 billion, although by 2017 the value had dropped
by 57%.

8
Robert De Niro co-owns the luxury restaurant and hotel chain Nobu

Robert De Niro is famous for

movies like The Godfather II, Ronin
and Taxi Driver, and The Irishman.
He has had a long and successful
acting career, the star is among the
Hollywood's elite. De Niro is valued
at $500 million. Not all of it stems
from his acting career as he has
been making wise investments for
years.
Robert De Niro and chef Nobu pose for a picture

The star co-owns the luxury restaurant and hotel chain, Nobu. The franchise is found
in more than 40 locations around the world. He also co-owns The Greenwich Hotel
in New York City.

7
Rihanna runs Fenty Beauty and Savage X Lingerie

Rihanna is a multi-faceted artist.

When she's not topping charts or
dipping her toes in acting, she is
building her brand. The singer
launched her makeup line called
Fenty Beauty which has proved to
be a success.
Rihanna Fenty Beauty

44 | M&A NEWS M A Y 2 0 21
Rihanna has proved to be quite the savvy businesswoman, in 2018 she launched the
Savage x Fenty lingerie label. Savage x Fenty caters to women of all sizes and
ethnicities. According to Fashion United, brand(Savage x Fenty) noted that "They
are finally understanding that there needs to be a greater representation of sizes
across products and in advertising."

6
The Jessica Simpson Collection is a billion dollar enterprise

Jessica Simpson's hit song 'These

Boots Are Made For Walkin' is
responsible for a hike in red
cowboy boot sales... at least that's
what the internet rumors say. The
star has always had an eye for
fashion and launched The Jessica
Simpson Collection in 2006.

side by side images of Jessica Simpson

The brand sells products from luggage and clothing to perfumes, makeup, and
accessories. The company has proven to be a success and has grown into a billion-
dollar business. Four years later and collection is still among the most successful
celebrity businesses.

5
Diddy's Ciroc Vodka has contributed to his $885m net worth

Diddy wears red leather and holds a bottle

of Ciroc vodka

Record executive and prod-ucer,

Diddy is a multi-faceted artist who
has achieved success both in and
out of the recording studio. Music
has majorly contributed to the
rappers astonishing $885 million
net worth.

45 | M&A NEWS M A Y 2 0 21
The producer has invested in lucrative ventures other than music that also contribute
to his millions. The star owns Combs Entertainment, a company under which several
of his other businesses fall. One of those businesses being Ciroc Vodka, a highly
profitable and successful alcohol brand.

4
Mary-Kate and Ashley Olsen own the clothing labels, The Row and
Elizabeth and James

Former child stars, Mary-Kate and

Ashley Olsen rose to stardom at a
young age when they were cast in
Full House. The duo went on to
attain unimaginable success in
Hollywood before retiring at the
height of their acting career. Mary
Kate and Ashley quit acting to
focus on the business side of
showbiz.
Mary-Kate and Ashley Olsen

The fashionistas launched their own high-end fashion label, The Row which
performed exceptionally well on the market. It was followed by another successful
brand, Elizabeth And James.

3
Jay-Z owns several companies that have made him a fortune

Rocawear and Roc-A-Fella Records

were among Jay-Z's first attempt at
entrepreneurship and set the tone
for his future endeavors. The rapper
is by far one of the most successful
celebrity entrepre-neurs, he has had
several businesses over the years.

Jay -Z wears black

46 | M&A NEWS M A Y 2 0 21
In 2008, the business mogul founded the entertainment company Roc Nation. Jay-Z
would later purchase the music streaming service Tidal for $56 million. Two years
after he purchased the streaming platform, it was valued at $600 million. The rapper
is a shrewd businessman and has done exceptionally well for himself.

2
Kylie Jenner's Cosmetics earned her billions

The youngest Kardashian-Jenner,

Kylie has proven to be a force to
reckon with. In 2016 Kylie Jenner
launched Kylie Cosmetics which
went on to make $420 million in
retail sales within 18 months. Kylie
Cosmetics is wildly popular and has
contributed to the 23-year-olds
reported $700 million net worth.
Kylie Jenner-Kylie Lip kits

In 2019, Forbes named Kylie Jenner as the youngest-ever self-made billionaire. The
star faced backlash a year later after Forbes claimed that she had falsified her tax
returns and lied about her revenue.

1
Oprah Winfrey owns a successful television network
Oprah Winfrey
Oprah Winfrey needs no
introduction, the star hosted
her talk show, The Oprah
Winfrey Show for 25 years.
In addition, she has run
several successful business-
ses most notably the Oprah
Winfrey Network that has
produced movies and TV
shows. Oprah's business
ventures have earned her a net worth in excess of $3 billion. It's safe to say that she
is one of the most successful stars-turned-entrepreneurs out there. She certainly
doesn't need to work anymore, but she's still hands-on with her company. Source: The
Things

47 | M&A NEWS M A Y 2 0 21
Brazil

Itaú Unibanco Holding S.A.: US$ 400

million raised to finance SMEs
Sao Paulo, April 19, 2021 – “We inform the capital market players that in March
2021, Itaú Unibanco raised US$400 million with the United States International
Development Finance Corporation (DFC) in the international market”, reports Renato
Lulia Jacob.

The bank's intends to expand its credit lines to SMEs, with particular focus on
economically vulnerable regions such as Brazil's north and northeast and companies
majority controlled or led by women.

This initiative underlines one of our Positive Impact Commitments, that is, Inclusion
and Entrepreneurship, aimed to improve the financial management of very small and
small companies by offering suitable products and services. Among the goals driving
this commitment is to increase the credit volume granted to women entrepreneurs.
Source: LATINFINANCE

DFC's partnering with Itaú Unibanco

illustrates its focus on regions in the world
where women face their greatest challenges,
and where this investment may have the
most positive impact, especially taking into
account the currently aftermath of the Covid-
19 pandemic.

Renato Lulia Jacob - Itaú’s Group Head of

Investor Relations and Market Intelligence

This investment advances DFC initiatives, which has catalyzed over US$7 billion of
private sector investments in economic inclusion projects aimed to women
entrepreneurs in developing countries.

48 | M&A NEWS M A Y 2 0 21
Argentina

The
empanada
chain EL
Noble was
bought by
Andesmar's
director
Buenos Aires, April 23,
2021 - The classic
empanada chain El
Noble has changed
owners. In the midst of
the crisis affecting the
gastronomic sector,
The original name of the chain was El Noble Repulgue

one of the sectors hardest hit by the pandemic, the company pass-ed to a new
owner, the fourth in a decade. The company was known to have a large debt, which
made it unsustainable for its former owners to maintain the operation. Gabriel
Badaloni, director of Andesmar of the long-distance transport company was awarded
the purchase.

According to what the former owners confirmed to El Cronista, the company had a
debt of close to $200 million and had been for sale since 2020. The director of
Andesmar will take on the gastronomic project in association with another investor
who will accompany him in the challenge of operating the chain in the tough context
affecting the sector. The company was born in the late 80s as a chain selling
empanadas, under the name of El Noble Repulgue. In 1999, the firm was acquired
by the Cepas group - the owners of Gancia - who, 10 years later, sold it to Gabo
Nazar and Castagnaro. The latter decided to make some changes to the brand, which
became El Noble Sabores Nuestros. With the departure of Cardón's owner, the name
was shortened to El Noble. Source: La Nacion

49 | M&A NEWS M A Y 2 0 21
United States

Tesla: The driver's seat was empty

A Tesla crashed into a tree in Texas, killing two people.
Apparently the occupants relied on the assistance system.

Excerpt from a video of the accident scene in Texas.

Munich, April 19, 2021 - Electric carmaker Tesla is facing a new debate over safety
precautions in its Autopilot system after a fatal crash in which no one is believed to
have been driving. In Texas, a Tesla with two occupants crashed into a tree, killing
both.
were killed. Police found one of the men in the passenger seat and one in the back
seat.

According to preliminary investigations, it is "almost 99.9 per cent certain" that no

one was driving in the accident, a police spokesman told the Wall Street Journal and
others. The car burned out.

Tesla itself advises customers that Autopilot is only an assistance system and
therefore the human in the driver's seat must keep his hands on the wheel at all
times.

He should also always be ready to take control. But time and again, photos and
videos document people leaving the driver's seat in traffic.

50 | M&A NEWS M A Y 2 0 21
Tesla tightened safety measures a few years ago: The software notices when the
driver's hands are not on the wheel and emits warning sounds after a short time. If
the warnings are ignored, the system shuts down.

The US accident investigation authority NTSB criticised the precautions as insufficient

and the name Autopilot as misleading.

The National Highway Traffic Safety Administration (NHTSA) is investigating about

two dozen previous accidents with the autopilot system on. Local station KPRC 2
reported that the Tesla in Texas crashed into the tree just a few hundred metres
from the house from which the two men drove off. Police said it was not yet clear
whether Autopilot was engaged at the time of the accident. Tesla
should have the data to determine that.

Because the batteries kept re-igniting, the fire brigade needed more than
100,000 litres of water

In previous accidents, the carmaker was able to tell in part how many seconds before
the collision the driver had last moved the steering wheel. In previous Autopilot
accidents, two cars in the US crashed under semi-trucks and several cars hit
stationary vehicles or other obstacles. However, no accidents have been reported so
far in which the driver's seat remained empty.

At the same time, Tesla and company CEO Elon Musk always emphasise that the
statistics show that there are significantly fewer accidents overall when drivers are
on the road with the Autopilot system switched on.

The company is preparing the introduction of new functions in the USA, such as the
automatic recognition of traffic signals and traffic signs and the observance of right-
of-way rules in the city. Tesla calls this next evolutionary stage of Autopilot "Full Self-
Driving", while according to common criteria it remains only an assistance system.

Years ago, Musk already held out the prospect that Teslas could earn money as
robotaxis when the owner does not need them. Musk is convinced that he can make
Teslas autonomous with the help of cameras and radar sensors alone. Most
developers of self-driving cars, on the other hand, also rely on more expensive laser
radars that detect the vehicle's surroundings.

The accident in Harris County, Texas, at the weekend also highlighted another
problem with electric cars. According to a local radio station, the fire brigade used
more than 100,000 litres of water because the batteries kept re-igniting. Source:
Süddeutsche Zeitung

51 | M&A NEWS M A Y 2 0 21
Canada / Spain

Canada's Northland Power buys Spanish

wind farms and solar parks

Madrid, April 14, 2021 - Northland Power has made its first foray into Spain’s fast-
growing renewable energy generation market with a deal to buy a portfolio of wind
farms and solar parks, the Canadian company said on Wednesday.

A wave of global targets to cut carbon emissions are stoking investor interest in
renewable energy businesses, and Spain’s sunny plains, windy hillsides and political
enthusiasm for the sector have made it a focus for the market in Europe.

Northland Power said in a statement it will pay 345 million euros ($413.3 million) in
cash for the assets, which are located across Spain, and take on 716 million euros in
debt. The seller is an investment fund set up by asset manager Plenium and
Bankinter. Santander advised Northland on the transaction, a spokesman for the
bank said. The solar and wind parks in question were built under a previous
regulatory regime, which fixes the returns the owners receive for their output for an
average of 13 years across the portfolio. ($1 = 0.8347 euros). Source: Reuters

52 | M&A NEWS M A Y 2 0 21
Brazil / Netherlands

JBS expands plant-based food products with

Vivera acquisition
➢ Company signs binding proposal to buy meatless producer
➢ Meat giant will pay 341 million euros to buy Dutch company

A Vivera food truck at Southbank, London. Photographer: David Parry/PA Wire/Getty images

Sao Paulo, April 19, 2021 - JBS SA, the world’s largest meat supplier, said it signed
a binding proposal to acquire Dutch plant-based food producer Vivera BV, expanding
its presence in the fast-growing segment.

The company plans to pay 341 million euros ($408 million) for Vivera, which has
three facilities in the Netherlands and a research center, according to a filing to
Brazil’s securities regulator.

Vivera, which has about 80 million euros in revenue, has a portfolio of 50 different
food items and sells its products in 25 European countries.

With the acquisition, which still requires regulatory approval, JBS will also have its
own plant-based production in Europe and expand its presence in the meatless
space.

53 | M&A NEWS M A Y 2 0 21
“This acquisition adds a lot of strategic value as
Vivera is the Europe’s third-biggest plant-based
food producer,” JBS Chief Executive Officer
Gilberto Tomazoni said in an interview.

Industry revenue from plant-based meat, eggs

and dairy alternatives are set to reach $290
billion by 2035, or 11% of the animal protein
market, according to Boston Consulting Group. Gilberto Tomazoni, JBS’s CEO

JBS, like U.S. rival Tyson Foods Inc., entered the plant-based market in 2019, and
its teams across the globe have been developing products.

The company already has a sizable footprint in Brazil, where it has 57% of the plant-
based burger market. In Europe, its Moy Park subsidiary supplies faux chicken
burgers. It also has 10 plant-based products in more than 3,000 U.S. stores under
the OZO brand, where sales rose 300% last year.

Earlier this year, Tomazoni said JBS has considered setting up a new global company
focused solely on plant-based products.

“The deal strengthens our position in the alternative meat segment, paving the way
for our plans to be a big player,” he said. Source: Bloomberg

United States / United Kingdom

Elliott reportedly builds stake

in drug maker GSK
New York, April 15, 2021 - Activist investment firm Elliott Management Corp. has
built a significant stake in GlaxoSmithKline Plc, according to a person with knowledge
of the matter, putting pressure on the U.K. pharmaceutical company in the midst of
its turnaround effort.

Elliott, which is run by billionaire Paul Singer, has a history of agitating for changes
in the health sector, including pushing for the sale of Alexion Pharmaceuticals Inc.
before it was bought by AstraZeneca Plc in December for $39 billion. It has also
sought changes at Alkermes Plc, Allergan, Bayer AG and others.

54 | M&A NEWS M A Y 2 0 21
 GlaxoSmithKline HQs in London, UK

Glaxo has been seeking a revival since

chief executive officer Emma Walmsley
took the reins in early 2017 and is
preparing for a big change in strategy as
it moves to split off its consumer health
business next year. The company has also
set an ambitious goal of more than
doubling the number of blockbuster drugs
in its portfolio by 2026.

Paul Singer, Elliott’s CEO

Glaxo has lagged peers, most notably U.K. rival Astra, in recent years, with Walmsley
moving to reshape the business and rebuild its pipeline.

In 2018, the company put its consumer-health arm into a joint venture with Pfizer
Inc. as part of an effort to refocus on drug development and expand into lucrative
fields such as oncology. The move laid the foundation to separate Glaxo into two
U.K.-based companies — pharmaceuticals and vaccines in one and consumer as
another.

55 | M&A NEWS M A Y 2 0 21
The company also bought cancer-drug maker Tesaro Inc. for $5.1 billion in 2018,
followed by a $4.2 billion collaboration with Germany’s Merck KGaA. Elliott’s move
“signals change to come in a company which, despite the hopes that arrived with its
new management in 2017, has been an underperformer with a questionable
acquisition strategy,” said John Murphy, an analyst at Bloomberg Intelligence, said
in a note Thursday.

Shares gain

A representative for Glaxo declined to comment on the Elliott stake. The position is
a multibillion-pound holding, according to the Financial Times, which reported the
news earlier. A spokesperson for Elliott didn’t immediately respond to a request for
comment. The shares, which are down about 10% over the past 12 months, rose as
much as 7.7% in London.

What Bloomberg Intelligence says

“What’s Elliott going to do that Glaxo isn’t already doing? Activist Elliott’s newly
disclosed position signals change to come in a company which, despite the hopes
that arrived with its new management in 2017, has been an underperformer with a
questionable acquisition strategy. Elliot may want to get some cash returned to
shareholders through an IPO, rather than a full spin-off. It’s also possible that Elliott
would want to force a sale of the pharma business.” added Murphy.

Glaxo has also struggled to make its mark on the Covid-19 pandemic. The company
took the decision early on to use its expertise in adjuvants — substances used to
generate a more robust immune response to a vaccine – to partner with other
vaccine-makers rather than creating its own. One of its most-promising partnerships
was with Sanofi, but the companies suffered a setback last year after a dosing error
forced them to restart mid-stage trials.

The British pharmaceutical giant has had better luck with a Covid-19 antibody
treatment. The therapy from Glaxo and Vir Biotechnology Inc. showed a significant
reduction of hospitalization and death for at-risk patients last month and the
companies have applied for emergency authorization in the U.S.

Glaxo isn’t the only big European activist target this year. Following a campaign
including activist Bluebell Capital Partners Ltd., French yogurt maker Danone SA is
searching for new CEO after splitting up that role and the chairman’s position. Elliott,
which was founded in 1977, has nearly $42 billion in assets under management and
has advocated for changes at companies such as Twitter Inc., AT&T Inc. and
SoftBank Group Corp. in recent years. Source: Bloomberg News

56 | M&A NEWS M A Y 2 0 21
United States

ABC News names Godwin

as president
Burbank, April 14, 2021 - CBS News executive
Kimberly Godwin has been named president of Walt
Disney Co’s ABC News, the media company said on
Wednesday, becoming the first Black woman to lead
the news division of a major broadcast television
network.

Godwin will join ABC News in early May, replacing

James Goldston.

In July, ABC News fired senior executive Barbara

Fedida after an independent investigation alleged
she had made racially insensitive comments and
used inappropriate language, according to a
company email.

Fedida, the network’s former senior vice president for talent, editorial strategy and
business affairs, denied the allegations when they surfaced in media reports in June,
describing them as “incredibly misleading.”

Godwin’s hiring comes amid several big leadership changes in television news. In
February AT&T Inc’s CNN said its president, Jeff Zucker, would leave the cable news
network at the end of 2021.

Rashida Jones took the helm of Comcast Corp-owned MSNBC in February, becoming
the first Black woman to lead a cable news network.

And CBS is expected to announce shortly a successor for President Susan Zirinsky,
who is leaving to pursue a production deal at parent company ViacomCBS. Source:
Reuters

57 | M&A NEWS M A Y 2 0 21
United States

Cannabis tech company Akerna acquires

Viridian Sciences
Denver, April 6, 2021 - Cannabis-
oriented compliance technology
provider, Akerna (NASDAQ:KERN) has
acquired Viridian Sciences.

The Denver-based company said

Tuesday it has closed the previously
announced acquisition of the cannabis
business software firm built on SAP Business One in an all-stock transaction.

However, the terms of the deal remained undisclosed.

The deal gives Viridian's 30+ clients access to Akerna's "Compliance Gateway," as
well as its MJ Platform and MJ Retail Point of Sale Solutions.

Akerna CEO Jessica Billingsley explained that "by leveraging our tech synergies, we
solidify our ecosystem offering the first and only true ERP software solution
specifically built for the cannabis industry."

A.G.P./Alliance Global Partners advised Akerna on the transaction, and Dorsey &
Whitney LLP provided legal counsel.

"By combining Viridian's financial integrations with Akerna's compliance and

regulatory solutions, we continue to strengthen our channel connections with
existing ERP providers for the cannabis businesses of today and the post-legalized
world," Billingsley disclosed.

Akerna struck several acquisition deals last year amid a coronavirus outbreak, when
many of its industry peers opted to either postpone or put an end to potential merger
and acquisition plans.

Ahead of purchasing Trellis for $2 million and Rolling In The Green for an undisclosed
price, Akerna bought Canada-based Ample Organics Inc in liquidity and stock deal
valued at up to $45 million. Source: Benzinga

58 | M&A NEWS M A Y 2 0 21
Canada / United States

Wasatch to invest $100 million in

Bespoke Capital Acquisition Corp and
Vintage Wine Estates via Private
Placement of Common Stock
Investment increases total Wasatch stake to $128 million
Toronto / Santa Rosa, April 23, 2021 - Bespoke Capital Acquisition Corp. (NASDAQ:
BSPE) (TSX: BC.U) (TSX: BC.WT.U) (“BCAC” or “Bespoke”) and Vintage Wine Estates
(“VWE”), one of the fastest growing U.S. wine producers with a leading direct-to-
customer platform, today announced that Wasatch Global Investors (“Wasatch”) will
increase its current investment in the combined BCAC-VWE (the “Company”) by $100
million, from $28 million announced in February 2021 to a total of $128 million.

The new investment will take the form of Company common shares at $10 per share,
Bespoke’s IPO price. The investment is subject to the closing of the BCAC-VWE
business combination.

The Vintage
Wine Estate in
Santa Rosa,
California

The Wasatch investment provides:

• Significant incremental capital to support VWE’s acquisition strategy. VWE has

successfully acquired 20 wineries in the past 10 years and believes that U.S.
wine industry conditions are increasingly positive for synergistic acquisitions.

• A cornerstone institutional investor in Wasatch.

59 | M&A NEWS M A Y 2 0 21
 • Attractive investment terms for existing VWE and BCAC shareholders with the
investment being made in a $10.00 per share common equity PIPE.

On February 4, 2021, BCAC announced a definitive agreement to combine with

Vintage Wine Estates. At that time, Wasatch invested $28 million in common equity.
The combined company will be named Vintage Wine Estates, Inc. Its common stock
will remain listed on the Nasdaq Global Market under the new ticker symbol “VWE”
and on the TSX under the symbol “VWE.U”. The warrants will remain listed on the
TSX under “VWE.WT.U”. BCAC is hosting its shareholder meeting on Thursday, May
6, 2021.

Pat Roney, founder and CEO of Vintage Wine Estates, commented: “This investment
bolsters the capital available to us to capitalize on growth opportunities we see. We
are pleased to partner with Wasatch and look forward to working with them, BCAC
and our other new investors in executing on our strategy.”

About Bespoke Capital Acquisition Corp.

Bespoke Capital Acquisition Corp. is a $360 million special purpose acquisition

corporation listed on the Nasdaq and TSX. Bespoke is led by Chairman Paul Walsh
(former CEO of Diageo) and an experienced team of managers, operators and
investors who have played integral roles in helping build and grow profitable public
and private consumer staples businesses, both organically and through acquisitions,
to create value for stockholders.

About Vintage Wine Estates, Inc.

Vintage Wine Estates is a family of wineries and wines whose singular focus is
producing the finest quality wines and incredible customer experiences with wineries
throughout Napa, Sonoma, California’s Central Coast, Oregon and Washington State.
Since its founding 20 years ago, the Company has become a top 15 U.S. wine
producer via organic and acquisitive growth, today selling more than 2 million nine-
liter equivalent cases annually.

To achieve this growth, the Company curates, creates, stewards and markets its
many brands and services to customers and end consumers via a balanced omni-
channel strategy encompassing direct-to-consumer, wholesale and exclusive brands
arrangements with national retailers.

VWE is diverse across price points and varietals with over 50 brands ranging from
$10-$150 USD at retail, with the majority selling in the $12-$20 USD price range.
Source: Yahoo finance

60 | M&A NEWS M A Y 2 0 21
United States

"Amazon will go out of business": Jeff

Bezos explains why Amazon's death is
inevitable
Crystal City, Arlington,
Virginia, April1, 2021 - In
1994, Jeff Bezos founded
Amazon. Since then, the
company has mutated
into a tech giant, making
him the richest man in
modern times.

But the billionaire is

convinced of Amazon's
demise. In the past five
years, he has already
spoken three times that
the death of the
company is inevitable.

Such statements are quite unusual for a CEO of a company of this size. Normally,
people in leadership positions talk only positively about the future of their company,
with the media constantly breathing down their necks and investors looking over
their shoulders.

But talking about his fears of failure seems to drive him. Indeed, he's talked about
Amazon's demise a few times.

In 2014, Bezos says big companies

only last a "couple of decades"
In a 2013 show on one of the largest television and radio networks in the U.S., the
"Columbia Broadcasting System's" (CBS) "60 Minutes," Bezos touted his burgeoning
automated drone delivery system. "Companies have a short lifespan...and Amazon
will be gone one day, too," he said.

61 | M&A NEWS M A Y 2 0 21
Asked if that worried him, Bezos replied, "It doesn't worry me because I know there's
nothing, I can do about it.

Companies come and go. That's true even of the most colorful and important of the
time - you wait a few decades and they're out the window."

However, he hopes Amazon breathes its last after him.

In 2017, Bezos spoke of an "agonizing

and painful decline" in a letter to his
shareholders
In a letter to his shareholders, Bezos expanded on his "day-one" philosophy, which
says to look at each day as a new beginning. In 2017, he answered a question
someone had asked in a meeting with everyone: namely, what "Day Two" looked
like.

"'Day Two' is stagnation. Followed by irrelevance. Followed by excruciatingly painful

decline. And that's why it's always 'Day One,'" Bezos opined.

"An established company could still generate revenue on 'Day Two,' but the final
outcome would still come," he added. And then he talked about how to avert "Day
Two."
In 2018, he told his staff, "One day Amazon
is going to go down, I'm telling you right now"
In recordings of a plenary session obtained by CNBC, Bezos' conviction of Amazon's
inevitable mortality is also clear.

"Amazon is not 'too big to fail'... In fact, I can promise you that Amazon will fail one
day," Bezos says in response to a question from an employee who wanted to know
about the insolvency of companies like Sears.

"Amazon will also go bankrupt. If you look at the big companies, the lifespan is 30
years plus, not 100 years plus," he replied.

It's his job to delay that day as much as possible, he said. Amazon turned 24 years
old last July. It's approaching the 30-year mark in leaps and bounds. Source: Business
Insider

62 | M&A NEWS M A Y 2 0 21
63 | M&A NEWS M A Y 2 0 21
Asia

Asia’s best companies 2021 revealed

by FinanceAsia
By FinanceAsia Editors, April 20, 2021 – FinanceAsia is delighted to announce the
results of research into the region's most influential companies. Celebrating its 25th
anniversary year, FinanceAsia is pleased to list the companies in China, Hong Kong
and Taiwan which investors and analysts have voted as the best managed over the
past 12 months.

The winners in South-east Asia

China

Best Managed Listed Company - China Unicom

Best Managed Private Company - Sinic Holdings
Most Committed to Environmental Stewardship - Sinic Holdings
Most Committed to Social Causes - Far East Consortium International
Most Committed to the Highest Governance Best Standards –
Far East Consortium International
Best Investor Relations - China Unicom
Best CEO - Wang Xiaochu, China Unicom

Hong Kong

Best Managed Listed Company - Far East Consortium International

Most Committed to Environmental Stewardship - Sun Hung Kai Properties
Most Committed to Social Causes - Champion REIT
Most Committed to the Highest Governance Best Standards –
Far East Consortium International
Best Investor Relations - Sinic Holdings
Best CEO - Tan Sri Dato' David Chiu, Far East Consortium International

64 | M&A NEWS M A Y 2 0 21
Taiwan

Best Managed Listed Company - TSMC

Most Committed to Environmental Stewardship - Sercomm
Most Committed to the Highest Governance Best Standards - Sercomm
Best Investor Relations - Far EasTone Telecommunications
Best CEO - Chee Ching, Far EasTone Telecommunications
Celebrating its 25th anniversary year, FinanceAsia is pleased to list the companies
in Indonesia, Malaysia, the Philippines, Singapore and Thailand which investors and
analysts have voted as the best managed over the past 12 months.

The winners in in North-east Asia

Indonesia

Best Managed Listed Company - Sido Muncul

Best CEO - Irwan Hidayat, Sido Muncul

Malaysia

Best Managed Listed Company - Petroliam Nasional

Most Committed to Environmental Stewardship - Sarawak Energy
Most Committed to Social Causes - Sime Darby Property
Most Committed to the Highest Governance Best Standards - Petroliam Nasional
Best CEO - Tengku Muhammad Taufik, Petroliam Nasional

Philippines

Best Managed Listed Company - Megawide Construction Corporation

Most Committed to Environmental Stewardship –
Megawide Construction Corporation
Most Committed to Social Causes - Megawide Construction Corporation
Most Committed to the Highest Governance Best Standards –
Megawide Construction Corporation
Best CEO - Edgar Saavedra, Megawide Construction Corporation

Singapore

Best Managed Listed Company - Mapletree Logistics Trust

Most Committed to Environmental Stewardship - City Developments Limited
Most Committed to the Highest Governance Best Standards –
Mapletree Logistics Trust

65 | M&A NEWS M A Y 2 0 21
Thailand

Best Managed Listed Company - CP All

Most Committed to Environmental Stewardship - Thai Union Group
Most Committed to Social Causes - CP All
Most Committed to the Highest Governance Best Standards –
Siam Cement Group
Best Investor Relations - CP All
Best CEO - Roongrote Rangsiyopash Siam Cement Group
Source: Finance Asia / Haymarket Media Limited

Japan

Panasonic acquires supply chain, AI software

provider Blue Yonder in $7.1 billion deal
The massive purchase builds upon
a 20% investment made last year.
Osaka, April 23, 2021 - Panasonic has gone all-
in on a past investment into Blue Yonder to
fully acquire the company in a deal worth $7.1
billion.

Panasonic HQs in Osaka, Japan

Under the terms of the purchase, made public on Friday, Panasonic will acquire 80%
of remaining shares from Blue Yonder for $5.6 billion. The acquisition terms also
require the repayment of outstanding debt, bringing the total value of the purchase
to $7.1 billion.

Panasonic purchased a 20% stake in Blue Yonder last year for roughly $790 million,
deepening an existing partnership between the companies that was forged in
January 2019 -- followed by the creation of a joint venture (JV) in April of the same
year.

Founded in 1985 and led by CEO Girish Rishi, Blue Yonder is a supply chain solutions
provider and the creator of the Luminate platform.

66 | M&A NEWS M A Y 2 0 21
The firm harnesses artificial intelligence (AI) and machine learning (ML) algorithms
for planning, automaton, and e-commerce services. 7-Eleven, Asda, Avon, and Best
Buy are among the company's enterprise clients.

Blue Yonder is now valued at approximately $8.5 billion. Total company revenue for
the year ending December 31, 2020, was over $1 billion, a substantial portion of
which was reported as SaaS-based recurring revenue.

"The need for more intelligent, autonomous and edge-aware supply chains has been
dramatically heightened by the COVID-19 pandemic, the rise of e-commerce and the
proliferation of data," the companies said. "This acquisition strengthens Panasonic's
portfolio and accelerates the companies' shared autonomous supply chain mission."

Panasonic, New Mountain Capital shareholders, and

Blackstone have now agreed to the deal. The Blue
Yonder brand will be retained but will function under
the Panasonic Connected Solutions Company
umbrella, led by chief executive Yasuyuki Higuchi.
The deal is expected to close in the second half of
2021 subject to regulatory approval. Source: ZDNet
Yasuyuki Higuchi, Panasonic’s CEO

India

Byju’s to go global with a one-to-one learning

platform led by Karan Bajaj
April 8, 2021 - India’s edtech leader Byju’s is now turning its attention to international
markets with a one-to-one learning platform called ‘Byju’s Future School’.

In an announcement made on Thursday, the company said that the platform will be
launched in the USA, UK, Australia, Brazil, Indonesia and Mexico by May, with plans
of expanding to more countries in the near future.

Aimed at kids aged between 6-18 years, the platform will offer virtual classes on
coding and Maths at launch, in both synchronous and asynchronous formats.
Subjects such as Science, Music, English and Fine Arts are currently under
development, the company said.

67 | M&A NEWS M A Y 2 0 21
The coding curriculum will also be available in Spanish and Portuguese in markets
such as Brazil and Mexico. The project consists of a women-only teaching team
majorly based out of India and will further expand in non-English countries such as
Mexico and Brazil, Byju’s said.

Karan Bajaj, the co-founder and CEO of Whitehat

Jr which Byju’s had acquired in August 2020, will
lead the global expansion.

This could open up additional revenue

streams for the company which is close
to raising around $600-700 million from
new and existing investors.

Entrackr had exclusively reported its potential fundraise which will value the company
close to $15 billion.

The company recently acquired Aakash Educational Services Limited in a nearly $1

billion cash and stock deal. The acquisition is expected to give Byju’s a stronghold in
the test preparatory segment.

Byju Raveendran is India's newest billionaire after the latest round of funding for the company
behind the BYJU education app. HEMANT MISHRA—MINT VIA GETTY IMAGES

68 | M&A NEWS M A Y 2 0 21
Apart from India, Byju’s has increased its focus on the US market for the past couple
of years. In January 2019, the company had acquired the Palo Alto-based gaming
cum learning platform Osmo for $120 million. Osmo uses Reflective Artificial
Intelligence (RAI) technology to craft educational games, and has a presence in over
35,000 U.S. elementary school classrooms.

When Byju’s had acquired Whitehat Jr last August, it had said the acquisition would
help it in expanding to the US market.

While Byju’s is yet to file annual financial statements for FY20 with the Ministry of
Corporate Affairs or MCA, the company had claimed to have achieved a two-fold
jump in its revenue in FY20 compared to the previous year and said that it had met
its revenue target of Rs 2,800 crore for the fiscal. Source: ENtrackr

China

Baidu’s Jidu Auto to

invest $7.7 bln in
‘robot’ smart cars
Beijing, April 23, 2021 - Jidu Auto, an
electric vehicle venture between China’s
tech giant Baidu and Chinese automaker
Geely, aims to plough 50 billion yuan
($7.7 billion) into producing smart cars
over the next five years, its chief
executive told Reuters.
Xia Yiping, chief executive officer of Jidu Auto, an
electric vehicle (EV) joint venture by Baidu and Geely,
attends an interview with Reuters in Beijing, China
April 23, 2021. REUTERS/Florence Lo

Xia Yiping said on Friday that the funding would come from Baidu (9888.HK) and
other investors and Jidu would aim to launch its first electric vehicle (EV) in three
years, as is standard for the industry, but would make efforts to speed this up.

Its first EV would look like a "robot" and would target young customers, Xia said,
adding that Jidu would analyse big market data before deciding on a final model. “It
will make you feel like it's a robot that can communicate with you with emotions,"
69 | M&A NEWS M A Y 2 0 21
said Xia, who co-founded and served as chief technology officer at Chinese bike-
sharing firm Mobike until it was acquired by Meituan (3690.HK) in 2018.

The Geely logo is seen

on its vehicle during a
media day for the Auto
Shanghai show in
Shanghai, China April 19,
2021. Reuters/Aly Song

Baidu's Hong Kong-

listed shares jump-
ed as much as
1.34% after Reuters
reported Jidu's in-
vestment plan.

The launch of the

new auto company
in January comes as
tech companies
around the world are racing to develop smart cars after Tesla's (TSLA.O) success in
commercializing EVs.

Jidu plans to release a new model everyone or one-and-a-half years after its first
launch, Xia said, without giving a sales target. It plans to hire 2,500 to 3,000 people
over two to three years, including 400 to 500 software engineers. Shanghai and
Beijing based Jidu also plans to roll out its branding in the third quarter of 2021, Xia
said.

Xia said Jidu, which will use Geely's open-source electric vehicle platform, hopes to
make cars in Hangzhou Bay in China's eastern city of Ningbo, where Geely has
several plants. It plans to sell its car directly to customers to begin with, without
using dealerships.

Chinese search engine company Baidu in January announced it would set up the
company with Zhejiang Geely Holding Group (GEELY.UL) to leverage its intelligent
driving expertise and Geely's car manufacturing capabilities. Baidu currently owns
55% of Jidu and Geely has a 45% stake.

Jidu is considering using chips designed by Baidu, which has over the years
developed smart car technologies including autonomous driving, high-definition
maps and cloud. Baidu first established its autonomous driving unit Apollo in 2017.
Source: Exclusive by Reuters

70 | M&A NEWS M A Y 2 0 21
Australia

Maggie Beer advised on $40m acquisition

of e-commerce company
Sydney, April 8, 2021 - Hall & Wilcox has advised Maggie Beer Holdings on its $40
million acquisition of e-commerce company Hampers & Gifts Australia.

Firms: Hall & Wilcox (Maggie Beer [ASX: MBH]).

Deal: Hall & Wilcox has advised Maggie Beer Holdings on a $40 million acquisition of
Hampers & Gifts Australia.
Value: $40 million.
Area: M&A.

Key Players: The legal team advising Maggie

Beer was led by partner James Morvell (photo
left), with support from senior associates James
Bull and Vanessa Murphy. Assisting in the
corporate aspects of the deal were lawyers David
Holland, Alexandra Berry, Tamara Charlwood,
Michael Henderson, and graduate Aron Mazur.

Partner Mark Dunphy and lawyer Nhu-Thuy Dinh advised on the employment side of
the transaction, and partner Emily Kyriacou and lawyer Chi Han Yeo provided
guidance on the property aspects.

Deal significance: The acquisition, the firm said, will further accelerate the Australian
gourmet food production business and create growth in online sales.

According to a statement released to the ASX, Maggie Beer Holdings chief executive
Chantale Millard said the transaction “will help us transform the MBH Group and
move it to its next level of growth and shareholder value.”

“We are delighted to be assisting Maggie Beer Holdings on the purchase of Hampers
& Gifts Australia as part of the company’s increased focus on e-commerce and direct-
to-consumer sales,” said Mr Morvell.

“We are also pleased to be helping with the capital raising aspects of the transaction,
and working with Bell Potter Securities in its capacity as lead manager and
underwriter.” Source: LawyersWeekly

71 | M&A NEWS M A Y 2 0 21
India

Monetary policy: Soon, you can withdraw

cash from digital wallets
The rationale behind this move is to level the playing field between banks and non-
banks PPI issuers

In another major decision, the RBI decided to extend the facility of cash withdrawal
to full-KYC PPIs of non-bank PPI issuers as well

Mumbai, April 8, 2021 - The Reserve Bank of India (RBI) on Wednesday proposed
to make interoperability mandatory for digital payments firms. It also allowed users
to withdraw cash from e-wallets and fintech companies to process RTGS and NEFT
transactions.

The RBI expressed dissatisfaction over prepaid payment instruments’ (PPIs’) failure
to migrate towards full-KYC (know your customer) PPIs, and therefore
interoperability, even two years after guidelines were issued.

Hence, it proposed to make interoperability mandatory for full-KYC PPIs and for all
acceptance infrastructure. And, in order to incentivise the migration, it permitted the

72 | M&A NEWS M A Y 2 0 21
full-KYC PPIs to hold double the outstanding balance they can currently hold — from
Rs 1 lakh to Rs 2 lakh.

PPIs are payment instruments that facilitate the purchase of goods and services,
including financial services, remittance facilities, etc., against the value stored on
such instruments.

Mandar Agashe, founder & MD, Sarvatra Technologies, said: “The proposition to
make interoperability mandatory is an extremely positive move towards accelerating
digital adoption within
the country. In a post-
Covid-19 era, increasing
the maximum balance
will help incentivise PPI
operators to do full
KYC.”

In another major decis-

ion, the RBI decided to
extend the facility of
cash withdrawal to full-
KYC PPIs of non-bank
PPI issuers as well.

So far, the cash with-drawal facility was allowed only for full-KYC PPIs issued by
banks and this facility is available through ATMs and PoS terminals.

The rationale behind this move is to level the playing field between banks and non-
banks PPI issuers. This will also help achieve the comfort that one can access cash
easily. So it reduces the need to actually hold cash, giving a fillip to digitisation in
the system, explained T Rabi Sankar, executive director, RBI.

Furthermore, the RBI has proposed to enable PPI issuers, white-label ATM operators,
card issuers, Trade Receivables Discounting System platforms, to take direct
memberships in centralised payment systems i.e real-time gross settlement (RTGS)
and National Electronic Funds Transfer (NEFT).

Salman Waris, partner, TechLegis Advocates & Solicitors, said: “This could be a
potential game-changer for fintech and payments firms.”

Vivek Belgavi, partner, fintech leader, PwC India, said: “PPIs and other players were
holding settlement accounts with banks.

73 | M&A NEWS M A Y 2 0 21
Now, with this move of taking direct membership, it can have a negative impact on
the banks’ float income... these (interoperability, doubling the limit...) are all
encouraging measures.”

Ketan Doshi, MD, Pay Point India,

said: “By allowing wallet
companies to participate in the
centralised payments systems for
RTGS and NEFT, the RBI has
brought them almost on a par with
bank accounts. Moreover, wallets
can now effectively compete for
micro-savings from the under-
banked segments.”

About the various instances of

data breaches seen over the past
few months, Sankar said the
objective is to make the
transactions as safe as possible. Business Standard

Australia

Australia’s Afterpay considers U.S. listing

as ‘buy now, pay later’ takes off
Sydney, April 20, 2021 - Australian buy-now-pay-later company Afterpay (APT.AX)
said on Tuesday it is exploring a U.S. listing after North America became its biggest
market, offering global investors an easier path to owning a stock that has boomed
through the pandemic.

Afterpay has tapped Goldman Sachs to advise on the listing, two sources with direct
knowledge of the matter told Reuters. Goldman declined to comment. The
Melbourne-based firm was last valued at nearly A$37 billion ($28.7 billion) despite
never having posted a profit, thanks to the coronavirus-driven surge in online
shopping and rapid expansion in overseas markets including the United
States.Releasing its third-quarter results on Tuesday, Afterpay said North America
sales had nearly tripled, overtaking Australia and helping to double the total value of
transactions it processed to A$5.2 billion compared with a year earlier.

74 | M&A NEWS M A Y 2 0 21
 A logo for the company Afterpay is seen in a store window in Sydney,
Australia, July 9, 2020. REUTERS/Stephen Coates/File Photo

A U.S. listing would likely further open up the Australian fintech star to an investor
base that lends greater weight toward growth, and also potentially provide easier
access to capital to fund expansion plans.

Afterpay co-CEO Nick Molnar, who co-

founded the company in 2015, told
Reuters it was a "proud Australian-
headquartered organisat-ion" but a U.S.
listing could provide "attractive
opportunities".

Nick Molnar, Afterpay’s co-CEO

"The prioritisation on exploring a U.S. listing is purely around does it provide the
business more operating leverage from the perspective of being present in the
market that is now the greatest contributing segment ... and provide us the right
investor base," he said. Afterpay said in a statement it planned to remain
headquartered in Australia, but did not specify if a U.S. market debut would be based
on a dual-listing structure or result in it giving up its Australian berth. It also did not
give a timeframe.
75 | M&A NEWS M A Y 2 0 21
In North America Afterpay is pitted against Affirm (AFRM.O), Zip Co’s (Z1P.AX)
Quadpay, new entrant PayPal (PYPL.O) and Sweden’s Klarna, which is valued at $31
billion and looking at a direct listing in the United States.

Affirm's $17 billion valuation was based on 4.5 million shoppers while Afterpay had
14.6 million, implying a valuation over $47 billion, said Emanuel Datt, founder of Datt
Capital which bought Afterpay shares around A$7.00 in 2018.

"U.S. investors are generally willing to pay a higher multiple for a growth business
like Afterpay. That is related to the deeper pools of capital that are available ...
relative to Australia," Datt said. Shares of Afterpay were trading flat at A$126.17 by
midsession on Tuesday, compared to a slight dip in the broader market (.AXJO). The
stock is up more than 200% since its pre-pandemic high in Feb 2020.

Afterpay’s growth has slowed in Australia and this year it will likely face margin
pressure as the country’s biggest bank (CBA.AX) and PayPal launch BNPL offerings
with a promise of lower fees. The company last month launched in parts of mainland
Europe and plans to move into Asia. Its self-branded savings accounts linked to
Westpac Banking Corp (WBC.AX) are expected to go live later this year. ($1 = 1.2845
Australian dollars) Source: Reuters

India / Saudi Arabia

Reliance-Aramco deal progressing despite

India-Saudi oil stand-off
India recently advised public sector crude refining companies to
scale up imports from US and Africa following Saudi's decision to
raise OSP of oil shipments to Asia in May
Dehli, April 22, 2021 - Even as the stand-off between India and Saudi Arabia
escalates with the kingdom increasing the crude oil price for Asia and India cutting
imports from the Gulf nation, the state-run Saudi Aramco's stake purchase plan in
Reliance O2C Ltd is unaffected, said sources in the know.

Aramco is serious about partnering Reliance and the discussions are progressing as
expected, three sources confirmed.

76 | M&A NEWS M A Y 2 0 21
 Aramco is serious about partnering Reliance and the
discussions are progressing as expected, three sources
confirmed

Aramco, the world's largest oil producing

company, is expected to register a strong
performance in this year, thanks to the spike in
crude prices. The Brent crude price is hovering
around $65 per barrel, as compared to $38 in
early November. Bank of America (BoA) earlier
estimated that Aramco would generate close to
$100 billion in cash flow in 2022.

Also, Aramco is generating surplus cash as it recently agreed to sell its 49 per cent
stake in pipelines to a consortium led by US-based EIG Global Energy Partners for
$12.4 billion. It is Aramco's largest deal since its record $29.4 billion IPO in late 2019.

In 2020, the energy giant posted a 44.4 per cent slump in net profit due to lower
crude prices, as the coronavirus pandemic weighed heavily on global demand.
Aramco achieved a net income of $49 billion in 2020, down from $88.2 billion in
2019.

India, the third-largest crude oil importer and consumer, recently advised public
sector crude refining companies to scale up import from the US and Africa following
Saudi Arabia's decision to raise official selling price (OSP) of oil shipments to Asia in
May. The action by Saudi, the world's largest crude exporter, was largely conceived
as a retaliation to India's plan to cut crude imports from the country.

Mukesh Ambani, Chairman and Managing Director of Reliance Industries, announced

in 2019 that Aramco would pick up 20 per cent stake in the company's newly floated
subsidiary Reliance O2C for $15 billion. Aramco sees Reliance O2C as a dedicated
buyer of its crude. Besides, it sees opportunity in Reliance O2C's plan to increase
production of petrochemicals by reducing fuel output. The O2C business of Reliance
includes the twin refineries in Gujarat's Jamnagar and the adjacent petrochemicals
complex, besides the petroleum retail joint venture of RIL-BP Plc.

The deal also ensures a dedicated market for Aramco's crude in India. As part of the
eal, Reliance O2C will sign to buy 5,00,000 barrels of crude oil every day (28 per
cent of the company's Jamnagar refinery requirement) on a long-term basis from
Aramco. Besides, the O2C business will be a value-creating proposition for both the
giants as it focuses to channel 70 per cent of the refined crude for manufacturing
high value chemical products. Source: Business Today

77 | M&A NEWS M A Y 2 0 21
Egypt

Egypt’s non-oil exports rise 6% in Q1

2021: Trade Ministry
Trade deficit decreases by 1% during first 3 months of 2021,
says Minister Nevine Gamea

Cairo, April 17, 2021 - Egypt’s Minister of Trade and Industry Nevine Gamea has
announced that the country’s non-oil exports achieved a remarkable increase of 6%
during the first quarter (Q1) of 2021.

As a result, it reached $7.438bn, compared to approximately $6.99bn in the same

period of 2020.
78 | M&A NEWS M A Y 2 0 21
The minister added that Egyptian
imports witnessed a slight increase
of 2% during Q1 of 2020, recording
$16.991bn compared to $16.675bn
in the same period of the previous
year.

Gamea pointed out that these

positive indicators contributed to
achieving a 1% decrease in trade
deficit to $9.552bn, compared to
$9.685bn in Q1 of 2020.
Nevine Gamea, Egypt’s Minister of Trade

Ismail Gaber, Head of General Organization for Export & Import Control, said that
the largest sectors on the list of Egyptian exports in Q1 of 2020 included: chemical
and fertilisers products with a value of $1.530bn; building materials with a value of
$1.353bn; and food industries sector with a value of $965m.

General Ismail Gaber, Chairman of the

General Organization for Export & Import
Control

Meanwhile, engineering and elec-

tronic goods came in at a value of
$739m, ready-made garments
reported a value of $434m, and
medical industries reported a value
of $174m.

Gaber added that there are five

countries whose markets accounted
for 30.6% of total Egyptian exports,
including: Turkey, with a value of $504m; the US, with a value of $498m; Saudi
Arabia, with a value of $456m; Italy, with $447m; and Malta, with $375m.

On the most important exporting countries to the Egyptian market, Gaber pointed
out that there are five countries that accounted for 42.1% of total Egyptian imports.
These included: China, with a value of $3.145bn; the US, with $1.495bn; Germany,
with a value of $970m; Russia, with a value of $855m; and Italy, with a value of
$689m. Source: Daily News

79 | M&A NEWS M A Y 2 0 21
Lebanon

Lebanon debuts its first EV which is also

the first automobile to be made in the
nation

The car was built entirely in Lebanon by local and Palestinian engineers who are among the 300
employees of EV Electra. Image by ANWAR AMRO / AFP

Beirut, April 24, 2021 - Lebanon launched its first electric car Saturday, pitched as
an eco-friendly alternative despite the crisis-hit nation’s reliance on fossil fuels and
frequent power cuts.

Key facts

• The car, built by Lebanon-based EV Electra, is the first locally produced

automobile according Jihad Mohammad, the firm’s Lebanon-born Palestinian
director.

80 | M&A NEWS M A Y 2 0 21
 • Named "Quds Rise," the car was built entirely in Lebanon by local and
Palestinian engineers who are among the 300 employees of EV Electra, which
was set up by Mohammad.
• The firm plans to start production of 10,000 EVs later this year, aiming for a
market launch by this time next year, according to AFP.
• It will cost $30,000 and reaches a speed of 180 km/hour, according to Reuters.
• Mohammad told AFP he hopes to eventually take on the international hybrid
and EV market with this new car.
• He also plans to set up around 100 recharging stations across the country,
which will be connected to generators.
• The firm will accept payments for the cars split between dollars and the
Lebanese pound, to be paid over five years without interest, Mohammad told
AFP.
• In a statement in February this year, the firm said it hoped that this EV will
constitute half the car market, replacing polluting combustion-engine cars, so
as to have “a greater impact on the environment.

Fossil fuels

The Arab nation generates roughly 95% of its power by burning heavy fuel oil, while
hydro-electric power, makes up a fraction of its output. Lebanon had set ambitious
climate goals of generating 12% of its electricity from renewable sources by 2020
and 30% by 2030, but it has missed the former, and making it more likely to miss
the latter, according to Reuters.

While Lebanon’s power is cheap, as consumers can buy

electricity for 10th of production cost, this advantage is offset
by the increased greenhouse gas emitted to produce the
power, which calls into question the EVs aim to be eco-
friendly.

Jihad Mohammad,
Director EV Electra, Beirut

Lebanon also experiences regular power cuts on account of its poor infrastructure,
with its old power plants only equipped to produce some 2,000 megawatts (MW) of
electricity when demand can top 3,400 MWs in the summer, according to Reuters.

Economic collapse

Since late 2019, Lebanon has undergone its worst political and economic downturn
in three decades.

81 | M&A NEWS M A Y 2 0 21
The Lebanese pound has lost almost 90% of its value and was valued at 15,000
against the dollar on the black market last month, according to AFP.

Hunger and homelessness abound, with more than half of the nation’s population
living below the poverty line, according to The World Bank.

Its GDP is set to contract by 10%, according to estimates by the London-based

consultancy Capital Economics. The IMF estimated a 25% contraction and an
inflation rate of 85.5% in 2020. Source: Forbes ME

South Africa

Naspers investors want big deals, share

buyback after Tencent windfall
Johannesburg, April 8, 2021 -
Investors in Naspers Ltd - Africa's
biggest company - said on
Thursday they want proceeds
from a $14.7 billion stake sale in
its Tencent Holdings investment
to go towards blockbuster
acquisitions or a share buyback.

Naspers logo is seen in Johannesburg,

South Africa, October 9, 2019.
REUTERS/Siphiwe Sibeko/File Photo
REUTERS

Naspers' Dutch-listed subsidiary Prosus NV sold a 2% stake in the Chinese gaming

and social media giant on Thursday in the world's largest-ever block trade, reducing
its stake to 28.9%.

Prosus' portfolio is dominated by Tencent, which owns China's biggest messaging

app, WeChat.

A major acquisition could give one of Prosus' other business segments - classifieds,
food delivery, fintech, payments or online education - a welcome boost, analysts
said.

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 Bob van Dijk, chief executive of both Naspers and
Prosus, said on Thursday the stake sale created
the financial flexibility to go for mergers and
acquisitions, continue its on-going share buyback
programme and explore other ways to create
shareholder value.

Bob van Dijk, CEO of Naspers and Prosus

"We might see some deal announcements again in the next six months or the rest
of this year," said Jean Pierre Verster, CEO of the South African hedge fund
management firm Protea Capital Management, which holds shares in Naspers and
Prosus.

Aside from acquisitions, Verster, who said Prosus had shown discipline in capital
deployment after an earlier Tencent stake sale in 2018, said it could put Thursday's
windfall towards another share buyback.

"That in my mind is very efficient capital allocation and that should decrease the
discount because shareholders would gain a lot of comfort that management is
allocating capital efficiently," he said.

Naspers spun off its international assets into Prosus and listed it in Amsterdam in
2019 to try to reduce a yawning discount its shares traded on the Johannesburg
Stock Exchange (JSE) to the value of its stake in Tencent.

And in October, Prosus announced it planned to buy back $1.37 billion worth of
Prosus shares and $3.63 billion worth of Naspers shares. That has yet to reduce the
discount.

At current share prices, Naspers is trading at a discount of 26% to the value of its
roughly 73% stake in Prosus. Prosus in turn trades at a 22% discount to its stake in
Tencent.

Peter Takaendesa, head of equities at Mergence Investment Managers, which also

holds Naspers and Prosus shares, said he favoured another buyback over
acquisitions, given that, aside from Tencent and its online classifieds, Prosus' other
businesses are loss-making.

"Some of the proceeds should go to buy back shares, which may be a better way to
deploy those proceeds instead of assets that we don't know how they're going to
play out," he said. Source: Reuters / by Promit Mukherjee
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Saudi Arabia

Saudi buy-now-pay-later firm raises

$110mln in funding
Tamara allows shoppers to purchase goods and services and
delay the payment for 30 days, or spilt the purchase into three
payments spread over two months

Online shopping woman used computer laptop searching shop on e-commerce website and using
smartphone to payment on digital payment online gateway by credit card. Image used for illustrative
purpose. Getty Images.

Riyadh, April 22, 2021 - Buy-now-pay-later (BNPL) platform Tamara has secured
funding of $110 million and plans to use the new cash injection to expand its
operations across the GCC.

The largest Series A funding ever in the Middle East and North Africa (MENA), the
news comes just six months after Riyadh-based Tamara launched in September last
year.

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 Founded by entrepreneur Abdulmajeed Alsukhan and his
partners Turki Bin Zarah and Abdulmohsen Albabtain,
Tamara was the first BNPL firm to be part of the Saudi
Central Bank’s Sandbox fintech development program.

Abdulmajeed Alsukhan
Tamara’s co-founder and CEO

Tamara allows shoppers to purchase goods and services and delay the payment for
30 days, or spilt the purchase into three payments spread over two months. The
company has signed up around 1000 merchants to its platform, including Namshi,
Floward, SACO, Nice One, Whites and Nejree. It has reported healthy average
monthly growth rates, with its user base growing 180 percent month-on-month and
transaction volumes increasing 170 percent on average each month.

“Tamara was born to make a change. The region and the world need payment
solutions that are transparent and customer-oriented. At Tamara, we offer our
customers an alternative to credit cards and Cash on Delivery (COD), which enhances
their shopping experience,” Abdulmajeed Alsukhan, Tamara’s co-founder and CEO,
said in a press statement. Operating in Saudi Arabia and the UAE, Tamara also has
offices in Vietnam and Germany. Source: Arab News / ZAWYA

Mozambique

The African Continental Free Trade Zone

(AfCFTA) to boost small and medium-
sized enterprises (SMEs) in Mozambique
Maputo, 23 April 2021 - After several delays and postponements, trading under the
African Continental Free Trade Area (“AfCFTA”) finally commenced on the 1st of
January 2021. The long-awaited trading has been a historic event for African States
and Small and Medium-sized Enterprises (SMEs) in Africa.

SMEs represent about 80 percent of Africa’s businesses and are responsible for more
than 80% of Africa’s employment and 50% of its Gross Domestic Product (GDP).

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 Maputo, capital of Mozambique

Notwithstanding that most SMEs on the African continent struggle to grow and
expand because of multiple barriers that limit their capacity to compete on the
market and trade with other neighbouring African countries. These constraints
include lack of skilled labour, poor access to financing, trade barriers, lack of
infrastructure, complex bureaucratic procedures, and corruption. This is unfortunate
as SMEs play a crucial role in African trade but are disproportionately impacted by
non-tariff barriers (NTBs) due to their limited resources and access to information.

In Mozambique SMEs play a crucial role in the economic development of the country.
They are at the heart and soul of the Mozambican economy. They comprise no less
than 98.7% of the market but contribute only 28% to GDP. SMEs in Mozambique
provide employment, diversification, mobilize social and economic resources, and
provide a greater level of competition. There is room for SMEs in Mozambique to
grow as they can take advantage of the country’s extractive sector.

This year the President of the Republic recommended that medium and long-term
strategies should be found to help micro, small and
medium enterprises (MSMEs) eliminate weaknesses
and weather crises in the business sector. Any
economic policy that facilitates imports and exports
among member countries with lower or no tariffs,
free access to the market and market information,
and the elimination of trade barriers provides
numerous benefits to SMEs. SMEs are thus a key
beneficiary of the AfCFTA as the free-trade area
provides significant opportunities for growth.
The African Continental Free Trade Zone (AfCFTA)

One of the biggest opportunities offered by the AfCFTA is market access. Source AfCFTA

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Under the free-trade zone SMEs will be exposed to a more expanded market which
is estimated to be as large as 1.3 billion people across Africa, with a combined GDP
of $3.4 trillion. Further, trading under the AfCFTA provides for open borders,
improved contracts, and better structured value chains which are key benefits for
SMEs to grow.

One of the main objectives of the AfCFTA is to increase Africa’s intra-continental

trade by 52.3 percent by 2022. SMEs will thus benefit from this as they will be able
to increase their sale and boost their business because of their capacity to reach
consumers from all over the continent. Therefore, local SMEs in the country will
benefit from partnerships with potential foreign investors who would want to invest
or launch their businesses in Africa.

For example, the Nigerian government has imposed some restrictions on imported
manufactured goods to drive foreign investors to invest in manufactured products in
Nigeria or to partner with local businesses. As a result, there will be a significant
boost in business and transfer of skills and technology through SMEs’ partnerships
with potential foreign investors.

Increased intra-African trade will increase the economies of scale and provide an
access to cheaper raw materials and intermediate inputs. The free trade also offers
better conditions for regional value chains and integration into global value chains,
catalysing the transformation of SMEs towards greater utilization of technology and
knowledge, facilitating both intra-African and external direct capital flows. This in-
turn creates a labour market and a demand pull throughout the continent. Further,
the AfCFTA will increase facilitate exports diversification which gives SMEs an
opportunity to expand their markets.

One of the major challenges that has hindered SMES in Mozambique to reach their
full potential is the lack of access to finance, high interest rate and the stringent
collateral requirements as well as lack of affordable credit facilities. The accessibility
of finance by SMEs has hindered the growth of SMEs as only 5 % of the SMEs are
financed through banking institutions, forcing them to use other financing lines for
both investment and working capital. Practically many of the SMEs finance their
projects through their own funds, family funds, and friends’ funds which is
unstainable.

Given that access to finance remains a key constraint to SME operations, availability
of sustainable trade finance, will remain the key lubricant to propel the AfCFTA, the
single largest trading bloc globally. With the coming into effect of the AfCFTA, African
trade financing banks such as the African Export-Import Bank (Afreximbank) have
provided factoring as a viable alternative financing instrument for supporting SMEs
in Africa at a time when traditional commercial bank lending is tightening.
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Afreximbank offers support to SMEs that cannot obtain traditional bank funding and
proffers the use of open account transactions which are cheaper than letters of credit
and simply involve a business selling its receivables at a discount to a third party
called a factor. With such structures in places, SMEs can access financing in the
cheap and easy manner and thus expand their businesses.

Furthermore, the reduction of tariff revenues collected by African countries on intra-

African trade will make it easier for more SMEs to join the “real” economy by ensuring
a fairer distribution of the gains from free trade. The AfCFTA will provide greater
support for trade facilitation and exchange of information from the pan-African,
regional, and local bureaucracies which will be a great incentive for SMEs
participation.

To ensure that SMEs can fully take advantage of the African Free Trade Area, it is
important that SMEs understand what the AfCFTA entails and what the future
negotiations will cover. SMEs should also ensure that their representatives participate
as governments craft and operationalize the agreement. To do that, they need to be
fully aware of the issues, potential benefits and opportunities and, most importantly,
the role they can play. Although a true continent-wide free trade area may take time
with many challenges, there appears clear progress towards success, promising
economic benefits for SMEs across the Continent. Source: Chido Pamela Mafongoya

South Africa

What is the new process of financial

emigration from South Africa?
The process of financial emigration, which is the process that allows a taxpayer to
formally place themselves on record as a non-resident for tax purposes with the
South African Revenue Service (SARS), recently changed and came into effect on 1
March 2021.
Data from various sources indicate that around 23,000 South African tax residents
leave South Africa each year. Many of these taxpayers followed the formal process
of Financial Emigration, and the Government specifically noted this exodus in the
2020 Budget Speech as the main reason for amending the process. Jonty Leon, Legal
Manager (Expatriate Tax) at Tax Consulting South Africa, says the company has seen
an increased volume of inquiries regarding the benefits of financial emigration, the
new process, as well as the timelines involved in financial emigration.

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 Financial emigration remains the cleanest route out of South Africa. Image credit: supplied

“The advantage of financial emigration is that it allows you to cleanly cease tax
residency of SA, ensuring your foreign income and foreign assets are ring-fenced
outside of SARS’ jurisdiction. Financial emigration used to be a tax and exchange
control process, but the new process means that financial emigration has become
solely a tax process. The exchange control process created an additional set of
administrative challenges with financial institutions, which is no longer the case.
Under the new financial emigration regime, there are no disadvantages for those
who intend to reside outside of the country permanently,” says Leon.

In-depth audits and proving non-residency

As SARS will no longer be able to tax an individual on their worldwide income and
assets once they have ceased tax residency of SA, the institution has ramped up its
collection power to ensure the taxpayer has truly met the requirements to cease tax
residency. This translates to more in-depth audits from SARS to ensure these
taxpayers meet the criteria of non-residency.

“For many years, South Africans abroad have flown under the radar. Many expats
are still of the opinion that they are no longer liable to pay tax in South Africa if they
have been abroad for many years. It is important to note that the process is not
automatic, and the burden of proof always lies with the taxpayer.

SARS now has a team dedicated to investigating and recovering tax from South
Africans abroad who have not ceased their tax residency in South Africa,” says Leon.

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Steps involved in financial emigration

The individual seeking financial emigration must be entirely up to date and compliant
with SARS. This compliance extends to any South African trusts or companies that
they are linked to, which must also be fully up to date and compliant.

The taxpayer must then pass two tests to determine tax residency outside of South
Africa, namely the Physical Presence test and the Ordinarily Resident test.

After this, they can submit an application with full supporting documentation to SARS
for an Emigration Tax Clearance Certificate. The application will include an “exit tax”
that is calculated on certain worldwide assets as well as a declaration of all South
African assets and liabilities. Only once this has been audited and approved by SARS
can the taxpayer consider themselves a non-resident for tax purposes.

Leon concludes by advising people to partner with a reputable tax advisory firm with
experienced, admitted attorneys in their team. “Taxpayers must follow the most
transparent, formal route to financially emigrate to ensure a taxpayer can overcome
their burden of proof when ceasing tax residency.” Source: The South African

Egypt

ACUD,
MasterCard
discuss turning
New Capital into
cashless city
Project scheduled for
inauguration in October
Cairo, April 24, 2021 - Delegations from the Administrative Capital for Urban
Development (ACUD) and Mastercard met to discuss the latest developments in the
latter’s project in the New Administrative Capital (NAC). The project is scheduled for
inauguration next October and aims to make the NAC the first cashless city in Egypt.

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The delegations were headed by ACUD Chairperson Ahmed Zaki Abdeen and Khalid
Elgibali, MasterCard Division President for the Middle East and North Africa (MENA)
region.

Elgibali praised the meeting outcomes and noted that the implementation of the
electronic payment solutions in the NAC is a major transformation, which will have
positive impacts on Egypt’s economy. He noted that Egypt and Africa are important
markets to MasterCard, and that the company is willing to invest in supporting these
markets through the provision of innovative digital solutions and the facilitation of
the digital transformation.

MasterCard had signed a cooperation agreement with the Egyptian Government to

implement electronic payment solutions in the NAC, making it the first integrated
smart city in Egypt.

City Possible is a model gathering an extensive network of 240 cities in addition to

other cities eligible to join this network. MasterCard is assisting more than 500 cities
in 50 countries around the world to achieve sustainability and financial inclusion. This
is taking place by improving their infrastructure efficiency and economic growth
through digitisation. Source: Daily News

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United Arab Emirates

Dubai-based restaurant booking start-up

Eat App is hiring beyond the Middle East.
Here’s Why.

Christo Van Wyk, VP of Commercial, Eat App. Image provided.

Dubai, April 25, 2021 - Dubai-based restaurant reservations platform Eat App has
appointed international talent to fill in the role of VP of Commercial by hiring Christo
Van Wyk. The announcement comes as the start-up prepares for expansion and
growth in the global restaurant software business.

Since establishing in 2015, the in-restaurant SaaS solution has seated over 10 million
diners across 2,400 restaurants in the Middle East. It counts Emaar Hospitality Group
and The Ritz-Carlton amongst its customers. Eat App ranked amongst Forbes Middle
East’s 50 Most-Funded Start-ups 2020 list and in the Top 100 Start-ups In The Arab
World 2017 ranking.

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Tapping on global talent

Eat App’s strategy to seek leadership expertise beyond the Middle East was realized
by founders Nezar Kadhem and David Feuillard, who sought a professional with
experience in successfully scaling and growing companies globally from within an
emerging market.

“As we expand globally, we continually need to meet the demands of our customers
in different countries,” CEO and co-founder Kadhem shared with Forbes Middle East.
“The hospitality landscape varies greatly between countries and even cities, and this
position is very much in line with our goal of providing our customers with the best
experience and tools no matter where they are located - Christo has executed on a
similar operation for 12+ years.” Christo joins Eat App with substantial expertise in
scaling start-ups in emerging markets, including the Middle East. Previously, he held
numerous commercial leadership roles from an international SaaS company,
Meltwater.

Kadhem places significant emphasis on the firm’s people-first mindset and its priority
on recruiting diverse talent as a key ingredient for business success. “Diversity
inspires culture, and that fuels innovation more so than having a narrower team,”
adds the co-founder. Eat App currently has 50 full-time employees, representing 20
different nationalities. Last week, the start-up welcomed talent from Salesforce, IBM,
Audible, and Shopify, a move credited to its remote-friendly company culture.

How has COVID-19 impacted the startup?

The UAE-headquartered company saw its productivity skyrocket in 2020, with

engineering outputs up 40% compared to the pre-pandemic business activity. As a
result of remote working, Eat App shifted its scalability strategy and began hiring
remotely. Today, over 30% of its team works remotely, with a presence in five
primary locations: UAE, Bosnia, Spain, the Philippines, and Bahrain.

For the remainder of 2021, Eat App is gearing towards the fast-evolving dining
requirements in a post-COVID era. “Our vision is to become the leader in restaurant
management software globally. In 2021, we want to make great strides against that
vision and focus on supporting restaurants as they begin to re-open around the
world,” says Kadhem.

Due to reduced capacity, contact tracing, and operating with in-government

guidelines, restaurants are adopting contactless technology and reservation
management solutions by default.

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 Eat App co-founders David Feuillard and Nezar Kadhem. Image provided.

Given the acceleration of digital transformation in restaurants, the start-up is

developing and releasing the next generation of restaurant tech with a focus on
automation (AI) and improving the guest experience in all aspects.

What to watch for

Eat App has raised $7.2

million in total funding so
far, with $5 million of that
raised in 2020 alone.
Investors have included 500
Start-ups and Derayah VC
and several international
VCs, and regional angel
investors. “We are currently
fundraising for our $10 million Series C, which we hope to close in Q1 2022,” reveals
Kadhem.

Globally, the food-tech space continues to attract impressive funding and is growing
at an incredible pace. In the 2019-2020 period, Amazon entered the space with its
investment in SevenRooms and Dubai’s Kitopi raised $60 million in series B funding.
Source: Reuters
94 | M&A NEWS M A Y 2 0 21
95 | M&A NEWS M A Y 2 0 21
DLD's Real Estate Updates bulletin
highlights real estate sector's continued
positive results in Q1 2021
The bulletin showed that real estate transactions in Q1 2021
achieved a significant growth of 27% and 47% compared to Q1
2020 and Q1 2019
Dubai, April 22, 2021 -
According to the real estate
bulletin issued by Dubai
Land Department (DLD)
under the name ‘Real Estate
Updates,’ March 2021
recorded the second
highest number of real
estate transactions since
February 2017, with 6,590
real estate transactions
valued at about AED 22.9
billion, a growth in number by 43% and a growth in value by 40% compared to
March 2020.

The bulletin showed that real estate transactions in Q1 2021 achieved a significant
growth of 27% and 47% compared to Q1 2020 and Q1 2019, respectively.

The bulletin highlighted continued attractiveness of the real estate sector to new
investors, as 5,683 new investors entered the market in Q1 2021, representing 64%
of the total number of investors during the same period. The aforementioned figures
revealed the continuity of achieving positive results in 2021, thereby continuing to
enhance the trust of local and international investors in Dubai’s attractive and vibrant
real estate environment. Source: ZAWYA

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How much it costs to buy a 5-bedroom
estate home in Italy, US, and New
Zealand vs South Africa

Johannesburg, April 24, 2021 - New World Wealth has published its list of the top
lifestyle estates around the world, with three South African developments featuring
on the list.

The top estates were selected based on their appeal to high-net-worth individual
(HNWIs), maintenance, communal areas such as parks, design, location, scenery,
security and facilities/activities available which includes gym, tennis, golf, equestrian
and lifestyle advantages.

New World Wealth defines millionaires as those with a net worth of $1 million or
more. Using this metric, there are approximately 36,500 dollar millionaires living in
the country – down by 1,900 from the number recorded in 2020. Included in South
Africa’s millionaire figures are 1,930 multi-millionaires living in South Africa, each
with net assets of $10 million or more. In addition, there are five billionaires living in
South Africa, each with net assets of $1 billion or more.

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The group estimates that over 45% of South African HNWIs either live or have homes
on estates.

Below are the top lifestyle estates, and how much it costs to buy a property in each
one.

Yellowstone Club
USA

Enclave 2A
$ 13,950,000

Val de Vie
South Africa

5 Bedroom House for

Sale in Val De Vie
Estate
$ 1,365,3670

Bighorn Golf Estate

USA

106 Lantana View

$ 6,750,000

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 Steyn City
South Africa

5 Bedroom House
for Sale in Steyn
City
$ 1,540,400

Kukio in Hawaii
USA
Kukio 111
$ 8,850,000

Fancourt
South Africa

5 Bedroom House
for Sale in
Fancourt
$ 1,113,295

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 Jumeirah Golf Estate
United Arab Emirates

Modified Valencia
with Annexe
$ 2,317,615

Jacks Point
New Zealand

Hidden Island Road

Jacks Point
$18,500,000

Toscana Castelfalfi
Italy

Homes from
$ 2,000,000

Source: BusinessTech
100 | M&A NEWS M A Y 2 0 21
Vice co-founder Shane Smith bags record
price for Los Angeles hacienda
The renovated property in Santa Monica sold for $48.7 million

Vice co-founder Shane Smith sold his Santa Monica estate for $48.7 million.
CRIS NOLASCO

Los Angeles, April 22, 2021 – Shane Smith, the co-founder of Vice Media, sold his
Mediterranean-style Los Angeles home this week for $48.7 million, a record high for
Santa Monica and the surrounding community. The estate spans 3.35 acres, and
boasts a 74-foot pool. The compound hit the market in early February for $50 million.

Mr. Smith hired interior designer Kerry Joyce to completely renovate the 14,000-
square-foot home. The home was built in 1932. The closing price for the property,
boasting 14,000 square feet of living space, was almost 40% more than the next
priciest deal in the area, which was just shy of $30 million, according to listing records
on Zillow.

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 The chef's kitchen. Image: Jacob Burghart

Mr. Smith, 51, along with interior designer Kerry Joyce, completely renovated the
14,000-square-foot home, Mansion Global reported in February, when the property
was first listed for $50 million.

“When I sold it to him, the property was very dilapidated,” listing agent Santiago
Arana of The Agency, said at the time. “It was a beautiful hacienda, but dilapidated.
He brought the gardens to life and almost gutted the whole house.”

Mr. Arana also handled the recent sale, which was finalized Monday. The agent did
not return requests for additional comment.

Sitting on more than three acres, the estate dates to 1932, according to the listing.
The restoration preserved a number of period details of the home, as well as updated
it with modern amenities.

The main house boasts eight bedrooms, with stairs made from Moroccan ceramic
tile and white oak, a chef’s kitchen, a music room, a family room lined with
bookshelves and a primary bedroom suite with dressing room, a hammam and
private outdoor space.

The hacienda has a library with a secret onyx-walled bar, which is entered through
a secret bookshelf, Mansion Global reported.

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 There are also two
guest houses, a 74-
foot pool and pool
house equipped with a
pizza oven and
Argentinian grill, a
Japanese-style cedar
soaking tub and
landscaped grounds
that include fruit trees
and gardens, the
listing said.

Richard Ehrlich of Westside Estate Agency represented the buyer, but information
on his or her identity is not yet available in public records. Mr. Ehrlich did not
immediately return requests for comment.

Mr. Smith, who remains the executive chairman of Vice, purchased the estate in
2015 for $23 million, according to PropertyShark records. He called the home “a one-
of-a-kind escape...an oasis for us and our family,” Mansion Global previously
reported. His representatives did not respond to a request for additional comment.
Source: Mansion Global

TV hit-maker Ryan Murphy sells

character-loaded Beverly Hills home for
$16.25 million
Ryan Murphy, the TV bigwig behind hit shows including “American Horror Story,”
“Ratched” and “Glee,” parted with his long-time Los Angeles mansion on Thursday
after selling it for $16.25 million.

Listing records indicate the sale price was exactly what the writer, director, and
producer had been asking for the Beverly Hills home since it hit the market in October
with Compass, but is a little below what the property has asked in the past.

When it initially emerged on the market in September 2019, it was with a $17.9
million price tag.

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 Ryan Murphy has sold his Beverly Hills home. Composite: Google Maps; Getty Images

Mr. Murphy, 55, had owned the Spanish Colonial-style villa for more than a decade.
He bought the spread in 2010 for a hair over $10 million, from Oscar-winning actress
Diane Keaton, records with PropertyShark show.

Loaded with character, the 8,434-square-foot home has been “exquisitely updated
to balance traditional details with contemporary amenities,” according to the listing
with Kevin Augunas and Chris Cortazzo of Compass.

The home opens up onto a “fabulous” entry hall, the listing said, and has wide arched
doorways, truss ceilings, wood and terracotta tile floors and wrought iron details.

There’s also a library with groin vault ceiling, formal living and dining rooms, a media
room, an office, a great room and six bedrooms, including a primary suite with two
bathrooms and two balconies overlooking the courtyard and backyard. Outside, there
is entertaining space, a pool and a guest house, according to the listing.

Mr. Murphy is an Emmy and Tony award winner who has a lengthy TV resume that
began in 1999 with the teen comedy series “Popular,” followed by the drama series
“Nip/Tuck.”

Information on the buyer will not be available until the property records become
available publicly. Source: Mansion Global

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Incredible Beach Resort Unique 16th Century Mansion Palace in Venice

Castle in Umbria Feudal villa in Tenerife Spectacular villa in Javea

Luxury Residence London Mansion in Ascot, Berkshire Luxury villa, Cumbre del Sol

105 | M&A NEWS M A Y 2 0 21

M&A transactions pose special challenges
for risk management

In the run-up to and in the course of M&A transactions, shareholders, board

members, supervisory boards or managing directors, and thus corporate lawyers,
are faced with a multitude of questions, especially in the area of risk management.

Insurance due diligence

It starts with the question of whether the current insurance cover of the target meets
all the requirements of good risk management. Such a question is clarified by means
of a so-called insurance due diligence (DD). The risk assessment and the composing
of the corresponding report is often offered aggressively by insurance brokers. Of
course, these brokers bet on an acquisition success here, which is why this service
is often offered free of charge. However, it is better to hire an independent advisor,
for example a lawyer specializing in insurance law, to do this. In the course of such
a DD, a insurance broker should then be commissioned to optimize the insurance
cover if necessary.

D&O insurance

The D&O insurance should certainly be reviewed before the transaction. An M&A
transaction carries a multitude of liability risks for management on all sides.

106 | M&A NEWS M A Y 2 0 21

It is therefore in the interests of the company and the acting managers to have the
insurance cover checked.

The first question to be asked is whether the D&O insurer may need to be informed
about the transaction because it involves new control or an acquisition. It must also
be clarified whether the cover will survive the transaction and whether the selected
amount of cover is still sufficient against the background of the transaction.
Furthermore, it must be checked whether the deadlines for claims are sufficient.

Insurance of the actual transaction risks

In order to avoid liability, management should ask itself which insurance cover could
be used within the framework of the transaction in order to intercept possible risks
from the SPA or other sources as first-in-line-cover. This then serves to a certain
extent to exclude the liability of the management as far as possible and thus to avoid
making use of the D&O insurance.

W&I insurance

The W&I insurance (W&I = Warranty & Indemnity) insures unknown risks from
warranties and indemnities in the SPA. It was originally designed exclusively as
liability insurance for the seller. The disadvantage here is obvious: as with all liability
insurance, intent or fraud is not insured.

The buyer's W&I insurance: protection even in the event of malice on the
part of the seller

Today, W&I insurance is therefore almost exclusively purchased by the buyer. The
big advantage: There is insurance coverage even in the event of malice or fraud on
the part of the seller. But the seller also benefits in the long term from this form of
insurance, because the insurer can only subrogate against him in the event of intent
or fraud.

Avoidance of M&A litigation

In the event of a breach of warranty, the buyer as the policyholder should contact
the insurer directly with a claim report. In such a case of breach, he does not
necessarily have to burden the relationship with the seller, because he is not required
to conduct expensive M&A litigation against him. He also receives a solvent debtor
in the form of the insurer. If the company was acquired from foreign sellers, the
place of jurisdiction shifts to Germany as a result of the insurance contract. This
avoids risky trials before foreign courts and in foreign legal systems.

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Enabling the “clean exit” - elimination of deal killers

If the seller is aiming for a “clean exit”, he cannot ignore the W&I insurance. Often
the deposit of part of the purchase price as security, as so-called escrow, should be
avoided. This is achieved with the help of W&I insurance, especially since
subrogation by the insurer is generally not to be feared. The entire purchase price is
immediately available to the seller for investment or distribution. The additional
income usually far exceeds the insurance premium due. This is how W&I insurance
creates a classic win-win situation.

Similar arguments naturally also make this insurance solution attractive in the case
of corporate succession and for private equity companies.

W&I insurance is also very helpful in stuck negotiation situations. With it, the buyer
succeeds in persuading the seller to issue guarantees and exemptions that the seller
would otherwise not have given or would not have given to this extent. So some
deals can still be saved.

Distressed M&A

The takeover of companies in a crisis is another area of application for W&I insurance
that is advancing. In the case of distressed M&A, the basic requirement is that due
diligence can be carried out on the basis of a correspondingly filled data room. It is
very helpful here if the management can sustainably support this process through
appropriate communication with the insurance underwriter. W&I insurance solutions
can also be established here through synthetic guarantees or knowledge scrape. In
this way a higher sales price can be achieved if necessary.

No M&A deal without checking the insurability

Transaction insurance has become such an established risk management tool that it
can no longer be ignored. Board members and managing directors should always
check the insurability of transactions from a purchase price of € 10 million up. If this
is not done without justification within the meaning of the “Business Judgment Rule”,
the accusation of breach of duty could subsequently be constructed in the event of
damage. Transaction insurance is also part of the M&A process tool box for corporate
lawyers.

W&I insurance costs

Usually between 10 and 50% of the transaction value is insured. The insurance
premiums are between 1 and 2% of the sum insured, lower for real estate
transactions.
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However, there have also been cases where, with an enterprise value of € 6
million, a sum insured of € 6 million with a net premium of € 61,000 was
concluded.

When it comes to underwriting, the insurers do not rely solely on their own know-
how, but also call in external advisors such as lawyers, tax advisors and auditors for
the audit. The insurers invoice the costs of an average of € 20,000 separately in the
form of an underwriting fee.

Claims experience shows that sooner or later a loss is reported in around 20% of all
insured deals. Often the cause of the claim lies in the area of taxes and the annual
financial statements.

Non-binding offers are free of charge

Of course, the buyer can initiate the purchase of the insurance, but the buyer's W&I
insurance is now in many cases prepared by the seller. The seller contacts a
specialized insurance broker as early as possible. On the basis of the parameters of
the transaction and the information memorandum, he tenders the insurance request
among more than a dozen insurers. The broker then creates a report on the available
non-binding offers (Non-Binding-Indication-Report / NBI-Report) within approxi-
mately 3 days, which will be further specified when a SPA draft is available. At the
same time, the different insurance conditions should definitely be reviewed; these
sometimes contain, for example, “excess cover” and arbitration clauses, which
should be avoided or changed if necessary.

Underwriting - Due diligence is crucial

The insurance project initiated by the seller is then handed over to the buyer for
continuation. An insurer is selected on the basis of the NBI report. Underwriting is
then started with this insurer. The selected insurer relies on the buyer's due
diligence, which is why the principle must be observed that only that which was the
subject of the due diligence can be insured. A W&I insurance does not replace the
due diligence, rather a full due diligence is the prerequisite for a full insurance cover.
Nevertheless, there are a few insurers who are willing to replace a lack of due
diligence with their own due diligence. So far, however, this is still the exception.

The insurer therefore receives all DD reports and also access to the data room.
However, underwriting based on a vendor due diligence is also possible.

The seller then already receives a negotiated policy, which he hands over to the
buyer with instructions from the insurer on the buyer due diligence to be carried out.

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In order not to be left with underwriting costs if the transaction fails, the insurer
usually requires a so-called "expense agreement", which relates to the above-
mentioned external underwriting costs.

Limits of W&I insurance

The insurance coverage that can be provided by W&I insurance is very extensive.
The W&I insurance, however, finds its limits in matters that can already be insured
elsewhere or are generally not insurable. The first category includes, for example,
risks from product liability, the creditworthiness of receivables or cyber issues. The
second category includes topics such as asbestos or pension obligations. As already
mentioned above, only unknown risks can be insured in W&I insurance. This means,
conversely, that known risks cannot be insured with the help of W&I insurance. But
of course, there is usually a solution here too.

Known risks can also be insured - taxes, litigation, the environment

If there are known risks, for example from pending legal disputes, e.g. about
intellectual property, subsidies or tax issues, these can also be insured. With a
contingent risk insurance, for example a tax liability insurance or litigation buyout
insurance, such known risks can be transferred to insurers. This means that the
buyer does not have to fear that the company he has acquired will place heavy
undesirable burdens on him. Such insurance solutions are basically also in the
interest of the seller, who of course also wants to avoid any liability of his own.

The same applies to environmental risks. Here, too, there are special policies that
can insure various environmental risks.

Insure parent guarantees

Parent guarantees can be insured with Parent Company Guarantees (PCG)

Insurance. This can be important in the area of carve-outs or the sale of subsidiaries
if, for example, customers have requested a parent guarantee from the parent
company when placing the order. In the event of a sale, the question arises whether
the buyer is willing and able to take on these parent guarantees, or whether the
customers are willing to accept the new guarantor.

This is where this new insurance product helps. The insurer insures the parent
company/seller against claims arising from the parent guarantees. So there is no
change of guarantor. Another advantage over the other options is that this can be
done off the balance sheet and without using the credit limit.

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Conclusion

W&I insurance is the means of choice for shifting liability risks in transactions in the
corporate and real estate sectors. With it, transaction risks for the buyer, the seller
or the respective company management can be transferred to the strong shoulders
of an insurer. Contingent Risk Insurances also help to insure known risks.

Overall, insurances in the transaction environment are

special products that are regularly only brokered by
specialized insurance brokers. The installation of such
policies requires special know-how. The insurers who offer
these products are also usually specialist insurers.

Article by Dr. iur. Andreas Wolfgang Wiedemann, W&I Insurance, Germany

Contact us for further information at exchange@cba.associates

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 Intellectual Property
issues in Mergers
and Acquisitions

Introduction
India is a developing country, growing in every field. The past few decades
are a proof that India has made a major growth in the field of Mergers and
Acquisitions and has witnessed some significant mergers between two
sectors/organisations/companies. In the era of Covid, in 2020, around 65 -
70 Mergers and Acquisitions have taken place in India between companies
and has raised the stake to 32.94%. When a merger or acquisition takes
place, the assets and liabilities of the corporation along with the IP assets
are transferred to the other. This article discusses how Intellectual Property
poses as an issue in Merger and Acquisition.

Merger & Acquisition

We often hear about acquisitions between large companies who are
significantly known in the market but in reality, most of the Mergers and
Acquisitions takes place between small-to-medium size firms than between
large companies. Mergers and acquisitions, particularly those involving privately
held companies in the technology sector, often involve a number of significant
intellectual property (IP) issues.

Mergers and Acquisitions present many challenges to a buyer and se ller,

particularly when it comes to Intellectual Property Issues and the acquiring
target Company is a privately held Company with not much information
about it in Public domain. IP asset can play a major role in deciding whether
or not the transaction will take place. Technology plays a very significant
role in Mergers and Acquisitions and therefore, Technology Knowledge
Transfer in M&A creates problems as far as Intellectual Property Rights are
concerned. Acquiring high standard technology in today’s sce nario can help
business in acquiring high standards and will help the business in gaining
monopoly in the market.

Today the market gives tremendous worth to intangible assets which consist largely
of intellectual property[1]. Intellectual property (IP) is the divisible, intangible group
of assets that is one of the largest asset classes that a company holds.
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Intellectual property is also becoming recognized in almost every form of transaction
type. Accordingly, it is crucial to be mindful of how intellectual property plays into
transactions. IP has especially become a meaningful value driver - especially to
mergers and acquisitions (M&A) transactions. The criticalness of IP for a prospering
M&A should not be overstated since it comprises myriad intellectual property (IP)
issues.

M&A transactions lead a legal entity either to expand or to go down in size -basically
by the consolidation of multiple into one or one taking the ownership or operating
units of the other(s). Either way, both contain pursuing deals and transferring others'
assets and rights, which gives particular importance to IP issues in mergers and
acquisition transactions.

The growth in e-commerce and the digital era are the main components that
comprise the value that the market attributes to IP today. In fact, European
Intellectual Property Office (“EUIPO”) has carried out studies on the contribution of
intellectual property rights (IPRs) to the economy and the results were outstanding.
According to the EUIPO, intellectual property industries generate 45% of the total
economic activity in the EU and IPR intensive industries are accounted for most of
the trade.

In addition, the aforementioned highly divisible character of IP has created the

tendency for companies to benefit from it more, according to their commercial
values. Thus the status-quo of IP has gained prominence especially in commercial
activities -with a particular emphasis on mergers and acquisitions.

There are several means of Acquiring Intangible assets like- Acquisition of

Agreement, Transfer of Documents, Sales of Assets and Stock Purchase.
Through these means, an Intangible Asset can be acquired and it is
necessary to follow the steps while any kind of Technological Acquisition.

IP & the issues

To solve these issues, it is required that the seller involves an experienced
and well versed with laws IP Counsel, who can tackle these issues and have
background of dealing with M&A in private and public sector companies. To
go through a successful process of sales, a seller always should anticipate
the problems which may arise during any M&A for better and higher growth
of the company.
Due diligence procedure should be followed by the seller because it can be
a source of significant information for both the parties in an M&A Deal. A
well-structured and comprehensive IP due diligence process should be
framed by the companies to tackle any such issues related with M&A.

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Some of the Intellectual Property issues which are face by the compani es
during Mergers and Acquisitions are:-

1. IP Due Diligence - Due diligence procedure can be a source of significant

information for both the parties in an M&A deal. Intellectual property and
technology assessment are the key determinants of the deal. IP due diligence
is inherently difficult because of the issues faced in the valuation of IP. Poorly
structured or inappropriately applied business strategy is amongst top listed
reasons for ultimate failure of IP driven M&A. Hence, a well structured and
comprehensive due diligence is fundamental. It provides vital information
specific to future benefits, economic life, ownership rights and the limitations
of the assets. Perceived as functional filter, due diligence procedure should
identify potential risks, capable of harming inherent interests of the parties to
the contract.
2. Non-Disclosure Agreement -Assuming that all the confidential information
is shared in the due diligence stage, it is crucial that parties enter into a non-
disclosure agreement. This will provide a safeguard to the interests of the
parties if the M&A deal gets cancelled in the future. From the IP point of view,
such agreement protects mainly copyrights (software programs), inventions
that were not filed for patent yet, trade secrets, know-how, databases, list of
customers, business methods. An important requirement for protection of
information under the non- disclosure agreement is that the information should
be secret i.e. not in the public domain.
3. IP Valuation- IP being an intangible asset, its valuation is a crucial issue in
the process of due diligence. The
following factors have to be considered
for IP valuation- Given industry, market
share of the owner, profits, occurrence of
new technologies, concentration and level
of competitiveness on the given market,
barriers to entry in respective industry,
expansion prospects, granted legal
protection, remaining economic life.
4. Timespan - During M&A negotiations, IP due diligence is usually brought up
either too late in the process to be effective or not at all, whereas essentially
it should be conducted early in the process. Strategically an earlier timed due
diligence would help take the right action and also to determine IP proactively.
5. Sufficiency of Assets - Sufficiency of assets mean the purchased assets
constitute the necessary amount that the company needs to conduct its'
business. In order to create the basis for the sufficiency of assets, it is
important to understand the IP structure of a company. First there is “Company
IP” which is owned by the Company and includes IPRs such as registered IPRs
and unregistered IP such as trade secrets, know-how and so on.
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 Then there is “Transferred IP” which is owned by the target and needs to be
transferred to the buyer as a part of the transaction. Last but not least, there
is “Retained IP” which is typically license.
When these three all come together, they create the basis for the sufficiency
of assets which constitute all of the IPRs that the company needs to operate
its business.
6. Documentation- It is the duty of the seller or the IP Counsel to
prepare the list of required IP Documentation for a M&A to take place.
There are number of documents which are required to complete the
procedure like Patent Application, Technology License, IP Address,
Domain Name, etc.
7. Software Issues-There are several software issues in an
technological acquisition. Many of the software engineers use open
source software system or incorporate such software’s for their work.
The use of Open Source Software can lead to issues of ownership,
licensing and compliance issues of an acquirer.
8. Development and Acquisition of IP-An acquirer who doesn’t have
involved or hired any IP Counsel in an early stage for their companies,
sometimes do not have knowledge about the development and
acquisition issues which come along with any technological
acquisitions. Hence, it is important to hire an experienced counsel who
can elaborate about these issues and suggest a way to come out of
them during M&A.
9. Intellectual Property Ownership- During a merger or an
acquisition, it is the duty of a seller to provide ownership,
representations and warranties to the buyer associated with IP asset.
If the seller has made any misrepresentation during the ownership
transfer of an IP asset then this can cause a major issue to the buyer.
The seller will need to ensure the responsibility of representations and
warranties which is effectively transferred to the buyer in the
assignment.
10. Disclosure Schedules- Once a merger or an acquisition becomes
public, there can be negative impacts on it because there might be a
situation where a third-party may claim IP rights on both, the buyer
and the seller.
In order to facilitate a speedy sale, the buyer will provide a disclosure
schedule to the seller which has to be provided in a given time frame.
This is a complex and detailed document that, if not completed
correctly, can cause intellectual property issues during and after a
sale.

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11. IP- Related Disputes- There are disputes in an IP related asset and
the acquirer will undertake a careful review of seller’s involvement in
any present or past IP related litigation or disputes related to it. This
has a possibility of becoming an issue.
12. International Transactions -The growth in international transactions and
structural changes came along with complications as a natural consequence.
When an M&A transaction is cross-border, strategic approach, post integration
compliance and interpretations to legal regulations have to become multilateral
as well. It is important to address what kind of products and services the target
provides and in which jurisdictions.
It should be noted that, especially IP differs significantly between different
systems. As an example, in some countries IP licenses have to be registered
in order to be obligatory for third parties who obtained the license, according
to other legislations, it can very well be without notice. Meanwhile, IP laws in
some countries do not require licenses to be registered at all.
Different jurisdictions in cross-border transactions must be regarded in order
not to forfeiture rights. Herewith, a scrutinized investigation and taking action
on balance is the key to eliminate further disputes particularly when the
transaction involves a foreign element.
13. Verification of Validity- Risk assessment matters for protection from present
and prospective disputes and to eliminate the risk of infringement claims.
However, pre-transaction or post-transaction, there are key matters that need
to be controlled periodically. Especially with the registered rights, in order to
maintain the acquired rights, making sure the necessary maintenance fee
payments have been paid and the renewal filings have been made is
substantial.
Post-transaction, the buyer must ensure that records have been verified,
updated renewal process is concluded, fees have been paid and prescribed
time for related operations has been -and is being- complied.
14. Reconciling IP Laws with Competition Laws- IP laws can help develop a
balance system of law to promote competition and innovation as well as
consumer welfare. Countries can also customize procedural aspects of their IP
related competition laws to make it as a threat to foster technology transfer.

This article was a contribution

by our Associate Pallavi Parmar.
She is a Patent and Trademark
Attorney and Corporate and
Commercial Lawyer, located in
New Delhi, India

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Finding your place in the building
Every leader’s hope is for a
team in which every individual
will participate to their fullest
ability.
And every individual in that team hopes
that they will be allowed to participate
to their fullest. It seems a natural fit
with an outcome that every team would
excel, but we know that is a rare event.

Active Knowledge Question:

How do people within your business find where they belong so that they may
contribute to their fullest ability?

Great businesses are built over many years, typically seeded by the founder but then
built upon by the many people who will come to work within that business.

Great businesses are enduring and set the standards that all others chase. They
know the business which they are in, defined by the needs of their customers. They
don’t stray nor chop and change in chasing profits nor seeking to get bigger just for
the sake of being bigger. But they are not static businesses; evolution and creation
are part of their origin and embedded in their DNA. They intimately know their
customers and their needs and also the evolving market in which they compete.

Their purpose as a business provides the window through which they view need,
change and opportunity. This rock-solid cornerstone does limit them but rather
focuses them, so all the noise is eliminated and they see opportunity clearly before
anyone else and capture it. They are not tied to their past, but also they do not
abandon it. Rather they compound on all their learnings so that competitive strength
is always growing.

And in achieving these outcomes, they understand that their competitive strength as
a business lies in the combined talent and effort of every single person in their
business being able to contribute to their fullest. Their people are the builders, their
leaders are the enablers, and who they are as a business is the glue that cements
these relationships. Every person knows where they fit in the task of continually
building their business, and commitment, participation, and contribution is the

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outcome they seek. If they get that right, then everything else, including great
profits, will be the outcome.

These successful people have an invaluable and critical leadership role. They:

• Develop other people’s ability to be successful.

• Connect people with the organisation’s purpose and vision at the individual,
team, corporate and community level.
• Lead by example and create a culture of success through being successful
themselves.

They are able to support people discover their real potential and connect:

▪ Where am I going? What is my direction?

▪ Why am I going there? What is its meaning to me, and why does it motivate
me?
▪ How am I going to get there? Do I have a plan to execute?
▪ What is going to stop me? Do I recognise the difficulties and barriers and how
to overcome them?

By Richard Shrapnel

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