Lasanoz Finance Investment Banking Credentials November 2007
Outline § § § § Introduction to Lasanoz Finance Team Credentials Value Creation Case Studies Recent Transactions M&A Track Record Corporate Finance Track Record Back-up Materials November 2007 Lasanoz Finance 2
Introduction: About Lasanoz Finance § § Lasanoz Finance is a corporate finance and M&A advisory boutique founded in 2004 by Alexander Neuber, based in Warsaw (Poland) Lasanoz Finance co-operates with other advisors to bring the best combination of skills and experience to a given project Our current partners include Morgan Stanley, Dresdner Kleinwort Wasserstein, The Royal Bank of Scotland, Unicredit Markets & Investment Banking, Deloitte Advisory, and several boutiques located throughout Central and Eastern Europe Services offered by Lasanoz Finance include: § § M&A (buy- and sell-side) Debt financing (corporate financing and project financing) Special advisory services Sector expertise in telecoms, power, steel, financial services, IT, new media, broadcasting, real estate and infrastructure November 2007 Lasanoz Finance 3
Our Partners Morgan Stanley London Royal Bank of Scotland London Lasanoz Finance Dresdner Kleinwort Wasserstein London, Madrid E&Y Corporate Finance, Warsaw Deloitte Advisory, Warsaw International Investments Group Warsaw and Milan Spektor, Sachs & Company Kiev West. LB Warsaw, Milan and Budapest Copernicus Group Warsaw, Zagreb, Belgrade Unicredit Markets & Investment Banking Milan, Warsaw Solon Management Consulting Munich, Budapest November 2007 Lasanoz Finance 4
Outline § § § § Introduction to Lasanoz Finance Team Credentials Value Creation Case Studies Recent Transactions M&A Track Record Corporate Finance Track Record Back-up Materials November 2007 Lasanoz Finance 5
Team Credentials § Alexander Neuber (Managing Partner) has over 12 years of experience in M&A and Corporate Finance in CEE § § § 4 years as head of Lasanoz Finance 1 year as Head of M&A and Portfolio Management of Poland’s largest listed bank, Bank Pekao S. A. , majority controlled by Italy’s Unicredito 2. 5 years as CFO of Elektrim, one of Poland’s major industrial conglomerates with over 100 subsidiaries; negotiation of Poland’s largest inward direct investment in 1999; handling of divestment of 50 subsidiaries and acquisitions of internet companies 5 years of principal investment experience with the EBRD in London and Warsaw, including representing the EBRD on the investment committees of five private equity funds Has served on supervisory boards of several companies listed on the Warsaw Stock Exchange, including bankier. pl currently Fluent English, German, Polish, Italian; conversational Spanish, Russian, French and Portuguese November 2007 Lasanoz Finance 6
Team Credentials § Dario V. Cipriani (Managing Partner) has over 20 years of business experience § § § 9 years of M&A and corporate finance experience with focus on cross-border transactions Based in Poland since 1996, served various Management Boards including Parmalat Poland, Buditalia, Pulverit Poland, Roncato Poland, Sport & More; and Supervisory Boards including Mapei, Euroaccounting, Copernicus Capital, Stalexport 3 years of business development experience in the USSR (FSU) for Richco, a Swiss-American commodity trader; also worked for SIMET Trading in Lugano, Switzerland in charge for sourcing of all Russian commodities 3 years with Mc. Kinsey and 3 years with ETC Consulting in London Speaks and writes fluent English, Italian, Spanish; conversational French and Polish November 2007 Lasanoz Finance 7
Team Credentials § Tomasz Maj (Executive Director) has 10 years experience in Structured Finance § § 10 years of corporate finance experience as Executive Director in West. LB in Warsaw with primary focus on energy-related and infrastructure projects; also involved in the fields of telecommunication and transportation 2 years as Country Manager with British Gas Poland, responsible for the establishment and management of the British Gas office in Warsaw; co-authored the Company's business strategy for Poland 10 years of experience in evaluation of new-venture and acquisition opportunities with British Gas in Tunisia, USA and UK as well as with Acre Oil in UK Speaks English and Polish (bilingual) November 2007 Lasanoz Finance 8
Team Credentials § Mateusz van Wollen, CFA, (Director) has 10 years of experience in Finance § § § § 2 years with Lasanoz Finance, focusing on business development, analysis, and project management 5 years of portfolio management and investment analysis experience with a private equity fund in Vancouver, Canada 2 years as CFO of a venture technology company listed on the Toronto Venture Exchange CFA charter holder since 2001 CFA instructor (Schweser) since 2003 First-class modeling, statistics, and applied mathematics skills Fluent English and Polish November 2007 Lasanoz Finance 9
Team Credentials § Ewa Kacprzak-Olszewska, FCCA, (Director) has years of experience in Finance § § § 9 1 year with Lasanoz Finance, with investment analysis and project management experience 5 years of financial audit and advisory experience with KPMG Poland; significant experience in consolidated financial statements and the Warsaw Stock Exchange financial reporting 3 years as deputy CFO of Elektrim, one of Poland’s major industrial conglomerates with over 100 subsidiaries; responsible for restructuring the finance function ACCA member since 1999 FCCA since 2004 Fluent Polish and English November 2007 Lasanoz Finance 10
Team Credentials § Wojciech Jezierski (Director) has 7 years of experience in Finance § § § 1 year with Lasanoz Finance, focusing on business development, special projects and modeling 6 years of corporate finance experience with Pekao Access (Uni. Credit Group), focusing on corporate acquisitions and disposals, mergers and capital raising, strategic finance advisory Extensive practical knowledge regarding many sectors including financial services and fuel industry Significant experience in financial modeling, valuation and due diligence Fluent Polish and English November 2007 Lasanoz Finance 11
Team Credentials § Aleksander Skołożyński (Senior Analyst) has 2 years of experience in Finance § § § 2 years of corporate finance experience with Concordia Espirito Santo Investment (Banco Espirito Santo Group), notably in company valuations, strategy appraisal and negotiations Completed CFA level 1 Fluent in Polish, English and French November 2007 Lasanoz Finance 12
Outline § § § § Introduction to Lasanoz Finance Team Credentials Recent Transactions Value Creation Case Studies M&A Track Record Corporate Finance Track Record Back-up Materials November 2007 Lasanoz Finance 13
Recently Completed Transactions § Completed BUY-Side Transaction (2007): § M&A Advisor in association with CORE Sp. z o. o. , West. LB and Unicredit Markets and Investment Banking, to Atlantia Sp. A with regard to the acquisition of a 50%+ interest in Stalexport S. A. (see Case Study in next section) § Completed BUY-Side Transaction (2007): § M&A Advisor to MIH/Naspers, the listed South African media company, with regard to the tender offer for 100% of listed Polish Internet company Gadu-Gadu S. A. (Transaction closing next month) November 2007 Lasanoz Finance 14
Recently Completed Transactions § § Completed SELL-Side Transaction (2007): § M&A co-Advisor, with Ernst & Young Corp. Finance, to Copernicus Capital with regard to the divestment of Adriatic Kabel, a cable TV company (see Case Study in next section) Completed BUY-Side Transaction (2006): § USD 23 m acquisition of 22% in publicly-listed steel conglomerate Stalexport S. A. by Italian motorway operator Autostrade Sp. A (now Atlantia Sp. A); company advised by the International Investments Group (Core Sp. z o. o. ), West. LB and Unicredit Markets & Investment Banking; own role: co-advisor working with Core Sp. z o. o November 2007 Lasanoz Finance 15
Recently Completed Transactions § Completed Advisory Transaction (2006): § § Exclusive Financial Advisor to P 4 Sp. z o. o. (formerly Netia Mobile Ltd) with regard to EUR 150 m 10 -year senior corporate loan facility; Arranger and Underwriter: China Development Bank Completed BUY-Side Transaction (2006): § M&A Advisor to a foreign Real Estate Group with regard to the acquisition of a major Polish Hotel (details not disclosed) November 2007 Lasanoz Finance 16
Outline § § § § Introduction to Lasanoz Finance Team Credentials Recent Transactions Value Creation Case Studies M&A Track Record Corporate Finance Track Record Back-up Materials November 2007 Lasanoz Finance 17
Value Creation Case Study 1: Sale of Adriatic Kabel Transaction Background § Adriatic Kabel emerged from a highly fragmented Croatian CATV industry as the No. 2 operator, after Copernicus Capital’s successful consolidation of many smaller players § Lasanoz Finance was retained together with Ernst & Young Corporate Finance as exclusive sell-side co-advisors Key Challenges § Adriatic Kabel had complex corporate structure, having completed 11 separate acquisitions in the prior two years § A simultaneous transaction process involving the Company’s main competitor, the No. 1 player, advised by CA-IB, posed a constant threat of derailing the Adriatic Kabel transaction and required a tight timeline to be followed November 2007 Lasanoz Finance 18
Value Creation Case Study 1: Sale of Adriatic Kabel, cont’d Results § § Austrian electrical utility BEWAG emerged as the successful bidder after a highly competitive auction process involving simultaneous due diligence of the final four bidders compressed into only two weeks The final Transaction Value 10 x EBITDA 5 x Revenues obtained is not disclosable, however it exceeds 5 x operating n/a (offer incomplete) Initial Offer revenues and 10 x EBITDA based Revised Offer Final Price on audited 2006 financial results BEWAG = November 2007 Lasanoz Finance 19
Value Creation Case Study 1: Sale of Adriatic Kabel, cont’d Benchmarking the Result Obtained § § The result set a new benchmark in CATV transactions in Europe, with exit multiples of current-year sales and EBITDA higher than the average exit multiple based on similar transactions occurring in Europe over the previous two years The sales and EBITDA exit multiples were also substantially higher than Above-Average the respective multiples Value Attained implied by Liberty’s acquisition of Karneval Media in the Czech Republic last year, through an auction run by Credit Suisse Source: Merger. Market November 2007 Lasanoz Finance 20
Value Creation Case Study 1: Sale of Adriatic Kabel, cont’d § § § The successful bidder, BEWAG, also acquired the No. 1 player in the market through the parallel transaction process Based on the total price paid for both companies the implied price per CATV subscriber and price per revenue-generating unit (RGU)* for Adriatic Kabel were 14% and 23% higher, respectively, than the results achieved by the No. 1 player Adriatic Kabel attained higher prices despite having a much lower percentage of its network upgraded to the modern two-way standard Price per Subscriber +14% * Price per RGU +23% A Revenue Generating Unit (RGU) is defined as a TV subscriber or an Internet subscriber, where a user of both counts double November 2007 Lasanoz Finance 21
Value Creation Case Study 2: Acquisition of Stalexport Transaction Background § Stalexport S. A. , a listed Polish conglomerate active in the trade & distribution of steel products as well as motorways operation, was experiencing significant financial difficulties, burdened by severe debts from failed historical operations § Lasanoz Finance was part of the advisory team which identified the opportunity in finding a strategic investor for the company and divesting the ailing steel operations to crystallize the value residing within Stalexport as the owner of one of only two motorway concessions in Poland Key Challenges § The severity of the company’s financial situation made it difficult to spark interest among risk-averse infrastructure funds and motorway operators § Stalexport’s CEO was under investigation throughout the transaction by the Polish central bureau of investigation, for alleged misconduct during his tenure as Treasury Minister in a past Polish government November 2007 Lasanoz Finance 22
Value Creation Case Study 2: Acquisition of Stalexport, cont’d Key Challenges, cont’d § In parallel to the negotiation of an Investment Agreement with Atlantia, the strategic investor which the advisory team secured for the company, Stalexport was simultaneously negotiating the settlement of PLN 300 m+ of historical debts with a consortium of 9 banks as well as the State Treasury § During the late stages of the transaction, a major shareholder of Stalexport, controlled by the government, mounted obstructionist tactics in spite of widespread support for the transaction among the larger shareholder base, national government, and Ministry of Transportation § Two co-advisors, Uni. Credit and West. LB, were also involved as coadvisors to Atlantia, increasing the complexity of coordinating the various modeling, valuation, and negotiation efforts § Conducting due diligence with utmost confidentiality was a challenge in light of the large (40+) advisory team and Stalexport’s status as a reporting issuer listed on the Warsaw Stock Exchange November 2007 Lasanoz Finance 23
Value Creation Case Study 2: Acquisition of Stalexport, cont’d Results § In spite of all these difficulties, the advisory team managed to close the transaction in mid 2007, after a 2. 5 -year effort § Atlantia paid PLN 268 million for its 50% stake, which was worth over PLN 900 million at the conclusion of the transaction § Over EUR 160 m value was created for Atlantia, as the value of the company appreciated by 350% from the start of the project to the conclusion of the transaction Share price at 30 June 2005 = 100 Value created Share Price at start of engagement: PLN 1. 50 Stalexport WIG index 2005 November 2007 Lasanoz Finance 2006 Share price at completion: PLN 7. 00+ 2007 24
Outline § § § § Introduction to Lasanoz Finance Team Credentials Recent Transactions Value Creation Case Studies M&A Track Record Corporate Finance Track Record Back-up Materials November 2007 Lasanoz Finance 25
Track Record: Other M&A Transactions § Completed SELL-Side Transactions: § § 2005: Sale* of Romania’s leading domestic ERP company, Totalsoft S. A. , to Global Finance of Greece; own role: sell-side M&A advisor, with Capital Advisory Services, acting on behalf of equity fund SEAF and four individual shareholders 2004: USD 15 m sale of real estate developer Pekao Development to Pirelli Sp. A; no outside advisors; own role: Head of seller’s M&A department structuring auction and negotiating transaction 2004: USD 17 m sale of listed privatisation fund NFI Jupiter and fund manager Trinity through a management buy-out financed by AIB subsidiary Bank Zachodni WBK; own role: Head of seller’s M&A department negotiating transaction 2003: USD 6. 5 m sale of Bank Pekao Tel Aviv to Bank Hapoalim (Israel); no outside advisors; own role: Head of seller’s M&A department negotiating transaction * Transaction value was not disclosed November 2007 Lasanoz Finance 26
Track Record: Other M&A Transactions, cont’d § Completed SELL-Side Transactions: § 2001: EUR 589 m sale of 2% of Elektrim Telekomunikacja and fixed line companies to Vivendi; advised by Morgan Stanley; own role: CFO of selling company § 2001: USD 10 m sale of portfolio of 37 non-core subsidiaries to Warsaw Equity Holdings; fairness opinion by Cap Gemini Ernst & Young; own role: CFO of selling company § 1999: USD 1. 2 billion sale of 49% of telecoms holding Elektrim Telekomunikacja to Vivendi; advised by Merrill Lynch and CSFB; own role: CFO of selling company November 2007 Lasanoz Finance 27
Track Record: Other M&A Transactions, cont’d § Completed BUY-Side Transactions: § 2000: USD 45 m all-share acquisition of internet retailers Easynet/AGS (empik. com) from Eastbridge; advised by DLJ; own role: CFO of acquiring company § 2000: USD 7. 5 m acquisition of internet portal poland. com; no outside advisors; own role: CFO of acquiring company § 1999: USD 20 m acquisition of 8. 7% stake in Polish non-food retail conglomerate Eastbridge via convertible bond instrument; seller advised by Capital Advisory Group (Poland); own role: Banker leading transaction for EBRD, investing alongside AIG Fund § EASTBRIDGE N. V. 1998: USD 30 m acquisition of 31% in publicly-listed steel conglomerate Stalexport S. A. ; company advised by Lazard and Flemings; own role: Banker leading transaction for EBRD November 2007 Lasanoz Finance 28
Outline § § § § Introduction to Lasanoz Finance Team Credentials Recent Transactions Value Creation Case Studies M&A Track Record Corporate Finance Track Record Back-up Materials November 2007 Lasanoz Finance 29
Track Record: Other Corp. Finance Transactions § Completed Corporate Finance Transactions: § 2003: USD 7 m corporate facility to refinance existing short-term debt and provide acquisition finance for Croatian outdoor advertising company Metropolis, controlled by Polish VC fund Innova Capital; arranger: Hypo-Alpe-Adria Bank, Austria; own role: corporate finance advisor to Metropolis and Innova Capital § 2001: USD 392 m 14 -year project finance facility for coal-fired power plant PAK S. A. , Poland’s largest power financing since 1990; no outside advisors; arrangers: West. LB, Citibank, EBRD; own role: CFO of controlling shareholder and lead negotiator; largest Polish debt facility of 2001 November 2007 Lasanoz Finance 30
Track Record: Other Corp. Finance Transactions § Completed Corporate Finance Transactions: § 2001: USD 200 m High-Yield Bond for PTC ERA GSM; arranger: Deutsche Bank; own role: CFO of controlling shareholder § 2000: EUR 650 m senior corporate loan facility for mobile phone operator PTC ERA GSM; arrangers: Deutsche Bank, Dresdner Bank, EBRD; own role: CFO of controlling shareholder of borrower, negotiating transaction; largest Polish corporate facility of 2000 § 1997: FF 120 m project finance facility for Air Liquide / Huta Katowice in Poland; no outside advisors; own role: Banker co-leading transaction for EBRD November 2007 Lasanoz Finance 31
Outline § § § § Introduction to Lasanoz Finance Team Credentials Recent Transactions Value Creation Case Studies M&A Track Record Corporate Finance Track Record Back-up Materials November 2007 Lasanoz Finance 32
Back-up Materials Track Record November 2007 Lasanoz Finance * Transaction value not disclosed 33
Back-up Materials Abridged CV of Alexander Neuber § 2004 - Managing Partner, Lasanoz Finance Corporate Finance and M&A Advisor § 2003/04 Head of M&A and Portfolio Management Bank Pekao S. A. , controlled by Unicredito of Italy § 2002/03 § 1999 -01 Independent Corpfin and M&A Advisor CFO, Elektrim Poland’s largest diversified conglomerate with USD 1 bn in sales, > 15, 000 employees and > 100 subsidiaries § 1996 -99 Principal Banker and Acting Office Head, EBRD Warsaw Resident Office, Poland § 1994 -96 Economist, Chief Economist’s Office, EBRD § 1992 -94 MPA, Kennedy School of Government, Harvard University § 1988 -92 BSc (Econ) and MSc, London School of Economics November 2007 Lasanoz Finance 34
Back-up Materials Recommendations from previous transactions November 2007 Lasanoz Finance 35
Contact Details Alexander Neuber Managing Partner Lasanoz Finance Email: Tel: Mob: Fax. : a. neuber@lasanozfinance. com +48 586 3366 +48 -606 33 08 33 +48 -22 -825 22 22 Saski Crescent, 7 th Floor Krolewska 16, 00 -103 Warsaw, Poland November 2007 Lasanoz Finance 36
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