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Introduction:
Vela Software, a subsidiary of Constellation Software, acquired 100% of shares in SVAM Plus, one of the fastest growing ERP software providers in the region, adding the Company as a complement to its operating businesses Juniper and IN2 Group. GRUBISIC & Partners acted as the exclusive financial advisor to the management and shareholders of SVAM Plus in the transaction process.

Information about the Acquirer:

Constellation Software
Headquartered in Toronto, Canada, Constellation Software is a listed publicly traded company (TSX:CSU) providing software and services to a number of industries, both in the public and private sectors, with an aim to acquire, manage and build market-leading software businesses that develop specialized, mission-critical software solutions to address the specific needs of particular industries. The Company was founded in 1995, assembling a portfolio of vertical market software companies that have the potential to be leaders in their particular market. Since then, Constellation Software grew rapidly through a combination of acquisitions and organic growth, and established a strong constellation of companies with a large, diverse customer base comprised of over 125,000 customers operating in over 100 countries around the world. The business is split into two distinct segments: (i) the public sector segment, which includes businesses focusing upon government and government-related customers, and (ii) the private sector segment, which includes businesses focusing upon commercial customers. With over 15,000 employees, the Company has offices in North America, Europe, Australia, South America, and Africa. In 2020, the Company generated consolidated revenues of close to USD 4 billion, with EBITDA exceeding USD 1 billion. Constellation Software has completed over 500 acquisitions of small, medium, and large private and public companies since its inception.

Vela Software
Vela Software is a subsidiary of Constellation Software, based in Toronto, Canada. It is an operating group of Constellation Software that acquires, manages and builds industry specific software businesses globally, as well as provides software and services to a diversified group of public and private sector markets. The Company is a decentralized, learning-focused organization that offers coaching and resources in a number of areas to help good companies become exceptional. In line with Vela and Constellation investment philosophy, acquired businesses are typically left as decentralized stand-alone entities, with Vela and Constellation providing vertical market software expertise, operational support, and capital to help the acquired businesses grow organically and/or through acquisitions.

Information about the Target:
SVAM Plus engages in the development, implementation, and maintenance of its proprietary business information system OperaOpus, a software solution often recognized as first choice among  manufacturing companies in Croatia. In addition to manufacturers, OperaOpus is also used by many other companies across various industries. SVAM Plus provides design and customization of information systems to business processes, consulting services in the systematization of information, consultancy services in the formulation of business analysis and definition of transparent accounting, consulting services in the areas of controlling, as well as ensuring clients with permanent adjustments. It was established in 1995 by a group of IT experts who began to develop their own software solutions, and OperaOpus was first implemented in 1997. Since then, with constant monitoring of the latest IT developments, the Company has grown into a modern engineering company that offers a highly parameterized system and consulting services in business process management. SVAM Plus is based in Zagreb, Croatia and employs 35 people.

Transaction rationale:
With the acquisition of SVAM Plus, Constellation Software, via its subsidiary Vela Software with subdivisions Juniper Group and IN2 Group, strengthens its market position in Croatia and the region and finds a new partner with whom they plan to unlock strong synergies and achieve growth in new market niches. The experience, knowledge, and quality of SVAM Plus products will contribute to the realization of the Group's plans to expand the customer base and further strengthen long-term cooperation with clients. With SVAM Plus, Constellation Software has found a partner with a recognized product which will be further developed, now supported by powerful resources within the newly formed partnership. The previous owners of SVAM Plus, Sanda Prebanić, Hrvoje Zrilić, and Mario Mandić, who continue to be involved, are looking forward to new opportunities and further growth and development of the Company.

The AVK Group is a global market leader in manufacturing valves and hydrants. Headquartered in Denmark, the Group is divided into three main business units: AVK Water, AVK Industrial, and AVK Advanced Manufacturing. With its extensive product range of valves, hydrants, and accessories, AVK Water serves the markets of water and gas supply, sewage, and fire protection. AVK Industrial offers a comprehensive program of valve solutions to customers engaged in water treatment, power generation, oil and gas, the marine industry, pulp and paper, mining, the chemical industry, air separation, and related industries. Advanced Manufacturing comprises companies supplying rubber, plastic, and metal components, both to companies within the AVK Group and external customers in various industries, including food, pharmaceutical, transport, and wind energy. With over 100 companies and 4,400 employees in 36 countries across Europe, the Middle East, North and South America, Australia, Asia, and Africa, the AVK Group has a global presence. In fiscal year 2019/2020, the Group generated EUR 807 million of sales revenue and EUR 67 million of operating profit, with improved operating margin compared to the previous year, supported by a range of initiatives to improve operational performance and strengthen the Group’s market position.

Headquartered in Croatia and also present in Bosnia and Herzegovina, OMV-INDOIL is a regional leader in manufacturing industrial valves used in oil and gas, energy, water and wastewater, shipbuilding, pharmaceutical, and other processing industries. Using own technology, designs, and production capacity, the Company designs and manufactures special valve solutions in accordance with customers’ requests, finding new technical solutions for valve operations and continuously developing proprietary valve designs. In addition to industrial valves manufacturing, OMV-INDOIL is one of the leading suppliers of fittings and complete pipeline material needed for construction and maintenance of infrastructural projects. In 2020, OMV-INDOIL generated EUR 12.6 million of sales revenue and EUR 1.65 million of EBITDA, with the greater part of its revenue coming from exports. The Company employs 130 people, of which 90 in Croatia and 40 in Bosnia and Herzegovina.

The AVK Group has acquired majority shareholding in OMV-INDOIL. The Croatian-based valve company with headquarters in Zagreb was founded 30 years ago by Mr. Tomislav Matkovic, who will continue in the business as a minority shareholder and as a key stakeholder in the development of the company in the new partnership with the AVK Group.

The family-owned company has manufacturing sites in Zagreb, Croatia, and in Capljina, Bosnia & Herzegovina, and produces mainly high-performance ball and butterfly valves in various materials. In addition, the company offers a range of special valves and project capabilities to local contractors.

OMV-INDOIL was looking for a reliable, strategic partner to build a stronger foundation for growth and to extend the sales network for global business and therefore, a partnership with the AVK Group was found to be a good match.

On one side, the partnership will strengthen OMV-INDOIL’s brand and position and will enable the company to benefit from the AVK Group’s global setup, strengthen the value proposition and ensure future growth.

On the other side, the AVK Group will gain access to a new domestic market and segment. In addition, AVK will be able to benefit from OMV-INDOIL’s strong brand name in the region, and the new products will complement AVK’s existing product programme within the industrial segment. Especially, through AVK’s InterApp sales organisations, there will be great cross-selling opportunities. OMV-INDOIL has an interesting growth in the energy sector and supplies to companies such as the Siemens Group, which also opens a new segment for the AVK Group with a lot of opportunities for further growth and development.

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Founded in 1974, Weyland GmbH wholesales and distributes steel and metal. Headquartered in Austria, Weyland GmbH markets and manufactures building materials and fixing systems, fittings, derived timber products, carpentry and building supply, household and seasonal items, and electrical appliances. The Weyland Group has approximately 800 employees in 8 locations across Europe, while Weyland GmbH has more than 500 employees at the location in Austria. In the fiscal year 2019/2020, the Weyland Group generated EUR 496 million of sales revenue, of which EUR 386 million pertained to Weyland GmbH.

MIP Metal is headquartered in Croatia with more than 10 years of experience in trading and processing ferrous and non-ferrous metallurgy products. MIP Metal engaged in a joint venture with Weyland GmbH in 2010 and founded MIP Weyland. Each of the co-owners had a 50% stake in a newly established entity. MIP Weyland was primarily engaged in metal products wholesale, retail, and processing. In 2019 MIP Weyland has recorded EUR 11.5m of sales revenue with 22 employees.

In November 2020 Weyland GmbH signed an agreement with MIP Metal to acquire the remaining 50% share in their joint venture, making it 100% owner of MIP Weyland.

GRUBISIC & Partners acted as exclusive financial advisor to the management and shareholders of MIP Metal in the transaction process.

E.ON Hrvatska, part of E.ON Group, is one of the largest energy companies in Croatia, operating as a supplier and distributor of natural gas and electricity, designer and manufacturer of solar power plants, and a concessionaire for wastewater treatment in Zagreb. As part of consolidation strategy in Croatian gas market, E.ON Hrvatska has acquired Plin-projekt and its subsidiary Moslavina plin, which expanded its industry footprint in Croatian gas market after acquiring Koprivnica plin and Montcogim plinara.

Plin-projekt is a supplier and distributor of natural gas in the city of Nova Gradiška and its wider area. Apart from own distribution network, the company owns 100% of shares in Moslavina plin, distributor of natural gas in the city of Kutina, city of Popovača and municipality of Velika Ludina. Combined with Moslavina plin, company’s total distribution network amounts to 811 km.

GRUBISIC & Partners acted as exclusive financial advisor to Iniziative Macchi S.r.l in the sale of its ownership stake in Plin-projekt.

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Generali Growth Equity Fund is an alternative investment fund established and managed by Generali Investments. Generali Growth Equity Fund invests in small and medium sized enterprises (“SMEs”), providing support to their senior managers in growing and developing their businesses. The fund is committed to adding value and providing growth or expansion capital to investee companies for purpose of achieving companies’ long-term objectives.

Eko Papir is a leading manufacturer of flat bottom paper bags with or without handle, paper bread & bakery bags, greaseproof paper bags and greaseproof wrapping paper on Croatian market. Generali Growth Equity Fund has acquired 75% of shares in Eko Papir, while 25% of shares remains in the ownership of the founder’s family. The current management will remain in the company in order to support Eko Papir’s further growth and expansion in collaboration with the new shareholder.

GRUBISIC & Partners acted as exclusive financial advisor to the management and shareholders of Eko Papir in the transaction process.

Ano Insurance Solutions is a provider of risk management, insurance, and reinsurance brokerage services. Ano Insurance Solution was founded in 2000, and at that time it was the first and only business entity in Croatia registered for the provision of insurance brokerage services. In the previous two years Ano has served as an exclusive Aon global network correspondent in Croatia.

Raiffeisen Bonus, under the Raiffeisen Croatia group, is one of the leading insurance and reinsurance intermediaries in Croatia. Raiffeisen Bonus predominantly engages in intermediation of non-life insurance.

GRUBISIC & Partners acted as exclusive financial advisor to the management and shareholders of Ano Insurance Solutions in the transaction process.

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R22 Group, Warsaw Stock Exchange listed company, is a growing holding of technology firms present in multiple countries with head office in Poznań, Poland. The group is involved in hosting services, omnichannel communication services automating electronic communication with the customers and telecommunication services, while business operations are run as part of a whole value chain – from creating own solutions, through their technological maintenance and development, to comprehensive sales and customer service. Acquisition of Avalon is aligned with the group’s strategy to become a leading hosting provider in Central and Eastern Europe with over 500 thousand customers by 2020.

Avalon is a leading Croatian service provider offering full hosting capabilities on Microsoft and open-source platforms - Linux. It provides services such as web hosting, virtual private servers, dedicated servers, SSL certificates, provisioning, monitoring, online collaboration, email and domain management to more than 16,000 websites across Europe. The company’s services are specially tailored for small businesses, aiming to provide them with a simple-to-use, elegant and affordable home for their websites with secure and automated management from any place, any device and at every moment.

GRUBISIC & Partners acted as exclusive financial advisor to the management and shareholders of Avalon in the transaction process.

Headquartered in Basel, Switzerland, the acquirer through its group companies researches, develops, manufactures and supplies dental implants, instruments, CADCAM prosthetics, biomaterials and digital solutions for use in tooth replacement and restoration or to prevent tooth loss. The company offers a wide range of products and services to dental practitioners, clinics, dental supply organizations and laboratories all over the world. The principal production sites for implant components and instruments are in Switzerland, USA, Brazil and Germany, while CADCAM prosthetics are milled centrally in Germany, USA, Japan and Brazil. The production facility for biomaterials is located in Sweden. The group employs over 5,000 people worldwide and has generated CHF 1.36bn in revenue in 2018. Acquirer’s shares are traded on the SIX Swiss Exchange in Zurich.

Medikadent distributes dental implants, instruments and prosthetics in Croatia, Bosnia & Herzegovina, Kosovo, Albania and Montenegro and has been cooperating with the buyer prior to being acquired. The shareholders of the company will remain as managing directors in order to support company's further growth and expansion under the new owner.

GRUBISIC & Partners acted as exclusive financial advisor to the management and shareholders of Medikadent in the transaction process.

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Tokić is the leading retailer and franchisor of automotive and commercial vehicle spare parts in SEE region, headquartered in Zagreb (Croatia). The company has more than 100 branded stores throughout Croatia, Slovenia and Bosnia and Herzegovina, with the widest range of automotive and commercial vehicle spare parts, consisting of more than 220,000 products from over 230 brands of the world’s largest car parts’ manufacturers.

Autocentar Marinići is a retailer and wholesaler of vehicle spare parts, operating throughout Istria and Kvarner region in Croatia from three sales centers.

On Jun 19th 2019, Tokić has acquired 100% stake in Autocentar Marinići, which was their first acquisition of franchisee within its network.

GRUBISIC & Partners acted as an exclusive financial advisor to the management and shareholders of Tokić, completing valuation of the company prior to transaction process, creating transaction structure including its principle terms and conditions, preparing and co-managing due diligence, conducting financial due diligence, and advising on preparation and negotiation of all material elements of comprehensive transaction documentation.

NCP Shipyard had a concession on maritime good and together with its related company NCP Group have been producing special catamarans and providing refit and maintenance services for yachts, navy ships, and other vessels. NCP Shipyard was in bankruptcy procedure since late 2017, however all business operations continued and were carried through NCP Group.

ISKRA is a globally recognized (and largest Slovenian) provider of intelligent industrial solutions and cutting-edge electro technical products. The company aims at improving existing applications and introducing new technologies within variety of sectors, but with particular emphasis on energy, electro technical components, installations, traffic, telecommunications, and facility management.

In October 2018 ISKRA has signed an agreement with NPC's largest creditor on redemption of its claims from NCP including a pledge over concession and other shipyard's assets. In late January 2019 Croatian Government has approved transfer of concession to ISKRA Shipyard 1 Ltd., which was a condition precedent for closing. As part of the overall transaction ISKRA is taking over all operating assets of NCP Shipyard and employees and contracts of NCP Group allowing for undisturbed continuation of core business activities.

GRUBISIC & Partners acted as an exclusive financial advisor to the management of NCP, which included financial analysis, simulation of various scenarios and preparation of a bankruptcy plan, transaction structuring and evaluation of appropriate models for transfer of business operations and NCP’s assets to ISKRA.

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Salus is one of the leading wholesale suppliers of medicines and other pharmaceutical products in Slovenia. The company is part of Salus group and has been listed on Ljubljana Stock Exchange since 1992. Consolidated revenue of the group in 2017 amounted to EUR 232m. Sanolabor is a leading Slovenian distributor of medical and orthopedic devices, medicines and lab materials through wholesale channels and network of specialized retail shops. It has subsidiaries in Croatia and Serbia and also supplies customers in Bosnia and Herzegovina, Macedonia, Montenegro and Kosovo.

Salus had initially conditionally bought 58% of Sanolabor, with obligation of submitting mandatory public takeover bid, but under suspensive condition of reaching at least 75% of total shares. The bid was open between 30 November, 2018 and 27 December, 2018 during which Salus has acquired additional 40% of outstanding shares, reaching a total of 98.14% of Sanolabor shares for a consideration of EUR 17.5m.

GRUBISIC & Partners acted as an exclusive financial advisor to the management and shareholders of Sanolabor, completing valuation of the company prior to transaction process, creating transaction structure including its principle terms and conditions, preparing and co-managing due diligence, and advising on preparation and negotiation of all material elements of comprehensive transaction documentation.

Sanitaria Dentalwaren GmbH from Austria is a distributor of dental equipment and materials with subsidiaries in Southeast Europe. The company has sold 51% stake in Sanitaria Dental d.o.o., its Croatian branch, to the local management. GRUBISIC & Partners were engaged as an exclusive financial advisor to the management of Sanitaria Dental, completing valuation of the business, putting together deal structure, and preparing and helping management negotiate all aspects of transaction documentation.

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Siže Kupres is a company with three distinct business segments: (i) Wood center – offering panel materials, special wood products, aluminum products and accessories, primarily used for furniture production and interior decoration; (ii) Project business – internal and external furnishing of buildings in cooperation with architects, investors and construction companies; and (iii) Obliq - production of the most varied corpus and front panels for panel furniture. GRUBISIC & Partners were engaged as an exclusive financial advisor completing financial analysis of the business, helping management in preparation of financial projections and leading the process of arranging debt facility for working capital purposes in one of the domestic banks.

Major shareholder of Bilić-Erić Security has sold a significant part of its equity stake to Posmrtna Pripomoć. Bilić-Erić Security is one of the leading full-service security companies providing residential and business clients protection services throughout Croatia. GRUBISIC & Partners acted as project manager and exclusive financial advisor to the management and shareholders of Bilić-Erić Security in the process of finding suitable investor and conducting complete transaction process, from structuring all the way to implementation.

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Končar D&ST Inc. is a regional leader in the production of distribution, medium power and special transformers. The company has acquired a 74% stake in Power Engineering Transformatory Sp. Z o.o., which was carved out of Power Engineering S.A. The target, based in Czerwonak, Poland, is specialized in manufacturing and repairing of medium power transformers up to 63 MVA and with a voltage of up to 145 kV. GRUBISIC & Partners acted as project manager and exclusive financial advisor to the buyer.

AON Plc is the leading global provider of risk management, insurance and reinsurance brokerage services with operations in 120 countries and employing more than 70,000 people. After 17 years of operations and successful positioning of AON Croatia amongst most relevant insurance brokers on the market, the local management had performed a management buyout and has fully acquired all Croatian subsidiaries of AON. After rebranding, the company will continue to cooperate with AON as exclusive correspondent for Croatian market. GRUBISIC & Partners acted as exclusive financial advisor to the management in completing the buyout.

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Inspire Fusion, a private equity fund managed by Inspire Investments, has acquired 86% of Kompas Zagreb Inc., one of the leading and most prominent travel agency in Croatia. Kompas is especially renowned for its outgoing travel and MICE arrangements. GRUBISIC & Partners acted as project manager and exclusive financial advisor to the management and shareholders of Kompas in the process of finding appropriate investor and managing complete transaction process.

Požgaj group, one of the leading Croatian wood processing companies, with special focus on panel and parquet business, has raised equity capital from an association Posmrtna pripomoć. By performing capital increase, Posmrtna pripomoć has acquired 15% ownership stake in the group. Požgaj will use the proceeds to finance working capital which will allow for further growth of production and sales. Alongside Posmrtna pripomoć, the shareholders of Požgaj group are private equity fund Nexus FGS and Požgaj family. GRUBISIC & Partners acted as project manager and exclusive financial advisor to the management of Požgaj group in the process of finding suitable investor and conducting complete transaction process, from structuring all the way to implementation.

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Hospitality and Retail Systems Ltd., a leading IT / software services provider for the hospitality and retail industries in Central & Eastern Europe, has acquired 100% in Micros Fidelio Hrvatska d.o.o. (MFH), an industry leader in Croatian market. The sellers were Micros Fidelio Ireland Ltd. and Oracle Austria GmbH. GRUBISIC & Partners acted as exclusive financial advisor to the buyer.

GRUBISIC & Partners as member of Globalscope International M&A Advisors presents you with overview and analysis of recent M&A trends and activities within lower mid-market segment (transactions up to USD 150m) during 1H of 2016, based on analysis of 20,208 transactions of which 24% were cross-border. The report contains information on:

1. Number and value of transactions.

2. Relative valuations at which transaction were executed.

3. Overview and statistics across sectors

4. 4. Overview and statistics across regions.

By combining its expertise in corporate finance (mergers, acquisitions and sale of companies, valuations, capital raising, and financial restructuring) and strong partner network of 51 firms in 41 countries through its membership in Globalscope, GRUBISIC & Partners can adequately address and serve needs of its existing and prospective clients.

Please download full report here.

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Dominion Hosting Holding SpA (DHH), stock-market listed and headquartered in Milan, Italy, is one of the leading providers of web hosting services in the European emerging digital markets, with a special focus on the Balkans. Through its subsidiary, Plus Hosting d.o.o., DHH has acquired 100% of Infonet d.o.o., a main hosting player on the Croatian market. GRUBISIC & Partners acted as project manager and exclusive financial advisor to the seller.

Elanija d.o.o. has sold Vila Rosina d.o.o. to Tommy d.o.o., a major retailer in Dalmatia region. Vila Rosina consists of land and existing villa at premium location on Bačvice, city of Split, and project documentation for construction of luxurious apartments and boutique hotel. GRUBISIC & Partners acted as advisor to the seller.

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GRUBISIC & Partners held in-house education program in Erste Bank Croatia for employees from corporate banking department. The program covered topics of financial analysis and profitability evaluation of investment projects (capital budgeting techniques). The program was conducted during May for two groups of attendees lasting two days per group.

Algoritam d.o.o. acquired 47% of shares in the bookstore chain APM d.o.o. from Profil International d.o.o. and Mozaik knjiga d.o.o. By completing the transaction Algoritam d.o.o. reached 98.7% ownership stake in APM d.o.o. GRUBISIC & Partners acted as financial adviser to the management and owners of Algoritam d.o.o.

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Model Holding AG, headquartered in Weinfelden, Switzerland, as majority shareholder of Model pakiranja d.d. from Zagreb, Croatia, has completed the squeeze out procedure i.e. the transfer of shares from minority shareholders. GRUBISIC & Partners acted as financial advisor in the process which included valuation of Model pakiranja d.d.

GRUBISIC & Partners held in-house education program in Erste Bank Croatia for employees from corporate banking department. The program covered topics of financial analysis and profitability evaluation of investment projects (capital budgeting techniques). The program was conducted during October for two groups of attendees lasting two days per group.

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