Cookies disclaimer
By continuing your browsing, you accept the deposit of third-party cookies for audience measurement (Google Analytics), to offer you share buttons, social content downloads.
I AGREE
I REFUSE

ALTIOS Corporate Finance supports Susty Wastes Solutions in joining forces with Polemecanic Group

Press Release – June 23th, 2023

Strengthening the position in Poland and France

  • In April 2023, the shareholders of Susty Wastes Solutions, a French company offering design and construction services for sorting lines for selective waste collection, and the shareholders of Polmecanic Group, a Polish group of companies specializing in the production, installation and service of waste recycling facilities, decided to merge their operations.
  • The newly formed SWS-PG group comprises 12 companies in France, Belgium, Germany and Poland, and a team of 300 specialists offering complete vertical integration of plant operation for selective waste collection, as well as, among others, the assembly of steel structures, modernization of industrial equipment and relocation of equipment and production lines.
  • The decision to join forces, a result of many years of successful cooperation between Susty Wastes Solutions and Polmecanic Group, will allow to fully exploit the synergies existing between the companies, and thus to further strengthen the SWS-PG group’s position in the European market.

Transaction supported by ALTIOS Corporate Finance

  • ALTIOS Poland’s Corporate Finance Department advised Susty Wastes Solutions on the transaction for the purchase of Polmecanic Group shares.
  • ALTIOS’ role was to prepare, in cooperation with the sellers’ advisors, the transaction documentation in accordance with the parties’ agreements and the requirements of Polish law.

Susty Wastes Solutions' testimonial

We are proud of this wonderful development and of the opportunities which are opening for all of us. The relationship we built several years ago between Poland and France was already strong, and now it’s even stronger!
We’re excited to be able to unite our values, share our experiences and multiply our offers to serve our present and future customers even better.
We would like to thank our bank and legal partners for their trust, and also ALTIOS for its precious assistance.

Georges CHALAIN, General Director of Susty Wastes Solutions

Polmecanic Group's testimonial

It’s very satisfying to be able to bring two dynamic groups together in this way. On the one hand, it seems to me a natural consequence of our successful cooperation. After all, we have so much in common: business approaches, values and aspirations. We also complete each other very well in terms of branch competence.
On the other hand, I believe that there are new business opportunities, new paths of development ahead of us as well as new opportunities to exchange experiences and increase knowledge.
Therefore, I am not only proud of what we have achieved so far, but also very excited thinking about future challenges.


Adam Bokwa, CEO of Polmecanic Group

ALTIOS Corporate Finance's testimonial

“It is a true pleasure to support a transaction made between people who have known each other and worked together for years; a transaction that is another step in the development of specialized entities operating in the essential and rapidly growing waste recycling market in Europe, especially since it involves companies from countries that are particularly close to me: France and Poland. ”

Zdzislaw Dominik, Vice-president of ALTIOS Polska

Participants

Buyer’s advisors:

  • Legal: Pierre-Yves MILIN (attorney, Cabinet Milin)
  • Altios Corporate Finance: Zdzislaw Roland DOMINIK (Vice-president Altios Poland) / Magdalena FRAILE (Senior Project Manager) / Anne AUDRAIN (International Account Manager) / Piotr NOWORYTA (Senior Legal Adviser)

Sellers’ advisors:

  • Legal: Katarzyna WILAMOWSKA (attorney-at-law)
    Łukasz KRAWCZYK (attorney-at-law, SKR Stelmach Krawczyk Romanow Legal Office)

ALTIOS: Since 1991, the group offers international market expansion solutions to companies operating and investing internationally. ALTIOS supports you with everything you need, from nurturing your growth strategy to your international acceleration by entering dynamic markets, to set up and operate your foreign branch with everyday compliance administration – HR, accounting, tax… – through to strategic cross-border acquisition.

www.altios.com


Contact Press : Alexandre Kaplan, M&A Director, a.kaplan@altios.com

Why expand in the UK after Brexit?

local insight uk altios

June 2023

The UK has a population of 67.9 million people, making it the third most populous country in Europe, after Russia and Germany. It is the fifth biggest economy in the world and the second biggest in Europe, with a steadily growing GDP since 1950.
In January 2020, the United Kingdom officially exited the European Union.
Brexit has undoubtedly caused a great deal of uncertainty for businesses operating in the UK. However, with uncertainty comes opportunity, and there are several business opportunities that have emerged in the wake of Brexit.

In this article, ALTIOS’ experts share how foreign companies can still grow their businesses and expand in the UK.

Attractive tax rates and business ecosystem

The U.K.’s corporation tax system is very attractive in comparison to other European destinations.

The UK corporation tax (CT) currently stands at 25%, since April 2023, which is one of the lowest corporation tax rates in the G20. The U.K. also offers a number of attractive tax credits and incentives that companies can take advantage of when expanding their business overseas.

The UK has an ambitious policy agenda that focuses on sectors such as tech, life sciences, chemicals, AI, and renewables, explains Gus Wiseman, Deputy Director of Investment Opportunities & Propositions for the Department for International Trade.

We are trying to attract world-leading talent and firms in these sectors and to do so we not only offer great financial incentives but also a very welcoming business environment

Foreign companies should know that the Department has 32 clusters emerging across the country, where companies, governments, and universities have come together to create eco-systems of global prominence. For example, South Wales is one of the world’s foremost centres of excellence for semiconductors, with excellent infrastructure and supply chain for any companies that want to set up shop.

The universities and schools in the region focus on the technical skills that are important for this sector, there are grants and incentives available, and everything is ready for SMEs to plug in and play.” Gus also points out that the UK government is always looking at policy with an investor lens and focuses on making regulation as easy as possible for foreign investors. “The UK offers major opportunities and supports businesses in achieving success

Expand in the UK: subsidiary set-up

Brexit has not changed the opportunities of setting up a company in the U.K. in any fundamental way. It can still be a much faster and cheaper process in the U.K. than in other European countries, even for European companies.

There are three types of entities foreign investors can choose from when settling in the UK: the Limited Liability Partnership (LLP), the UK Establishment (Branch) and the Limited Liability Company (LTD).
Whilst the Limited Liability Company remains the most commonly used option, each entity type carries varying advantages, as well as legal and compliance requirements.

Setting up a business in the UK is a very straightforward process. Usually, companies are incorporated electronically either on the same day or within one to three working days.

To register a limited company, an article of association is needed. This is a legal statement signed by all initial shareholders agreeing to form the company. The articles of association do not need to be written from scratch and can be amended further down the line by way of special resolution if needed.

Besides this, contact should be made with HM Revenue & Customs (HMRC) to complete the registrations for corporation tax (CT),
pay-as-you-earn
(PAYE), and value-added tax (VAT) if the taxable turnover will be over £85,000 per year. Companies need to look into employer’s liability insurance, property insurance, and other areas that need to be covered.

subsidiary set up uk

To set up a company, the UK only requests proof of address and proof of identity of the future director(s), in order to create an electronic signature with the Registrar. It is not necessary to have a bank account while setting up the company, because this can be a time-consuming process in the UK.

Mergers and acqusitions

Until the beginning of 2022, mergers above a certain size needed to be cleared by EU authorities, because the UK remained subject to EU rules governing anticompetitive behaviour during the transition period. From January 2022 onwards, major transactions involving multinational entities active in the UK must comply with a new UK competition system as well as the existing EU one.

Larger deals involving companies with activities in the UK now need to be assessed by the European Commission and the Competition and Markets Authority in London. Even relatively small deals, which in the past would have been waved through by the EC, will need to be formally assessed by UK authorities.

uk m&a altios

At the same time, the UK government is in the process of tightening its regulation for clearing deals ,
which could lead to more deals having to be assessed by the Department for Business, Energy, and Industrial Strategy than in the past. Up to now, only one or two deals were called each year for further examination, but under the new proposal, M&A across a much broader range of sectors will now have to notify the BEIS department. This includes sectors such as energy, transport, technology, communications, data infrastructure, and computer hardware. If deals are not reported in these areas directors may face criminal charges and the deals could be declared void.

uk brexit

Brexit may also affect the smooth running of major debt restructuring deals. Previously, EU regulations effectively allowed court judgments in one jurisdiction of the EU to be recognized throughout the Union. No For this reason, support from our local teams can help with these updates.

The UK has also lost access to some of the benefits under EU Directives that facilitate cross-border M&A within the EU.

For example, the EU Cross Border Mergers Directive allows mergers between companies established in different European Economic Area (EEA) member states. Before the end of the UK/EU transition period, this included the UK but, following its expiry, UK companies can no longer participate in EU cross-border mergers.

Any merger between a UK and an EEA company must now take the form of a share or business transfer, followed by a dissolution/liquidation of the transferring entity.

Similarly, in a taxation context, UK companies have now lost the benefit of the EU “Parent-Subsidiary Directive” and “Interest and Royalties Directive”.

UK companies receiving dividends, interest, and royalties from companies established in the EU/EEA, will no longer be able to rely on those directives to optimize their international tax scheme (withholding taxes will now follow the domestic laws of EU/EEA member states).

Why expand in the UK through M&A?

Even though a merger with or acquisition of a UK company might require more steps and checks after Brexit, it is still one of the fastest ways for international companies to establish themselves in the mature and competitive British market.

An acquisition gives you instant access to a new market, which makes it the quickest
and most efficient way to grow your business in a foreign country.

Instead of having to wait numerous months to get the proper accreditation or invest a lot of time and energy in developing a commercial partnership with an uncertain outcome, an acquisition gives you clarity in where you stand from day 1.

When you buy a company, you buy an established brand that is known by customers and suppliers. You buy an existing client base, technology, patents, contracts, the employees, and of course existing turnover and profit.

Alexandre Kaplan
Corporate Finance Director ALTIOS

Kaplan warns companies that are looking for M&A opportunities in the UK to not only take regulatory differences into account but to also be aware of cultural differences in the negotiation process.

European owners are, generally speaking, less direct than Anglo-Saxons when it comes to discussing strategy or negotiating the terms of an agreement“, explains the finance director.

It is, therefore, advisable to seek assistance from a third party with local experience and knowledge, that can help you adapt your speech and to bridge the cultural gap. Understanding the key steps of an M&A process and establishing trust between the two parties are essential elements for a successful outcome.

alexandre kaplan altios
Alexandre Kaplan

ALTIOS teams can help you succeed your M&A operations, as well as guide you through the entire subsidiary set-up process. Book an appointment with one of our experts to discover our personalized offer.

Want to learn more?

If you’re looking for a more in-depth and step-to-step guide to expand in the UK after Brexit, download our whitepaper: How to expand in the UK after Brexit?

The 5 key steps to prepare your M&A operation in Germany

M&A germany 5 key

April 2023

External growth is one of the quickest ways, for SMEs to grow their business and expand their operations (activities, services, clients) abroad. However, a Merger & Acquisition process faces many challenges, especially in an international
context.

5 prerequisites are critical, before beginning your M&A operation in Germany.

Integrate external growth into your development strategy

External VS Organic growth: Define the best way to enter a new country, new market. External growth strategies (M&A or Strategic alliances), can be quicker in most cases, but preliminary analysis is mandatory before launching a full process. It can lead to value loss if not done correctly.

Verify your financing capacity (level of Enterprise Value) to assess the size of the target you can aim for.

Appoint a Project Manager

Name a Project Manager within your organization that will link all parties involved in the M&A operation (advisors, targets, banks, etc.)

Depending on the size of the project, define the scope of responsibilities of each member involved in the project.

In Germany: It may take some time to get initial feedback from the German targets, but once the interest of a target has been validated, it is important to be reactive and to be able to introduce the same people to the Germans, to ensure a good follow-up throughout the mission.

Define the ideal target

  • Define the company size (employee, revenue/EBITDA, balance sheet.)
  • Define the activity/services/products/sectors/ clients
  • Define the geographical scope (region, country)
  • Define the other criteria (type of ownership, type of acquisition, type of clients, management team, etc.)
target

Adapt to cultural differences

/ Approach the potential targets: The first approach in the M&A operation is always complicated as we do not know if the targets are ready to sell their companies or open to sharing information. The idea is to create the opportunity. Each approach must adapt to cultural specificities to maximize the chances of opening the door and getting information.

In Germany: Our local teams approach the targets directly by phone and organize the first meeting in German to discuss your company and your objectives and those of the targets. The first approach in German allows to reassure the interlocutors a little and allows first fluid exchanges.

/ Negotiation phase and the M&A process: Adapting to cultural differences is key: respect the agenda/calendar, communicate clearly, do not rush, and communicate in advance, if changes any.

In Germany especially: Your presentations and arguments have to be explicit. well-founded, short, straight to the point, instructive and technical during exchanges. The relationship is not limited to meetings: make sure you stick to the schedule and if you have to cancel or postpone a meeting or a call, let your contact know well in advance and agree on a new date.

Specify the schedule & prepare your documents

Define the planning of the M&A operation for the main steps: Duration of each step (2 months for the screening, 2-3 months for the approach phase, 4 months for Due Diligence, etc.). It’s mandatory to be structured and plan.

Adapt to the agenda/calendar of each target (might be quicker than expected if the target is in an active sale process/longer if the target is initially not ready to sell).

A M&A operation requires a large number of documents. You need to prepare the following:

  • The Letter of Intent (LOI): A document outlining an agreement between two or more parties before the agreement is finalized.
  • Data rooms (online data room): running a data room process requires gathering confidential documents that third parties (lawyers, investment banks, chartered accountants, etc.) may then access more easily during the process
  • Due diligence: the process through which a potential acquirer evaluates a target company or its assets for an acquisition. The relevant areas of concern may include the financial, legal, labor, tax, IT, environment, and market/commercial situation of the company.
  • After due diligence is completed, the parties may proceed to draw up a Definitive Agreement, known as a “merger
    agreement,” “share purchase agreement” or “asset purchase agreement” depending on the structure of the transaction.

ALTIOS teams can help you succeed your M&A operations, as well as guide you through the entire subsidiary set-up process. Book an appointment with one of our experts to discover our personalized offer.

M&A germany 5 key

Looking to move into Germany?

Savino Del Bene S.p.A.

Altios Accompanies Savino Del Bene S.p.A. Expansion in France

Language and cultural norms can be a major barrier to acquisitions. However, Altios' innovative M&A approach meant we could grow our presence in France and ensure a smooth transition of Tramar and Alpinea Shipping within our business structure and corporate culture.

Gianni Bachini
Savino Del Bene’s Managing Director of Spain, Portugal, and France

Challenges

  • In the early ‘90s, Savino Del Bene opened its first office in Paris, France, as part of the company’s international expansion that was begun in the 1950s by the founder’s son Alessandro Del Bene. The company continued to expand in France, later opening offices in Lyon and Bordeaux.

  • “It became evident that for us to grow our business in France, we needed to have a strong presence in the two major maritime ports, Le Havre and Marseille,” said Gianni Bachini, Savino Del Bene’s Managing Director of Spain, Portugal, and France.

  • “We knew the fastest approach to expansion in the French marketplace would be through acquisition.” But to do so would mean finding the right partner and, just as importantly, meeting complex French legal requirements. “We needed to think the French way,” commented Mr. Bachini.

Solutions

  • After successfully acquiring Alpinea Shipping in October 2021, Savino Del Bene sought Altios Corporate Finance‘s help again to further its expansion in France and Europe.
  • The Altios team began the second M&A project for Savino Del Bene by conducting a complete market analysis and shortlisting potential acquisition candidates.
  • Following the initial successful introduction meeting, Altios led the next steps in the M&A project.

Results

  • By the end of 2021, Savino Del Bene had grown its revenue in the French market by more than €50 million through the two successful acquisitions. “By bringing Tramar and Alpinea Shipping within our family, we could expand our European network and footprint throughout France and strategic maritime ports,” said Mr. Bachini.

  • Throughout the two acquisitions, Altios developed a close working relationship with the team at Savino Del Bene. This strong partnership approach ensured all parties in the M&A process were part of the process.
  • Language and cultural norms can be a major barrier to acquisitions. However, Altios’ innovative M&A approach meant we could grow our presence in France and ensure a smooth Tramar and Alpinea Shipping transition within our business structure and corporate culture,” commented Mr. Bachini.

Want to know more about Savino Del Bene’s experience and its international development?

Visit the website

Company Profile

Founded in 1899

Headquarters in Florence, Italy

International shipping and logistics support services

Operating in more than 60 countries

5,300 employees across 306 offices

Annual revenue €4.5 billion

logistic maritime

The five key steps to prepare your M&A operation

Infographie M&A V2

November 2021

External growth is one of the quickest ways, for SMEs to grow its business and expand its operations (activities, services, clients) abroad. However, a Merger & Acquisition process faces many challenges, especially in an international context.
5 prerequisites are critical, before beginning your M&A project.

Integrate external growth to your development strategy
/
External VS Organic growth : define the best way to enter a new country, new market. External growth can be quicker in most cases but a preliminary analysis is mandatory before launching a full process. It can lead to value loss if not done correctly.
/ Verify your financing capacity (level of Enterprise Value) to assess the size of the target you can aim

Appoint a Project Manager
/ Name a Project Manager within your organization that will be the link between all
the parties involved (advisors, targets, banks, etc.) and that can
allocate a significant amount of time
/ Depending on the size of the project, define the scope of responsibilities of each relevant member involved in the project: decision-making process, role of each member, etc. Ex: CFO can be involved during the valuation phase but no need at the beginning, CLO can be involved for NDA, CEO to decide if a target is relevant

Define the ideal target
/
Define the company size (employee, revenue/EBITDA, balance sheet.)

/ Define the activity / services / products / sectors / clients
/ Define the geographical scope (region, country)
/ Define the other criteria (type of ownership, type of acquisition, type of clients, management team, etc.)

Adapt to cultural differences
/ In the first approach of the potential targets: the first approach is always complicated as we do not know if the targets are ready to sell their companies or open to share information. The idea is to create the opportunity. Each approach must adapt to cultural specificities to maximize the chances of opening the door and getting information
/ In the negotiation phase and the M&A process: adapting to cultural differences is key: respect the agenda / calendar, communicate clearly, do not rush and take the time to advance at the rhythm of the target
/ In the post-deal integration: must be prepared as it does not only concern top management / owners anymore but all the employees. Put in place a planning and a project manager to run properly the integration. Decide to change branding (depending on the market), decide to mutualize tools (IT, finance, HR, etc.).

Specify the schedule
/ Define the planning of the process for the main steps: duration of each step (2 months for the screening, 2 months for the approach phase, 4 months for Due Diligence, etc.). It’s mandatory to be structured and to advance step by step
/ Adapt to the agenda / calendar of each target (might be quicker than expected if the target is in an active
sale process / longer if the target is initially not ready to sell)

Infographie M&A V2