new year’s reception - valuetrust year’s reception financial experts in action tm impressions...

Hotel Bayerischer Hof

February 2, 2017

Munich

New Year’s Reception

Financial Experts in ActionTM

Impressions from the New Year´s Reception

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ValueTrust at a GlanceSelected accomplishments 2016

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Going to market

Opening of Frankfurt office with Managing Director Thomas Kühl

First ValueTrust event for Supervisory and Management Board members in Vienna

Audit tender initiative

Research

Publication of first capital market report Austria

Publication of German Public Takeover and Taking Private report together with HHL

Corporate Transactions

Lead Financial Advisor on a transaction with more than EUR 550m deal volume

Win of a new DAX client

Win of first carve-out mandate in Switzerland

Restructuring

Financial Advisor on the reorganization of an MDAX company

Financial Advisor to a German real estate company

Dispute & Litigation

Win of a dispute mandate in the insurance industry

ValueTrust nominated as MAC expert in a public takeover prospectus

Value Management

Win of a value management project for an Austrian ATX company

Win of several Management Equity Program (MEP) valuation projects

Publications

HB Yearbook 2016 Business Valuation

Multiple articles in Corporate Finance periodica

Beck`sches M&A Handbook

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Selected Credentials Our employees have recently gained experience in the following projects

Strategic Value Analysis

a DAX 30 company

on the valuation ofits joint venture in the mobility

industry

Squeeze-out Dispute

Financial Advisor to

a leading international insurance company

on the legal challenge (Spruchverfahren) of the company

valuation

Value Management


on the assessment of its value-based management system

and target setting

Court-appointed Expert

Independent court-appointed expert to

a German retail bank

Carve-out Advisory

on the carve-out and the intended sale of the German tower business

Impairment Testing Strategic Value Analysis

on the evaluation of its strategic options regarding a business unit

a leading European powertransmission company

on the implementation of a MEP at

Management Equity Program



on Impairment Testing processes and tools

on the evaluation of strategic options regarding a joint venture

Post-M&A Litigation

on the legal challenge (Spruchverfahren) of the valuation of

a domination agreement

Case StudyCarve-out Advisory

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Carve-out Advisory

on the carve-out and the intended sale of the German tower business

Background

Telefónica Deutschland Holding AG (“Telefónica Deutschland”), a leading mobile communication provider in Germany,carved-out and transferred passive infrastructure into a newly founded German subsidiary (“TowerOpCo”). ValueTrustwas engaged by the management board of Telefónica Deutschland to provide assistance to the project managementoffice to lead the defined seven work streams to assure minimal operational disruption and assure timely execution.This included amongst others, support of the project team in its day-to day business as well as operational andadministrative support of the following work streams: Perimeter, Financials, Transaction Structure/ SPA, Business Plan/Valuation, MLA/TSA, Operation Model, Equity Story

Assignment

ValueTrust has been retained to perform the following tasks to support the project team:

Support the project management office in the coordination and communication of tasks, development of project timelines and define deliverables

Align and consolidate information and outputs of interdependent work streams

Prepare and align with information of management board

Deliverables

Ad-hoc analyses for the management board and other stakeholders

Provision and preparation of information for management board as basis for decision-making

Ad-hoc preparation of information to align on topics with work streams

Support of documentation of assumptions and decisions throughout the process

Support and input for presentations to supervisory board

Case StudyFairness Opinion and Carve-out Valuation

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Background

Telefónica Deutschland Holding AG (“Telefónica Deutschland”), a leading mobile communication provider in Germany,carved-out and transferred passive infrastructure into a newly founded German subsidiary (“TowerOpCo”). ValueTrustacted as Independent Financial Advisor to the management board and rendered a fairness opinion according to theIDW S 8 and a comprehensive valuation report according to IDW S 1.

Assignment

ValueTrust has been retained to perform the following tasks to support the management team in the decision process:

Assess the fairness of the proposed consideration and render a Fairness Opinion in accordance with IDW S 8

Render an expert valuation report on the fair market value of the equity of TowerOpCo in accordance with IDW S 1

Close interaction with client as ValueTrust‘s valuation services were crucial for the transaction

Analysis of potential market participant and buyer-specific synergies

Analysis of the business plan including benchmarking and KPI analyses

Deliverables

ValueTrust has provided the following analyses and documents:

ValueTrust has rendered a fairness opinion to the management board of Telefónica Deutschland as to the fairness,from a financial point of view, to Telefónica Deutschland of the Consideration in accordance with IDW S 8

ValueTrust has prepared a comprehensive valuation report to determine the fair market value of equity ofTowerOpCo in accordance with IDW S 1

Fairness Opinion

on

Carve-out Valuation

on the carve-out and sale of infrastructure assets

Case StudyImpairment Testing

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Impairment Testing

on Impairment Testing processes and tools

Background

Bilfinger SE (“Bilfinger”), a leading international engineering and services group, decided to align its legal and reportingstructures as part of a strategic reorganization process. ValueTrust was engaged by the Management Board to providefinancial advice on Impairment Testing processes and tools.

Assignment

In connection with the annual Impairment Testing, ValueTrust was retained to perform the following tasks:

Review of the existing IFRS- and HGB-Impairment Testing tools regarding consistency, accuracy and up-to-dateness of the implemented valuation approach

Review of peer group selection as well as derivation of cost of capital parameters for selected cash generating units

High level review of return on invested capital controlling for reporting purposes

Close cooperation, frequent coordination and support of Bilfinger’s accounting department regarding Impairment Testing topics in connection with the annual audit (e.g. discussions with the auditor)

Deliverables

Beside ongoing communication with Bilfinger’s accounting department and the auditor, ValueTrust provided the following analyses and documents:

Adjustment of the existing IFRS- and HGB-Impairment Testing tools regarding consistency among each other as well as up-to-dateness of the implemented valuation approach

Development of an IFRS-Impairment Testing guideline documenting the Impairment Testing process and handling of the revised tool

Update of the existing HGB-Impairment Testing guideline with respect to the adjusted valuation approach and revised tool

Compilation of an Impairment Testing process documentation for the purpose of the annual audit

Documentation of the reasons for the consolidation of two cash generating units for the purposes of the annual audit and/ or special audit by the “Deutsche Prüfstelle für Rechnungslegung (DPR)“

Case StudyStrategic Value Analysis

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Background

A DAX 30 company elaborated strategic options for its joint venture in the mobility segment. Amongst others, therepurchase of shares held by the joint venture partner, given a specified mechanism, was one potential option.

In connection with the evaluation of the repurchase of shares, ValueTrust was engaged to perform valuation analysesfor the joint venture.

Assignment

ValueTrust has been retained by the DAX 30 company to perform the following tasks:

Determination of the market value of the joint venture according to IDW S 1 and according to a revenue multiple method as defined in the joint venture agreement

Transparent and well-founded determination of a peer group given that no listed comparable companies exist

Transparent and well-founded determination of cost of capital and selection of multiple ranges

Deliverables

Valuation report outlining the market value of the joint venture

Value-driver based analysis of the business plan and market environment

Advise on argumentation towards the counterparty in case of a potential litigation


a DAX 30 company

on the valuation ofits joint venture in the mobility

industry


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on the evaluation of strategic options regarding a joint venture

Background

Vonovia SE (“Vonovia”) assessed its strategic options regarding a joint venture. Due to recent acquisitions and changesin the operational strategy, the joint venture was under review as potentially economically disadvantageous. Vonoviaintended to evaluate its strategic options including continuation, termination and integration of the joint venture inparticular taking into account potential countermeasures by the joint venture partner.

About Vonovia

Vonovia is Germany’s leading nationwide residential real estate company and Europe’s largest listed residentialcompany. Vonovia currently owns and manages around 338,000 residential units throughout Germany. The company isbased in Bochum and has been listed on the stock exchange since 2013 and on the DAX 30 since September 2015.

Assignment

ValueTrust has been retained to perform the following tasks:

Development and valuation of strategic scenarios and courses of action with regards to the joint venture

Economic analysis of material agreements between the joint venture partners

Business plan analysis and valuation

Analysis of financing needs of the joint venture with regards to working capital and usage of cash pools

Review and valuation of a non-binding sell offer made by the joint venture partner

Derivation of a price range for negotiations with the joint venture partner

Discussion and development of results with Vonovia executives responsible for the joint venture

Documentation of the results for executive board members


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Background

IVG Immobilien AG (“IVG”) assessed its strategic options regarding its business units. Due to changes in the operationalstrategy, IVG intended to evaluate the performance and strategic options including restructuring and continuation of itsbusiness units or disinvestment, taking into account various potential deal structures and their effects on the remainingbusiness units of the Group.

About IVG

IVG is a financial holding company and sole shareholder of three companies in its investment portfolio, divestedOFFICEFIRST Immobilien AG, TRIUVA Kapitalverwaltungsgesellschaft mbH and STORAG ETZEL GmbH. The group‘sactivities include purchase, sale and profitable management of more than 100 real estates valued at around EUR 3.2billion, asset management services with assets under management of EUR 9.7 billion as well as operation of more than70 underground storage reservoirs for energy sources like gas and oil at its Etzel site in East Friesland.

Assignment

ValueTrust has been retained to perform the following tasks:

Development and valuation of strategic scenarios and deal structures with regard to business units

Business plan analysis and modification for various scenarios

Preparation and execution of workshops with executive and supervisory management board members of IVG

Preparation of a timeline regarding the potential disinvestment including identification of milestones and potential deal breakers

Derivation of a price range for negotiations with potential investors

Discussion and development of results with executives responsible for the business unit

Documentation of the results for executive board members


on the evaluation of its strategic options regarding a business unit

Case StudySqueeze-out Dispute

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Background

In the legal proceedings related to the squeeze-out of a German insurance company by an international insurancecompany, a German regional court (“Landgericht”) has appointed another financial advisor as independent court-appointed expert to determine the market value of equity of the target company. The court-appointed expert’s opinionresulted in a significant increase of the market value of equity and therefore in a significantly higher cash compensationto be paid by our client.

Assignment

As part of the legal proceeding our client intended to reply to the court-appointed expert’s opinion by means of awritten statement which is accompanied by a separate expert opinion (“Gutachtliche Stellungnahme”) rendered byValueTrust.

Our expert opinion has been coordinated closely with our client’s legal advisors and included statements and analyseswith regard to the following topics:

Major shortcomings concerning the court-appointed expert’s adjustments and valuation approach

In-depth cost of capital analyses, in particular a detailed analysis of the beta (including appropriate peer group) and market risk premium, as well as calculation of cost of capital with alternative approaches

Critical analyses of major insurance-specific business plan assumptions

Revaluation of the market value of equity of the target company via DCF- and multiple-method in accordance with principles set out by IDW S 1 as well as DVFA

Value bridge between the original expert’s opinion of the squeeze-out, the court-appointed expert’s opinion as well as our expert opinion

Deliverables

In 2016, ValueTrust has provided – as part of the ongoing judicial review proceedings – a comprehensive expert opinionthat transparently discloses all valuation assumptions and parameters, including the reconciliation to the previousvaluations.

Squeeze-out Dispute

a leading international insurance company

on the legal challenge (Spruchverfahren) of the company

valuation

Case StudyCourt-appointed Expert

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Background

A leading global retail and investment bank acquired more than 75% of shares of another German bank. In connectionwith the domination and profit/-loss transfer agreement (“Beherrschungs- und Gewinnabführungsvertrag”) betweenthe two banks, the adequacy of the offered cash compensation (“Barabfindung”) and guaranteed dividend(“Ausgleich/Garantiedividende”) to the minority shareholders had to be examined within judicial review proceedings(“Spruchverfahren”). ValueTrust was engaged as court-appointed expert by the Cologne Regional Court (“LandgerichtKöln”) to provide an independent view to the court regarding the valuation.

Assignment

The Engagement comprised the determination of the fair value of the shares of the acquired bank according to the“Best Practice Recommendations Corporate Valuation” of the DVFA Expert Group "Corporate Transactions andValuation“. Our analyses included but was not limited to:

In-depth business plan analyses and verification of plausibility, including benchmarking with peer group and market

Extensive peer group analyses, including review and adjustment of the original peer group

Share price analyses, including relevance of the share price, share price development and liquidity

Comprehensive analyses of the cost of capital, especially market risk premium and beta

Consideration of alternative methods to determine the cost of capital, e.g. implied cost of capital

Discounted cash flow (DCF) valuation, including calculation before and after personal taxes and sensitivities regarding market risk premium, beta and terminal value growth rate

Trading multiples (Sales, EBIT, Invested Capital, Price/Earnings) and transaction multiples (Sales, EBIT)

Recalculation of the guaranteed dividend

Deliverables

Besides ongoing communication with the court, the court-appointed auditor, the management of the acquired bank and its advisors, ValueTrust provided a comprehensive valuation report that transparently discloses all valuation assumptions and parameters, including the reconciliation to the previous valuation.

Court-appointed Expert

a German retail bank

on the legal challenge (Spruchverfahren) of the valuation of

a domination agreement

Case StudyValue Management

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Background

Wienerberger AG (“Wienerberger”) integrated its communicated strategy “Guidance 2020” into its planning andcontrolling systems. In this context the company intended to assess the status quo of its value-based managementmethodology and target setting, which was developed in the mid-2000s.

About the company

Wienerberger is the world's largest producer of bricks and No. 1 on the clay roof tiles market in Europe with 202production sites in 30 countries. The company also holds leading positions in concrete pavers in CEE and pipe systemsin Europe. The company offers its products primarily under the POROTHERM, TERCA, and KORAMIC brand names.Wienerberger AG was founded in 1819 and is headquartered in Vienna, Austria.

Assignment

ValueTrust has been retained by Wienerberger to perform the following tasks:

Assessment of the current value-based management system

Drafting a concept for an improved value-based target setting and performance measurement

Determination of period enterprise values, target returns for different KPIs and hurdle rates

Development of alternative top-down business plan scenarios and sensitivity analysis

Development of a proposal for a strategy conform value-based target setting and management system

Presentation and discussion of results in workshops with Wienerberger executives

Value Management

Financial

on the assessment of its value-based management system

and target setting

Case StudyValue Management

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Value Management


on the implementation of a MEP at

Background

APCOA PARKING Holdings GmbH (“APCOA”), Europe’s largest parking organisation which was previously part of theFrench Eurazeo SA (“Eurazeo”), has been acquired by Centerbridge Partners, L.P. (“Centerbridge”), through its privateequity investing strategy.

In connection with the investment in APCOA, Centerbridge has established a management equity program to allowcertain managers and other persons to invest side by side indirectly through the existing acquisition structure.

Assignment

ValueTrust has been retained to perform the following tasks to support the implementation process:

Review of the complex pay-off structure and calculations made by Centerbridge

Valuation of the management equity program based on option pricing models for German tax purposes

Deliverables

Detailed valuation report outlining the fair value (“Gemeiner Wert”) of the management equity program for German tax purposes

ValueTrust at a GlanceMission Statement

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ValueTrust is the only consulting firm in the field of financial advisory services that focuses on the core areas of businessvaluation and corporate finance advisory

Our Core competencies

ValueTrust advises management, boards and investors in acquisitions, mergers, restructurings and value management. With the same high degree of professionalism, ValueTrust also supports clients and judges in court proceedings and arbitral tribunals

Our Clients

ValueTrust generates sustainable benefits for our clients in particular through the work of our dedicated financial experts and senior advisors who leverage their long-standing project experience in measuring, protecting and enhancing value

Our Value add

ValueTrust’s work is based on client relationships characterized by mutual trust and close cooperationOur Perspective

ValueTrust delivers practical client solutions which are both theoretically sound and court acceptedOur Approach

Buy-side advisory

Fairness opinions

Takeover and delisting advisory

Purchase price allocation and impairment tests

Valuation opinions regarding the determination of fair market values for legal valuation purposes

Valuation reports for reorganizations and tax purposes

Valuation opinions for financial restructurings

Valuation of debt and mezzanine capital

Capital structure analysis and optimization

ValueTrust at a GlanceServices

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ValueTrust offers its clients solution optimized advice and combines strict orientation on the needs of the client and proven independencewith the highest demands on quality

Damage analysis

Party-related valuation opinions

Financial and economic advice in proceedings

Expert determination (as arbitrators) and mediation consulting

Valuations as court appointed expert

Portfolio and value analysis

Business planning and evaluation of corporate strategies

Value-based controlling systems

Cost of capital optimization

CFO and financial expert advice

ValueTrust at a GlanceModel

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We focus on solving our clients’ problems and on providing them with the appropriate depth and breadth of information needed to enable them to make the best decisions

Our experienced financial experts actively develop state of the art theory of enterprise valuation

We closely cooperate with the members of our supervisory board and our specialist advisors

Applied business valuation and corporate finance advisory to solve critical client issues – this is what we enjoy doing

Our motto: „Financial Experts in Action“

Professional independence means for us that our work product is free from any personal and economic bias

Our fees are consistent with our philosophy of economic independence

We only accept a mandate if we are convinced that we can solve the problem and thereby create value for our clients

We strongly believe in engaging in long-term relationships with our clients

ValueTrust represents thought leadership in the field of enterprise valuation and corporate finance as well as constructive cooperation with our clients and employees. Our actions are guided by five elements

Prof. Dr. Christian Aders, CEFA, CVA

Chairman of the Executive Board

Relevant project experience: almost 25 years

Previous management positions at: Duff & Phelps KPMG

ValueTrust at a GlanceManagement

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Florian Starck

Steuerberater

Member of the Executive Board


Previous management positions at: Duff & Phelps KPMG HypoVereinsbank (Unicredit)

Robert Frank, EMBA, CVA

Director

Relevant project experience: more than 10 years

Previously with: Rödl & Partner

Markus Dollinger, CFA, CVA

Director


Previously with: Duff & Phelps PricewaterhouseCoopers

Our managers have a broad range of academic training and many years of knowledge gained in extensive project experience in valuation and corporate finance as well as excellent abilities to work on a day to day basis with employees and clients

Thomas Kuehl

Steuerberater

Managing Director


Previous management positions at: Baker Tilly Roelfs KPMG

Dominik Degen

Manager


Previously with: Duff & Phelps Newport Capital

Mehmet Özbay, CVA

Manager


Previously with: Duff & Phelps Lehman Bros.

ValueTrust at a GlanceSenior Advisory Board

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Our Senior Advisors support us in networking efforts and are trusted partners for the discussion of general technical and industry issues. In coordination with the client, Senior Advisors can be involved in a specific project based on individual non-disclosure agreements

Sina Afra

Senior Advisor and Member of the Supervisory Board

Co-Founder of Markafoni, Istanbul Founding member of Galata Business Angels Spent more than 5 years with eBay and 12 years with KPMG

Prof. Dr. Ewald Aschauer

Senior Advisor

Chair of System Stability and Corporate Monitoring, University of Linz Member of the Working Group on Business Valuation of the Austrian

Chamber of Public Accountants and Tax Advisors

C. Bernt Sannwald

Senior Advisor and Chairman of the Supervisory Board

Founder and CEO, Sannwald & Cie., Munich Previous positions at JPMorgan in Frankfurt, New York and Buenos

Aires as well as the M&A subsidiary of Delbrück Privatbank

Prof. Dr. Dr. h.c. Wolfgang Ballwieser

Senior Advisor

Institute for Accounting, Auditing and Corporate Valuation, University of Munich (LMU)

Deputy Chairman of the Supervisory Board, Deloitte Germany

Olaf Hoffmann

Senior Advisor and Deputy Chairman of the Supervisory Board

CEO and President of Dorsch Holding GmbH and Shareholder of Dorsch Group

Vice President, Arab-German Chamber of Commerce and Industry e.V. (Ghorfa)

Prof. Dr. Bernhard Schwetzler

Senior Advisor

Chair of Financial Management, HHL Leipzig Graduate School of Management

Co-Founder and board member of the International Association of Consultants, Valuators and Analysts Germany e.V. (IACVA)

ValueTrust at a GlanceOffice Locations

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Munich Office

ValueTrustTheresienhofTheresienstrasse 180333 Munich

P: +49 89 388 790 [email protected]

Frankfurt Office

ValueTrustOpernturmBockenheimer Landstrasse 2-460306 Frankfurt am Main


Vienna Office

ValueTrustAlte Börse WienSchottenring 161010 Vienna


Zurich Office

ValueTrustBahnhofstrasse 52 8001 Zurich

P: +41 44 500 [email protected]

mailto:[email protected]




new year’s reception - valuetrust year’s reception financial experts in action tm impressions...

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