Bulgaria & CEE 2014
Strong macro conditions & welcoming to foreign business
Real GDP Growth shows CEE recovery
Bulgaria decoupled & Above Average Growth
Dependent on G7 recovery,
with above-average growth
China
Decoupled from G7, with
above average growth
India
G7
Romania
LAT AM
Bulgaria
G7
Russia
LATAM
Poland Hungary
Europe
APAC
Eurasia
EU
Germany
France
United Kingdom
Highly dependent on G7
recovery, with in-line growth
Highly decoupled from G7,
with in-line growth
Trends
Family Succession
Private CEE Investment
groups
Blue-chip
Melting pot of access &
finance
Many well-run family businesses entering a
unique decade of expansion & succession
Strong bidders & partners since 2009.
Financing up to EUR 100m equity
Main M&A & FDI activity 2012-2013 from
multinationals. Why? - skills, finance,
security & market proximity
CEE sits centrally to Russia, CIS, Turkey,
Middle East & Western Europe. Options for
business & finance from all emerging
markets
FDI inflows into CEE are some of the strongest
In EUR billion
2007
2009
2011
80
105
Emerging Asia 260.7
234.6
315.4
Latin America 128.1
111.1
160.9
56.61
29.83
China 61.8
70.7
91.5
India 18.6
26.0
23.8
Brazil 25.3
18.6
49.1
CEE 136
Middle East North Africa 60.3
Source: CEEMEA Business Group research
5
Which companies to partner with?
Ownership structure & performance in CEE
Net Profit Margin
Equity Ratio
14%
60%
12%
50%
10%
40%
8%
30%
6%
20%
4%
2%
10%
0%
0%
Financial
Strategic
Government
Bistrova/Lace ‘Ownership structure in CEE and its influence on stock performance’
Family
Mixed
Equity Ratio
ROE, NPM
ROE
Partnering with CEE firms (legal structures)
Control
Board seats, Business Plan & out-of-budget approvals &
veto
Focus on signature rights & CFO, Focus on local Articles
of Association, Focus on IPR
Financing
Debt structures and security
Returns
Preferred shares & dividend rate
Liquidation preferences, IRR hurdles
Exit rights of pre-emption, drag & tag
All common English law terms available in CEE
Joint Shareholder terms
Protection
Anti-dilution protections (absolute and preferred
conversion rates)
Escrow arrangements
Share registration mechanisms to prevent
registration of transfers
Management
performance
Employee v’s owner distinction
Empirical performance criteria for annual bonus
and enhanced shareholder return
Wolf Theiss
•
The leading law firm in CEE - over 330
lawyers in 13 countries
•
Our mission - comprehensive
multidisciplinary advice to fit with the
objectives of our clients
•
Dedicated sector teams
•
Deep industry know-how and expertise to
address industry-specific legal issues
•
Advised on the majority of Top 10
transactions in Bulgaria each year since
2008
Law Firm of the Year Eastern Europe and the Balkans
2012
Law Firm of the Year CEE 2010
Law Firm of the Year SEE & the Balkans 2009
‘Austrian Client Service Law Firm of the Year 2011
‘Austrian Law Firm of the Year 2008 & 2009’
‘Eastern European Law Firm of the Year 2006’
‘Austrian Law Firm of the Year 2003, 2006, 2007 & 2011’
‘Czech Republic Law Firm of the Year 2007 & 2010’
‘Hungarian Law Firm of the Year 2009’
Richard Clegg, Partner
WOLF THEISS
Rainbow Centre
29 Atanas Dukov Street
BG - Sofia 1407
T +359 2 8613 700
M +359 888 101 650
richard.clegg@wolftheiss.com
Richard Clegg is a partner of Wolf Theiss and advises on a
wide range of corporate and financing transactions. Previously
in industry, he was the the General Counsel & Group
Investment Director of Bulgaria Telecom, and the CEO of
NURTS, Bulgaria’s largest television and radio broadcasting
company. His recent work includes advising, amongst others,
Pfizer, Johnson Matthey, Johnson Controls, H&M, Kodak,
Gazprom, Lukoil, and Vestas in Bulgaria and across CEE on
manufacturing & project development, corporate joint
ventures and M&A, and corporate financing.
Richard was educated at the Manchester Grammar School,
University College London, and INSEAD.
Anna Rizova, Partner
WOLF THEISS
Rainbow Centre
29 Atanas Dukov Street
BG - Sofia 1407
Tel: + 359 2 86 13 700
Fax: +359 2 80 70 321
anna.rizova@wolftheiss.com
Anna Rizova is a partner of Wolf Theiss and has been involved
in most major M&A and privatization transactions in Bulgaria,
assisting clients throughout the whole transactional process
including legal due diligence of target companies, transaction
structuring, and execution. She has led many cross-border
investment projects and is recognised in particular for her
considerable expertise in managing multinational assignments.
Anna focuses on competition & regulatory compliance issues
as well as licensing and project execution. Previously the
General Counsel of Kozloduy Nuclear Power & Mobikom, Anna
has particular expertise in the telecom and power sectors.
Anna was educated at Sofia University and speaks fluent
English, Russian, French and Bulgarian.