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FOCUS Newsletter
Vol. 6, No. 3, April 2008

FOCUS CLOSES TWO DEALS IN MARCH: Acquisition of VERTEX Solutions by Adayana is one example of a growing trend of baby boomers looking to sell the businesses that they have built over the past decades. (See the complete story below).

With baby boomers seeking retirement and a new trend not to pass their businesses onto other family members, FOCUS predicts that M&A will increase significantly over the next five years. For more information about this trend and others that FOCUS predicts will shape the middle market M&A landscape, download a free copy of the “2008 Middle Market M&A Forecast” at www.focusbankers.com.

Please feel free to forward this newsletter to friends, colleagues and networking contacts. (Go to www.focusbankers.com for newsletter archives.)

Active FOCUS Deals

Operating nationally and internationally, FOCUS is currently working with buy- and sell-side corporate clients, private equity groups, holding companies and late stage venture capital firms in the following areas:

  • Aerospace
  • Automotive
  • Building Products
  • Business Process Outsourcing
  • Business Services
  • Call Center
  • Construction
  • Diagnostics
  • Distribution
  • Education and e-Learning
  • Energy, Oil and Gas
  • Food and Beverage
  • Government Contracting
  • Healthcare
  • Information Technology Services and Software
  • International
  • Manufacturing
  • Media and Publishing
  • Medical Devices and Equipment
  • Metals and Mining
  • Payment Systems
  • Professional Services
  • Retail
  • RFID Technology
  • Satellite Communications
  • Security Systems and Services
  • Supply Chain Management
  • Systems Integration
  • Technology
  • Telecomm and Wireless
  • Transportation

We have executed dozens of transactions in a range of market segments, but the same fundamentals apply across all of them. Our on-going transaction process provides us with up-to-the-minute market knowledge in these sectors that may be of corporate development interest to you.

Inquiries should be addressed via e-mail to info@focusbankers.com, by telephone to 202-470-1973 or by fax to 202-785-9413.

FOCUS Closes Two Deals

Adayana Has Acquired VERTEX Solutions

FOCUS initiated the transaction, acted as financial advisor to, and assisted with the negotiations as the representative of VERTEX Solutions, Inc. in its recent acquisition by Minneapolis-based Adayana, Inc. VERTEX, a developer of innovative learning systems and interactive technology for organizational learning and performance enhancement, has become a wholly-owned subsidiary of Adayana. An Inc. 500 company, Adayana (with the VERTEX acquisition) will have more than 250 employees in 12 US locations and India. Read more....

FOCUS Secures Financing for Agentek

FOCUS initiated the transaction, acted as financial advisor to, and assisted with the negotiations as the representative of Agentek, Inc. Agentek has been recapitalized with a Series A Participating Preferred Stock by Edison Venture Fund. Agentek delivers end-to-end mobile software solutions that address challenges in field service, route accounting, direct store delivery, and logistics automation. According to Agentek CEO Jeff Jarvis, “this investment validates Agentek’s vision and will accelerate their leadership in the mobile field automation marketplace.” Established in 1986, Edison provides capital and value-added services to expansion stage ($5 to 20 million revenue), information technology businesses. Read more....

Join FOCUS at Northeast Family Business Conference: April 30, Old Greenwich, CT

On April 30th, the Business Growth Alliance (BGA), a national affiliate network of seasoned, professional services firms dedicated to providing growth advisory and investment banking services to middle market and family-owned companies and their principals, will host a day-long Northeast Family Business Conference at the Hyatt Regency Greenwich in Old Greenwich, CT. (Cost of participation is $500.)
BGA member firms collaborate to address three cornerstone needs for long-term, successful growth of middle market companies:

1. Growing business value,
2. Managing capital and liquidity,
3. Perfecting governance and control.

BGA assists its clients in remaining rooted in their communities and in being competitive, not just in the US, but also worldwide. Sessions at the April 30th Northeast Family Business Conference in Old Greenwich will include:

  • Challenges facing Family-Owned and Closely Held Businesses in a Global Environment
  • Maximizing Your Procurement Capabilities
  • Accelerating Growth through Technology Acquisition
  • Global Sales and Marketing Best Practices
  • Growing Competitive Closely-Held Businesses in a Global Environment
  • Managing the Patient Capital of Business Owning Families

For further information or to register for the April 30th Conference, please call Karen Kramer at 202-470-1973.

FOCUS CHICAGO OFFICE EXPANDS

W. Robert Gold and Walter W. Nielsen join FOCUS’ Chicago Office as Managing Directors;

FOCUS LLC, a national middle market investment banking firm providing merger, acquisition, divestiture and corporate finance services, announces that Robert Gold and Walter Nielsen have joined the Chicago office as Managing Directors.

W. Robert Gold: Gold, an attorney with nearly 15 years of experience in structuring and executing transactions on his own behalf and on behalf of his clients, focused his practice on family-held and middle-market enterprises. Prior to founding his own practice, Gold served as director of legal affairs for Ocean Tomo, LLC, an intellectual property merchant bank. Previously, he practiced law with Sachnoff & Weaver (now Reed Smith) as a partner in the tax group and also worked at Schiff, Hardin & Waite and Shefsky & Froelich.

Walter W. Nielsen: Also a practicing attorney, Nielsen formed and directed Midwest Property Advisors, LLC for nearly 20 years, providing integrated consulting, development, equity and debt financing, legal, and brokerage services. Previously, he was president and chief operating officer of Financial Investment Advisors, Inc., senior vice president of The Balcor Company, and vice president and general counsel at the holding company for Inland Steel Company’s real estate group. He also was an attorney with McBride, Baker, Wienke & Schlosser.

Seven New Senior Advisors Added to FOCUS Chicago Office

The addition of seven new senior advisors to the growing FOCUS Chicago office expands the FOCUS sector expertise to middle market companies, particularly in the business services, food and beverage, healthcare and media industries.

Jack Wing: With decades of diverse business experience, Jack Wing has served as a trustee of Columbia Acorn Funds; director of First Chicago Bank and Trust, Rush University Medical Center and Ravinia Festival. Wing spent 17 years as chairman of the board and chief executive officer (CEO) of ABN-AMRO Inc.

Jack Kraft: With more than 35 years of management experience, Jack Kraft currently serves on the boards of APAC Customer Services Inc., ConsumerBase, READOZ.COM and Angiogen, LLC. Formerly, he was vice chairman and chief operating officer of Leo Burnett Company and executive vice president, chief administrative officer and board member of Young & Rubicam.

Pamela Shields: With more than 15 years in the consumer goods industry, Pamela Shields currently serves as general manager of EZ FOIL, a Pactiv company. Prior to EZ FOIL, Shields was a marketing executive at Custom Foods, World’s Finest Chocolate and Allsteel.

Don Hollis: Don Hollis is president of DRH Strategic Consulting, Inc. Before DRH, he was the executive vice president of First Chicago Corporation and vice president and group executive of Chase Manhattan Bank.

James Grabek: With more than 35 years of executive management experience in the global business community, James Grabek is the president of Agriculture Solutions, Inc. (ASI) and chairman of Comedicus Inc. He worked with G.V. Medical, St. Jude Medical, United States Surgical Corporation and New Dimensions in Medicine.

Dr. Dennis Murphy: With over 34 years experience, Dr. Dennis Murphy is a founding medical advisor, board member and past board president of the Hospice and Palliative CareCenter of the Midwest.

Elizabeth Richter: Elizabeth Richter is vice president of marketing and communications at Chicago Community Trust and principal of The Richter Group. The recipient of nine personal Emmy nominations, she won the Chicago Emmy for “Best News Magazine” as producer of Eyewitness Chicago. 

New Cyber-Terrorism Report Now Available

According to FOCUS Managing Director Gerald Turner, The British-North American Committee (BNAC), under the auspices of the Atlantic Council, has just published an important and surprisingly easy-to-read report on a very serious topic – cyber-terrorism.

CEOs must make cyber security a top priority or their businesses could fall victim to industrial espionage similar to recent cyber attacks on such large companies as Rolls-Royce and Royal Dutch Shell. That is the conclusion reached by Cyber Attack: A Risk Management Primer for CEOs and Directors, a new reportpublished by the British-North American Committee. (For more information about BNAC, go to http://www.bnac.org.)

The report calls on CEOs and corporate directors to take actions to protect their businesses and organizations from cyber attacks. It identifies information security threats as well as the most commonly made mistakes in data security and provides recommendations for business and corporate leaders to manage cyber security risks. Among its recommendations, the report urges CEOs and directors to:

  • Establish a comprehensive information security policy, implemented by senior management;
  • Hold a company-wide security audit to expose vulnerabilities and strengths and give a complete picture of an organization’s security requirements;
  • Underpin a robust security culture with frequent and rigorous testing; and
  • Prioritize keeping abreast of changes in security technology and best practices, including through participation in relevant international information security organizations.

The report further provides a comprehensible information security checklist of recommendations chief executives and directors must follow to protect their corporations against industry espionage.
To download the complete new Cyber-Terrorism report, please go to http://www.acus.org/docs/071212_Cyber_Attack_Report.pdf

RECOMMENDED LISTENING
Doug Rodgers Interview: “The World Takes Center Stage”

Mergers.com sponsors Dealcast with John Slater—Conversations with Thought Leaders from the M&A Community. On Feb. 4, 2008, John Slater interviewed FOCUS CEO Doug Rodgers who shares his thoughts on the importance of overseas investment and cross-border transactions to the US M&A market, providing an absorbing overview of the new world of transnational M&A.

According to Doug, “In industry after industry it will no longer be sufficient to be the leader in a local market, country or even region. Success will require global presence and global presence requires consolidation.” To listen to the entire interview (about 20 minutes), go to: http://www.mergers.com/doug-rodgers-the-world-takes-center-stage.

RECOMMENDED READING
Memo: Do Your M&A Before November

In the March 5, 2008 issue of The Wall Street Journal, business columnist George Anders notes that some attorneys and investment bankers are urging their clients to close deals before the November elections because a Democratic presidential victory could create more roadblocks for takeovers:

“…Both Sens. Barack Obama and Hillary Clinton cranked up populist, antibusiness themes in the just-finished Democratic primary battles in Ohio and Texas. A widely watched gauge of national sentiment, the University of Iowa's Iowa Electronic Markets, now puts the prospect of a Democrat winning the White House this year at about 60 percent...
Higher capital-gains taxes could also jolt the takeover market, though getting congressional approval for such changes won't be easy…

For individual shareholders, a higher capital-gains rate would mean keeping less of the proceeds from selling a company. That could be a particular sore point for owners of closely held companies, who may have personally built up the value of such companies over decades. As a result, some private-equity firms are urging potential sellers of companies to act fast, while the 15 percent capital-gains rate still applies…”


Active FOCUS Deals
FOCUS Closes Two Deals

Adayana Has Acquired VERTEX Solutions

FOCUS Secures Financing for Agentek

Join FOCUS at Northeast Family Business Conference, April 30
FOCUS Chicago Office Expands

W. Robert Gold and Walter W. Nielsen join as Managing Directors

Seven New Senior Advisors Added to Chicago Office

New Cyber-Terrorism Report Now Available
Recommended Listening: Doug Rodgers Interview: “The World Takes Center Stage”
Recommended Reading: Do Your M&A Before November


Securities transactions conducted by Wm. H. Murphy & Co., Inc. registered Broker Dealer member FINRA/SIPC.

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