Acquisition and integration of a prestigious newspaper publisher

• Finance and Accounting (F&A)
• Controlling
• Reporting (IFRS)
• Taxes
• Procurement (printing plant Berlin Lichtenberg)
• General Administration
• Investor Relations/communication with various stakeholders (in particular: former shareholders, financial investors, banks)

• East German newspaper and magazine publisher, founded in 1945, based in Berlin

2.) Hamburger Morgenpost Verlag Group

• Hamburg tabloid newspaper (Mopo), founded in 1949, based in Hamburg

3.) Change of shareholders/M&A/company sales:
Sale of the Berliner Verlag Group (“BERLINER ZEITUNG”) in 11/2005 by Gruner + Jahr (Georg von Holtzbrinck) and sale of “Mopo“ in 01/2006 by Hans Barlach to an international consortium of private equity investors (VSS Capital Partners/Veronis Suhler Stevenson, New York; 3i Group plc, London; Mecom Group plc, London)

4.) Necessity to implement an acquisition vehicle as part of the “Buy and Build Strategy“ (BV Deutsche Zeitungsholding GmbH, Berlin)

• Review of comprehensive set of contracts regarding the acquisition of Berliner Verlag Group and Hamburger Morgenpost Verlag-Group:
• Pre-Signing:
  • Non-Disclosure Agreements (NDA)
  • Letter of Intent (LoI); Memorandum of Understanding (MoU)

• Conclusion of contracts:
  • Share Deal; Share Purchase Agreements/SPA

• Main contact person for transaction advisors (these were, among others: PwC, KPMG, Clifford Chance, Allen & Overy, Latham & Watkins, Flick Gocke Schaumburg, Brunswick Group)
• Moderation of the transition phase between “Signing“ (obligation transaction) and “Closing“ (fulfillment transaction)
• Securing “Closing“, which means timely economic transition of the company, establishment of the agreed execution conditions, technical executions, accruals and deferrals, accounting issues, official permits and approvals
• Creation of the greatest possible implementation security through effective cooperation with lawyers, auditors, tax advisors, management consultants and investment banks
• Investor Relations: Close cooperation and direct communication with contractual parties (seller/former shareholder; purchaser/new shareholder) during the bridging period until “Closing“

2.) Development of the transformation agenda

• Development, internal coordination and implementation of a comprehensive transformation program following the business combinations

3.) Post Merger Integration (PMI)

• Implementation of the process of integrating assets, employees, business processes and corporate cultures in order to maximize the value of the mergers of companies involved

• Transfer of the historically evolved group financial structure (actual) into the complex international acquisition structure (target) (post-closing); implementation of the target structure (“Target Architecture Model”/TAM)
• Trusting cooperation with transaction advisors, auditors and tax and legal advisors to ensure the greatest possible implementation security
• Carrying out various changes of company name as well as changes of legal form and mergers in accordance with the German Reorganization Act and the German Reorganization Tax Act
• Corporate and tax restructuring, including profit and loss transfer and control agreements, tax group relationships (“New Tax Structure”) (“Bible of Documentation”)
• Conversion of Group accounting from German GAAP (HGB) to IFRS
• Development of meaningful IFRS reporting for shareholders and financing banks
• Management of the risks of non-compliance with agreed financial covenants from the sale and purchase agreements (SPA), in particular monitoring of the performance indicators EBITDA, NWC and Cash
• Communicating all financial results, measures and projects to all stakeholders
• Preparation and co-organization of Supervisory Board Meetings with shareholders and bank representatives (syndicated banks)
• Implementation of a participation program for company management and various executives (Sweet Equity Management Team)
• Decoupling of intragroup services of the former shareholders, in particular Gruner + Jahr (unbundling)
• Implementation of new functions such as treasury and central purchasing; consolidation of administrative offices
• Establishment of a shared service center (SSC) for finance; integration of all subsidiaries

• Supporting the successful completion of company acquisitions by the closing date (fulfillment of closing conditions), ensuring the scheduled transfer of company shares to investors.

2.) Establishment of a platform company

• Successful establishment of a platform company (“BV Deutsche Zeitungsholding GmbH, Berlin”) and correct implementation of the “buy and build strategy”.
• This created the basis for future competitive advantages (cost savings, synergies) as well as further expansion and value creation.

3.) Implementation of the “Target Architecture Model“ (TAM)

• Successful business combination in the target structure (“Target Architecture Model”; TAM).
• This created a uniform, efficient organization and increased the value of the new company by merging corporate cultures, systems and processes.

• Political debate in Germany with a large media presence (“grasshopper debate”)
• Enormous pressure, especially in terms of time; no English language skills in the Finance Team (East Berlin)