Graf Patsch Taucher Rechtsanwälte GmbH advised French consulting company Efeso on its acquisition of a majority stake in Tsetinis Consulting, a firm wholly owned by German auto parts supplier ZF Friedrichshafen. Bird & Bird also advised Efeso, while KPMG Law advised ZF Friedrichshafen.

Efeso has acquired a majority stake in Tsetinis with a view to gradually taking over the company’s entire share capital in the coming years, during which time the companies will continue their cooperation. With the acquisition of the majority stake, Efeso has bolstered itself with more than 120 new consultants based in Kuchl in the Salzburg region, further entrenching its position in Austria’s consulting market. Founded in 2000, Tsetinis specialises in all aspects of business transformation in the auto industry, including process and cost optimisation.

Efeso is a Paris-headquartered multinational organisation that specialises in industrial operations strategy and performance improvement consultancy. The group assists its clients on the optimisation and strategic alignment of industrial operations. Prior to this most recent acquisition, Efeso employed 800 people across 35 global sites.

ZF Friedrichshafen, the prior owner of Tsetinis, is one of the largest automotive suppliers in the world, present in 168 production sites across 32 countries. The group also operates in 18 main development locations across eight countries.

An Interview With Bernd Taucher

From Graf Patsch Taucher Rechtsanwälte GmbH

Can you tell us more about your involvement in this acquisition?

I have known Stefan Münch from Bird & Bird in Munich for quite a while, but we never had the opportunity to work together
on a larger M&A transaction so far, Efeso has been a client of Bird & Bird France’s partner Bertrand Levy, who introduced the German Bird & Bird Corporate Practice to Efeso. Since Tsetinis Consulting is a company incorporated in Austria with a German and a US subsidiary, an Austrian counsel was required for the transaction, and so we teamed up to successfully run this together.

What specialised skills and experience did you and your colleagues draw upon as part of your work?

I am an M&A, private equity and corporate finance lawyer, originally trained for years in one of the largest leading Austrian corporate law firms. Graf Patsch Taucher has the market now as a boutique firm for nearly 20 years and I believe we have a particularly strong track record for international corporate and transactional matters. To name a few, our clients include the premium sporting goods producer HEAD, SIMMO AG, the Canadian Canopy Growth, the Luxembourg APS Group, the Emeren Group (before: Renesola) the Swiss Health & Nutrition AG and the petrochemistry champion Borealis., We advised all of them in corporate finance and/or M&A projects in the past and ongoing.

We are also quite strong in the start-up sector assisting FL3XX and the large Austrian automotive consulting firm EFS Consulting on convertible loans and private equity or M&A transactions. We work in very lean teams, which means that I know of every step that is taken in a transaction, which our clients prefer since there is no need for alignment – as is the case with larger teams working on a transaction. With my nearly 30 years of international transaction experience, I certainly know what it needs to get a deal done and dusted.

What are the most important factors to keep in mind when advising on an acquisition of this nature?

In my view, two things are crucial. Firstly, it is all about communication. Good lawyers solve problems, whereas excellent lawyers ask the right questions before they solve anything. This means that prior to working on a transaction, we are eager to fully understand the structure proposed for the project. We may get involved at a point of time where clients have already signed a letter of intent with a certain structure in place. By asking the right questions, we try to quickly understand our clients’ and the transactions’ needs, which may require a change to the originally proposed structure. Excellent communication in all directions is a must, including all parties involved who promote a deal, such as advisors, financing banks or funds.

Once we have agreed on a structure with our client, we look to get the other side of the transaction on board. To this end, we  try to understand the other party’s interests and whether we can argue a revised structure also to their benefit. M&A projects always include parties with different interests; however, we obviously aim to get the best solution for our clients which in parallel should also be the best solution for the counterparty on the deal. We are tough on the issue but gentle in our communication with the counterparty and their advisors. At the end of the day, we want to bring about a successful deal together.

With this in mind, it is absolutely crucial to develop a perfect understanding of the counterparty and its positions and also the positions of any other advisors or stakeholders in a transaction. And this is exactly how I try to run a project at Graf Patsch Taucher.

Did you encounter any challenges as part of this work? If so, how did you overcome them?

Well, every transaction has its challenges. In the Efeso/Tsetinis deal it certainly was the timing. The timeline proposed by the parties was extremely tight and there were also other bidders in the race.  We had to carry out a very quick and very focused but still thorough due diligence, while working in parallel on the share purchase agreement, the shareholders’ agreement, new articles of association and other ancillary documentation, including corporate documentation and documents for the public registers, POAs, etc. How did we overcome this? Simply by working night and day with high speed, high motivation and high concentration. Nothing else would have worked in this case.

In what ways would you say that your work on this acquisition fits the profile of your firm?

The Efeso/Tsetinis transaction perfectly fits our firm’s profile. Over 70% of my corporate work is international. In the Efeso/Tsetinis transaction we were working with the German and French offices of Bird & Bird, our client was headquartered in Paris and we were supported and guided by Efeso’s leading people based in Belgium, the Netherlands, Germany and the US.

Do you have any further comments to make about this transaction?

Let me say that I am very grateful and humble that I had the opportunity to work with so many not only wonderful but also professionally experienced and organised people – both alongside Efeso and its shareholder EURAZEO and also on the side of the seller, ZF Friedrichshafen AG. It was a great pleasure and honour working on  this transaction.