Exits

Umega

Activity – metal processing In the very beginning of its operations in 1994 Invalda acquired a metal processing company Umega. As part of the consolidation process, in 2005, Umega took over a company operating in Utena – Utenos Elektrotechnika, whose main activity is the electric laboratory l furnace production. In 2008, Umega acquired and incorporated a metal processing firm Vienybe. As of today, Umega is one of the largest metal processing companies in Lithuania. The revenues of Umega in 2011 amounted to 19.4 mEUR (67 mLTL). The sale of Umega shares will not affect the stand-alone financial statements of Invalda for the first quarter of 2012. The transaction should have a preliminary positive effect of approximately 2 mLTL (0.6 mEUR) in the consolidated statements. Invested (1994-2011) - EUR 0.6 m (LTL 2.1 m) Dividends received (2006-2007) - EUR 0.3 m (LTL 1 m)

Sanitas

Activity – generic medicines manufacturing

In 2003, Invalda invested in Sanitas, a small Lithuanian manufacturer of generic medicines. Subject to restructuring of management, good manufacturing practice (GMP) certificate and the acquisition of companies in Slovakia and Poland, Sanitas has grown about 10 times and has become a significant player in the Central and Eastern European market. In August 2011 Sanitas was acquired by a Canadian pharmaceutical giant Valeant Pharmaceuticals Internationa. Sanitas’ enterprise value was estimated EUR 365 m (LTL 105.7 m) in this transaction. The sale of Sanitas - the largest in the Baltics in 2011 and one of the most successful of all time transactions of Invalda.

In March 2003, the Invalda Group, in cooperation with its partner Baltijos Finansu Vystymo Grupe (present Baltvesta), in equal shares acquired 72 percent of shares of the largest Lithuanian pharmaceuticals manufacturer Sanitas for EUR 4.7 m (LTL 16.34 m). Further the block of shares was gradually increased and investors of Sanitas were able to redeem the major part of their investment.

Having restructured its corporate management and obtained the GMP certificate, Sanitas was further expanding its activities both organically, as well as by means of acquisitions.

In May 2004, Sanitas acquired a shareholding of another Lithuanian manufacturer of pharmaceuticals Endokrininiai Preparatai. In spring 2005, the project for the construction of a new modern medicines manufacturing plant was commenced on the site of this company. The project was completed in 2008.

In July 2005, Sanitas acquired from Sanofi-Aventis a manufacturer of generic medicines Hoechst-Biotika established in a little town Martin, in Slovakia. The pharmaceuticals plant operating at the foot of the Tatra Mountains was incorporated in 1992, and operates the most state-of-the-art equipment. The production capacities are designed to manufacture over 80 m ampoules, 500 m pills and about 122 tons of ointments; therefore the plant is also able to provide the manufacturing services on contractual basis. The acquisition of Hoechst-Biotika for EUR 12.7 m (LTL 44 m) was the first ever foreign acquisition by Sanitas.

In 2006, Sanitas acquired from the State of Poland and private investors the Polish generic medicine manufacturer Jelfa for EUR 161 m. (LTL 557 m), and currently manages 100 percent of the company’s authorised capital. In relation to the acquisition of Jelfa, and with a view to attracting additional funding resources, Sanitas initiated a new issue of shares. The newly issued shares were acquired by Invalda – the key shareholder of Sanitas in cooperation with several other natural persons; as a result of this transactions some globally known investment funds, such as Amber Trust II and Citigroup Venture Capital International, became shareholders of Sanitas. The Sanitas Group’s product portfolio was supplemented by more than 100 new products. The major part of Jelfa's output is marketed in Poland, the other part – in Russia, Ukraine, Baltic States, the Czech Republic, Hungary and Slovakia.

On 23 December 2008, through its subsidiary Jelfa, Sanitas acquired a 100 percent holding of Homeofarm – a manufacturer of pharmaceutical ointments operating in Gdansk, Poland. The value of the transaction was EUR 2.7 m (LTL 9.3 m).

In July 2010, Sanitas completed the transaction for the sale of HBM Pharma (previous name – Hoechst-Biotika) engaged in contractual manufacturing activities. The total value of the transaction – EUR 13.2 m (LTL 45.46 m). After the transaction Sanitas Group focused on the sale of own products.

At the time of Invalda’s investment in 2003, Sanitas’ sales were about EUR 8.7 m (LTL 30 m). After acquisition of companies and organic growth sales increased till about EUR 98.3 m (LTL 339.4 m) in 2010.

Invalda and other Sanitas shareholders, all together controlling 87,2% shares, on 23 May 2011, have signed a definitive share sale and purchase agreement for the sale of their entire shareholding in Sanitas to Valeant Pharmaceuticals International, Inc. (“Valeant”). Pursuant to the agreement, Invalda has sold 26.5% shareholdings in Sanitas, in exchange of EUR 83 m (LTL 286.7 m), or 10.06 EUR per share.

Taking into account share price adjustment mechanism set out in the agreement signed on 24 October, 2008, (regarding sale of 20.3 % of the share capital of Sanitas) total proceedings of Invalda from Sanitas shares amounts to EUR 91.4 m (LTL 315.6 m).

The preliminary net gain in the standalone financial statements of Invalda is approximately EUR 59.3 m (LTL 204.6 m) and consolidated financial statements – EUR 53.8 m (LTL 185,9 m).

Other major financial investors also gained from the transaction, minority shareholders received a possibility to sell their shares for an attractive price, Sanitas management which was motivated by stock options program received remuneration for the achieved results.

Total investment (2003-2009) – EUR 43.8 m (LTL 151.3 m)
Dividends received – EUR 2.5 m (LTL 8.5 m)
Sold (2008-2011) – EUR 121.4 m (LTL 419.2 m)

Tiltra Group and Kauno Tiltai

Activity - road and bridge construction

Late in 2005, Invalda in cooperation with their partners acquired one of the largest in Lithuania road building company Kauno Tiltai. Following the acquisition in Lithuania, the company opted to follow a strategy of expanding its presence in the much larger market of Poland. Due to a number of acquisitions and the organic expansion strategy within next five years the revenues of the road building company group increased from EUR 45.6 m (LTL 157.6 m) in 2005 to more than EUR 0.35 bn (LTL 1.2 bn in 2010). In April 2011, Polish listed rail infrastructure construction group Trakcja – Tiltra (former company name Trakcja Polska) acquired Tiltra Group and Kauno Tiltai for PLN 777 m. Former Tiltra Group shareholders realized part of treir investment and has become minority shareholders in Trakcja - Tiltra. Both the major shareholders and the management of Tiltra Group gained from this transaction.

In December 2005, Invalda in cooperation with its partners (the Vilniaus Prekyba Group and individuals, who later became a road building business managers) incorporated specially for the execution of the transaction a company Kelesta, which acquired Kauno Tiltai – one of the major road builders in Lithuania. Having executed the acquisition transaction funded by borrowed finance (LBO), Kauno Tiltai, by way of acquisitions and its internal organic expansion soon became the leader in the Lithuanian road and bridge construction sector and expanded its activities in Poland.
In August 2007, Kauno Tiltai took over the control of Kelda – a road building company operating in Vievis. In October 2007, Kauno Tiltai acquired a 50 percent shareholding of the consortium Tiltra operating in Poland, thus increasing its interest in the company to 100 percent.
In expanding its presence in Poland the consortium Tiltra acquired PEUiM – a company operating in the Bialystok region. In its own turn PEUiM acquired a road tile manufacturer Brux and the engineering network company Dalba.
June 2008, was the time when Tiltra Group was incorporated to take over the coordination functions from Kauno Tiltai.
In June 2009, Tiltra Group through Silentio Investments, in which it holds a 77 percent interest, acquired a Polish road building and bridge construction company Poldim operating in the Southern regions of the country. In July 2010, the shareholding in Poldim was increased to 100 percent.
In 2010, the revenues generated by the road building and bridge construction sector including Poldim exceeded EUR 0.35 bn (LTL 1.2 bn). To compare, in 2005, the revenues from this sector of activities amounted to EUR 45.6 m (LTL 157.6 m).
Invalda AB owned a 43.7 percent interest in Kauno Tiltai, and 44.8 percent of shares in Tiltra Group. In 19 April 2011 Polish listed rail infrastructure construction market leader Trakcja – Tiltra (former company name Trakcja Polska) acquired holdings in Invalda group companies’ Tiltra Group and Kauno Tiltai for a total PLN 314.1 m (EUR 79.5 m or LTL 274.5 m) amount. At the same time Invalda acquired 12.5 percent shares of Trakcja - Tiltra for PLN 132.3 m (EUR 33.5 m or LTL 115.6 m), and PLN 119.8 m (EUR 30.3 m or LTL 104.7 m) nominal value Trakcja – Tiltra bonds, which are redeemed in 2013-2014, an annual coupon - 7 percent. The remaining PLN 62 m (EUR 15.2 mln and LTL 54.2 m) Invalda received in cash.
Taking into account market price of acquired financial instruments at the closing date, LTL/PLN exchange rate and expenses related to the transaction, preliminary positive result in the consolidated financial statements of Invalda group and financial statements of Invalda is approximately EUR 44 m (LTL 152 m) and EUR 57.6 m (LTL 199 m) respectively. These results will be adjusted, when all expenses related to the transaction will be known, and announced in the financial statements of Invalda.
Proceedings paid to Invalda for shares of Tiltra Group AB and Kauno Tiltai AB might be reduced depending on the financial results of Tiltra Group. Also, Invalda has a liability in respect of representations and warranties provided to Trakcja - Tiltra, and regarding a title to sold shares. In general, total liability of Invalda might not exceed total proceedings from the transaction.

Total investment (December 2005 - 2007) - EUR 7.2 m (LTL 25 m).
Sold (2011) – EUR 79.5 m (LTL 274.5 m)

Agrowill Group

Activity – production of agricultural products and investment into land of agricultural purpose.

In 2003, Invalda Group invested into an agricultural investment company Agrovaldymo Grupe (currently – Agrowill Group) and managed its 25 percent holding. Following a stage of rapid growth, the company’s shares were in 2008 admitted to the trading list of NASDAQ OMX Vilnius. Having attracted some tangible resources for its development Agrowill Group executed several acquisition transactions in the Baltic States, however, due to significant outstanding liabilities the company started encountering serious financial difficulties. In 2010, after Agrowill Group capitalised part of its debts, interest of Invalda in the company decreased to a share that did not allow any influence upon the company’s management, therefore Invalda withdrew from this project by selling its shares through the stock exchange.

Total investment (2003–2008) -  EUR 1.2 m (LTL 4.1 m).
Sold (2009-2010) - EUR 1.5 m (LTL 5.1 m).

Finasta (financial sector)

Activity – finance and investments.

In 1998, Invalda AB acquired at that time a small-scale financial brokerage firm Finasta. Following expansion operations and several acquisitions it developed into a major non-banking financial brokerage firm in Lithuania. Within several next years the asset management company incorporated in 2003 have grown into the major, in terms of the number of its clients, assets management company in Lithuania, and, following several acquisition transactions increased its share in the pension fund market. As the business volumes have increased the company started seeking a commercial bank licence, as a result whereof, the investment bank Finasta was incorporated in 2008. Further, the company was expanding its business in the Latvian and the Ukrainian markets (from which the company withdrew in view of the changes in the situation in the Ukraine), and in 2009, the whole business was sold at a profit.

It was in 1998 that Invalda entered the finance sector – it acquired at that time a small-scale financial brokerage firm Finasta with 10 employees and the annual turnover of EUR 1.1 m (LTL 3.9 m). Within several next years Finasta was steadily expanding the spectrum of its investment services, acquired several smaller firms operating in the finance sector – such as Mifonda, Apyvarta, Klaipedos Vertybiniai Popieriai, Finansu Spektras, and Sinkus, and turned into the major non-banking financial brokerage firm in Lithuania.
While expanding its activities Finasta decided to seek a banking operating licence; Finasta bank providing investment and private banking services was incorporated in 2008. Finasta bank was the first Lithuanian capital bank incorporated in Lithuania within the past decade.
After the pension system reform was started, in 2003 Invalda incorporated an asset management company Finasta Investiciju Valdymas that within the next several years became a leader in terms of the number of investment fund participants. As part of the market consolidation process two pension funds – Medicinos Banko Investiciju Valdymas and PZU Gyvybes Draudimas, were acquired.
Finasta was further expanding its activities also in the neighbouring Latvia, where it acquired Baltikums Asset Management pension funds, and the Ukraine, from which it later withdrew in view of certain changes in the situation of the country.

In 2009, Finasta Group was sold to Snoras Bank Group for EUR 13.25 m (LTL 45.75 m).

Total investment - EUR 13.8 m (LTL 47.5 m).
Dividends received - EUR 9.2 m (LTL 31.8 m).
Sold (2009) -  EUR 13.25 m (LTL 45.75 m)

Valmeda AB

Activity – hotel management.

The incorporation in 1995 of Valmeda company and the construction started in 2000 of the Holliday Inn Vilnius hotel were the beginning of the hotel business operated by Invalda Group. Invalda focused its efforts on setting up a team of hotel managers and signed the franchise agreement concerning the Holiday Inn hotel with Six Continents (current name is InterContinental Hotels Group); the investment fund Baltic American Enterprise Fund (BALAEF) was attracted as an important financial investor. In 2003, Invalda Group purchased from the BALAEF a 33 percent block of shares of Valmeda.
In 2004, Valmeda acquired an economy class hotel Ecotel Vilnius.
Early in 2008, Valmeda’s shares were sold to the hotel division of a London based company Triangle Group for EUR 19.8 m (LTL 68.5 m), while the enterprise value was EUR 25 m (LTL 86.3 m).

Total investment (1995-2003) - EUR 4.3 m (LTL 15 m).
Dividends received and the disbursements in relation to the decrease of the authorised capital – EUR 3.2 m (LTL 11 m).
Sold (2008) - EUR 19.8 m (LTL 68.5 m).

Hidroprojektas UAB

Activity – designing and consultations.

The controlling interest of Hidroprojektas UAB was acquired for EUR 0.6 m (LTL 2.2 m) from minor shareholders in 2001 - 2002. The company was then largely restructured which involved material changes in the management of the company and the employee incentive system, and other efficiency-driven developments. During the years of management of Hidroprojektas, its shareholders were disbursed about EUR 2.6 m (LTL 9 m) in dividends. Early in 2008, the company was for EUR 2.5 m (LTL 8.6 m) sold to SWECO Group engaged in the strategic business of designing and consultation.

Total investment (2001-2002) - EUR 0.6 m (LTL 2.2 m).
Dividends received - EUR 2.6 m (LTL 9 m).
Sold (2008) - EUR 2.5 m (LTL 8.6 m).

Giriu Bizonas UAB

Activity – particle board production.

In July 2005, Vilniaus Baldai managed by Invalda AB subscribed to a new share issue of Giriu Bizonas, and acquired a 25 percent interest in Giriu Bizonas for EUR 7.2 m (LTL 25 m). In 2006, an additional investment into Giriu Bizonas accounted for EUR 0.4 m (LTL 1.25 m).
In 2007, by using the resources of the EU support and own funds Giriu Bizonas opened the new particle board production facilities with the capacities of 450,000 m³ per year. The total investment into the new particle board plant exceeded EUR 58 m (LTL 200 m), which became one of the largest investments into production facilities in Lithuania.
Late in 2008, Giriu Bizonas was sold to the Swedish concern IKEA, currently the key purchaser of the production of Vilniaus Baldai. The sale transaction of the 25 percent of shares of Giriu Bizonas generated to Vilniaus Baldai EUR 9.2 m (LTL 31.9 m).

Total investment (2005) - EUR 7.6 m (LTL 26.25 m).
Sold (2008) - EUR 9.2 m (LTL 31.9 m).

Vilniaus Senamiescio Restauravimo Direkcija UAB

Activity – investment into real estate.

In 2004-2005, Invalda Group acquired a 100 percent holding in the private company Vilniaus Senamiescio Restauravimo Direkcija intending to engage in the development of a real estate project in the Uzupis district of Vilnius. Following a targeted restructuring of the company’s operations and after the value of the assets significantly appreciated, in 2008 Invalda Group withdrew from the project.

Total investment (2004-2005) - EUR 0.6 m (LTL 1.98 m).
Sold (2007-2008) - EUR 2.7 m (LTL 9.25 m).

Voltera UAB

Activity – insurance brokerage services.

In 2004, Invalda Group, with a view to expanding its presence in the financial services sector, acquired a 69.42 percent interest in the insurance brokerage firm Voltera. Following some activity expansion operations in 2007 Voltera was sold to its management.

Total investment (2004) - EUR 18,000 (LTL 62,000).
Sold (2007) - EUR 115,800 (LTL 400,000).

Apzeldinimas UAB

Activity – investment into real estate.

In 2005, Invalda Group acquired the 100 percent holding in Apzeldinimas UAB for EUR 0.87 m (LTL 3 m). The key asset of Apzeldinimas then was a plot of land of 9 ha in area in Kaunas. Invalda Group then planned the construction of residential and commercial premises of about 100,000 m ² in area.
In 2006, shares of UAB Apzeldinimas were sold to another investor for EUR 5.1 m (LTL 17.7 m).

Total investment (2005) - EUR 0.87 m (LTL 3 m).
Sold (2006) - EUR 5.1 m (LTL 17.7 m).

Klaipedos Konditerija AB

Activity – production of candies and caramel.

In 2000-2001, Invalda acquired the controlling interest of the candy manufacturer Klaipedos Konditerija AB for EUR 0.7 m (LTL 2.5 m). Four years later for an additional contribution of EUR 0.6m (LTL 1.9 m), Invalda’s shareholding in the company was increased to 100 percent.
The range of production of Klaipedos Konditerija included in excess of 50 types of confectionary products, the company’s daily output – ten tons of different sorts of caramel, dragee and jelly candies. Klaipedos Konditerija production was exported to Latvia, Estonia, USA, Sweden and Japan. The production facilities of Klaipedos Konditerija were located in the centre of the port city, occupying an area of 52 ares on Turgaus Street. A thorough assessment of a long-term prospect suggested that any further development of production in the location was not expedient; besides, the premises used were obsolete and did not meet hygiene requirements. Therefore, Invalda passed the decision to move the production facilities of Klaipedos Konditerija to an industrial region, while the plot of land of 0.5 ha in area in the central part of the city was then acquired by Invalda Group where it launched the project for the construction of a complex total in excess of 2,000 m² in area.
Late in 2006, all shares of AB Klaipedos konditerija were sold to the largest in the Ukraine confectionary producer – the Roshen corporation for EUR 2 m (LTL 6.8 m).

Total investment (2000-2006) - EUR 1.3 (LTL 4.4 m).
Dividends received - EUR 0.16 m (LTL 0.55 m).
Sold (2006) - EUR 2.0 m (LTL 6.8 m).

Vilmakas AB

Activity – manufacturing of wood articles.

In 2004, Invalda Group, for EUR 0.5 m (LTL 1.8 m) acquired a 73.8 percent holding in Vilmakas AB. The company was engaged in the manufacturing of doors and other items of wood. Part of the total output – veneer doors were manufactured under an industrial regime using German equipment and technologies.
After the company was liquidated in 2005, this subsidiary of Invalda was disbursed EUR 0.9 m (LTL 3.2 m).

Total investment (2004) - EUR 0.5 m (LTL 1.8 m).
Sold (2005) - EUR 0.9 m (LTL 3.2 m).

Chemija AB

Activity – wholesale trading in chemical substances.

The company incorporated in 1972 was engaged in the wholesale trading in dyes, lacquers, chemicals, plastic articles, rubber and asbestos items.
In 1992, Invalda acquired shares of Chemija AB for EUR 0.07 m (LTL 0.24 m), and in 1998-2003, it increased its interest to 47 percent having paid an additional contribution of EUR 0.02 m (LTL 0.07 m). In 2004, Invalda sold all its interest in Chemija for EUR 0.6 m (LTL 2.1 m) to a public company Trevesta that, as a result of this acquisition, increased its shareholding to 99.97 percent.

Total investment (1992) - EUR 0.09 m (LTL 0.31 m).
Dividends received - EUR 0.48 m (LTL 1.66 m).
Sold (2004) - EUR 0.6 m (LTL 2.1 m).

Azuolas AB

Activity – production of soft furniture.

The company was established back in 1889 as a sawmill which later on grew into a furniture factory.
In 1992, Invalda acquired the controlling interest of this furniture manufacturer. By 1999, Invalda increased its interest in the company to 58.5 percent, and the total investment into shares of Azuolas AB reached EUR 0.1 m (LTL 0.35 m). Later on, at the initiative of Invalda, the production facilities of the soft furniture manufacturer Azuolas were moved from the central location at Seimyniskiu Street to Visoriai region in Vilnius; then the site of the former furniture plant was used to construct a modern office building IBC, with the total area of office space of 24.6 m².
In 2000, the shares of Azuolas were sold to a strategic investor for EUR 0.6 m (LTL 2.16 m).

Total investment (1992-1999) - EUR 0.1 m (LTL 0.35 m).
Sold (2000) - EUR 0.6 m (LTL 2.16 m).

Nemunas AB

Activity – production of metal ware.

The former State-owned manufacturer of metal ware Nemunas launched the production of wires of different parameters, nails, metal network and other metal articles back in 1952. In 1992, the Company was privatised after its controlling interest was acquired for EUR 0.3 m (LTL 1.1 m) by Invalda. In view of the ongoing changes in the market geography (the shift of export destinations to the West) the company had also to restructure its production facilities. Nemunas launched the production of steel wires and nails according to German and British standards.
In 1998, shares of Nemunas were sold for EUR 1.2 m (LTL 4.2 m) to a Latvian company Monald Metals.

Total investment (1992-1997) - EUR 0.3 m (LTL 1.1 m).
Dividends received - EUR 0.05 m (LTL 0.18 m).
Sold (1998) - EUR 1.2 m (LTL 4.2 m).

Medienos Plausas AB

Activity – manufacturing of soft fibreboards and moulded-fibre packaging.

The company was incorporated in 1956, and in 1992 Invalda acquired 53 percent of shares of Medienos Plausas AB for EUR 0.15 m (LTL 0.52 m). Following the company's privatisation the key task became the modernisation of the equipment operated by Medienos Plausas. In 1997, Medienos Plausas was granted an award of the Lithuanian Confederation of Industrialists for its contribution into the modernisation of production, continuous improvement of working conditions, successful expanding of the production range and its sales markets.
In 1998, Invalda AB sold the shares of Medienos Plausas to SCA Group for EUR 3.8 (LTL 13.1 m). Additional EUR 0.8 m (LTL 2.9 m) was gained from the block of shares sale to another investor.

Total investment (1992) - EUR 0.15 m (LTL 0.52 m).
Dividends received - EUR 0.24 m (LTL 0.83 m).
Sold (1997-1998) - EUR 4.6 m (LTL 16 m).

Other investments

Invalda had been managing shareholdings in Visagino Duona, Birstono Mineraliniai Vandenys, Kedainiu Biochemija, Vilniaus Paukstynas, Zagares Zirgynas, Naujieji Verkiai, Grigiskes, Liejiniai, Jonavos Agroservisas, Sirijus, Lietkabelis, Vilniaus Vingis, Klijai, Rudalita, Senasis Merkurijus, Melioservisas, Galincius, Veruga, Medisteka, Epusis, Staduva, Vilbaldas, and a number of other companies.