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ARCHIVES PRESS REVIEW

12/2006

Finadvance, the investor, has indirectly acquired 61% of Financière de Tourisme, a holding company that is comprised of tour operators such as Exotismes and Clé des Iles (Switzerland)

The Cisneros family, founder of Exotismes, shall keep 39% of Exotismes group, whereas the Teker family and investors such as BNP Paribas Développement, Sofipaca and ID Sud are withdrawing from the group. Specialized in holidays spent in French-speaking islands, the tour operator is located in Marseille, employs 70 people and generated a turnover in the amount of €75M in 2005.

 The legal and tax advisors of the founders are François Perruchot-Triboulet (partner), Clyve Monfredo and Olivier Nett (associates).

12/2006

KP1 was taken over by a British investment funds.

Doughty Hanson, the British investment funds, has taken a share of approximately 75 % in group KP1. Created in 1959, KP1 is a specialist of constructive systems in relation to floors and buildings structures and frameworks, with a specificity: prestressed concrete. KP1 generated in 2005 a turnover amounting to 173 million euros and employs 1,400 people. In 2006, the group intends to reach a consolidated turnover in the amount of 310 million euros. Management has taken advantage of this transaction to increase its share from 11 % to 25 % and announces acquisitions, to be made abroad in priority.

 Legal adviser: BIGNON LEBRAY and ASSOCIES (Lionel Weller, Clyve Monfredo).

12/2006

Garella has opened up 30% of its capital.

Garella, the ready-to-wear clothing company, has opened up its capital to two investors, Naxicap and EPF Partners.

These two investors have taken both a direct and indirect 30% share in Groupe Garella company, Jean-Brice Garella, its president, is keeping 70 % of the shares. The group that is holding and exploiting mainly five female ready-to-wear trademarks, has generated in 2006 a turnover amounting to 46 million euros and intends to stimulate its growth by external growths. It is the first stage of the company’s offensive, whose objective, according to its president is to reach 'the 5th position in the sector thanks to the short-term acquisition of two complementary trademarks that will enable us to be stronger internationally and to double the size of our company.'

The transferor was advised by Clyve Monfredo and Loïc Pellegrino (legal matters) and by Lionel Weller (partner) and Christophe Lestringant (tax matters).

12/2006

 IKB is financing 2 wind farms in France for a total amount of 25 million euros.

IKB Deutsche Industriebank AG signed two loan agreements in the amount of €12,500,000 each that will allow the financing of two wind farms located in Eastern France, each comprised of 4 aerogenerators, by Les Moulins de Boulay (a subsidiary of Poweo) on the one hand, and by Ferme Eolienne de Welling (a company owned by Boreas and Perfect Wind, a subsidiary of Iberdrola, a Spanish group) on the other hand.

IKB Deutsche Industriebank AG, a German bank, is involved in the long-term financing of companies. Established in Paris since 1999 with a branch office, it notably accompanies its clients in the financing of various projects.

Such operations fall within the scope of the financing of projects in the sector of renewable energy in France.

IKB Deutsche Industriebank AG was advised by BIGNON LEBRAY & ASSOCIES (Public law: Alain Vamour and Paul-Guillaume Balay; Real Estate law: Hubert Andrès; Banking law: Laurence Defontaine and Elisabeth Prigent; Corporate law: Jacques Goyet and Claire Baufine-Ducrocq).

Poweo was advised by Thierry Carré, attorney-at-law, Perfect Wind by Lovells (Baptiste Gelpi and Karen Bortolotti) and Boreas by Ernst & Young, law firm (Corporate law: Jean-Christophe Sabourin; Tax law: Joël Fischer; Banking law: Serge Durox and Thibault Deraison).

10/2006

France Télecom has acquired 72% of Diwan Group.

Specialized in the integration of networks safety, and management of information systems, Groupe Diwan has 280 employees, and generated a turnover of 36 M€ in 2005 (the objective is to reach 50 M€ in 2006), for a net income of 1,1 M€.

Groupe Diwan is listed on Alternext. Groupe Diwan is composed of Dynetcom, an integrator specialized in the safety of the information system and Unidirect, a specialist in systems safety. JP Technologies, acquired in January 2006 came to supplement the offer of Diwan on the voice on IP and voice-data convergence. In order to accelerate its diversification, the enterprise branch of France Telecom repurchased 72% of Diwan for a total amount of 28.2 M€, at the price of 41.97 euros per share, which sets the valuation of Diwan Group at 39.2 M€.

The purchaser’s counsel - accounting due diligence: KPMG (Pascal Bonnet, David Espitallier); legal advisor: Fried Frank (Eric Cafritz, Laurent Assaya). The Seller’s counsels - financial: Financière Cambon (David Salabi, Mostapha Bouras); legal advisor: Bignon Lebray & Associés (Christophe Cochet, Marie Benoit-Gonin).

10/2006

Miyowa has raised 3M€.

Miyowa, the European leader of instant message services for mobile phones, has raised 3M€ from investors such as Techfund and Sophia Eurolab (up to the amount of 1,5M€ each).

The funds raised should enable this start-up of 30 employees to accelerate its growth, in particular in the United States. Started in 2003 and based in Paris, Miyowa has created the first generic technology to access instant message services on mobile phones, compatible with current standards known as: MoveMessenger™. Its activity of design and development is carried on from its offices located in Marseille. Miyowa has also set up a development team in Bangkok.

François Perruchot-Triboulet, partner, and Loïc Pellegrino, associate, have been advising the company.

10/2006

Inside Contactless has raised an additional amount of 25M US dollars.

Inside Contactless has raised an additional amount of 25M US dollars from investors such as Total Granite Ventures (a US venture capitalist), EuroUS Ventures (a new investor) and historical investors such as Sofinnova Partners, Visa International, Vertex, Siparex and GIMV.

Specialized in the design of contactless chips, Inside Contactless is located in Aix-in-Provence, posts a 9.5M€ turnover and employs approximately fifty people. The amounts collected shall be used for accelerating its development on certain markets (contactless payment and access control) and reinforcing its structure, especially in the United States and Asia.

François Perruchot-Triboulet (partner), Clyve Monfredo and Loïc Pellegrino (associates) have been advising the company.

10/2006

Innova Card has raised 5 M€

2nd financial pool for Innova Card which has raised 5 M€

Innova Card, a start-up company created in 2002 and located in La Ciotat, is specialized in the development and design of security solutions for chip card systems. The company that has 25 employees, is forecasting a sales turnover that should amount to 1.4 M€ for 2006 to strike a balance in two years. Innova Card is strengthening its capital structure with a 2nd financial pool at 5 M€: contribution in the amount of 2.5 M€ from its historical investors (Siparex Ventures, LC Capital and Innovacom) and a few businesses angels, along with 2.5 M€ from a newcomer, Vivéris Management, an investor from Marseille.

Bignon Lebray & Associés (François Perruchot-Triboulet, partner, and Corinne Maquenne) have advised the company.

07/2006

The Compagnie d'Armateur Fluvial et Maritime.

On July 5, 2006, the Compagnie d'Armateur Fluvial et Maritime, which was advised by Bignon Lebray & Associés, leased a boat called 'Rivière Seine' (financed through a leasing agreement). This boat will be exploited by Yachts de Paris, the sub-lessee of 'Compagnie d'Armateur Fluvial et Maritime.

06/2006

Ambrilia Biopharma Acquires Cellpep’s Outstanding Securities

On March 1, 2006, Ambrilia Biopharma Inc. (formerly Procyon Biopharma Inc.), a biotechnology company listed on the Toronto Stock Exchange and developing innovative therapeutics in the fields of cancer and HIV/AIDS, completed its acquisition of over 96 per cent of all outstanding securities of Cellpep S.A., a French private biotechnology company developing therapeutics in oncology and infectious diseases, in exchange for the issuance of 116,571,145 common shares valued at $39.1 million. Ambrilia also completed a concurrent $14 million special warrant private placement, which was sold on a best effort basis by Dundee Securities Corporation, as lead agent, together with Loewen, Ondaatje, McCutcheon Limited and Desjardins Securities Inc., as well as a $3.9 million similar financing with certain shareholders of Cellpep.

Ambrilia was represented in-house by Richard La Rue, vice-president legal affairs, human resources and general secretary, and in Canada by BCF LLP with a team led by Pierre Dozois that included Julie Doré (corporate), Jean-Pierre Huard, Pascal de Guise and François Brabant (securities), Ronald S. Kosie, Jean-Nicolas Delage, Janique Forget and MarieJosée Lapointe (intellectual property) and Robert Korne (tax). In France, Ambrilia was represented by Bignon Lebray & Associés with a team led by Jacques Goyet, on the corporate aspects including Claire Baufine-Ducrocq, Corinne Cuenca and led by Céline Rang on the HR and tax aspects including Sebastien Rodriguez. Cellpep was represented in France by Guillaume de Ternay of Lamartine Conseil, and in Canada by Paul Asselin. Dundee Securities was represented by Borden Ladner Gervais LLP with a team led by Fred Enns that included Kathleen Marsman (intellectual property), Peter Casey and Neil Hazan (corporate) and Élise Renaud (securities). Business Development Bank of Canada, the lead investor, was represented by Patrick Boucher of McCarthy Tétrault LLP.

04/2006

Capital raised at OPI

OPI raised an additional amount of capital that totaled 4,5 Million Euros on March 20, 2006. The investment was carried out by the shareholders of the company, namely such funds as Spef Venture, Siparex, Sofimac, Innoveris, CDC SME, Biomérieux, Rhone Alpes Création and Sudinnova. These funds will enable OPI to pursue its development.

Founded and directed since 1999 by Mr. Gilles Alberici, OPI is a European biopharmaceutical company, based in Dardilly, and whose mission is to develop and put drugs on the market that are intended for the treatment of rare and serious illnesses.

OPI was advised by Gilles Bazaille and Yan Freyria-Courteous, from Bignon Lebray & Associés law firm, which has accompanied OPI in its development since 2002 (external growth, co-operation and distribution contracts).

02/2006

BIGNON LEBRAY & ASSOCIES advises the shareholders of GP Entreprise

BIGNON LEBRAY & ASSOCIES advises the shareholders of GP Entreprise in the transfer of 100% of the share capital of the aforementioned company to Shell Pétrochimie Méditerranée. GP Entreprise holds 49% of the share capital of SN2A, as Shell Pétrochimie Méditerranée is already holding the last 51%.
The sellers of GP Entreprise were advised by François Triboulet-Perruchot, Clyve Monfredo and Loïc Pellegrino

01/2006

Groupe DIWAN takes over JP Technologies

Groupe Diwan, a computer engineering service provider listed on Alternex, which specialises in systems and networks’ security and management, takes over JP Technologies, a IP-telephony solutions integrator and call-center developer. Sixty percent of this transaction - which amounts approximately to 4 million euros - is financed by loan, and forty percent by shareholder’s equity. This takeover follows the acquisition of Dynetcom in 2005 ; an increase in Groupe Diwan’s capital is planned for 2006. Groupe Diwan employs 260 people today. In 2005, its consolidated sales’ turnover amounted to 35 million euros –(which should reach 50 million euros in 2006). Counsels: for Diwan, Bignon Lebray & Associés (Christophe Cochet, partner) and for JP Technologies: Ideact (Patrick Mockovitch, partner).

12/2005

Silliker Group Corporation acquired the Clabo Conseil

On November 15th 2005, Silliker Group Corporation, based in Chicago, acquired the Clabo Conseil laboratory from its managers and founders, and funds managed by Edmond de Rothschild Partners, Fortis PE France, Matignon Investissement et Gestion, Croissance Nord-Pas-de-Calais and BNP PE. Clabo Conseil, which sprang from the grouping of seven regional laboratories, employs 530 persons, and had a turnover of 26 millions euros in 2005. Silliker Group, which is present on the French market through its subsidiary Silliker SAS, becomes the French leader of analyse and consultancy in the field of food safety and quality. Silliker Group is advised by Bignon Lebray et Associés : Gilles Bazaille, partner, Yan Freyria-Courtois and Marie Benoit-Gonin for juridical matters and the operation’s coordination, and Jean-Philippe Passanante, partner, for labour law issues.

12/2005

The “Charles Armand” company is refinanced and merges with the “Tassos” company, specialised in see products.

The company “Européenne de la Mer” (which belongs the Charles Armand group) purchased the company “Les Produits Franco-Helleniques” from its founders. The latter company, which distributes the “Tassos” brand, produces tarama, blinis, and Greek specialities. The newly formed group consists of 300 persons in total, spread out over three sites. Transferors’ juridical Counsel : Bignon Lebray et Associés (Jacques Goyet, Emmanuel Dudouet and Claire Baufine-Ducrocq), Transferors’ financial Counsel : SODICA ( Philippe Maitre), Buyers’ Counsel : Lamartine Conseil (Olivier Renault, Sophie Marchand)

11/2005

 The Lafuma group purchases Oxbow for 54 M€

The Lafuma group purchases Oxbow for 54 M€ The transfer concerned 63.5% of the company’s capital, held by Teahupoo (a subsidiary of the EuroknightsIV fund) and its managers. The offer price for each share was 10.75 euros, a premium of 25%, compared with the valuation in the first earnings report in July 2005. The value of ? is now 25.47 million euros.The purchase price for this operation was 54 million euros. The acquisition was made through a take-over bid on the rest of the shares on mid-June 2005, in order to withdraw Oxbow from the quotation.The operation, entirely financed through debt, creates a group with a turnover of 240 million euros.
The Lafuma group is advised by BLA (Corinne Malapert, partner in the Lyon office, Emmanuel du Douet, partner in the Paris office, Bénédicte de Carlan of the Lyon office, and Yann Freyria of the Lyon office).

09/2005

 The media team of Bignon Lebray & Associés is headed by Anne-Marie Pecoraro.

The media team of Bignon Lebray & Associés is headed by Anne-Marie Pecoraro.
“Well known in the music field, she also has a team with which she intervenes in the areas of television, cinema, press and publishing.

08/2005

The American publisher of software for computer-assisted design, acquired the French company Solid Dynamics

On 19 August 2005, Autodesk, the American publisher of software for computer-assisted design, acquired the French company Solid Dynamics for a price which has not been publicly revealed. Created in 1992 and based in Roanne, Solid dynamics specialises in the development and sale of software for 3D simulation used for the design of products in areas as wide-ranging as aeronautics, automobiles, electromechanical engineering and public works. The turnover of Solid Dynamics in 2003 was 1.07 million Euros, 26% up from the previous year. Autodesk will incorporate Solid Dynamics’ technology in its future software. The adviser to the managers and shareholders of solid dynamics were Gilles Bazaille and Yan Freyria.
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