Bryan, Garnier & Co advises on the recapitalisation and buy-out of Solving Efeso by its Management and Argos Soditic

Paris/London, November 9th 2010 – Bryan, Garnier & Co, the independent pan-European Investment bank focusing on growth companies, announces the completion of the management buy-out of Solving Efeso with private-equity fund Argos Soditic.

This management buy-out was achieved through the combination of a €20m global equity refinancing of the Company and a takeover bid on the common shares and 2012 convertible bonds. The equity refinancing included a €7.5m capital increase (that took place un June), reserved exclusively for Partners in Action, the holding company controlled by Argos Soditic and Solving Efeso’s Management, that took place in June, followed by a €12.5 rights issue in October. The takeover bid was carried out by Partners in Action from July to September.

Partners in Action now owns 80% of Solving Efeso’s share capital. Solving Efeso remains listed on Eurolist C by Euronext NYSE. 94% of the 2012 convertible bonds have been repaid as a result of the takeover bid.

Bryan, Garnier & Co acted as exclusive Financial Advisor, Bookrunner and Takeover Sponsor Bank.

Founded in 1981, and listed on NYSE Euronext, Solving Efeso is a leading international consultancy services provider in the areas of strategy and organizational change. Solving Efeso operates in more than 50 countries out of 18 offices worldwide, with a highly differentiating knowledge-based methodology. It achieved a turnover of €50m in 2009 with about 20% of the Fortune 500 companies for a substantial part.

Argos Soditic is a leading European private equity investment fund that takes majority equity stakes and supports entrepreneurs in management buy-outs (MBO), management buy-ins (MBI) and spin-offs of medium-sized companies (with sales of €20m to €400m).

Filippo Mantegazza, Chairman of the Management Board of Solving Efeso, declared: “Argos Soditic’s investment in Solving Efeso is a major step for our company. Bolstered by its expertise in strategic consulting and operational performance improvement, its loyal client base and its international exposure, Solving Efeso will now be in a position to resume its expansion in a more secure environment, since the constraint of the redemption of Oceane bonds by end 2011 will have been solved. All the operational executives of the Group and I have found in Argos Soditic a partner that meets our expectations in terms of entrepreneurial approach, knowledge of our business model and capacity to support our growth strategy. We are pleased to welcome this new partner by our side and to commit with it to a profitable and sustained growth.”

Louis Godron, Partner of Argos Soditic, commented: “As clients of Solving Efeso, we have had the opportunity to discover its unique methodology and the superiority of its approach. As investors, we consider that these strong differentiating factors bode well for the future. By freeing the company from the strain of its financial burden, we are convinced we have provided it with the resources it needs to vigorously bounce back. When we were drawing up this transaction with management, which we meant to be amicable, we paid particular attention to giving existing shareholders the option to retain their shares (no compulsory buyback planned), sell them (takeover bid) or participate by our side in the Company’s development (through the €12.5m capital increase with rights).”

Henri Pierre Jeancard, Director at Bryan, Garnier & Co, added: “Solving Efeso is a remarkable business that had been affected by the deteriorated economic context given a fragile financial structure. We managed a very thorough process to select the best potential investors. Argos Soditic stood out as the right financial partner, meeting all the company’s expectations in terms of culture and philosophy, while at the same time providing adequate financial means and demonstrating a definite commitment to growth. We are extremely happy about the positive conclusion of this process.”

Virginie Lazès, Head of Corporate Finance at Bryan, Garnier & Co, completed: “This transaction fully illustrates Bryan, Garnier & Co’s capacity to help finance European growing companies through a large toolbox of advisory and market services.”

For more information, please contact:

Virginie Lazès  Managing Director – Head of Corporate Finance
+33 1 56 68 75 85 | vlazes@bryangarnier.com
Henri-Pierre Jeancard Director – Corporate Finance
+33 1 56 68 75 97 | hpjeancard@bryangarnier.com
Bruno Attali Associate – Corporate Finance
+33 1 56 68 75 22 | battali@bryangarnier.com