Levon Resources Ltd. Announces Definitive Agreement to Acquire SciVac Ltd.

From: Marketwire – Canada

Mar-20-2015 8:30 AM

VANCOUVER, BRITISH COLUMBIA–(Marketwired – March 20, 2015) –
Levon Resources Ltd. (“Levon”) (TSX:LVN)(OTCQX:LVNVF)
(BERLIN:LO9)(FRANKFURT:LO9) and SciVac Ltd. (“SciVac”)
announced today that they have entered into an arrangement
agreement pursuant to which Levon will acquire 100% of the issued
and outstanding ordinary shares of SciVac by way of a court-approved
plan of arrangement (the “Arrangement”).

“I am excited to announce this transaction with SciVac, as I believe
it will generate tremendous value for Levon shareholders,” stated Ron
Tremblay, President and Chief Executive Officer of Levon. “In a difficult
market for resource issuers, we have chosen to preserve capital while
seeking to identify alternatives to create shareholder value. The
acquisition of SciVac gives Levon ownership of Sci-B-Vac(TM), a
commercial stage, potentially best in class hepatitis B vaccine which
could address a significant market opportunity. Levon shareholders will
also maintain an interest in Levon’s existing business and assets by
receiving shares of a newly formed company which will hold Levon’s
existing resource assets.”

Pursuant to the Arrangement, Levon shareholders will receive one new
common share of Levon (each a “New Levon Share”) and 0.5 of a
commonshare (each, a “Spinco Share”) of 1027949 BC Ltd., a newly
formedexploration company (“Spinco”) in exchange for each common
share of Levon (each a “Levon Share”) held by them. Upon closing
of the Arrangement, Levon shareholders will hold 100% of the
issued and understanding Spinco Shares and 31.6% of the issued and
outstanding New Levon Shares, with the former holders of SciVac
Shares holding the remaining 68.4% of the issued and outstanding
New Levon Shares.

In addition to acquiring all of the issued and outstanding shares
of SciVac, Levon will retain CAD $27 million in cash. All other
assets and liabilities of Levon will be transferred to or will be
assumed by Spinco. At the closing of the Arrangement, Levon expects
that in addition to holding all of Levon’s mineral properties,
including Levon’s flagship Cordero Project, SpinCo will have
approximately $20.1M in working capital, including approximately
$3M in cash, a $1.1M convertible debenture as well as 35,178,572
shares of Pershing Gold Corporation with current estimated value
of $16M. SpinCo will also hold a $2M Mexican value added tax
receivable that Levon expects will be recovered. The total of 22.1M
represents approximately 48% of Levon’s working capital as at
December 31, 2014.

“SciVac is pleased to announce this transaction with Levon in furtherance
of our goal of expanding market opportunities for SciVac products in
development, including Sci-B-Vac, our third-generation hepatitis B
vaccine,” said Dr. Curtis Lockshin, Chief Executive Officer for SciVac.
“Sci-B-Vac has already been approved in several countries, including
Israel, where it has been provided to hundreds of thousands of newborn
children. We intend to pursue marketing approvals for Sci-B-Vac in the
United States and other territories worldwide, initially focused on
at-risk populations such as End-Stage Renal Disease and HIV patients.
In addition, we believe the transaction will permit SciVac to cultivate
a pipeline of other therapeutics, utilizing novel treatment approaches
in various disease areas with unmet needs.”

SciVac is currently a privately owned company, of which approximately
45% of the shares are owned by OPKO Health, Inc. (NYSE:OPK).
OPKO’s CEO and Chairman, Dr. Phillip Frost, commented, “This
transaction with Levon presented an opportunity to unlock meaningful
value for OPKO shareholders via OPKO’s ownership interest in SciVac.
SciVac is a commercial-stage biotech leader in protein engineering whose
flagship product, Sci-B-Vac, is a superior next generation hepatitis
B vaccine. Sci-B-Vac has received approval for use in ten countries
including Israel, where it captures half the market for neonatal
hepatitis B vaccinations, and is offered to adults who do not respond
to competing hepatitis B vaccines. It appears positioned to expand
the billion dollar global hepatitis B vaccine market upon successful
completion of the FDA approval process.”

The board of directors of Levon has unanimously approved the
transaction and all directors and officers of Levon, collectively
holding approximately 10.08% of the number of Levon Shares and
76.94% of the number of options to purchase Levon Shares
(the “Levon Options”) anticipated to be entitled to vote at a special
meeting to consider the Arrangement, have agreed to vote in favour
of the Arrangement.

Arrangement Details

The Arrangement will be effected by way of a court-approved plan
of arrangement and will require the approval of at least 2/3 of the
votes cast by Levon’s shareholders and optionholders at a special
meeting expected to take place in April 2015 (the “Meeting”). The
transaction is also subject to applicable regulatory approvals,
including approval of the TSX, and the satisfaction of certain closing
conditions customary in transactions of this nature.

The Arrangement will result, through a series of transactions, in:

—  Levon shareholders receiving one New Levon Share and 0.5 of a
Spinco

Share for each Levon share currently held by them;

—  holders of SciVac Shares receiving that number of New Levon
Shares

representing 68.4% of the issued and outstanding New Levon Shares in

exchange for the acquisition by Levon of all of the issued and

outstanding SciVac Shares;

—  the change of Levon’s name to “SciVac Inc.”; and

—  the change of Spinco’s name to “Levon Resources Ltd.”

Holders of outstanding Levon stock options may exercise their
options until the effective time of the Arrangement, at which time
they will be cancelled.

On completion of the Arrangement, Spinco will own and operate
the existing business of Levon and Levon will own and operate
the existing business of SciVac. Levon shareholders who receive
New Levon Shares and Spinco Shares under the Arrangement will hold
100% of the issued and outstanding Spinco Shares and 31.6% of the
issued and outstanding New Levon Shares, with the former holders
of SciVac Shares holding the remaining 68.4% of the issued and
outstanding New Levon Shares.

After taking into consideration, among other things, the terms of
the Arrangement, the unanimous recommendation of a special committee
of Levon directors established to review the Arrangement and discussions
with its legal and financial advisors, Levon’s board of directors has
unanimously concluded that the Arrangement is in the best interests of
Levon and has approved the Arrangement. Levon’s board of directors
intends to recommend in the management information circular to be mailed
in connection with the Meeting that Levon’s shareholders and optionholders
vote in favour of the Arrangement.

Subject to SciVac’s right to match, Levon’s board of directors may
terminate the arrangement agreement in favour of an unsolicited
superior proposal upon payment of a US$1 million break fee to SciVac.

Advisors

Levon’s legal counsel is Stikeman Elliott LLP and Dorsey &
Whitney LLP. Cassel Salpeter & Co., LLC is Levon’s financial advisor.

About Levon Resources Ltd.

Levon is a gold and precious metals exploration Company, exploring the
company’s 100% owned flagship Cordero bulk tonnage silver, gold, zinc,
and lead project near Hidalgo Del Parral, Chihuahua, Mexico.

About SciVac Ltd.

SciVac Ltd., headquartered in Rehovot Israel, is in the business of
developing, producing and marketing biological products for human
healthcare. SciVac’s flagship product Sci-B-Vac is a recombinant 3rd
generation hepatitis B vaccine. SciVac also offers contract development
and manufacturing services to the life sciences and biotechnology
markets.

ON BEHALF OF THE BOARD

Ron Tremblay, President and Chief Executive Officer

Safe Harbour Statement – This news release contains “forward-looking
information” and “forward-looking statements” (together, the
“forward-looking statements”) within the meaning of applicable
securities laws and the United States Private Securities Litigation
Reform Act of 1995. These forward-looking statements, include,
but are not limited to, statements regarding the completion of
the Arrangement and the various steps thereto, the mailing of
a management information circular in connection with the Meeting and
the holding of the Meeting and are made as of the date of this news
release. Readers are cautioned not to place undue reliance on
forward-looking statements, as there can be no assurance that the
future circumstances, outcomes or results anticipated in or implied
by such forward-looking statements will occur or that plans, intentions
or expectations upon which the forward-looking statements are based
will occur. While we have based these forward-looking statements on our
expectations about future events as at the date that such statements were
prepared, the statements are not a guarantee that such future events
will occur and are subject to risks, uncertainties, assumptions
and other factors which could cause events or outcomes to differ
materially from those expressed or implied by such forward-looking
statements.

Neither the Toronto Stock Exchange (“TSX”) nor its Regulation Services
Provider (as that term is defined in the policies of the TSX)
accepts responsibility for the adequacy or accuracy of this release.
The securities to be issued pursuant to the Arrangement have not been and
will not be registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or the securities laws of any state
of the United States and may not be offered or sold absent such
registration or an available exemption from such registration requirements.
The securities in the Arrangement are anticipated to be offered and sold
pursuant to the exemption from registration under Section 3(a)(10) of
the U.S.Securities Act and pursuant to similar exemptions under any
applicable securities laws of any state of the United States. This press
release does not constitute an offer to sell or the solicitation of an
offer to buy any of the securities.

FOR FURTHER INFORMATION PLEASE CONTACT:

Levon Resources Ltd.

Investor Relations

Direct: 604-682-2991

ir@levon.comLevon Resources Ltd.Ron Tremblay

President and Chief Executive Officer

604-682-3701

www.levon.com

Source: Levon Resources Ltd.

 

Reflecting on 2014, Thoughts on 2015

 
“The person who says that it cannot be done should not interrupt the person who is doing it.” 

– Ancient Chinese Proverb

 

At Cassel Salpeter & Co., we have been getting it done for years in the most interesting of times.

Reflecting on 2014, Thoughts for 2015

As 2015 begins, it is important to reflect on the past year, evaluate our performance, and take the necessary steps to ensure that we are best prepared for things to come.

The good news: Things are looking bright on a national level. Despite a volatile stock market and challenging international situations in 2014, we are excited that 2014 helped to position us for a strong 2015. Today, the market is creating opportunities to sell your company or raise capital.

Moreover, in our backyard, Florida continues to gain increasing importance as a hub for investment, deal activity, technology and general business growth. There are many opportunities to take advantage of this resurgent climate and position your business for continued growth.

 

Cassel Salpeter & Co. Celebrates
Another Strong Year

 

For the team at Cassel Salpeter & Co., 2014 was another strong year. Thanks to our valued clients, partners and other friends for continuing to make possible our continued growth and success.

 

Some highlights included:

  • Successfully handled more than 50 assignments in a broad range of industries, including healthcare, financial services, business services, retail, technology, and industrial. Our team worked on behalf of family businesses, financial sponsors, public companies, boards of directors and special committees.
  • Published the Florida PE Deal Report: View of Florida, a semi-annual report recapping PE deal flow in Florida. Click here to view.
  • James Cassel continued to share his subject-matter expertise as a middle-market columnist for The Miami Herald.  He also was featured in a spectrum of local and national media, including: Bloomberg, American Banker, The Deal; Mergers & Acquisitions Magazine, Daily Business Review, and Florida Trend.
Changes in 2015 to Watch That May 
Impact Your Business

There is a high likelihood that changes in 2015 in interest rates, unemployment rates, demand curves, and the prices of oil, real estate, and health care will affect your business in one way or another.

No matter what vertical your business operates in, 2015 presents a strong market for sellers with more buyers than sellers in the market as well as attractive financing options available for buyers. However, it’s important for middle-market business owners to keep a close pulse on these key changes in order to protect their best interest and ensure their businesses are in the strongest position in 2015. As always, it’s important to consult trusted professionals with subject-matter expertise who can help develop the right strategic plans to overcome the obstacles and seize the opportunities.

 

Click here to read James Cassel’s article about this topic, which was published on January 19, 2015, in The Miami Herald.

Contact Cassel Salpeter & Co. Today

At Cassel Salpeter & Co., we are excited about the growing demand for our guidance from middle-market and emerging growth companies in the U.S. and worldwide related to mergers and acquisitions, capital raising, fairness & solvency, valuations, restructurings, and general advisory services.

Please feel free to contact us today to learn more about how we can help you.
 
 
About Cassel Salpeter & Co.   

 

Cassel Salpeter & Co. is an independent investment banking firm that provides advice to middle market and emerging growth companies in the U.S. and worldwide. Together, its professionals have more than 50 years of experience providing private and public companies with a broad spectrum of investment banking and financial advisory services, including: mergers and acquisitions; equity and debt capital raises; fairness and solvency opinions; valuations; and restructurings, such as 363 sales and plans of reorganization.

Co-founded by James Cassel and Scott Salpeter, the firm provides objective, unbiased, results-focused services that clients need to achieve their goals. Personally involved at every stage of all engagements, its senior partners have forged relationships and completed hundreds of transactions and assignments nationwide. The firm’s headquarters are in Miami. Member FINRA and SIPC. More information is available at www.casselsalpeter.com.  
Contact Our Team Members  

Why Florida is the 5th-best state for entrepreneurs

To view the original article, click here.

By Celia Ampel
December 22, 2014

Florida is one of the best states to start a business, according to a Small Business & Entrepreneurship Council report released this month.

Ranjini Chandirakanthan Director

Ranjini Chandirakanthan Director

The state ranked fifth for its entrepreneur-friendly policies, after South Dakota, Nevada, Texas and Wyoming. The Washington D.C.-based nonpartisan research organization ranked states based on small business-related taxes, regulatory environment and government spending.”From a federal and state tax standpoint, [Florida is] a very attractive place to start businesses, or frankly, to relocate businesses,” said Jim Cassel, chairman and co-founder of Miami investment banking firm Cassel Salpeter & Co.

After all, the state doesn’t take personal income tax, estate tax or inheritance tax — but that’s just one piece of what will draw entrepreneurs to Florida in 2015, Cassel said.

Here are three reasons South Florida entrepreneurship experts believe small businesses will grow here in the coming year:

Venture capital and angel investors are moving in.

This year, venture capital firms Scout Ventures and Richmond Global Ventures opened offices in Miami, demonstrating national and international interest in the South Florida startup scene.
But that’s just the beginning, Florida Venture Forum President Kevin Burgoyne said.

“Just in the last three weeks, I’ve had meetings with four different venture investors who are in the process of opening offices in Miami,” he said.

As more investors set up shop in South Florida, there will be less reason for startups to move outside the state, Burgoyne said.
“There’s always been a little bit of money in South Florida,” he said. “But money that is willing to invest in early- and mid-stage companies often comes from outside the state, and there is an increasing amount of money that is based here in Florida. That’s very encouraging.”

South Florida entrepreneurs have more resources than ever before.

It’s more than just money, said Ranjini Chandirakanthan, who leads the technology practice at Cassel Salpeter & Co. South Florida entrepreneurs have more access to mentorship, workspace and other resources than ever.

“Money, culture [and] access to human capital all make an ecosystem,” she said. “And I think it’s here. For the savvy entrepreneur with a great idea, I think it’s easier to tap into that network here.”
Coworking spaces like the LAB Miami, accelerators such as Venture Hive and scores of other organizations and events have helped change the landscape for local startups, Burgoyne said.

“It really is just remarkable what resources are available — in almost all cases, at little or no cost to an entrepreneur,” he said.

Local universities are training the next generation to think like entrepreneurs.

South Florida’s universities are focusing resources on entrepreneurship through startup resource centers and world-class researchers, Cassel said.

Florida Atlantic University opened its Tech Runway accelerator this year, while Miami Dade College announced plans for its Idea Center.
Opko Health CEO Dr. Phillip Frost has also put his checkbook into recruiting top-notch researchers to the area, Cassel said.

“Unlike LeBron, they really do bring their talents to South Beach and stay,” he said.

Tiger Media Announces Agreement to Acquire Interactive Data, LLC

From: Business Wire

Dec-15-2014 8:00 AM

Publicly traded Media Company to enter U.S. data fusion market
through strategic acquisition

SHANGHAI & ATLANTA–(BUSINESS WIRE)–
Tiger Media, Inc. (“Tiger Media” or the “Company”) (NYSE MKT: IDI), a
Shanghai-based multi-platform media company, today announced that it has
entered into a definitive agreement to acquire The Best One, Inc.
(“TBO”), parent company of U.S.-based data solutions provider
Interactive Data, LLC (“Interactive Data”) (the “Acquisition”).
Interactive Data is headquartered in Atlanta, GA and has its primary
technology office in Seattle, WA.

Interactive Data’s recently expanded management team has been executing
on an aggressive growth plan in a multi-billion dollar market of risk
management and marketing data solutions. The Acquisition will give the
integrated company a strong foothold in the data fusion industry with a
management team that has helped mold the entire sector.

“As a founding shareholder of Tiger Media, Inc., I am enthusiastic to
enter into the rapidly growing, multi-billion dollar industry of data
fusion,” said Dr. Phillip Frost, CEO and Chairman of OPKO Health, Inc.
(NYSE:OPK), and Tiger Media’s largest beneficial owner. “The
impressive track record of TBO’s management team in building the
dominant companies in this industry speaks for itself, and I believe
this will be a major player in the space.”

Commenting on the Acquisition, Robert Fried, Chairman of Tiger Media
stated, “We are excited to acquire TBO. We were looking for a U.S.
partner who would also be able to expand our China operations. We
believe this Acquisition with TBO will give our shareholders an
excellent opportunity to realize increased value on their investment.”

TBO’s executive leadership represents over half a century of combined
experience in the industry and is led by Chairman Michael Brauser. An
investor and operator in the data fusion market since its infancy, Mr.
Brauser has built market leading companies with revenues totaling over
$2 billion.

Chief Scientific Officer of TBO, Ole Poulsen, was primary systems
architect of the data fusion industry’s leading products. The products
that Mr. Poulsen designed led to the sales of multiple companies
totaling over $1 billion in the aggregate.

Under the terms of the merger agreement, current shareholders of Tiger
Media and TBO will own approximately 34% and 66% of the combined
company, respectively, following the Acquisition. Approximately 65% of
the shares to be issued to TBO shareholders in the Acquisition will be
non-voting preferred stock, and 30% of those shares will only be issued
upon achievement of certain revenue targets. The Acquisition is expected
to close in the first quarter of 2015, is subject to customary
conditions to closing as detailed in the merger agreement, as well as
the affirmative vote of a majority of the outstanding shares of Tiger
Media entitled to vote.

In connection with the Acquisition, Tiger Media will be redomesticating
as a Delaware company. The affirmative vote of 2/3 of the votes cast at
the Tiger Media meeting will be required for domestication in Delaware.
The structure of the transaction will be in the form of an acquisition
with TBO merging into a wholly-owned subsidiary of Tiger Media, with the
Tiger Media subsidiary as the surviving corporation that will now be
headquartered in Atlanta, GA.

Following the Acquisition, Derek Dubner, CEO of TBO, will join Tiger
Media as Co-CEO along with Peter Tan, current CEO of Tiger Media. Robert
Fried will remain Chairman of the Board. Also, following the
Acquisition, Derek Dubner and Daniel MacLachlan will join the Tiger
Media Board, increasing the Tiger Media Board from five members to seven
members.

Cassel Salpeter is acting as financial advisor and Akerman LLP is acting as legal counsel to Tiger Media. Nason Yeager is acting as legal counsel to TBO.

About Tiger Media, Inc.

Tiger Media is a leading Shanghai-based multi-platform media company in
China which provides advertising services in the out-of-home advertising
industry, including iScreen Outdoor LCD screens, billboards and street
furniture. Tiger Media’s network of street level LCD screen displays,
which captivate eye-level awareness, is complemented by outdoor
billboards which are mostly built on rooftops with good visibility from
far distances. Tiger Media’s network attracts advertising clients from a
wide range of industries including telecommunications, insurance and
banking, automobile, electronics and fast moving consumer goods. Learn
more at www.tigermedia.com.

About Interactive Data, LLC
Interactive Data is a data solutions provider, historically delivering
data products and services to the Accounts Receivable Management (ARM)
industry for location and identity verification, legislative compliance
and debt recovery for over a decade. Interactive Data has served a niche
segment of the risk management industry, consisting of collection
agencies, collection law firms, and debt buyers. Interactive Data has
recently expanded the executive leadership team, adding significant
industry experience. Immediate capital infusion drives an enhancement
and broadening of current offerings as well as expansion into new
markets and services. Learn more at www.id-info.com.

FORWARD LOOKING STATEMENTS
This press release contains “forward-looking statements,” as that term
is defined under the Private Securities Litigation Reform Act of 1995
(PSLRA), which statements may be identified by words such as “expects,”
“plans,” “projects,” “will,” “may,” “anticipate,” “believes,” “should,”
“intends,” “estimates,” and other words of similar meaning. Such forward
looking statements include statements about the anticipated benefits of
combining Tiger Media and TBO, expectations for closing the Acquisition,
as well as other non-historical statements about our expectations,
beliefs or intentions regarding our business, technologies and products,
financial condition, strategies or prospects. There are a number of
important factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements,
including: the ability of each of Tiger Media and TBO to satisfy the
closing conditions and consummate the transaction, including Tiger Media
obtaining the required shareholder approvals; the risk that the business
of TBO may not be integrated successfully; the risk that the transaction
may involve unexpected costs or unexpected liabilities; the risk that
synergies from the transaction may not be fully realized or may take
longer to realize than expected; and the other risks set forth in Tiger
Media’s Annual Report on Form 20-F, filed with the SEC on March 31,
2014, as well as the other factors described in the filings that Tiger
Media makes with the SEC from time to time.
The forward-looking statements contained in this press release speak
only as of the date the statements were made, and we do not undertake
any obligation to update forward-looking statements, except as required
under applicable law. We intend that all forward-looking statements be
subject to the safe-harbor provisions of the PSLRA.

ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction. In connection with the proposed Acquisition, Tiger
Media will file with the Securities and Exchange Commission (the “SEC”)
a proxy statement in connection with a Special Meeting of its
shareholders. SHAREHOLDERS OF TIGER MEDIA ARE URGED TO READ THE PROXY
STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE,
AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders of Tiger Media will be able to
obtain a copy of the proxy statement, as well as other filings
containing information about Tiger Media and TBO, without charge, at the
SEC’s website (www.sec.gov).
Shareholders of Tiger Media may also obtain copies of all documents
filed with the SEC, without charge, by directing a request to Tiger
Media, Inc., ir@tigermedia.com.

PARTICIPANTS IN THE MERGER SOLICITATION

Tiger Media and its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from Tiger Media shareholders in connection with
the proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation
of Tiger Media’s shareholders in connection with the proposed
transaction will be set forth in the proxy statement when it is filed
with the SEC. Also, information about Tiger Media’s directors and
executive officers is set forth in its Notice for Annual General Meeting
of Shareholders, which was filed with the SEC on November 19, 2014, and
its Annual Report on Form 20-F for the year ended December 31, 2013,
filed with the SEC on March 31, 2014, respectively. These documents are
available free of charge at the SEC’s website at www.sec.gov,
or by going to Tiger Media’s Investor Relations page on its corporate
website at www.tigermedia.com.

Hiring, training and managing employees for outstanding results

To view the original article click here.cassel

By James S. Cassel
Special to the Miami Herald
December 14, 2014

 

Although most business owners recognize that success depends in great measure on their employees, many do not fully understand how to hire the right team members and train and empower them to perform at their peak.

If you want to build a world-class company that will last, and you rely on human assets to achieve success, it’s important for you to correlate your business goals to the types of team members you need to help you succeed.

For example, this means much more than employing accountants at your accounting firm — it requires identifying your key performance indicators, the quantifiable values and skills that rise and fall with your business success, and making strategic hiring decisions based on these considerations.

 

If your customers spend more in months when you’re receiving high customer service satisfaction ratings, then you should be hiring team members with phenomenal customer service skills as well as technical knowledge.

In most cases it will not be so obvious, and even when it is, how do you gauge customer service skills based on résumés and interviews? You may be better served to rely on tools such as skills and aptitude tests. There are many to choose from.

For example, Publix is widely renowned for its customer service, and that’s no mistake — when applying for a job there, applicants complete aptitude tests that assess how they might react in different customer service situations. This process determines those applicants who already have certain predilections that correlate with strong service.

For more active or specialized recruiting efforts, keep in mind that your prospects’ personal lives should be compatible with the professional lives they’re expected to maintain. When recruiting managers, directors and C-level executives, watch closely: personal demeanor can typically reveal a good deal about what type of professionals they are. You might consider having dinner with prospects to observe how they treat their spouses or significant others.

Curious about how a potential executive might manage your team? Pay attention to how he or she treats the waiter or his or her significant other in a restaurant. A condescending or overbearing guest in a restaurant is not likely to behave much differently at work, and those kinds of personalities can poison employee sentiment. All it takes is one rude or self-absorbed person with an inch of authority over other team members to create a toxic atmosphere. This rule of thumb has been vouched for by so many CEOs that it’s become known as the Waiter Observation.

Furthermore, create a positive work environment with rewards and incentives that are customized to your team members. Some associates respond best to monetary incentives, and there’s nothing wrong with that. It doesn’t necessarily mean they only care about money, or that they care about what they earn more than they care about doing a good job; in most cases, employees and managers included, salary is correlated with one’s sense of worth on the job. That’s not to say that there are not a variety of ways to incent performance, such as better job titles, internal or external recognition, and gifts. Find out what best motivates your team members to keep them fully engaged.

Pushing for results is not the only way to glean top results. People are most energized when they are able to apply their skills and flourish doing something they know they’re good at and enjoy doing. Training as well as coaching can be worth the time and expenditure. This shows that you care enough to invest in the team’s future.

You need to be in tune with these kinds of aptitudes in order to recognize hidden opportunities to empower your associates. This applies to all roles, from the bottom to the top. An excellent creative director might not necessarily be the best person to manage client relations, to supervise the team or run the whole agency.

Don’t confuse exceptional, role-specific aptitudes with the duties of adjacent roles.

Finally, people work differently. Some are myopic and others are better at multitasking. Some can take a task from start to finish with very little oversight. Others pace when they’re thinking, and others listen to music while they work. Remember, they are all people first, so don’t assume they will all take the same course of action to get the same results. Even Google Maps and MapQuest diverge on some routes, but they’ll both get you to your destination.

One last point. A mis-hire or bad team member needs to go. You do no favor for the team member or your company by procrastinating the termination.

The bottom line is that there are serious dividends to be had from investing the necessary time and resources to more strategically acquire, train and manage what in many businesses is the biggest asset, your team members. While it begins with hiring the right people, internal success depends on how well you manage them over time. If you want your team members to bring more to the table, you owe them more personal consideration than your typical annual review. If they lack the perspective to see how they fit into the big picture, let them know. They will thank you for it, and you will be laying the foundation of a powerful, more potent team capable of supporting your goals.

James Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies. He can be reached at jcassel@casselsalpeter.com and www.casselsalpeter.com.

 

Scaling business development to drive growth

To view the original article, click here.

By James S. Cassel
Special to the Miami Herald
November 16, 2014

James Cassel

James Cassel

Sustainable business development is a common challenge for growing businesses, particularly those in the lower and middle markets. Several hallmarks of successful business development and growth strategies have distinguished themselves in my years of experience at Cassel Salpeter. Those hallmarks include clearly defined business development responsibilities and roles; agile, relevant technological solutions (customer relationship management); and consistent sales staff training and benchmarking, among others.

The onus of business development tends to fall to the owners/founders of smaller businesses until the companies have reached a critical threshold. That threshold isn’t clearly delineated, but it could be summarily understood as the point at which the operation of the business and the development of new business are both demanding and granular enough that the roles warrant a “conscious uncoupling.” Whether the responsibility of business development is distributed to a sales team acting under a supervisor, or to a single (or pair) of executives, largely depends on your business model, potential customer base, market size and internal dynamics.

Making matters more complicated, it is often difficult for founders to give up the business development role that they have personally handled for a long time and empower the new people. When the decision is made to delegate business development responsibilities, identifying the right personnel for the role and for your company is mission critical. While there are a plethora of potential sources to utilize when searching for strong talent, many businesses take one of several routes: relying on a current team member who can be cultivated into the role, recruiting from a competitor, or recruiting from an organization that meticulously trains its sales people. If you choose the latter, be mindful that your candidates’ organizational training is compatible with your business, goals, scope and scale.

Selecting who steers your ship is only the beginning of a robust business development program. The value of a lead will be determined by your business model, but whether you can get leads for a penny or a pound, how will your team begin qualifying, managing and screening leads? As far as customer relationship management solutions, SalesForce is a multi-industry favorite, but there may be value in a proprietary or modified CRM solution. It’s important to keep in mind that while these technologies and platforms seem brimming with bells and whistles, you’re buying a product off the shelf, and it may not fit as well as a tailored CRM solution might.

Whether you recruit or promote from within, providing ongoing mentoring, training and development opportunities will greatly enhance a successful business development program. You may decide to create an internal training process unique to the needs of your organization, or you may send your sales team to conferences like DreamForce, the SalesForce annual conference responsible for virtually shutting down the streets of San Francisco this past October with an attendee count that pushed above 130,000. It is just one of the many programs available today.

Recruiting, hiring and training your sales team is no small task for any busy, buzzing organization, but it’s crucial to see these necessary steps as an opportunity to refine your own lead management and business cultivation processes so that your newly minted sales force isn’t inheriting a broken or outdated system. Revisit your client or customer identification methods and hard-bake best practices for accessing them into your training processes. Consider your business model — if you’re selling products as opposed to selling services, your sales strategy is likely taking a different tack.

If you’re selling products, remember that distribution does not necessarily equal sales. For example, if you own a liquor company, getting your product distributed by Southern Wine & Spirits might not necessarily be huge for sales. You will still have to close the sales loop through promotions and activations, branding and awareness campaigns, otherwise your bottles are going to gather dust and eventually the person who manages inventory is going to notice that those bottles aren’t moving and may decide to replace your product with one that’s more likely to fly off the shelf.

Finally, and most importantly, stay focused on your business objectives. If you are scaling your distribution to include the likes of the Walmarts or Saks Fifth Avenues of the world, it should be because placement in those retailers will drive sales. Obtaining those distribution routes for vanity will only disappoint you and the retailers with whom you’re working.

These hallmarks of good business development are by no means exhaustive or all-encompassing, and seasoned veterans will tell you scaling business development presents unique obstacles and opportunities for every business. There are no purple pills or cookie-cutter approaches. The right solution for you depends on your business model, your industry and your organization. By taking the time to consult qualified professionals and develop the right plans and processes, you can significantly increase your chances of achieving your business goals.

James Cassel is co-founder and chairman of Cassel Salpeter & Co., an investment-banking firm with headquarters in Miami that works with middle-market companies. www.casselsalpeter.com or jcassel@casselsalpeter.com.

 

Talking Turkey about Networking, Outside Investors, & Education

To view the original article, click here.

By Jim Fried

November 2014

This month our show had some awesome guests.

Ivan Misner, the Founder and Chairman of BNI – the world’s largest networking organization – was fascinating. He’s often called the father of modern networking.

We discussed mindfulness and networking – being present while you are meeting someone in a networking situation. I sometimes have jitters when I am anticipating an important event. The jitters melt away when I shake the first hand. Ivan mentioned that this is common and that many people have a problem focusing during networking. Their eyes jump around the room looking for the next person to meet. I find myself doing that and simply apologize to the person I am speaking with.

Ivan also mention that it’s a good idea to make sure the back of your card is easy for people to write on. He likes to take notes on the back of the business card as soon as he meets somebody. I do the same thing. Ivan had some other great networking tips as well. You may want to check out his interview on my website.

Another great guest this month was James Cassel. He is the chairman and co-founder of Screen Shot 2014-12-08 at 6.23.03 PMCassel Salpeter & Co. a Miami-based mid-market investment banking firm.

We discussed how to fund of the growth of your midsize company. There are many businesses based in Miami that are family run that need outside growth capital. James discussed what outside investors are looking for and what the business owners could expect when they took their company to market. Solid historic cash flow and the ability to execute a business plan going forward are two of the keys.

Our discussion also touched on the current state of the financial markets as it relates to bank financing for closely held mid-size companies. Cassel said lending is still tight, but community banks are leading the way in trying to loosen things up.

I round out this month’s review with Dr. Joe Glover, who is the provost at the University of Florida. That makes him second-in-command at the state’s flagship university.

We talked about the University of Florida’s preeminence campaign. It is focused on raising dollars to take the University of Florida to the top of the public university field. Joe started out as a mathematics professor and worked his way up to Provost. As the world becomes more competitive it becomes increasingly important for Florida to have a university that’s ranked at the top. The Florida Legislature recognizes this and is funding an intensive Preeminence program for UF as it races to the top.

Joe and his team are enhancing programs ranging from the impact of big data to creative writing. Joe was fascinating but what’s going on at UF is even more interesting.

It was truly a month of great interviews.

 

James Cassel: Business Capital Options

James Cassel, co-founder and chairman of investment banking firm Cassel Salpeter & Co., LLC, recently met with columnist and radio host Jim Fried to talk about how mid-sized companies can locate and access capital to grow their businesses. The taped segment was featured on Miami radio station 880 AM “The Biz” and can be listened to by clicking the media player below.

IPO’s: To go public or not to go public, that is the question

To view the original article, click here.

By James S. Cassel

Special to the Miami Herald

October 19, 2014

James Cassel

James Cassel

Everyone knows initial public offerings can flood company coffers with cash, make people wealthy, and based on my experience in investment banking, I often get asked the following question by middle-market and growth-company business owners: “Should I take my company public?”

Fact is, in recent years being public has become much tougher as a result of increased regulations requiring tremendous disclosure and compliance with the Sarbanes-Oxley Act as well as other rules and regulations. For public companies, keeping up with compliance requirements alone can cost hundreds of thousands of dollars per year. Moreover, the required disclosure could give information to your competitors that you might not want them to have. So, as you would do with any major business decision, you should carefully weigh the pros and cons to make sure this is the right step for you as well as your company.

Here is some general advice I have found to help business owners as they begin to navigate these important questions.

Although the decision-making process that precipitates a business going public is thorough and multifaceted, it can generally be boiled down to one or more of these four considerations: to raise cash for general or specific business purposes to spur growth; to have a public currency for acquisitions; to provide liquidity for current shareholders; and to use the public currency and options to recruit, incentivize and retain employees.

There also are other intangible but equally valuable benefits, such as credibility.

A successful public offering is considered a major milestone and achievement for a company. It can create a sense of corporate stability and strength. An IPO, particularly if it gets positive media coverage, also can create good “conversational capital” for companies in terms of putting them in the limelight and making them more top-of-mind among key audiences. Depending on the type of company you own, this could be very good for your business.

A Deloitte survey conducted by OnResearch, a market research firm, polled 509 executives from March through April 2014 at U.S. mid-sized companies about their expectations and plans for becoming more competitive in today’s economic environment. Of these, 8 percent said they were likely to go public in the next 12 months (twice the number recorded in the fall) and cited the following reasons for doing so: broader exposure for their brands and products (36 percent); the cost-effectiveness of equity capital (35 percent); the desire to provide liquidity for owners (34 percent); and the need for capital to fuel growth (33 percent).

According to the survey, the most common reason private companies would want to stay privately owned is the need to control or have greater flexibility in spending, which was cited by almost three-quarters of the respondents. Other reasons for wanting to stay privately owned include: the size of the organization (too small to consider an IPO); the desire to keep financial information private; and concerns about compliance with the strict regulatory requirements of being public.

How do companies go public? Though there are other avenues, companies go public primarily through an IPO or by merging with an existing company in a reverse merger. In some cases, this can be accomplished through a shell company that may or may not have cash, although that may not be the preferred way to go depending on the circumstances. Every situation is different, so it’s up to the parties to confirm whether they are getting the value they are looking for and whether there is a liquid market for stock of the company.

Bear in mind, there are all sizes of underwriters, and not every business goes public through firms like Goldman Sachs or Citigroup. Many notable middle-market investment banking firms have similar expertise for smaller offerings, such as Ladenburg Thalmann, with headquarters in Miami, Noble Investments in Boca Raton, and Maxim or Aegis Capital Corp. in New York City, to name a few.

Each might look at different size offerings and each may have a different industry focus.

While the costs of going public are as voluminous and complex as the reasons, a few stand out as unavoidable and considerable expenses. Chief among those are legal expenses, accounting fees and investment banking fees as well as the internal costs of manpower. Many of these costs are ongoing. So in addition to the upfront costs of going public, there are costs of staying public that businesses incur when they make this transition. The rigors of the IPO regulatory process require tremendous disclosure and require much time and attention. The costs of staying in compliance can easily run from several hundred thousand to more than a million dollars per year in additional expenses.

With this in mind, it’s crucial that companies approach going public with a clear picture and realistic expectations. In an ideal world, companies should spend time working with a financial advisor with experience in public offerings to evaluate the offering options that might be available as well as the most appropriate parties to consider working with. There is no linear path to a public offering, but intelligent planning and forethought can make navigating the process more manageable for companies of any size and help ensure they minimize the obstacles and maximize the benefits.

James Cassel is co-founder and chairman of Cassel Salpeter & Co., LLC, an investment-banking firm with headquarters in Miami that works with middle-market companies. He can be reached at jcassel@casselsalpeter.com and www.casselsalpeter.com

The Certainty Cash M&A Offers in a Volatile Market

To view the original article, click here.

By Robert Barba

October 16, 2014 

Last week’s conservatism can become this week’s wise move in bank M&A. Take Greater Sacramento Bancorp, the holding company of the $468 million-asset Bank of Sacramento, which on Wednesday announced plans to sell itself to AmericanWest Bancorp in Spokane, Wash., for $60 million — in cash.

“Cash looks far better right now. Stocks go back and forth and our board made the decision that it was of the attitude that ‘cash is cash,'” William Martin, president and chief executive of Greater Sacramento, said Thursday, the most intense day of a weeklong stock market slide. “You know what you’re getting.”

That attitude had become passé until recently. So much of the M&A activity of the past couple of years has been predicated on the market’s treatment of bank stocks. Sellers could be sold on the upside potential of taking another bank’s supposedly undervalued stock as a consolation for a low premium. As the rally matured, banks with high-flying stock multiples had the type of currency where they could offer sellers a decent price without incurring too much dilution.

But the recent market volatility is a reminder that cash offers, despite their lack of potential upside and real tax implications, can provide a sense of certainty that stock deals cannot.

The Greater Sacramento deal has been in the works for more than a year, long before the market falloff of the past week, but persistent volatility contributed to the company’s decision to take a cash offer, Martin said. Bank stocks rose roughly 40% last year and the board just could not buy into the idea that there was still more room for them to go up.

“We had a couple of stock offers, but we were very nervous in some of the stock that was offered,” Martin said. “They were high-flying and we wondered how much can it continue to go up? It can’t happen forever.”

More sellers may start to share that view, says James Cassel, chairman and co-founder of Miami investment banking firm Cassel Salpeter.

“It all depends on how you perceive the buyer. Is its stock undervalued, fairly valued or overvalued?” Cassel said. “You might have a great opportunity if it is undervalued or fairly valued, but some of the bank stocks that we thought maybe had some upside have shown us recently that maybe they didn’t.”

AmericanWest is paying Greater Sacramento shareholders 152% of the seller’s tangible book value, or $22.05 per share. The price is high — the average price paid in the third quarter was 128% — but worth it, said Scott Kisting, the CEO of AmericanWest. The deal fleshes out the company’s presence in northern California, where it currently encircles Sacramento. It will also push the bank’s assets to roughly $4.5 billion, with $1 billion in northern California.

The above-average premium “is what it took to do the deal,” Kisting said in an interview on Wednesday. “But we expect it be accretive in the first year — very accretive — and will cover our one-time merger costs.”

AmericanWest is the bank unit of SKBHC Holdings, a private-equity-backed entity formed in 2010 with $750 million in capital; SKBHC bought AmericanWest in a bankruptcy auction. Since then, the company has announced eight other acquisitions, including the Sacramento deal, and has tapped $485 million of the capital. Its last deal, for the $1.2 billion-asset PremierWest in Medford, Ore., was completed in April 2013.

The company took some time away from M&A to focus on the PremierWest deal, but Kisting said he returned to a much more difficult M&A environment. The company has been on the prowl but has been beaten out on several occasions by buyers with rich stock premiums.

“We’ve been looking, but as a cash buyer it is harder,” Kisting said.

His comments echo the problem several of the roll-up vehicles around the country are experiencing. The number of bank failures did not live up to expectations, and healthy sellers have often favored stock. Even those companies that have gone public are struggling to do deals because their stocks are not trading at the same multiple as more established buyers.

But Kisting returns to the idea that when the market gets topsy-turvy, cash suddenly looks better.

“When volatility goes up and down the certainty of cash has a huge advantage,” he said.