Pitch Best Small Cap 2019: Companjen Family – Bakker Bart

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Date deal closed
19 July 2017

Published value
Not disclosed

Buyer
The investment vehicle of the Companjen family has acquired Bakker Bart, which has been merged with Bakerstreet. Both companies will continue under ownership of the newly founded holding company named Vital Food Group

Target
Bart’s Retail B.V. (“Bakker Bart”, “Bart’s Retail” or the “Company”)    Founded in 1977, Bart's Retail is the franchise operator of Bakker Bart, one of the most renowned franchise bakery chains in the Netherlands. Under current management, the Company has been repositioned as an out-of-home focused convenience brand. In 2017, it spun off its dough factory (today “Grand Duet”) to provide room for accelerated growth. 140 ambitious franchisees operate a nationwide network of 163 stores located at high-traffic locations in city centres to optimise customer reach. By the end of 2018, Bakker Bart employed c. 50 FTE

Seller
Gilde Equity Management together with management

Involved firms and advisors sell side

• M&A Advisory: Squarefield  
• Transaction Services Advisory: Accuracy  
• Tax Advisory: JSA Tax 
• Legal Advisory: Simmons & Simmons

Involved firms and advisors target
"Legal Advisory: Simmons & Simmons"

Involved firms and advisors buy side

• M&A Advisory: in house  
• Debt Advisory: Deloitte  
• Transaction Services Advisory: Deloitte  
• Tax Advisory: Deloitte  
• Legal Advisory: Nauta Dutilh

Brief description deal / Deal outline

1. Squarefield acted as exclusive financial advisor to Bart’s Retail on its combination with Bakerstreet Holding    
2. Bart’s Retail B.V., operator of Bakker Bart, one of the most renowned franchise bakery concepts in the Netherlands, announced it has combined forces with Bakerstreet Holding B.V. (“Bakerstreet”), a Dutch independent multi-brand Foodservice operator  
3. As part of the transaction, the shares in Bart’s Retail, with headquarters in Beuningen and Bakerstreet, with headquarters in Utrecht, have been transferred to a new holding company named Vital Food Group B.V. (the “Group”) 
4. The current majority shareholder of Bakerstreet, the Companjen family, will hold the majority of the shares in the Group, with both management teams becoming minority shareholders  e. Herbert schalkwijk (CEO of Bart’s Retail) and Henri Froeling (CEO of Bakerstreet) will jointly head the newly formed Group

Deal rationale

1. With the combination of Bakerstreet and Bart’s Retail, a unique Out-of-Home (“OOH”) platform is created which will offer added value to current and future partners in the growing and rapidly changing OOH (commercial foodservice) market  
2. Bart's Retail's OOH focused growth strategy remains unchanged, with the transformation to its new store format as well as the move from frozen dough to bake-off providing for a significant growth opportunity in OOH  
3. Bakerstreet is envisaged to contribute to accelerating the roll-out of the new Bakker Bart store concept by leveraging its concept development capabilities in foodservice, bake-off and assortment development expertise as well as its unique operational support model to improve conversion and ticket amount

What is the impact of this deal for the company?
With this transaction a unique and one of the largest foodservice platforms is created in the Dutch market, which will strongly contribute to Bart’s Retail’s out-of-home focused growth strategy    

1. Bart’s Retail historically focused on all-day fresh bread for at-home consumption, mainly competing with local bakeries  
2. The historical Bakker Bart formula was less equipped to anticipate to the shift in customer demand towards out-of-home products such as sandwiches, snacks and other on-the-go bread products  
3. In addition, over the years the company was faced with a lot of franchisee turmoil resulting from an extreme expansion of locations prior to 2005  
4. In 2014 Gilde decided to carve-out the integrated bakery (Grand Duet) from Bart’s Retail to regain focus on the Bakker Bart retail operations   
5. This enabled a newly appointed management team to develop and successfully pilot a new out-of-home focused store formula   
6. In addition, the increased focus resulted in necessary cost control and efficiency gains, improving profitability of both Bart’s Retail and franchisees   
7. The deal with Bakerstreet marks a new growth phase for Bart’s Retail and will strongly contribute to the company’s out-of-home focused growth strategy  
8. Bakerstreet, with its long-term experience in supporting the operations of well-known formulas such as deli2go and deli by Shell, will accelerate the roll-out of the new Bakker Bart store formula  
9. In addition, Bakerstreet will among others improve conversion and ticket amounts, increasing value through the entire franchise chain"

What is the impact of this deal for the direct stakeholders?

1. This deal will optimise the returns of the entire franchise chain, most importantly for its franchisees; the earnings model for franchisees will significantly be improved through identified synergies through the combination  
2. The newly created foodservice platform will be better able to support its franchisees with the roll-out of e-commerce and improving store operations   
3. For management and employees this deal brings reward and new energy as this deal enables the company to accelerate its growth strategy

What is the impact of this deal on the society?

1. This deal is a very nice example of how strategic value is created which directly flows back to the bottom line of franchisees   
2. Also, Dutch heritage (Bakker Bart has a brand awareness of 97% in NL) is safeguarded through this deal. The recognisable pink brand will continue to adorn the shopping streets of tomorrow  c. The deal reinforces the Bakker Bart formula and stimulates entrepreneurship among both existing and new franchisees

Why does this deal deserve a nomination?
The Bakker Bart deal deserves a nomination because of the following reasons:  

1. Bakker Bart has experienced turbulent times that has not gone unnoticed by the Dutch public, making the transaction complex to execute despite solid fundamentals at the time of the transaction 
2. Best-in-class example of a case in which private equity remained committed to all stakeholders involved  
3. Dutch heritage which has been safeguarded  
4. The final deal value (undisclosed) did result from a competitive and tailored process approach geared at strategic buyers, in which the interests of the entire franchise chain have been taken into account at all times

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