Transcript Diapositiva 1

Doing Business in Spain
Montreal, 22nd May 2008
Invest in Spain:
Economy, Business and
Advantages for
Canadian companies
May, 2008
Marian Scheifler Phd.
Chief Operations Manager
1. Political Structure.
2. Spain in Figures (I-II).
3. Canada-Spain: Some things we share.
4. Main Agreements Spain-Canada.
5. Main Reasons to Invest in Spain (I-III).
6. About INTERES.
1. POLITICAL STRUCTURE
POLITICAL FRAMEWORK
Political organization
Parliamentary Monarchy.
Head of State
King Juan Carlos I.
President of
government
José Luis Rodríguez Zapatero, since 11 April 2008 (2nd mandate).
Parliamentary
representation
Congress of Deputies (350 members) and Senate (264 members).
Governing party
Partido Socialista Obrero Español (PSOE).
Territorial
Organization
The State is organized in municipalities, provinces and Autonomous
Communities.
European Union
Member since 1986 and founding member of the European Monetary Union
(January 1999).
International
organizations
UN, OECD, OAS, World Bank, IMF, IDB, WTO, NATO, OSCE.
2. SPAIN IN FIGURES (I)
ECONOMIC DATA
Currency:
Euro, divided into 100 cents.
Real GDP growth:
3.5% (fourth quarter 2007).
Population:
45.2 M, 1.10% growth rate.
GDP per capita:
$ 33,433 (2007 first estimate).
Inflation:
4.5% (March 2008).
Public Accounts:
1.3% surplus in 2007 (Bank of Spain).
Unemployment rate:
8.6%.
Official interest rate:
4% (European Central Bank– July 2007).
Breakdown by sector(s) :




Services: 67%
Manufacturing: 16%
Building: 13%
Agriculture: 4%
2. SPAIN IN FIGURES (II)
1. The world’s 8th largest economy (market exchange
rate); 11th (purchasing power parity).
(IMF-2008)
2. The 3rd largest investor in the world and the 2nd largest
in Latin America.
(World Investment Report 2007 (UNCTAD)
3. The 8th largest FDI stock worldwide (6th in the EU).
(World Investment Report 2007 (UNCTAD)
4. The 10th best place to live and the preferred work
destination for Europeans.
Worldwide Quality-of-life Index, Economist Intelligence Unit
5. The world’s 2nd tourist destination.
(Tourism Organization (WTO))
3. CANADA – SPAIN: SOME THINGS WE SHARE
 Multilingual and multicultural societies.
 Highly decentralized administrations: important role played by
Provinces and Autonomous Communities.
 Economic performance.
 Great potential to strengthen trade and investment ties: current
trade and investment flows belie the similarities in economic
performance and complementarities in our economies.
CANADIAN COMPANIES IN SPAIN
4. MAIN AGREEMENTS SPAIN - CANADA
 S&T: (Science and Technology)
 Spain’s R&D Plan for 2008-2011 identifies Canada as one of the
three non-EU strategic countries for cooperation.
 Canadeka: Bilateral program for technological cooperaton, CDTI –
NRC. Support to joint projects of Spanish-Canadian companies.
 CSIC-NRC: Development of research and innovation projects.
 Genoma España – Genome Canada: Joint research projects.
 CESCE-EDC: Reinsurance agreement for joint operations of
Canadian and Spanish companies.
 Double taxation: Agreement to avoid double taxation on
income and capital.
5. MAIN REASONS TO INVEST IN SPAIN (I)

Geostrategic location:
 Privileged position for southern Europe's key markets, Latin
America and North Africa.

Potential access to over 1.2 billion consumers:
 45 million consumers in Spain.
 443 million consumers in Europe.
 Entry point for non-EU Mediterranean countries with 264
million consumers. (privileged relations with Morocco and
Algeria).
 Hub for South and Central America, with 560 million
consumers.
 Financial protocols with North Africa and Latin America.
5. MAIN REASONS TO INVEST IN SPAIN (I)

Ultra Modern Transport Infrastructure
 47 airports.
 53 ports on both the Atlantic and the Mediterranean coasts.
 3rd largest EU highway network.
 Ambitious plans for high speed trains (Spain will be the world
leader with 2,230 km in 2010).
 State-of-the-Art metro system in major cities.
5. MAIN REASONS TO INVEST IN SPAIN (II)
Economic criteria: Competitive operating costs
Hourly labor cost. 2006
35,0
2100,0
30,0
1800,0
25,0
1500,0
20,0
1200,0
15,0
900,0
10,0
Office Utilization cost (€/year an m2)
600,0
Source: Eurostat 2007
5,0
Electricity prices for industrial use (€ cents/Kwh)
Madrid
Kuwait
Seoul
Dubai
N.TYork
Milan
Dublin
Bombay
Paris
H. Kong
Tokyo
Poland
Hungary
0,0
Moscow
Source: Eurostat 2008
Czech R
Portugal
Spain
EU-25
EU-15
Austria
France
Belgium
Sweden
0,0
London
300,0
Cost of life, 2007 (N. York =2007)
140,0
12,0
120,0
10,0
100,0
8,0
80,0
6,0
60,0
4,0
40,0
2,0
Source: Eurostat 2008
Frankfurt
Barcelona
Madrid
Amsterdam
Dublin
N.York
Paris
Milan
Tokyo
London
0,0
Moscow
France
Spain
UE-15
Portugal
Belgium
Netherland
Germany
UK
Luxemb.
Italy
0,0
Ireland
20,0
Source: Cost of Living Survey 2007, Mercer Human Research Consulting
5. MAIN REASONS TO INVEST IN SPAIN (III)
Fiscal incentives framework map
6. About INTERES
INTERES Invest in Spain is the leading
government organization that supports foreign
companies seeking to set up or expand their
business in Spain.
We provide comprehensive, efficient and
confidential consultation at no cost during all
stages of the investment process.
THE ONE-STOP SHOP FOR INVESTORS IN SPAIN.
Investor
Services
Pre-Installation
Installation
Operation
Expansion
Benchmarking
& Attraction
Support to new
invertors
strengthening
of loyalty
Growth
 Up-to-date
information
 Market studies
 Spanish offer
 Practical
pointers for
doing business
 Availability of
grants and
incentives
 Help with cost
appraisals
 Organization
of visits to
potential
sites
 Identification
of partners
 Finding
specialist
advisors
 Help with
licences &
permits
Relocation
Retention
 Provision of
institutional
contacts
 Planning for
retaining
investments
 Fostering
expansion
 Relocation
studies (within
Spain)
 Network
development
Thank you very much!
Doing Business in Spain
Montreal, 22nd May 2008
What makes Spain a
winning location for
the Life Sciences &
Biotech industry?
Ana Arias
Biotech & Life Sciences Investor Services Manager
INDEX
1. Why Spain?
2. Why biotechnology?
3. Why you can bet on Spanish biotech
4. A piece of history
5. Business opportunities
Why Spain?
 Highly qualified and competitive human
resources
 Quality and standard of living
 Geo-strategic location
 Cultural and educational levels
 Weather
 Natural resources
 Logistics...
Spain has solid scientific and technological
capabilities that have enabled a competitive
bio industry to emerge
Why Biotechnology?
•
•
•
•
Employment: around 80,000 people
Over 500 enterprises involved in
biotech activities
Turnover: over €19,000 million and
investment of over €200 million in
research and development (R&D).
Annual growth of around 30% in
total revenue.
………making Spain the most
dynamic European country in
this area after Ireland.
Source: ASEBIO – Spanish Association of Bioenterprises (2004)
Why Biotechnology? (cont.)
• Bio-economy heads Spain’s strategic
agenda.
• The Spanish pharmaceutical market is the
fifth largest in the EU-15 and the seventh in
the world.
• Favourable financial environment: increase
in the volume of venture capital operations
in biotechnology.
• New venture capital funds specialized in
biotechnology and national networks of
business angels are being created
Why you can bet on Spanish biotech
I.
Solid Science
-Good scientific output
Groups and Centers of Excellence
-R&D Integrated System
Efficient WorkFlow
Excellent conditions for Translational Research
Modern Science Parks and state of the art facilities
Good partnership opportunities
-“Value for Science”
Every euro in the lab is put to good use
II. Great potential
-Huge body of knowledge yet to be exploited
-Human Capital, very well trained
Why you can bet on Spanish biotech(cont.)
III. Emerging bio-economy
-Increasing support from Governments for R&D and
bio-enterprise creation
-Competition among local Governments for talent and capital
-Good balance between being competitive on cost and competitive
in differentiation
IV. Good personal attitudes
-Creativity
-Sense of community and focus on colective objectives and
challenges
-Positive spirit and commitment
Why you can bet on Spanish biotech(cont.)
A. Solid Science: Scientific and Technological Facilities and
Capabilities
The Genomics, Proteomics and Bioinformatics platforms boost the
national participation in biotechnological advances:
-National DNA Bank
-Spanish National Genotyping Centre
-National Proteomics Institute ProteoRed
-National Bioinformatics Institute INB
A new framework for co-operative biomedical research is being created:
-The Biomedical Research Thematic Networks (RETICs)
-The Biomedical Research Centers Network (CIBER)
Why you can bet on Spanish biotech (cont.)
A. Solid Science: Principal Bio-clusters
Geographic distribution of Spanish biotech companies
6%
5%
18%
26%
7%
•Catalonia and Madrid,
followed by the Valencia
Region, Andalusia, Basque
Country and Galicia have
the highest concentration of
biotech companies.
18%
•The rest of the Spanish
regions are also designing and
implementing strategies.
<5%
5-15%
15-25%
>25%
Source: ASEBIO Report – Spanish Association of Bioenterprises (2006)
Why you can bet on Spanish biotech (cont.)
B. Great potential to unlock: Workforce
 7,000 researchers in biotechnology and
biomedicine: 11th position in the world.
 4th position in Europe in scientific output in
biotechnology.
 1995-2003: number of scientific research papers
published in Spain grew by over 12%.
 66% of biotechnology researchers working within
the public Spanish R&D System were cited by U.S.
patents.
Why you can bet on Spanish biotech (cont.)
C. Emerging bio-economy: Legal framework
 The new Spanish Law on Biomedical Research: creation
of a National Biobank Register
 Favourable legal framework: Cultivation of Genetically
Modified Organisms (GMO) and a unique Traceability
and Labelling Law
 Full Tax exemption on biofuels until Dec 2012.
 Other Spanish instruments and laws.
Why you can bet on Spanish biotech (cont.)
C. Emerging bio-economy: Government support
 The Ingenio 2010 Programme: to meet the Research,
Development and Innovation convergence objectives of the
Lisbon Strategy.
 Sustained annual growth rates of the government’s budgets
in recent years.
 The Spanish Tax System is one of the most advanced in the
world, especially in the Research, Development and
Innovation field.
 The adoption of the Young Innovative Company Status will
no doubt help biotechnology firms.
A piece of history
• 2001: The Spanish National Cancer Centre (CNIO) launches its first
Oncochip.
• 2002: Abengoa signs a $35.5 M R&D project with the U.S Department of
Energy (DOE).
• 2003: Serono concentrates global production of its growth hormone in
Spain.
• 2005: Genetrix receives the first Orphan Status designation by the
EMEA in Europe for a medicinal product based on the use of stem
cells of adult origin.
• 2005: GSK opens its Molecular Screening and Tropical diseases research
facilities in Spain.
• 2005: Natraceutical buys Braes Group (€80 M). In 2006 it acquires
Forté Pharma (€82M).
• 2006: Spain continues to be the European leader in the cultivation of
genetically modified crop varieties with a total of 53,667
hectares under cultivation.
• 2007: The EMEA approves Zeltia's drug Yondelis for the treatment of
soft tissue sarcomas.
• 2008: The OMS designated the ONT (Organización Nacional de
Transplantes) as a WHO Collaborating Center on Donation and
Transplants
Business Opportunities
BIO Business Opportunities
Spain offers specific opportunities in…………………….
 Biochips: towards a
personalized medicine
 Food quality and security
 Private Equity
 Functional foods
 Organic farming
BIO Business Opportunities (cont)
Spain offers specific opportunities in…………………….
 Nanobiotechnology
 Generic drugs
 Gene silencing
 Production of therapeutic
proteins using non-genetically
modified plants
 Algae active ingredients
BIO Business Opportunities (cont.)
Spain offers specific opportunities in…………………….
 Production of enzymes with
industrial applications in
transgenic plants.
 Drug development from target’s
structural determination.
 Pharmacogenetics: Genetic
biomarkers.
 Molecular diagnosis. DNA and
protein arrays.
 Bioinformatics.
Leading pharmaceutical & biotech multinationals
are already successfully located in Spain
BIOSPAIN 2008
BIOSPAIN 2008 is the International Meeting on Biotechnology
to be held in Granada from the 17th to the 19th of September
2008.
Five events in one:
BIOTEC 2008 " - Scientific Congress
Plenary Sessions: "Towards a Sustainable Bioeconomy“
Investment Forum
Partnering
Trade Fair and Bio-Regions Hall
Thank you very much
See you at BIOSPAIN’08!
www.biospain2008.org
For further information please contact:
Ana Arias
Life Sciences & Biotech Life Sciences & Biotech
Investor Services Manager
Email: [email protected]
Doing Business in Spain
Montreal, 22nd May 2008
SPAIN: Business opportunities in Aeronautics
Vanessa Guerrero, Investor Services Manager
INTERES Invest in Spain
May, 22th 2008 MONTREAL
Why Spain
Why Spain
 Because the Spanish Aeroespace Industry is the fifth in Europe in
terms of turnover (4,203 million euros)* and employment
(29,521 employees)*
 Because of its high growth – the industry has grown an
average 13% in the last decade:
Million euros
TURNOVER - SPANISH INDUSTRY
4500
4000
3500
3000
2500
1,421
2000
1500
1000
500
0
1997 1998
4,203
3,767
1999
2000
2001
2002
Years
* 2006 Data
2003
2004
2005
2006
Why Spain
Because Spain is highly developed in aeronautical production:
TURNOVER BY SUB-SECTOR
420 M €
Space
10%
420 M €
Equipment
10%
546 M €
Engines
13%
2,816 M €
Systems
and frames
67%
Total:
4,203 M €
Why Spain
 Because Aeronautics companies based
in Spain are leaders in:
 Composite Aerostructures (especially,
carbon fiber reinforced plastics)
 Low pressure turbine engines
 Air Traffic Management systems
3 out of 5 flights in the world use
Spanish software for landing
Why Spain - Clusters
 Spain has significant Aeronautics clusters:
 MADRID
63.6% of turnover
58.4% of employees
130 companies
 ANDALUSIA
16.8% of turnover
21.0% of employees
75 companies
 BASQUE COUNTRY
11.3% of turnover
11.1% of employees
54 companies
 CASTILLA-LA MANCHA
4.2% of turnover
3.5% of employees
12 companies
 CATALONIA
2.1% of turnover
2.7% of employees
53 companies
Why Spain – R&D
 Because Aeronautics in Spain is a very innovative
industry:
 Investment: 575 M. € in 2006 (+26% from 2005)
 48% by companies
 13.7% of turnover
 15% of turnover in the case of systems and frames
 High quality public R&D Centers:
Public Research Organization specialized in
aerospace research and technology development
FIDAMC :
Research, Development and Applications of Composites
Other important centers:
Why Spain – R&D
 Both AIRBUS and BOEING have developed important
R&D Centers in Spain:
 Boeing Research and Technology Europe (Madrid)
•
First Boeing R&D center outside the USA
•
Main areas: safety, ATM and environmental
technologies
•
April ’08: first flight of an airplane powered by
hydrogen fuel cells
According to Boeing:
“The reason for choosing Spain was the outstanding role of
the country in the EU and as a reference point with the Latin
American countries.
It also shows the relevant position that the Spanish Aerospace
industry has acquired in the last few years and the
capabilities of the country in environmental and ATM
technologies”
Source: www.boeing.es
Why Spain – R&D
 Both AIRBUS and BOEING have developed important
R&D Centers in Spain:
 Airbus Advanced Composites Center
 Specialised in large curvature panels from carbon
fiber reinforced plastic
 Center of excellence for horizontal tail planes for all Airbus
Aircraft worldwide
 Airbus Spain: leader worldwide in composite material
structures: first company in using carbon fiber for
fuselage sections in commercial aircrafts over 100 seats
Why Spain – Industry
PRIME
CONTRACTORS
OEMs – Original
Equipment
Manufacturers
SUBCONTRACTORS
AUXILIARY
INDUSTRY
Complete
integration
capability
)
Taking part in
FAL.
Intermediate
added value
products
Systems or
sub-systems
manufacturers
Product
manufacturers
Ca. 170 companies
Why Spain – Industry
 Growing importance of Spain in international programs:
AIRBUS
 Spanish participation share:
- Civil programs:
4.2% in the first programs (manufacture)
10.8% in A380 (also design, development and certification);
mostly in Madrid
- Military programs: 15% in A400M (including the Final Assembly
Line, and simulation and training center, in Seville, Andalusia)
EADS
 Eurofighter Typhoon: 14% (in Madrid, major components: right
wing and leading edge slats)
 Eurocopter: Brand-new plant in Albacete (Castilla-La Mancha), FAL
and delivery center for NH-90, Tiger and EC-35
Why Spain – Government Support
 New National Strategic Plan 2008-2016:
 Reinforcing traditional technological strengths
 Diversify toward new promising areas
 OVERALL GOAL  2016 turnover 3 times higher than the
current level of 4,600 M. €
R&D Support Budget
Million euros
600
500
400
306
300
200
340
375
409
442
475
510
550
246
181
100
0
2007
2008
2009
2010
2011
2012
Years
2013
2014
2015
2016
Business Opportunities
Business Opportunities
 Navigation and avionic systems
 General aviation. Very Light Jets
 Helicopters
 Engines and propulsion engineering
 Training centers for professional pilots
for air transport
 MRO (Maintenance, Repair and
Overhaul) centers for transport aircrafts
 MRO centers for aircrafts designed for
general and business aviation, schools
and aerial works
 Simulators for aviation, based on lowcost technologies
 Manufacturing of Unmanned Aerial
Vehicles for civil uses
Flight Simulators
 Used by both civil and military aviation for training,
engineering, design, research, etc.
 Development of Spanish Aeronautics and ITC
industries
 Spanish companies are mainly focused on the
military market
 Airlines outsourcing training activities
 Growth in business aviation and low-cost carriers
 Increase in flight training centers
Helicopters


Third Eurocopter FAL established in Spain
Opportunities
 Services to ECE Helicopter FAL
 Engineering services
 Electronics and systems
 Tooling
 Helicopter maintenance
 Sections manufacturing

Top Reasons
 Total market: 53.6 Million €
 Business size will increase: ECE – Participation in
all future development
 Presence of technological centers and parks
* Source: Own estimations, 50% outsourcing assumed
Thank you very much
Doing Business in Spain
Montreal, 22nd May 2008
“DOING BUSINESS IN SPAIN”
LEGAL ENVIRONMENT
Best Practices
Alberto Echarri
Partner - Head of M&A
Gómez-Acebo & Pombo Abogados
Toronto, Ottawa, Montreal
May 2008
INVEST IN SPAIN: FACTS & FIGURES




Spain is the world’s 8th largest economy, with
sustained growth above the EU average. It is
the country with the fastest rate of job
creation in the OECD.
Spain is the 8th largest FDI recipient in the
world and the 3rd largest investor in the world.
Spain has a privileged geo-strategic position:
access to 1,300 million consumers in the
world. It is an international business hub.
440 million people in the world speak Spanish.
59
INVEST IN SPAIN: FACTS & FIGURES
What foreign investors value most of Spain is:
1.
2.
3.
Cost of investment
Local human resources
Geographical & Financial Environment
Generous incentives for R&D.
Access to the EU and Latin America.
60
INVEST IN SPAIN: FACTS & FIGURES
More than 11,000 foreign companies & 54
international banks are located in Spain.
Spain has modern infrastructures and excellent
business opportunities, namely in ICT,
Biotechnology, Renewable Energy, Environment &
Water Treatment.
Quality of life: Spain is the first choice for European
executives faced with relocation, according to
Financial Times. It is the world’s 2nd tourist
destination and is known for its passion for work,
arts, sports, and life.
61
PRIORITY SECTORS: ICT
Spain has one of the most burgeoning ICT (Information &
Communications Technologies) markets in Europe, with a
turnover of 87+ billion €.
40% of private R&D investment in Spain is devoted to this
sector.
Spain offers tax advantages / cost relief for companies.
The Spanish telecom network is completely digital and has
over 1,400,000 km of transmission networks. Mobile phone
penetration exceeds 105%. Growth in broadband
connection was more than 45% in 2005, with 4.5 million
users.
16% of employees in this sector are devoted to R&D.
62
PRIORITY SECTORS: RENEWABLE ENERGIES
3 main renewable energy resources:
1. Solar
2. Wind
3. Co-generation
Spain is one of the most attractive countries in the world for
renewable energy projects: Spain is the 3rd country in the
world in wind energy. Spain has 13% market share in this
sector.
According to Greenpeace, if Spain exploited its natural energy
resources, it would have 50 times more energy than
necessary by 2050.
Spain possesses insulation towers for solar energy:
Companies will invest over 1 billion $ in solar parks over
the next few years.
63
PRORITY SECTORS: BIOTECH, PHARMA, HEALTH
The biotech sector has expanded over 300% in the last 4 years.
Spain is the 4th country in the EU for biotechnology scientific
production.
Spain has 60 scientific & technological parks within the biotech
industry, with 150 companies fully dedicated to biotech whose
revenues total 420 million €.
The number of biotech companies has multiplied by 3 in the last
5 years, such that over 14,500 professionals & 425 research
units are involved in biotech projects in Spain, producing over
4% of the world’s publications in this field.
Spain’s government wants R&D in this sector to reach 2% of GDP
by 2010. As such, many new start-ups are funded by the
government.
Spain collaborates with over 200 centers in the development of
almost 128 clinical studies of the highest quality.
64
PRIORITY SECTORS: ENVIRONMENT
Spain is the world’s leader in water treatment and
desalination using reverse osmosis technology. There are
over 900 desalination plants in Spain.
1.5 million m3 of desalinated water is produced per day.
The economy is looking for a new impulse in recycling.
There are 814 Spanish companies authorized to work as
used-vehicle treatment centers.
Cars & motors are increasingly environmentally friendly.
4 million tons of recycled waste was produced from 20002004. 250,000 tons of tires are recycled per year.
65
PRIORITY SECTORS: ENVIRONMENT
According to European regulations, Spain and the rest
of the EU countries must reuse and recover 95% of
materials used in vehicle production by 2015.
Recycling culture also affects home appliances, such
that they are dismantled rather than buried in
landfills. Spain aims to manage 160,000 tons of this
waste using environmentally-friendly methods.
Currently, 100,000+ tons are treated.
The number of home appliances recovered grows by
10% every year. Spain is working to recover and
transform sludge from construction material
extraction processes and agricultural waste plastic.
66
MOST DYNAMIC SECTORS
1. Private equity
– Declining
Energy
– Power companies: ENDESA/IBERDROLA
– Renewable Energies
Air transport
– IBERIA
– SPANAIR
Hospitality
Chemical sector
Environment
Real estate
67
THE LEGAL ENVIRONMENT
Sophisticated legal system
– Meets EU/US/CAN standards
– Principles equivalent to Common Law
Common legislation throughout the country
– Civil law exceptions: inheritance / family law
– Specific sector regulations:
• Generally central regulations
• Regional legislation for delegated matters
– Transportation
– Hospitality sector
– Environment
– Water treatment
– Tax in Basque Country, Navarra and Canary Is.
Municipal regulations
68
THE LEGAL ENVIRONMENT
Friendly and open environment
– Contract law principle of freedom of will of the
parties
– Contractual restraints limited by:
• EU competition regulations / vertical
restraints
• Employment law
– Freedom of investment / disinvestment
– Freedom of establishment in the EU
– Foreign investment deregulation
69
ESTABLISHING A BUSINESS
Incorporation formalities
–
–
–
–
–
Standard documentation
Notarized incorporation: 10 days
15-30 days for registration of company
Companies may operate from day 1
SS and TAX registration: day 2
No registration of agreements except
– Effects vis-à-vis third parties
• Corporate documents
• Real Estate deals
• Guarantees
70
HOME COUNTRY AGREEMENTS
Generally adjustable to local requirements
– Commercial agreements
– Acquisition agreements
Choice of law
Choice of forum
Choice of language
Arbitration
71
MOST COMMON VEHICLES
Common distribution agreements
– Agency
– Distribution / Licensing / Concession
– Franchising
Joint ventures
Direct acquisition of
– Shares
– Assets
– Securities
72
AGENCY AGREEMENTS
Free will of the parties
Contractual restraints
– In-term
– Post-term
Public order rules / Agency Act
– Goodwill indemnity payment
– Spanish law
– Spanish forum
73
DISTRIBUTION AGREEMENTS
COMMERCIAL DISTRIBUTION
– Exclusive / Non-exclusive
– Contractual restraints
– Limited non-compete clauses
• EU Regulations on concessionaires
LICENSING/TECHNOLOGY TRANSFER
– Know-How, Technical Assistance, IP
– EU BER on licensing agreements
FRANCHISING
– Represents almost 8% of retail trade
– Governed by agreement
– Pre-contractual information required
– BE Regulation for anti-compete clauses
74
JOINT VENTURES (I)
Common SPVs
– Limited liability company (SA / SL)
– UTE
– EIG
Legal Structure/Documentation
– Corporate SPV
– By-laws of SPV
– Shareholders´ Agreement
– Business Plan
75
JOINT VENTURES (II)
Corporate governance rules
Non-compete clauses
Territorial scope
Veto rights
Investment restraints
Financial provisions
Step-out clauses
– Russian Roulette
– Put and call options
76
ACQUISITION (I)
Standard international practices
Players
LOI
Offer letter and exclusivity period
NDA
DD Review
– Legal
– Tax & Finance
Acquisition agreement
Agreements with managers and directors
Non-compete covenants
77
ACQUISITION (II)
Price
– Price retention
– Escrow / bank guarantees
Reps. & Warranties
– Standard Common Law provisions
– Time limitations
– Caps
– Labour contingencies
Conditions precedent (antitrust)
Interim period clauses (MAE, BAU)
78
ACQUISITION (III)
Public companies
– 30% threshhold
– Reporting obligations
Financing
– Acquisition finance
• Financial assistance prohibited
• Guarantees
– Project finance
• Project guarantees
– Shareholder loans: subordinated/Equity
– Capital contributions
79
REAL ESTATE DEALS
Corporate acquisition
Assets
Due diligence
– Land Registry searches
– Zoning certificates
– Leased property
Purchase agreement
– Notarized deed
Complex acquisitions
– Shopping malls
– Sites under construction
80
GUIDE FOR FOREIGN INVESTORS
Friendly legal environment
– Sophisticated legal advisors
– Reliable judiciary
– Arbitration
Standardized practices
– Adjustment of home agreements
– Choice of law and forum. English language
Exchange control de-regulation
Tax-efficient SPVs/Spanish Holdcos
Standard business and financial practices
Minor business culture differences
81
Doing Business in Spain
Montreal, 22nd May 2008
Title
Case study of a biotechnology startup in Spain
The path to Spain
Alec Mian
Canada
B.Sc. McGill University, Montreal.
UK
Ph.D. University of Cambridge, UK
USA
Harvard Medical School, Boston.
Co-founded Gamera Biosciences (Cambridge, MA). Sold to Tecan Holding (SWX: TECN) in 2000
Spain
3 year sabbatical, co-founded a design company La Evolucion, SL.
Currently on Board of Directors of Santa & Cole, SA. (Design)
Started Genmedica Therapeutics, SL.
Company goals and strategy
Goal
• Create a focused portfolio of drug candidates for diabetes
• Financable, milestone driven development path (seed, Series A, B and C…)
• Product partnering opportunities with large pharma in 2009/2010
• Exit by trade sale or IPO (2011)
Strategy
• Focus on an emerging, protectable area within diabetes
• Leverage local resources to get started
• Attract international resources to accelerate growth and value
History
2005
• Incorporated
• Licensing with University of Barcelona - first drug candidate (GMC-1)
2006
• GMC-1: research and additional patents filed
• GMC-2: drug candidates researched and patents filed
• Initiated formation of Board of Directors (BOD) and Scientific Advisory Board (SAB)
2007
• Largest first round biotechnology financing in Spain (Spanish VC’s: BCN-Empren,
Innova31, Unirisco; Public: ENISA, CIDEM, Torres Quevedo)
• GMC-3 research and patents filed
• Initial development team hired. CRO’s work initiated
2008
• Cellular and animal based development of drug candidates , additional patents filed
• More hiring.
Current Timelines
Metabolic syndrome: first defined in 1998 by the WHO
Abdominal obesity
(waist circumference, men above 102 cm; women 88 cm)
Fasting triglyceride
Blood pressure
(above 1.69 mmol/L)
(above 130/85 mm Hg)
Fasting glucose
(> 6.1 mmol/L)
HDL cholesterol
(men above 1.04 mmol/L; women, 1.29 mmol/L)
Metabolic syndrome: epidemic rates
General population
> 60 years
Pathogenesis of metabolic syndrome
• Current diabetes therapies target symptoms not cause of diabetes
Anti-inflammatories in diabetes: salicylates
•The anti-diabetic effects of salicylates are the most studied of non-traditional antidiabetics
Company architecture
• Leveraging local and international
resources
Financing
• Leveraging local and international
resources
Early stage sources (local)
ENISA (1m)
CDTI (00’s K)
CDEM (00’s K)
Torres Quevedo (50% R&D employees)
Local investors (m’s)
Later stage
UK, Switzerland, France, USA
Exit
IPO (Spain, Switzerland, UK, USA)
Trade Sale (European or US companies)
Spanish resource availability: the good, the bad…
Basic science
EXCELLENT
Employees
Early stage financing
Clinical science
SAB/BOD
Late stage financing
IP
LACKING
Next steps for Genmedica
•
•
•
•
•
Continue to fund early development in Spain
Continue to build team in Spain, continue work with international CRO’s (France, India)
API chemistry will be done in Spain
Clinical studies in Germany or UK
Next financing round probably European Union or US-based
Doing Business in Spain
Montreal, 22nd May 2008
CAE Corporate Overview
May 2008
Agenda

Corporate Overview

Market leader in Civil and Military simulation equipment

Civil Training and Services

OEM Relationships

Global Academy & Ab-Initio Training
CAE Inc. Confidential and/or Proprietary Information
Overview of CAE Inc.
One of Canada’s Largest Aerospace Companies

Founded in 1947 in Montreal

5,000 employees worldwide
Civil
• More than 3,000 in Canada
• More than 1,000 in USA
• More than 1,000 in the rest of the world

Annual revenues of more than C$1.2 billion

Over 90% of revenues from global exports
and international activities in 50 countries

Operations and training facilities in 19
countries on 5 continents

Train over 50,000 pilots/year
CAE Inc. Confidential and/or Proprietary Information
Military
Market leader in Civil and Military simulation equipment
Largest Manufacturer of
Aviation Simulation
Equipment in World
Reconfigurable,
Flight Deployable
Trainers
Training
Desktop Trainers
(CAE Simfinity)
Devices
Part Task
(FTD)/
Trainers
Integrated (PTT)
Cockpit
Procedures
Procedures
Trainers
Trainers
(CAE Simfinity)
(CPT)
CAE Inc. Confidential and/or Proprietary Information
Full Flight
Simulators
(FFS)
Full
Mission
Simulators
(FMS)
Civil Training & Services
Market presence
MARKET LEADER IN PILOT TRAINING

23 training centres across 5 continents

110 full-flight simulators deployed

Serving approximately 3,500 customers

Training and Services segments addressed
• Commercial
• Regional
• Business
• General aviation
Global market reach across all market segments
CAE Inc. Confidential and/or Proprietary Information
Over 23 training locations worldwide
Burgess Hill
Vancouver
Toronto
Montreal
New Jersey*
Washington
Charlotte
Tampa
Miami
Seattle
Denver
Phoenix
Dallas
Benson
London*
Brussels
Evora
Amsterdam
Fassburg*
Holzdorf*
Moscow
Bueckeburg*
Maastricht
Rome
Sesto Calende
Madrid
Dubai
Zhuhai
Kuala Lumpur
Singapore
São Paulo
Santiago
Sydney
Civil Training
Military Training
CAE Inc. Confidential and/or Proprietary Information
OEM Relationships
CAE
Airbus
Embraer
Dassault
Bombardier
Agusta
Lockheed Martin
CAE Delivers factory training for sever of world’s largest
aircraft manufactures
CAE Inc. Confidential and/or Proprietary Information
CAE Global Academy
Addressing Global Pilot Shortage
Network of Ab-Initio Flight Schools
•Formed in 2005 to address Global Shortage of Airline pilots
•Currently consists of 6 Flight Schools
•Production Capability of over 1000 pilots/year
•Expected to increase to 3,000 pilots/year in 2008
•Delivery of Multi-Crew Pilot License (MPL)
CAE Inc. Confidential and/or Proprietary Information
Thank You!
CAE Inc. Confidential and/or Proprietary Information
Doing Business in Spain
Montreal, 22nd May 2008
International Technology Cooperation
With Spain - CANADEKA
Claude Morasse
National Research Council Canada
Director, IRAP Ontario
May 20, 2008
National Research Council Canada
Industrial Research Assistance Program
NRC- IRAP
NRC - Industrial Research
Assistance Program
Our Mandate :
Stimulate wealth creation in Canada through
technological innovation.
. Mission :
Our
Stimulate innovation in Canadian SMEs.
Our strategic objective :
Increase innovation capacity of Canadian SMEs.
NRC’s Industrial Research
Assistance Program
• In existence since 1947
• In Canada :
– Invests over $100M per year in contribution to SMEs ( less than
500 employees )
– Work with over 10,000 SMEs / year and provide funding
support to over 2,500 projects / year
The Toolbox
• Support to Firms for R&D
• Financial Support for Firms’ Technology
Development
• Financial Support to Bring New Skills to Firms
• Financial Support for Organizations Providing
Innovation Assistance to SMES
• Technology and Advisory Services
• Networking and Linkages
Firms eligible to NRCIRAP financial support
• For profit, incorporated commercial entity;
• 500 employees or less;
• Willingness and potential to improve their technological
innovation capability;
• Open to establishing a trusted relationship with NRC-IRAP;
• With a coherent business plan demonstrating required skills in
marketing, technology and management, as well as the
appropriate financial capacity to undertake the project and
exploit its results.
IRAP’s International
Partnering Goals
• Key to IRAP’s strategic planning is growing SMEs to a mid size and
ready for international technology opportunities
• We work in close collaboration with Canadian embassies and other
federal government departments
• IRAP has long supported SMEs to seek out international technology
partners
• Our support includes:
– Information and competitive intelligence on international markets
and technologies
– Host foreign SMEs and missions that visit Canada
– Funding to Canadian SMEs to carry out technology missions
– Funding to support international R & D collaboration projects
International
Partnering Approach
• Across Canada, IRAP’s Industrial Technology Advisors monitor
clients for international interests
• This results in individual SMEs visiting research institutions and
firms, or organized missions with several firms ( 5-15 SMEs )
• Increasingly, our planning involves competitive intelligence and
activities
• Support follow-up activities by Canadian SMEs to pursue
international collaborative projects
• Seek to partner with organizations in other countries with similar
mandates
CANADEKA
NRC-IRAP’s ultimate goal is to encourage
science and technology development and
commercialization by SMEs and realizes that
partnerships and agreements like the one held
with Spain’s Centre for the Development of
Industrial Technology (CDTI) will assist in
achieving this goal.
CANADEKA
• NRC-IRAP and CDTI are collaborating on a reciprocal
basis to further each other’s support of SME growth,
technology transfer and technology development for the
purpose of generating economic benefits for both Canada
and Spain.
• This agreement allows for mutual collaboration between
our countries, and is an opportunity to build greater
partnerships between Canadian and Spanish companies
as well as research institutions that continue to make
headway in all areas of innovation.
CANADEKA - CRITERIA
1. Involve at least one qualified company from each country
(Spain and Canada).
2. Be directed at developing a product, process or service having
a wide market potential.
3. Have some identified expected benefit from pursuing the
project on a cooperative basis.
4. Be directed towards the development or use of advanced
technologies.
5. Aim to secure a significant technological advance with regards
to the product, process or service concerned.
6. Clearly identify a commercial application to benefit mankind.
PROJECTS TO DATE
• 7 to date in manufacturing engineering, ICT,
bioenergy and biotechnology
• 8 in development in bioenergy, ICT, and biotech
KEY CONTACTS
In Canada
In Spain
National Coordinator
George Ortega
(204) 984-4400
[email protected]
National Coordinator
Ismael Rodrigo Barco
Executive Coordinator
Bill Dobson
(416) 954-8330
[email protected]
Executive Coordinator
Jose Manuel Leceta
[email protected]
[email protected]
Doing Business in Spain
Toronto, 20th May 2008