EMAIL DETAILS

FYI

Devon Archer
646 436 3745

Begin forwarded message:

> From: 刘喆 <zhe.liu@bohaicapital.com>
> Date: January 23, 2014 at 1:24:11 AM EST
> To: "'Devon Archer'" <darcher@rosemontseneca.com>
> Cc: "'Jonathan Lee'" <jonathan.li@bohaicapital.com>
> Subject: 答复: 答复: 答复: 答复: 答复: 答复: Contacts required in Tyco company or Morgan Stanley New York
>
> Dear Devon:
>
> We have several 3 parties con-call these two days. Current status:
>
> 1. IMM has reported to MS working team that CSST and US will join IMM bidding process.
> 2. It is expected to open Data room and share DD report of IMM in next week.
> 3. CSST is planning a suitable DD process and will back to us soon, as well as structure discussion between us and CSST, considering CSST team began their lunar new year holiday from this weekend.
>
> Will let you know if any updates.
>
> Regards,
>
> Jay
>
> 发件人: Devon Archer [mailto:darcher@rosemontseneca.com]
> 发送时间: 2014年1月23日 0:12
> 收件人: 刘喆
> 抄送: Jonathan Lee
> 主题: Re: 答复: 答复: 答复: 答复: 答复: Contacts required in Tyco company or Morgan Stanley New York
>
> Jay,
> I met with Will Dotson, Morgan Stanley's Global lead banker for Tyco yesterday. He confirmed from our discussion Sunday that CSST will NOT be considered a competitive threat within this process and welcomes us to join IMM in the second round bidding process for ADT CAPS. As per there NDA with IMM Will is looking forward to IMM informing them formally we are joining their diligence and bid. Good meeting all in all.
> Best,
> Devon
>
>
>
> On Sat, Jan 18, 2014 at 9:43 AM, 刘喆 <zhe.liu@bohaicapital.com> wrote:
> Hi, Devon,
>
> My phone number is +86 15822500989. Talk with you later.
>
> Jay
>
> 发件人: Devon Archer [mailto:darcher@rosemontseneca.com]
> 发送时间: 2014年1月18日 21:11
> 收件人: 刘喆
> 主题: Re: 答复: 答复: 答复: 答复: Contacts required in Tyco company or Morgan Stanley New York
>
> Xie xie. Would you be able to speak briefly at 9:30am EST (10:30pm Beijing time). Or your Sunday morning anytime (my Saturday night)?
>
> Devon Archer
> 646 436 3745
>
> On Jan 18, 2014, at 1:43 AM, 刘喆 <zhe.liu@bohaicapital.com> wrote:
>
> Dear Devon:
>
> Please let me know when is suitable for you. I will call you then.
>
> Regards,
>
> Jay
>
> 发件人: Devon Archer [mailto:darcher@rosemontseneca.com]
> 发送时间: 2014年1月17日 16:04
> 收件人: 刘喆
> 抄送: <hbiden@rosemontseneca.com>; <jbulger@thorntonai.com>; <luchangqi@ample-harvest.com>; Lindsay Wright; <jonathan.li@bohaicapital.com>; xinzhong.li
> 主题: Re: 答复: 答复: 答复: Contacts required in Tyco company or Morgan Stanley New York
>
> Excellent news. Let's discuss before I speak to MS again. Maybe tomorrow night my time.
>
> Devon Archer
> 646 436 3745
>
> On Jan 16, 2014, at 11:02 PM, 刘喆 <zhe.liu@bohaicapital.com> wrote:
>
> Dear Devon:
>
> We hold three parties’ meeting with CSST and IMM this week and got a positive progress. IMM welcome us and CSST to join its second round bidding. CSST also consider to join the project as a minority share holder and take a controlling position 3-5 years later.
>
> The team will focus on deal structure issues in coming days. We need to discuss with IMM to see what amount of initial equity could allocate to us. In another hand, we also need to confirm with CSST for future plan, like exit options and future step to get a controlling position in the company. We plan to figure out a applicable structure which would benefit CSST, IMM and us in next two weeks.
>
> Please contact me if you have any questions.
>
> Regards,
>
> Jay
>
> 发件人: Devon Archer [mailto:darcher@rosemontseneca.com]
> 发送时间: 2014年1月10日 23:51
> 收件人: 刘喆
> 抄送: <hbiden@rosemontseneca.com>; <jbulger@thorntonai.com>; <luchangqi@ample-harvest.com>; Lindsay Wright; <jonathan.li@bohaicapital.com>; xinzhong.li
> 主题: Re: 答复: 答复: Contacts required in Tyco company or Morgan Stanley New York
>
> Thank you Jay. I will relay to Will at MS and continue the lobby for our spot.
>
> Please update me on the IMM (Korean PE firm) discussions and status as well. It appears collaborating with them will ensure our participation.
>
> Devon Archer
> 646 436 3745
>
> On Jan 10, 2014, at 10:47 AM, 刘喆 <zhe.liu@bohaicapital.com> wrote:
>
> Dear Devon:
>
> We have a discussion with CSST today. They will use Guardforce as the platform to conduct this deal. Below is a brief introduction of CSST and Guardforce. We will give you more detailed introduction material once we received them from Guardforce team.
>
> CSST Introduction
>
> China Security & Surveillance Technology, Inc. (CSST) is China’s leading technology and infrastructure solution provider specializing in the provision of comprehensive solutions for city planners and local governments. Its solutions help to address, manage and overcome the emerging issues resulting from the rapid rate of urbanization. CSST combines different technological expertise, experience and solutions of the various business groups to provide a comprehensive solution for Smart Low-carbon City and Safe City development in China. The ultimate goal of CSST is to build smarter, safer, more environmentally and economically sustainable cities. CSST manufactures, distributes and installs security & surveillance systems. In addition, it provides one-stop-shop auxiliary security services and integrated security solutions to both commercial and government entities. It has been providing high quality services to its satisfied clients in China since 2000.
>
> Based upon its five principles of Perseverance, Compassion, Professionalism, Forward-looking, Excellence, CSST strives to serve the community and the general publican to become a globally recognized brand in Smart & Low-carbon City development.
>
> Smart China Group(SCG) is a leading integrated Smart City solutions provider in China. In anticipation of the growing urbanization challenges faced by cities globally, the Company focuses on integrating smart, green and sustainable technologies to facilitate city-wide management on a one-stop-shop basis.Thus allowing the cities to be safer, more convenient, environmentally friendly and more efficient.
>
> Security & Fire Technology Group (S&F) aims to address the growing security and fire system implementation needs. The group provides a comprehensive security and fire solution package for safe city deployment. These solutions include project design, integration, installation, systems provisioning and security operational services. Guardforce is one company under S&F.
>
> The Energy & Environment Management Group (EEM) strives to be the leading energy savings and environmental protection solutions provider in China. EEM focuses on providing consultancy, design, technology integration, installation and operational services for industrial energy saving, municipal waste management and new energy projects in China.
>
> The Investment & Finance Group (IFG) provides financial services to clients focusing on implementing innovative technologies and solutions for their business operations. IFGs financial solutions include investing, financing guarantee, insurance, and advisory services relating to equity investments, industrial incubation and other related financing solutions.
>
> Guardforce Introduction
>
> Founded in 1977, Guardforce is a highly experienced international security specialist dedicated to protecting customer life, property and asset through the state-of-the-art security services. Managed by experts in the field, Guardforce has the operational capability to ensure that all customer security needs are met. We are the leader in providing full-ranged security-related services, including manpower security, cash in transit, security courier and international high-value cargo and document transportation. It provide premium customized security solutions in: Door to Door Cash Collection & Delivery, ATM Management, Wrapped Coins Supply and Coin Processing, Secure Storage, Sub-Treasury Management, Cash Processing, Pick and Pack, Security Courier, Tape Management System, International and Overseas Shipment, Cash Deposit Management Solution and Customized Security Solutions.
>
> In 2013, Guardforce joined China Security and Surveillance Technology, Inc. (CSST). The combination of CSST’s financial and technological capabilities with Guardforce’s industrial and operational expertise create synergistic opportunities. The support of CSST will further strengthen Guardforce’s dominant position in Hong Kong as well as the Asia Pacific Region.
>
> Please contact me if you have any questions.
>
> Regards,
>
> Jay
>
> 发件人: Devon Archer [mailto:darcher@rosemontseneca.com]
> 发送时间: 2014年1月8日 0:22
> 收件人: 刘喆; <jonathan.li@bohaicapital.com>
> 抄送: <hbiden@rosemontseneca.com>; <jbulger@thorntonai.com>; <luchangqi@ample-harvest.com>; xinzhong.li; Lindsay Wright
> 主题: Re: 答复: Contacts required in Tyco company or Morgan Stanley New York
>
> Team,
> I met with William Dotson Jr., Managing Director Morgan Stanley, Investment Banking Division and Lead Banker at MS for Tyco today.
>
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>
>
> They are very far along in the sale process and he thinks its unlikely that we will be able to enter the process at this point.
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> Tyco is not interested in selling any other Asian assets at this time so the Hong Kong interest that we relayed is not tipping the scales for them. He did however, think it was a good idea on our part to indicate the HK interest as an entry way into the process. Normally an indication like this would ensure a seat at the table in the process (obviously for an ibanker :).
>
>
>
>
>
> That all said, he did leave the door open slightly and I would like to go back to him with the name of our China strategic partner and some information on them to illustrate our seriousness and reinforce us a credible buyer. Jay, Can you please send me vital information on our Partner that I can share with MS & Tyco.
>
>
>
>
>
> William is going to go back to his team and Tyco and make a case for us entering the process with this information. Their main concern is bandwidth on the sell side in managing the various bidders and the learning curve we will have to climb to catch up to KKR, Bain, etc. I think if we can illustrate strength in our partner and work harder and faster we have a shot.
>
> Please get me the information and let's discuss on weekly call.
>
>
>
>
>
> Best,
> Devon
>
>
>
>
>
> Devon Archer
> 646 436 3745
>
> On Jan 5, 2014, at 8:54 PM, 刘喆 <zhe.liu@bohaicapital.com> wrote:
>
> Dear Devon:
>
> We have further discussion with strategic investor last week. Other than ADT CAPs in Korea, the strategic investor would like to see if ATD or Tyco would sale their Hong Kong business as well. As you may knew, our strategic partner has already controlled more than 50% security market share in Hong Kong. It would good for the company if it could acquire similar business and really dominate this region market.
>
> Please mention this idea while talking with Morgan Stanley. I think as a Advisory they would interest about this potential transaction. Looking forward to your reply.
>
> Regards,
>
> Jay
>
> 发件人: Devon Archer [mailto:darcher@rosemontseneca.com]
> 发送时间: 2014年1月2日 20:52
> 收件人: 刘喆
> 抄送: <hbiden@rosemontseneca.com>; <jbulger@thorntonai.com>; <luchangqi@ample-harvest.com>; <jonathan.li@bohaicapital.com>
> 主题: Re: Contacts required in Tyco company or Morgan Stanley New York
>
> Thank you kindly for your New Year wishes! 2014 will be a fantastic year for all of us.
>
> In regards to the below. I will follow-up immediately with the FA, Morgan Stanley, this week, through their Vice Chairman and navigate to the lead banker on the deal.
>
> Stand by.
>
> Devon Archer
> 646 436 3745
>
> On Jan 2, 2014, at 2:54 AM, 刘喆 <zhe.liu@bohaicapital.com> wrote:
>
> Dear Gentlemen:
>
> First of all, wishing you and yours have a blissful 2014.
>
> In the last days of 2013, the team got a new project named ADT CAPS, which is the No 2. Korea security service company in this oligarchic sector. Currently, its shareholder Tyco would like to sell 100% of this company. Morgan Stanley New York is the seller’s FA. Nine investors including KKR, CVC and Bain capital has participated in the bidding process and Six of them has moved to second round bidding.
>
> Our strategic partner shows a very strong interest in this opportunity and keeps pushing us for detailed transaction discussion. However, the first round bidding process is already done. We need some direct contacts in the company or its FA to make us joining the game. The team would like to ask your help to indentify some contacts from Tyco Company or Morgan Stanley New York Relevant team in coming two weeks.
>
> In another hand, We would cooperate with Woori, the largest financial institute in Korea, in this project. Woori has some in-direct contacts with the company but still working on it. If any side could successful join the process, a consortium of Bohai Harvest RST, Woori and strategic partner could conduct DD and provide former bidding document to Tyco.
>
> Background of ADT CPTS:
> n ADT CAPS provides services like central monitoring, video surveillance and access control. The company has already built a sound position in this defensive sector with sustainable growth and is retaining good operation efficiency with proven business know-how.
>
> n In the last 11 years, Korea relevant market growth rate was 6%. The market is anticipated to grow steadily with expected increase in the number of small business triggered by baby-boom-generation retirement.
>
> n In the last three years, the company’s revenue realized an average 10% growth rate and reached 419.7 million USD in 2012. Its 2012 EBITDA was 128.2 million USD and the EBITDA ratio has steadily increased from 27.3% to 30.6% from 2010 to 2012. The company net profit was 55.1 million USD and supported a 23.6 million USD dividend in 2012.
>
> n The company has a very strong financial position, with 287.4 million USD total asset, 155.3 million USD total equity and 107.8 million USD net cash on hand.
>
>
> I am looking forward to your reply.
>
> Regards,
>
> 刘喆 Liu Zhe
>
> 渤海产业投资基金管理有限公司 Bohai Industry Investment Fund
> 天津市河西区马场道59号国际经济贸易中心B座26层（300203）
> 26/F., Tower B, ICTC, No. 59 MaChang Road, Hexi District, Tianjin, 300203, China
> O: 86 22 8386 7800 / F: 86 22 8386 7810 / C: 86 158 2250 0989
>
> =2