Due Diligence investigations into practice

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1 Due Diligence (eng)

2 Due Diligence investigations into practice Introduction Due diligence investigations by Contzé & Partners are approached from a multidisciplinary perspective. Our partners are trained to recognize and identify risks and evaluate the chances appointed by you. All this with the focus on those factors that determine the realization of future returns and cash flow development. Due Diligence projects are dependent on the chosen scope, executed by a multidisciplinary team of specialists, including lawyers, tax specialists, IT consultants, pension and environmental consultants and accountants. Besides these investigative aspects, we also look on: Transaction optimization Possible funding, Integration and Optimization issues in pre- and post- acquisition. Transactions in which we assist, are often characterized by the specific interests of many parties and significant financial consequences. Time pressure and emotional involvement usually play an important role. We are focused on it, taking into account the specific interests and emotions identified, representing the interests in the best possible way. Services Within the due diligence investigations distinguish should be made between: Buy-Side Due Diligence A Buy- side due diligence occurs when the research is conducted by and on behalf of the buyer. Vendor Due Diligence We speak of a Vendor Due Diligence when, although initiated by the seller, the investigation takes place independent of the interests of the vendor for and on behalf of the potential buying party. Vendor assistance Vendor assistance intends to be a critical assessment by the seller at his own organization. The objective of this is that, seller should not be faced with findings that may adversely affect the sales process, during the sales process. Besides the above acquisition and sales investigations, the services of Contzé & Partners also includes data room support and post- acquisition analyses. We will continue to explain the above categories.

3 Buy-Side Due Diligence Buying a business, for most entrepreneurs including MBO and MBI candidates, is an important step with major financial implications. It is therefore in your interest, to get full understanding of the risks and opportunities prior to the transaction, in order to make a responsible business decision. All this varies depending on the risk perception by the individual entrepreneur. The determination of the scope of the due diligence investigation therefore needs to be tailor- made. Contzé & Partners offers the full range of specialists to support the decision making process of buying a business. Through our support we will help you to make an economically and strategically sound decision. Based on our investigation we provide a report that is custom tailored to your specific information needs. Depending on your requirements the report may include insights into potential deal breakers, working capital analysis, sustainability of the income, input for the negotiation and contract formulation and post- acquisition cautions.

4 Vendor Due Diligence Vendor due diligence is the most extreme form of sales support. The due diligence takes, as true, place with regard to the scope of the potential buyer and on behalf of the prospective purchaser, but initiated by the seller. The approach of this kind of investigation is characterized by a high degree of objectivity and independence of Contzé & Partners towards the seller. The process prior to the sale of the company is one of self- reflection. Evaluating the status quo of the organization with a focus on identifying the strengths and weaknesses, threats and opportunities. Knowledge of these aspects makes it possible to anticipate on the negotiation with potential buyers, and a breach of the primary agreements as possible can be countered. This knowledge gives you more confidence during the process and there will be no unwanted surprises with respect to your organization. Secondary benefits such as a better management of the information flows to potential buyers and streamlining the sales process itself, often shorten the duration of the process itself. A vendor due diligence intends to give the potential buyer an objective picture of those aspects that may be of interest to the transaction. A vendor due diligence is among others used in projects where the company will be sol through an auction and therefore more potential buyers are identified. It is usually not desirable that every buyer will perform its own (buy- side) due diligence. This would increase the total time of the sale process disproportionately. Each potential buyer will have access to the vendor due diligence report and will want to enter into consultation with its author, in order to get further clarification on issues that are important to him. The author of the report needs to be able to freely discuss the issues reported by him with the potential buyer. Vendor due diligence, as offered by Contzé & Partners, can be summarized as follows: Independent investigation commissioned by the seller on behalf of the potential buyer, and is characterized by: Independent investigation on behalf of the buyer Analysis of factors creating value Research into risk factors Cost effective Good preparation for the sales process Duration of the process will be reduced

5 Vendor Assistance Contrary to the vendor due diligence, vendor assistance will assist the vendor and is not focused on the potential buyer. Objective of the investigation is "knowledge gives power" and seeks to prevent that seller is confronted with issues during the process concerning the organization which can influence the sales process negatively and can interfere with the negotiations. Information memorandum Your advisor will, if appropriate, prepare an information memorandum for you to draw a representative image of your company. This information memorandum is the first document that is made available to potential buyers. It is therefore important that the information contains no inconsistencies and inaccuracies. Projections In addition to screening the information memorandum, we evaluate the forecasts made by you as a seller. Looking for a consistent basis and plausibility of the assumptions in a way that the potential buyer would do. Vendor assistance as offered by us, may be summarized as follows: On behalf of the seller Hold the mirror for the own company Limited reporting Internal focus Anticipating on known and newly identified risks Facilitating the sales process As an information memorandum intends to emphasize your interests as a seller, the report will not be complete. It is therefore focused on those things that you as a seller wishes to bring to the attention of the buyer. We support your corporate finance advisor, where appropriate by independently screening the information memorandum. Detailed screening to prevent the sales process having a false start. Inaccuracies that could avail the buyer and could have a downward effect on the price.

6 Dataroom Assistance During a purchase or sales process it is essential to provide reliable information to the parties involved in this process. All parties should have the right and identical information. Setting up a professional data room is of great importance. A well- designed and systematic set up data room inspires confidence. We provide the full range of services related to building and managing the data room. Our support reduces pressure on your organization. We create consistency in the information available and will continually monitor the process of information delivery. Indexing data room In a professionally set up data room all information has been indexed and the information can be quickly accessed. Prior to opening the data room Contzé & Partners can assist you in indexing the data room systematically. Dataroom management During a purchase or selling process, it is important to handle the information in the data room discretely. Contzé & Partners can assist you in managing information flows. We ensure that the information is provided to the right people. Dataroom location In situations where the data room needs to be placed on neutral territory, for example if staff are not aware of a possible sale, Contzé & Partners will arrange a neutral location for you. Besides a physical data room, we can also assist in setting up a virtual data room. The virtual data room can be installed in a secured Internet environment. Data can be made available online for the parties involved. Reproduction of the dataroom Setting up a professional data room can cost a lot of time and distract you from your daily work. In addition, information will be required which probably cannot immediately available be made available. Contzé & Partners can assist you in obtaining, copying, scanning and digitizing the information. We will treat all information obtained with the utmost care. Data room assistance as offered by us, may be briefly summarized as follows: Support in building and managing the data room Less pressure on the organization Consistency of information available Monitoring the process of information

7 Post acquisition support Contzé & Partners has the ability to guide you in integrating newly acquired businesses and to help achieving your transaction goals. Possibly your transaction goals were focused on achieving economies of scale or synergies. In both cases a solid integration plan is important, which sets out a clear timetable for the integration to be successful. Contzé & Partners can be of service. Post- acquisition support, as offered by us, may be summarized as follows: Realisation synergy targets Harmonization employment issues Integration Consulting Efficiency improvement Guidance on growth Professionalization Integration strategy A clear and viable integration strategy is often crucial to a merger or acquisition to actually succeed and achieve the desired objectives. This strategy will include explaining how best can be made use of the facilities, capabilities, networks and human capital in the new organization. But also practical issues are important, including the harmonization of labour conditions. Contzé & Partners for reasons of its commitment to SME s up to date with the latest developments in the field of mergers and acquisitions in the sector. Contzé & Partners has also in the past proven its services in post- acquisition support and has a clear insight into all aspects of transactions in SME s. We deliver pragmatic solutions to the typical sector problems of acquisition and integration.

8 Due Diligence proces Business model de[ining transaction goals deal breakers valuation LOI evaluating deal breakers price derterminants other key issues reporting on preliminary [indings Assesment of the target & Planning Transaction documentation SPA support reps & warranties de[ining post acquisition support transaction balance Factual DD investigation Reporting veri[ication of facts barriers to success evaluation of [indings

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