Business Acquisition Process

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1 Ilse De Loof

2 Business Acquisition Process Target Identification Engagement Due Diligence Negotiation of the transaction Closing Implementation & transition

3 Phase 1: Target identification Deal teams Key activities Key deliverables Executive Management Board Legal Letter of interest CA & NDA identify potential acquisition target gather preliminary information go/no-go assessment Letter of interest CA & NDA

4 Phase 2: Engagement Deal teams Key activities Key deliverables Executive prepare mini Management DD legal review high finance level financials HR gather more mini DD teams detailed acquisitions data prepare Letter of Intent select outside Letter of interest consultants CA & NDA Internal NDA for deal team mini DD report Letter of Intent

5 Phase 3: Due Diligence Deal teams Executive Management legal finance HR Operations/technical Commercial risk management IT quality & safety External advisors Letter of interest CA & NDA Key activities Kick-off meeting deal team prepare DD charter & checklist set up data rooms Data collection Data analysis and risk identification prepare preliminary plans site meetings evaluations of people & culture quantify major risks & opportunities develop mitigation strategy draft DD report Prepare first draft of purchase agreement obtain board approval to proceed Key deliverables DD report board presentations

6 Phase 4: Negotiation of the transaction Deal teams Key activities Key deliverables Executive Management legal finance Letter of interest CA & NDA Negotiations by deal team Finalize purchase agreement obtain waivers & approvals purchase agreement waivers & approvals

7 Phase 5: Closing Deal teams Key activities Key deliverables Executive Management legal Letter of interest CA & NDA simultaneous signing & closing vs deferred closing Virtual vs in-person closing purchase agreement board & shareholder consents secretary s certificate certifying the accuracy & effectiveness of the relevant authorizing resolutions and charter documents of the target company Shareholder approvals legal opinions ancillary agreements & documents: provisionary notes, bill of sale, employment agreements, escrow agreements considerations (stock or cash) regulatory approvals evidence of third party consents & waivers evidence of release of any liens

8 Phase 6: Implementation & Transition Deal teams Key activities Key deliverables Executive management Functional leads Letter of interest CA & NDA appointment transition & integration team identify and agree postclosing obligations integration & transition plan and schedule organisation chart communication plan

9 Due Diligence Plan Collect Analyze Report

10 Plan Scope the DD: determine transaction, scope and timing tailor the DD checklist and risk focus to the target, its industry and type of transaction (asset vs stock) know what information is already available determine materiality thresholds

11 Determine different fields of DD Technical Environmental Legal Target Integrity & Background Check Financial & Tax Vendor DD: beware of high level DD

12 Coordinate the DD process: appoint a DD coordinator organize the DD team based on geography, lines of business, organisational structure balance external vs internal team secure highest degree of confidentiality in order to not influence stock price of listed companies clear scope descriptions of each team member organise regular update calls status reports

13 Collect Dataroom: invest in a virtual dataroom monitor confidentiality and strict access control viewing copying printing time limits on viewing and logging strategic vs financial buyers black box for final bidder customer contracts: pricing senior executive contracts

14 Analyze Early identification of problems & obstacles Change of control provisions Acceleration events Protective provisions Waivers, notices, consents Antitrust Volume commitments Refinancing Bonusses triggered Litigations - Evaluate impact on pricing - Secure waivers and approvals

15 Report Purpose DD Report: 1) advise whether or not to proceed with acquisition 2) summary of nature of target, potential risk and opportunities 3) present data collected in order to negotiate a favorable purchase price 4) basis for the draft of the representations and warranties section of the purchase agreement

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