DataSite: The Virtual Data Room from Merrill Corporation Easy to use. Locally Supported. Fast Implementation. VIRTUAL DATA ROOMS M&A TRANSACTIONS CORPORATE FINANCE PUBLIC AND PRIVATE TRANSACTIONS IPO OFFERINGS M&A TRANSACTIONS SHAREHOLDER COMMUNICATIONS LANGUAGE TRANSLATIONS CORPORATE FINANCE PUBLIC AND PRIVATE VIRTUAL DATA ROOMS
Merrill DataSite is the only VDR solution that is fully designed, implemented, hosted and supported by the same single organisation 1
I need to share vital documents. Fast. But many VDRs can be hard to use, expensive to run and very inflexible Are you selling a business? Perhaps you're selling part of it; or acquiring a company. Maybe you're managing an IPO. Whatever your situation, you need a way to share critical business information with key parties, as soon as possible. To do this, some organisations consider a physical data room. All documents are placed inside, and key parties are invited to view them. Yet whilst the premise is simple, relying on a physical location can actually hamper the progress of a crucial deal. For example, getting to the room may be tricky for those people travelling some distance. Visitors may also not have the time to study everything at once. In fact, they may be obliged to pay several visits, as new documents are made available for viewing. The result is great inconvenience for all parties involved in the due diligence process. To counter this, organisations of all sizes are turning to Virtual Data Rooms (VDRs) secure online document repositories, which give authorised users access to due diligence information whenever they want it. But many VDRs can be hard to use, expensive to run and very inflexible which makes them more of a hindrance than a help. So what is the best solution? How can I optimise the due diligence process? Merrill has the answer with our VDR: DataSite. DataSite is designed to flow like a Microsoft Office application, so it s easy to use. You can make additions and changes to it yourself, putting you in control. We charge a fixed cost per-page that covers all ancillary support and services, so it s easy to budget for. And what s more, we promise to get your room up and running within 72 hours even if you have 50,000 hardcopy pages to upload. It s also extremely secure, feature-rich, and supported from beginning to end by our talented in-house team, who have managed projects like this for many years with the world s most successful companies. In this brochure, we ll show you why all of these elements add up to make DataSite the most reliable way to share due diligence information fast. 2
What is a Virtual Data Room? A VDR is a highly secure online document repository, which can be used to support a wide variety of activities. It can be used for a merger, acquisition or disposal, IPO or secondary offering, REIT, asset purchase, liquidation, bankruptcy, or any transaction that requires due diligence. Documents are uploaded or manually scanned into the VDR, and all key parties involved in the due diligence process can access them securely. This includes vendors, buyers, lawyers, bankers and other key advisors, who will typically use the space to study a wide variety of material from corporate records, management data and property documentation, to insurance statements and marketing plans. Not all of them are the Same Not all VDRs are the same, however. In fact, some may actively hinder the due diligence process. Merrill DataSite can have an average site of 20,000 pages scanned, indexed and available for use in 4 hours. For example: Many are very hard to use, with screens that are difficult to navigate Many have limited search facilities, that fail to work across the whole database in a single click Some require you to download every single document to your desktop PC to view them hogging bandwidth and clogging your hard drive with hundreds or thousands of files And some charge for added extras making the whole solution very expensive DataSite from Merrill is purpose-built with issues like this in mind. Read on to see how it can benefit your business. 3
Merrill DataSite: the Business Benefits Rapid set-up Regardless of Document Type Our expert teams can scan all hardcopy documents into the data room on your behalf. We can have up to 50,000 hardcopy pages scanned, indexed, and available to view very rapidly in 72 hours or less. These are pages of varying sizes and shapes, from small to very large. If your documents are in electronic format, we can set up the data room even faster we can have an average site of 20,000 pages ready in 4 hours. No other VDR supplier can make such a promise. Reliable, Hosted Service from a Single Supplier Merrill DataSite is the only VDR solution that is fully designed, implemented, hosted and supported by the same single organisation. There s no need to rely on third-party software to view your files, or to call third-party support if you have a query; you deal with Merrill s expert teams for every part of the process. The result? A reliable service, that runs efficiently from start to finish. Simple use and Complete Control The design of Merrill DataSite is based on Microsoft Outlook and Windows Explorer, making it very intuitive for everyone to use. Not only that, but your staff will also have access to exactly the same functions as the support team at Merrill. This puts you in complete control of your due diligence process at all times. Advanced Functionality Simple to use doesn t mean only basic functionality. Thanks to years of experience working with some of the world s largest companies, Merrill DataSite features some of the most advanced functions of any VDR, including sophisticated searching and highly detailed reporting tools. Fast, Secure Document Access Significantly, Merrill DataSite makes all documents available for viewing as hosted image files. This means there s no need to download files to your hard drive, making access to critical documents extremely secure as well as fast. Expert Consultancy and Support Choose Merrill DataSite, and you choose an organisation with more VDR specialists than any other VDR supplier. We ll work closely with you throughout your project, providing expert support whenever required. Importantly, our phones are never forwarded to other offices in different time zones. Call us even in the middle of the night and you ll speak to an assigned Project Manager. Cost Transparency Our aim is to be as transparent as possible with our pricing. Our per-page price is inclusive: there are no hidden costs. All the support is included in the price; you won t need to acquire any third-party software; and you won t have to pay extra to include more participants in your data room. This means you can budget accurately for your project and stick to that budget. 4
We found Merrill DataSite to be very user friendly for both the buyers and us, the sellers. Alasdair Maclay, Director, Actis Capital Merrill DataSite: Key Features Sophisticated Search Functionality The search facility within Merrill DataSite is extremely sophisticated. Using Boolean Searching, just like today s fastest and most popular internet search engines, you can rapidly find specific words and phrases you seek Using Pattern Searching, you can find the closest matches to the spelling of your search term And using Concept Searching, you can intelligently search for related themes to your search term No other VDR offers such advanced search functionality. Market-Leading Security DataSite is the only VDR company whose security processes are certified to ISO 27001. Indeed, security is built into every layer of our product. For example, users can only view documents that they are permitted to see. Each password can only be used by one person, preventing sharing or borrowing of IDs. Documents are digitally watermarked to ensure integrity, with no need to download the entire document to the desktop for viewing. All of this, and more, ensures your confidential information is well protected. Comprehensive Reporting Who s been looking at your documents? With Merrill DataSite s Reporting feature, you can see who has visited your DataSite, what they ve been reading at an individual page level and for how long, to a fraction of a second. In this way, you ll rapidly know who is serious about your deal, and who isn t. 5 What you get with Merrill DataSite ISO 27001 certified SAS 70 Type II environment OCR included 100% site-wide search No file size limit Multiple document viewing Integrated Q&A with document links Comprehensive activity reports Dynamically watermarked pages No browser plug-in needed Full colour documents Secure viewing of documents, even large scale plans Q&A Open communication is vital to the due diligence process. Through Merrill DataSite s Q&A Forum, the vendor and advisors can seamlessly manage the Q&A process. DataSite s technology allows the vendor to place the onus for quality control of questions on the buyer, whilst obviating the need for a cumbersome process involving email and Excel spreadsheets.
Why not see a demonstration for yourself? Please don t just take our word for it. You need to see Merrill DataSite up and running to know if it s the right VDR solution for your business. Just give us a call, and arrange a time that suits. One of our experts will demonstrate how easy DataSite is to set up and use, and you can ask any other questions you may have, too. Interested? Give us a call on: 0845 602 6916 We look forward to hearing from you. The Merrill DataSite VDR solution is the best way of running a sale. It s easy to use and manage. Robert Frost, Member of the Executive Committee, Allianz Capital Partners 6
European Headquarters Merrill Corporation Ltd. 101 Finsbury Pavement London EC2A 1ER UK T +44 (0) 207 422 6100 E Datasite.UK@merrillcorp.com Frankfurt Merrill Germany GmbH Germany T +49 (0) 151 14 16 8175 E Datasite.GER@merrillcorp.com Paris Merrill Corporation S.A.R.L. 4 Square Edouard VII 75009 Paris France T +33 (0) 1 40 06 13 12 E Datasite.FR@merrillcorp.com Corporate Headquarters Merrill Corporation One Merrill Circle St. Paul, MN 55108 USA T +1 (0) 800 688 4400 Hong Kong Merrill Communications 3203 LippoCenter One 89 Queensway, Hong Kong China T +852 2110 8165 E Datasite.CH@merrillcorp.com Sydney Merrill Communications 233 Macquarie St Sydney NSW 2000 Australia T +61 2 9225 3510 E Datasite.AU@merrillcorp.com www.merrillcorp.com/datasite www.merrilldatasite.com About Merrill Corporation Founded in 1968 and headquartered in St. Paul, Minn., Merrill Corporation is a leading provider of outsourcing solutions for complex business communication and information management. Merrill s services include document and data management, litigation support, branded communication programs, fulfilment, imaging and printing. Merrill targets markets including the legal, financial services, insurance and real estate industries. With more than 6,300 people in over 70 domestic and 15 international locations, Merrill empowers the communications of the world s leading companies. Windows Explorer, Microsoft Outlook and Microsoft Office are registered trademarks of Microsoft Corporation in the United States and other countries.