Accuracy presentation December 2010
1 Quick snapshot on Accuracy presentation – November 3 rd, 2010 1
Introduction We are pleased to present you Accuracy 1 2 Paris | Madrid | Amsterdam | Milan Frankfurt | Brussels | London Accuracy is the sole truly independent European player in financial advisory services to corporates and institutions Accuracy is located in seven countries in Europe and can intervene everywhere globally Headcount evolution 2005 -2010 3 We give sense to figures: we analyze, challenge, comment figures used for strategic decisions 180 145 110 78 51 30 2005 Accuracy presentation – November 3 rd, 2010 2 2006 2007 2008 2009 2010
Your situations – Our know-how …Our know-how… Your situations… Acquisitions / disposals Complex accounting Mergers Audit techniques Restructuring Financial aggregates analysis Litigation Modelling Diagnostic used to decide Valuation Difficulties – special situations Market and competition analysis Top-line forecasting …Accuracy’s five business lines: Transaction Support & Advisory Forensics, Litigation & Arbitration Valuation & Fairness Opinion Corporate Recovery Services Economics & Business Analysis Accuracy presentation – November 3 rd, 2010 3
Accuracy is active along five business lines Transaction Support & Advisory Assistance during different phases of the processes (from preliminary assessment to closing) Financial due diligences (Buy Side - Sell Side - Vendor Due Diligences) Forensics, Litigation & Arbitration Damages or losses valuation Preparation of case documentation and assistance Valuation & Fairness Opinion Valuations and complex financial modelling Fairness opinions (testimonies, building up relevant financial rationale…) Combined approach Tailor-made offer Accuracy presentation – November 3 rd, 2010 4 Corporate Recovery Services Financial assessment and cash forecasts Full assistance during restructuring processes / crisis and special situations Economics & Business Analysis Market and competition analysis (ex: market sizing, market shares, pricing and volume trends, competitors’ positioning and dynamics) Forecasting (topline, cost structure)
Accuracy has a unique model Independence We manage our conflicts of interests without any compromise Our policy is to work exclusively for one client for each situation or transaction We are not subject to any regulatory constraints as we do not exercise statutory audit activities We concentrates on « figures » and financial advisory services We have a strong technical base: accounting, audit methodology, corporate finance, statistics, business and market analysis Sound and direct conclusions to contribute to your decision process More experienced teams The 8 years average work experience in our teams is higher than the usual industry average Our partner to consultant ratio (1 to 5) is key to our organization and is unmatched in the industry Quality of the signature Accuracy signature was used to finance and structure large transactions (Cegelec, Zodiac, Kaufman&Broad…) A strong co-stockholder: AON Corporation, NYSE listed group One expertise: “figures” The Strategic Orientation Board Philippe AUBERGER, Banque de France | Laurent BATSCH, Université de Paris-Dauphine | Gonzague de BLIGNIERES, Barclays Private Equity France | Henri LACHMANN, Schneider Electric | Jean-François PALUS, Groupe PPR | René PROGLIO, Morgan Stanley Accuracy presentation – November 3 rd, 2010 5
How we work Values are fundamental within Accuracy Each new entrant at Accuracy is personally committed to adhere to a strict set of ethical standards Our key values and drivers: confidentiality, transparency, courage and loyalty Tailor-made approachs Our business model and our independence allow us to develop tailor-made approaches, combining different expertises in a single engagement (ex: review of financials, market and business plan) We permanently adapt our solutions to meet client expectations 2 partners on each assignment to multiply experienced views and expertise No individual P&L by partner European staffing and global reach Diversity and depth of backgrounds: CPA’s, MBA’s, Ph. D’s (finance), Actuary, Law degrees, Engineers No silos: our professionals complete regular assignments in each of the different business lines to ensure they are exposed to various corporate situations Team work “Multi-situations” expertise Accuracy presentation – November 3 rd, 2010 6
We are able to intervene everywhere globally: our engagements for 6 years Accuracy presence Engagements Accuracy presentation – November 3 rd, 2010 7
2 Our credentials Accuracy presentation – November 3 rd, 2010 8
They trust us: some examples Large listed companies Accor Alstom Areva Carrefour Casino EADS EDF Lafarge LVMH M 6 PPR Other listed companies Safran Schneider Electric Abengoa Almirall Suez Environnement Altarea BP Cegedim Europa. Corp Gaumont GE Real Estate TF 1 Thales Unibail-Rodamco Valeo Veolia Barclays PE Butler Capital Crédit Agricole PE Francisco Partners Eurazeo Privately held companies / Portfolio Industri Kapital Arc International Airbus AOS Converteam DCNS FCI Fives PAI Platinum Equity Qatari Diar Edmond de Rothschild Société Générale PE The Carlyle Group Heuliez Legris Industries Accuracy presentation – November 3 rd, 2010 Klépierre Manitou Samsung Siemens UGC Zodiac Vinci Total Private equity firms Advent AXA PE Générale de Santé 9 Norbert Dentressangle Pages Jaunes Pathé RATP Rexel Sernam Terreal Warner Bros …
Transaction Support & Advisory Our field of expertise Between 2005 and 2010, we have been involved in more than 300 deals. For example: Acquisitions l l l l Analysis of the target’s financial situation Analysis of past performance Analysis of forecasts and the business plan Critical review of pro forma (carve out) data Modelling of the financial consequences of the transaction Assistance with drafting and negotiating financial clauses in agreements Financial and accounting integration Accuracy assisted the Caisse des Dépôts et Consignations in connection with its buy side due diligence for a contemplated investment in La Poste Accuracy assisted The Carlyle Group in connection with its buy side due diligence for the acquisition of B&B hotels 2010 Accuracy assisted Altarea, ABP and Predica in connection with their buy side due diligence for the acquisition of the shopping centre CAP 3000 2010 Accuracy assisted Safran in connection with its buy side due diligence for the acquisition of SNPE Matériaux Energétiques (SME) 2010 Disposals l l l l Upstream studies (accounting and financial engineering) Preparation of the business plan Management of the disposal process Preparation of vendor due diligence Preparation of a financial facts book (“VDD light ”) Assistance with negotiating the contract and with post closing ” discussions Modelling of the financial consequences of the disposal Accuracy presentation – November 3 rd, 2010 Accuracy assisted Schneider Electric in connection with its buy side due diligence for the acquisition of Areva T&D Accuracy assisted LVMH in connexion with its vendor due diligence in the disposal of La Brosse & Dupont 2010 10 Accuracy assisted Qatari Diar in connection with its buy side then sell side due diligence on Cegelec 2008 -2009 Accuracy assisted PPR in connection with its vendor due diligence in the disposal of Yves Saint-Laurent Beauté to l’Oréal 2008
Forensics, Litigation & Arbitration Our field of expertise We worked with these and other law firms: Our services cover litigation in all areas of the law: ( M&A, commercial contracts, corporate criminal law, stock market transactions, arbitration, bankruptcy, construction…) After a detailed analysis of data…… l l l l Economic analyses Scenarios and simulations Modelling of financial situations from hypotheses Financial valuations Estimation of financial and accounting aggregations Detailed critical analysis of financial and accounting data Reconstitution of data … our experts get involved in: l l Preparation of the financial file, for the claimant or defendant (damage assessment) Assistance with lawyers for the financial part of their allegations Critical analysis of expert reports in response Testimony Accuracy presentation – November 3 rd, 2010 11 Allen & Overy Baker & Mc. Kenzie Bird & Bird Bredin Prat Clifford Chance Clyde & Co CMS Cremades y Calvo-Sotelo Cuatrecasas Darrois Villey Maillot Brochier Dechert De Pardieu Brocas Maffei Duclos Thorne Mollet-Vieville Dutilh Eversheds Garrigues Gide Loyrette Nouel J&A Cremades Jones Day Linklaters Lovells Mayer Brown Pérez-Llorca Ramon y Cajal Shearman & Sterling Stehlin & Associés
Valuation & Fairness Opinion Our field of expertise For example, among the valuations carried out between 2005 and 2010: We intervene in various contexts: l l In financial transactions involving listed companies In shareholder discussions For legal restructuring operations To ensure compliance with accounting standards We conducted more than 400 valuations between 2005 and 2010 Our expertise and our teams are acknowledge by: l l Big listed companies and their advisors (banks, lawyers) Stock Market Regulation Authorities (AMF), Tax Authorities Accuracy assisted the FSI with the process of valuing its portfolio of investments 2009 -2010 Accuracy presentation – November 3 rd, 2010 12 Accuracy issued a fairness opinion on the occasion of the takeover bid initiated by SNCF Participations on the share of Geodis 2008 Accuracy assisted Eurazeo with the process of valuing its portfolio of investments Accuracy issued a fairness opinion on the occasion of the compulsory public buyout offer on the share of Hyparlo initiated by Carrefour 2008 Accuracy acted as an independant expert in the context of complex options issuing, e. g. : BSAR Havas (2006) ABSA GFI (2007) BSAAR STEF-TFE (2008) BSAAR Capgemini (2009) Accuracy undertook management package valuations in more than 150 LBOs between 2005 and 2010, thanks to its model Accur’option®
Corporate Recovery Services Our field of expertise Among the engagements carried out: We intervene in a context of: l l l Underperformance compared with forecasts Significant reduction in the order book Cash flow difficulties Recurring losses Launch of collective liquidation proceedings Accuracy assisted Heuliez in connection with its safeguard plan, approved in August 2008 We provide assistance to company management, shareholders, banks, receivers, potential buyers Accuracy assisted Autodistribution in connection with the reorganisation of its debt, conducting financial analyses and establishing cash forecasts Accuracy assisted MGA Entertainment with the preparation of a continuation plan for Smoby Accuracy assisted SIA in the restructuring process of its financial debt Accuracy assisted a large industrial group in connection with the reorganisation of its debt and the preparation of a recovery business plan Our experience with distressed company allows us to: l l l Perform a relevant economic and financial diagnosis Define the origin of the company’s difficulties Prepare detailed operating and cash flow forecasts Validate the relevance of operational and/or financial turnaround levers Assess their future impact We conduct a lot of « INDEPENDENT BUSINESS REVIEWS » in the context of breach of covenants Accuracy presentation – November 3 rd, 2010 13 Accuracy assisted Proximania in connection with its acquisition of Insert under composition procedure
Economics & Business Analysis Our field of expertise We have been involved in various situations combining financial and business analysis: Acquisitions & IBR : we combine into a single service financial review along with : l l Market review (sizing, market shares, pricing and volume trends) Competitors’ analysis Critical review of market forecasts and business plan (top line and cost structure); sensitivity and correlation analyses Merger clearance and pre-clearance (market analysis) Acquisition Diagnosis IBR Accuracy performed a market quantification analysis through the « one set of figures » approach for Manitou on behalf of the Executive Committee Accuracy performed a critical analysis of the management business plan in the infrastructure equipment industry Diagnosis Litigation Arbitration Accuracy performed a critical review of the financials, market sizing and forecasts for a major listed utility company Accuracy assisted a major listed aerospace company in modelizing sales and cash forecasts Accuracy performed a market review for a large listed oil&gas company in the context of an arbitration procedure Accuracy assisted a large media company in assessing management forecasts Disposals : l l l Analysis and presentation of sectors/markets, and preparation of business plan, possibly combined with a financial vendor due diligence Preparation of an info memo-like market section documentation Preparation of data-room for market/business information Diagnoses & Data Collection : we provide assistance to corporates, portfolio companies and shareholders in : l l l Assessing the financial and strategic positioning of a business/subsidiary/business unit Building documented market forecasts and business plans; sensitivity and correlation analyses Combining financial and market data into a single, integrated view Litigation support & competition proceedings : l Economic analysis, market modelization and scenarios Accuracy presentation – November 3 rd, 2010 14
Amsterdam Paalbergweg 2/4 1105 AG Amsterdam Accuracy Madrid Rosario Pino, 14 -16 28020 Madrid Brussels Stéphanie Square Avenue Louise 65, box 11 1050 Bruxelles Milan Piazza Cavour, 2 20121 Milan Frankfurt Taunustor 2 60311 Frankfurt am Main Paris 41 rue de Villiers 92 200 Neuilly-sur-Seine Corporate Financial Advisory contact@accuracy. eu www. accuracy. com London Hudson House 8 Tavistock Street London WC 2 E 7 PP Accuracy presentation – November 3 rd, 2010 15
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