M&A Due Diligence Back-End Research Su for International Society of Primerus Law Fi Patrick Madden Client Executive Evalueserve Tel: + 1 614 829 3580 patrick. madden@evalueserve. com www. evalueserve. com 2008 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Presentation Plan © Evalueserve Overview © Evalueserve M&A Experience © Confidentiality & Client Feedback © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Evalueserve – Your Global Knowledge Partner © Evalueserve is a Knowledge Process Outsourcing (KPO) firm that provides custom research and analytics services to companies in the US and worldwide © Our services include: Legal Process Services, Intellectual Property Research, Market Research, Business Research, Data & Financial Analytics, Investment Research, and access to a global network of domain and Industry experts through Evalueserve Circle of Experts. © The firm was founded by IBM and Mc. Kinsey alumni, and has completed over 12, 000 client engagements. © We currently employ over 2, 500 full-time professionals located in research centers in Chile, India, China, and Romania. © Evalueserve has won several recent awards, including: 2007 CIO-100; 2006 Red Herring Asia Top 100 Private Companies; 2006 NASSCOM IT Innovation Award for Business Model Innovation; Wall Street Journal (Asia) Top Six Innovative Emerging Companies in Asia; Outsell Top 50 Research, Reports and Services Companies Worldwide; and Deloitte Top 150 High-Growth Companies in Asia-Pacific. Slide 3 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
A Full-Service Global Research Firm © Evalueserve has various competencies— Legal Process Services, Intellectual Property, Investment Research, Business Research, Data and Financial Analytics, Market Research, and Circle of Experts. © Our research teams are comprised of highly skilled professionals including Lawyers, Paralegals, MBAs, Ph. Ds, Engineers, MDs, Chartered Accountants, Scientists, Architects, Industry Experts, etc. Evalueserve Value Proposition Quality → Attention to detail in every element of client interaction → Disciplined project management and communication → Accurate and insightful analysis → Extensive research infrastructure Global Coverage → Operation centers in India, China, and Chile → Multi-lingual capabilities (50+) → Research conducted in the Americas, Asia Pacific, and EMEA → Local ‘in-country’ support → 24 x 5 coverage Custom/Cost-Eeffective → → Fraction of traditional cost 100% customized projects Access to experts in your field Multi-industry experience (10, 000+ completed projects) → Highly scalable/rapid response → Flexible working relationship Slide 4 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Synergistic Competencies Circle of Experts Fast access to frontline industry experts with unique opinions on markets, companies, products; 360° view of market due diligence on long-term investments ‘Executive confidante’ for one-on-one discussions on strategic issues Elicitation training on most effective and compliant methods to interview experts Investment Research Validation of investment ideas Corporate finance Equity research support Industry landscape and company profiles Fixed income research Target identification Quantitative Analysis Financial modeling and valuation Data and Financial Analytics Data cleansing, validation, and treatment Dashboard solutions and reporting Statistical modeling and forecasting Data-driven strategies including profitability analysis, channel assessment, product affinity analysis/cross selling Segmentation and cluster analysis Market Research End-to-end market research services Design, conduct and analysis of surveys: B 2 B, B 2 C Data processing Survey analytics Market research solutions: employee satisfaction, customer satisfaction, brand perception, new product development, advertisement effectiveness Business Research Market sizing and estimation Industry and company profiling Benchmarking Value chain analysis Newsletters Custom list generation Marketing and sales operations support Legal Support Services Paralegal and litigation support services Legal research Contract related services Intellectual Property Patent application drafting and filing with USPTO, EPO, etc. IP asset management Other IP analysis, e. g, licensing of valuable patents, Infringement analysis (preliminary) Technology Assessment Slide 5 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Evalueserve Serves 1, 000+ Leading-Edge Clients Automotive 100+ Fortune 1, 000 Companies Asia Pacific Financial Services Energy and Utilities Chemicals Consumer Goods Europe, the Middle East, and Africa Latin America and the Caribbean Retail 200+ Law Firms, Research, and Consulting Firms Life Sciences Information Technology Manufacturing North America Media and Entertainment 800+ Small and Medium Businesses Telecommunications Logistics and Transportation Slide 6 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Key Milestones Highlights Dec ’ 00 Founded Jan ’ 01 Commenced India Operations Jul ’ 01 First Major Client Signed Up Mar ’ 02 Achieved Profitability Sep ’ 05 Commenced China Operations Nov ’ 06 Commenced Chile Operations Feb ’ 07 Acquired Circle of Experts Jul ’ 08 Commenced Romania Operations Slide 7 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Evalueserve Language Capabilities Asia Pacific Europe © Bulgarian © German © Croatian © Greek © Hungarian © Danish © Italian © Dutch © Latvian © English © Norwegian © Estonian © Polish © Finnish © Portuguese © Flemish © French © Taiwanese © Malay © Romanian © Thai © Korean © Ukrainian © Telegu © Japanese © Turkmen © Tamil © Indonesian © Turkish © Sinhalese © Hindi © Swedish © Punjabi © Chinese © Spanish © Mongolian © Cantonese © Slovenian © Mandarin © Burmese © Slovak © Czech © Bangla © Serbian © Urdu © Russian © Vietnamese Americas Middle East © English © Arabic © Portuguese © Hebrew © Spanish © Persian Slide 8 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Primerus Members can rely on Evalueserve for many types of custom research projects! The default location for all work is India. The India hourly pricing rates for the term of this Agreement for valueserve’s various service lines are E tabulated below. COST PER HOUR * EVALUESERVE LINE OF BUSINESS Legal Process Services (Legal Research, M&A Due Diligence Back-End Research Support, Paralegal and Litigation Support Services-- including Document Discovery and Compliance with e-Discovery Rules, Contract-Related Services, Legal Organization Benchmarking, Contract Review & Negotiation Support, In. House Tool Development to Streamline Contract Management, Legal Data Extraction and Entry, Secretarial Assistance for Legal e-Filings and Application Processing, CRM Database Setup / Entry / Cleanup / Maintenance, etc. ) Intellectual Property Research (Patent Landscapes, Patent Infringement Studies and Ongoing Monitoring, Patent Filing, Research for Investment Banks & Future IP-Based Valuations, Patent Proofreading, IP Organization Benchmarking, Legal & IP Opportunity ‘White Space’ Identification, Patent Mapping, etc. ) Circle of Experts (Expert Witnesses, Industry Experts, Retired Executives from Client’s Competitors, Advisory Board Members, Strategic Advisors, etc. ) Business Research (Industry & Market Studies, Competitor Profiles, Identification of - and Outreach to - Target Clients / Suppliers / Distributors / Channel Partners / Buyers / Sellers, etc. ) Investment Research (Newsletters, Financial Profiles, Sector Reports, News Flows, Target Scouting, Equity Research, Company & Industry Report Updates, etc. ) Market Research (Phone/Web Market Surveys, Quantitative and Qualitative Expert Interviews, Member Firm/Customer/Employee Satisfaction Studies, Brand Perception Studies, etc. ) Data and Financial Analytics (Econometric/Quantitative Modeling, Back Testing Strategies, Forecasting Volatility, Monte-Carlo Simulation, Data/Financial Analysis, Proof of Concept Validation, Cash Flow & Balance Sheet Models, etc. ) Knowledge Technology (KT) (Sales Dashboards, Management Cockpits, Knowledge & Research Portals, File Conversion, Data Validation and Scrubbing, CRM/Supplier /Vendor File Maintenance, etc. ) Marketing & Sales Support (List. Gen, Updates & Maintenance -- Potential Clients, Investors, Suppliers, Vendors, Business Partners, Partners; Warm Lead Generation Phone & Mail Campaigns, etc. ) Desktop Publishing & Technical Writing (File layout, formatting, color/logo schemes, document setup, template development, newsletter/marcom collateral/slide deck reformatting, etc. ) Other (Administrative Support, File/Letter/Marcom Collateral Printing, Hand-Addressed Mailings, etc. ) TBD *Please Contact Patrick Madden (patrick. madden@evalueserve. com), or 1 -614 -829 -3580 for special Primerus pricing options. ** Evalueserve will provide access to frontline industry experts-- in any industry vertical, any geography-- through its subsidiary Circle of Experts (Co. E). Co. E introductory fees are waived for Primerus & Member Firm projects per this Agreement. NOTE: Evalueserve will provide fixed pricing for individual on-demand projects upon request. Slide 9 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Presentation Plan © Evalueserve Overview © Evalueserve M&A Experience © Confidentiality & Client Feedback © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Disclaimer for this Presentation This Presentation has been prepared for the purpose of providing an overview of the research support services offered by Evalueserve to its clients to carry out the Due Diligence process for M & A activities. The contents herein shall not be construed as a definitive suggestion. Services offered by Evalueserve are not intended to constitute legal, accounting, financial, consulting or professional advice or service. The contents of the Presentation are case-specific and do not guarantee similar results for any future assignment. The viewers and recipients of this Presentation are advised to seek consultation from professionals, as appropriate, regarding the information provided for any reliance, action or decision that they desire to place thereon. Evalueserve shall not be liable for any loss, claim or damage whether financial, punitive, consequential or otherwise accruing to any party, including without limitation that is caused due to any action taken in reliance thereon or otherwise. Slide 11 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Due Diligence Back-End Support Services Strategy Development Support © Target sector and geography identification © Market trend study for M&A in particular sector © Market analysis (market maps, economic scenario, regulatory environment, etc. ) Target Identification © Identification of target companies based on specified parameters (revenue, growth, sector, etc. ) Shortlisting and Detailed Profiling Deal Support and Transaction Analysis © Shortlisting companies based on mutually discussed parameters © Detailed company profiling © Due diligence support © Financial analysis—comparables, DCF Valuation, etc. Slide 12 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Due Diligence Back-End Support Services M&A Back-End Due Diligence Support by reviewing these documents © Employment Contract © Consulting Contract (Independent Contractor Agreement) © Assignment of Lease © Assignment of Contracts © Assignment of Intellectual Property © Motor Vehicle Transfer Documents © License Transfer Documents © Real Estate Transfer Documents © Mortgage or Deed of Trust © Powers of Attorney for Absent Signers © Covenant Not to Compete © Consent of Entity Owners to Sale of Assets Slide 13 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Due Diligence Back-End Support Services Access to Internal Repository of Clients Sorting of legal documents for relevancy purposes Indexing/Cataloging of documents Due Diligence Back-End Research Support Preparing Due Diligence Report/Rights & Liability Chart highlighting the Pre-merger & Post-merger situation If needed, conducting secondary research Legal audit & Analyzing specific clauses of contract, such as change of control, etc. Slide 14 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 1: Information on M&A Activity in India Project Overview The client is a North America-based private bank. It wanted Evalueserve to provide information on the overall M&A activity in India for the periods January-December 2003 and January-September 2004. The following information was required: © © Data on inbound and outbound M&A deals Information on average size of the deal Key players in the market and deals concluded by them Data on split of M&A deals by sector and industry Work Approach The study involved only secondary research. The project team conducted the research using a paid database, Bloomberg. Slide 15 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 2: Identification of Targets for Potential Mergers and Acquisitions Project Overview The client is a leading global supplier of wireless equipment infrastructure and supports all major standards for wireless communication. It wanted Evalueserve to identify telecom service providers in Spain and Portugal for potential mergers and acquisitions. The criteria for the selection of the companies were their annual revenues, assets, and range of telecom offerings. Work Approach The project was conducted in the following two phases: © Phase 1: This phase involved secondary research using databases such as Kompass and Hoovers. © Phase 2: This phase involved a targeted primary research to fill up data gaps. Slide 16 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 3: A Study of Mergers and Acquisitions in the UK in 2003 Project Overview The client is a businessman in the UK. He wanted Evalueserve to study the impact of mergers and acquisitions on key stock market indicators of the companies in the UK in 2003. Work Approach Evalueserve conducted the project in the following three phases: © Phase 1: This phase involved secondary research through a general Internet search. © Phase 2: This phase involved deriving some of the ratios by using the data available from websites pertaining to stock markets. © Phase 3: This phase involved comparison of key stock market indicators before and after the M&A activity for the companies involved. Slide 17 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 4: Identification of Ownership Structure of a Chemicals Company – M&A Strategy Project Overview The client is the corporate strategy department of a diversified business conglomerate. It wanted Evalueserve to help in a possible M&A opportunity and to provide it with the ownership structure of a large unlisted company. Work Approach The project was conducted using the following sources: © Secondary research (through a general Internet search and paid databases) © Paid reports of filings with Company House in the UK (where all UK-based limited companies need to file their company information as per the Companies Act) The project team was able to trace the complex web of shareholders from one company to another, before arriving at the final ownership structure for the target company. Using an Excel model, the project team calculated the following parameters: © The exact percentage ownership of the top five individuals in the companies © The broad break-up for the entire company Slide 18 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 5: Analysis of an Acquisition Deal for a Telecom Company Project Overview The client is a Europe-based regional investment advisory firm. It wanted Evalueserve to evaluate whether it should participate in a consortium that has won a telecom bid or not. The following specific information was required: © © Profile of the telecom company Comparables analysis pertaining to other telecom operators Business valuation model of the company Independent deal analysis Work Approach The project team worked on the information provided by the client. It also carried out secondary research by using paid databases such as Bloomberg and through a general Internet search, and prepared a business valuation model and the deal comparables analysis. Slide 19 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 6: Transaction Multiples Analysis on Publishing Industry in Select Regions Project Overview The client is a leading publishing firm in Asia. It wanted Evalueserve to search for and identify mergers and acquisitions in the publishing industry in select regions. Work Approach The project team conducted secondary research using paid databases, such as Dialog. Pro, Lexis Nexis, and Hoovers, and through a general Internet search. The team provided specific information for the following: © Target company details © Acquirer company details © Description of the deal © Deal value to revenue multiple Slide 20 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 7: Pre-Acquisition Analysis in the Equipment Rental Industry Project Overview The client is a strategy and M&A consulting firm based in North America. It wanted Evalueserve to conduct a pre-acquisition analysis of the equipment rental industry in North America. Work Approach The project team conducted secondary research using paid databases, such as Dialog. Pro, Hoovers, and Bloomberg, and through a general Internet search. The financials of companies for trading comparables and M&A data of the target industry were sourced from Bloomberg. The following information was provided to the client: © List of players in the construction equipment industry in North America along with a short description of the players © Trading comparables for public players in the industry © Transaction comparables in the industry over the last five years Slide 21 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 8: Developing a Penetration Curve Model for a Target Acquisition Company Project Overview The client is a Europe-based leading private equity firm. It wanted to acquire a controlling stake in a company that designed and manufactured hearing aids, and it wanted Evalueserve to complete due diligence pertaining to it. Work Approach The project was conducted in the following three phases: © Phase 1: This phase involved collection of data points through extensive secondary research using the Internet and paid databases, such as Dialog. Pro and Hoovers. © Phase 2: This phase involved filling up of data gaps through in-depth primary research and research through paid databases, such as Dialog. Pro and Hoovers. © Phase 3: This phase involved developing penetration curves for the target company’s products in major markets worldwide. Slide 22 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 9: Creating A Database on Global M&A Activity Project Overview The client is a North America-based technology consulting firm. It wanted Evalueserve to create a database on mergers and acquisitions by collecting information on the M&A activity of approximately 800 publicly traded technology companies that had been acquired by public and private companies since January 1, 2002. Work Approach Evalueserve conducted a pilot on 10 M&A deals. It carried out secondary research through the Internet and various secondary resources. The following data sources were used: © Companies’ SEC filings © Company sources, such as company websites, press releases © Select paid databases, such as Dialog. Pro, Hoovers, Bloomberg, Lexis-Nexis Slide 23 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 10: A Study on the Current M&A Outlook in the European Mid-Market Project Overview The client is a leading Europe-based M&A intelligence service firm providing deal flow opportunities integrated with comprehensive databases. It wanted Evalueserve to understand mergers and acquisitions in European mid-market companies. The client was also interested in learning about the IPO market in different regions (Germany, the Netherlands, and the UK) in Europe. Work Approach The project involved primary research. The project team conducted 110 interviews with executives in various industries across the UK, Germany, and the Netherlands. The average duration of each interview was 35– 40 minutes. Slide 24 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 11: China’s Energy Companies – Partnerships and M&A Project Overview The client is a North America-based leading engineering component manufacturer. It wanted Evalueserve to prepare a list of mergers and acquisitions in the oil and gas, and power sectors that have taken place in 2005, and involve a Chinese company. Work Approach The project team conducted secondary research by using the websites of these companies; paid databases, such as Bloomberg, Dialog. Pro, and Hoovers; and a general Internet search. Slide 25 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 12: Investment Analysis and Target Identification Project Overview The client is a leading venture capital firm in the US. It wanted Evalueserve to analyze and research the global outsourced custom software development market with a focus on Indian vendors in order to identify a potential investment target. The primary objective of the study was to understand the intricacies of the market and the best practices therein. Work Approach The study was conducted in the following two phases: © Phase 1: The project team conducted secondary research using industry journals, industry news, and a general Internet search. The team also conducted focused primary research to develop an understanding of the market drivers and key success factors. © Phase 2: The project team conducted a brief study of the key players in the Indian IT industry to identify relevant investment targets. Slide 26 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 13: Evaluation of Acquisition Targets in the Metal Casting Manufacturing Industry Project Overview The client is a large asset and wealth management organization in Europe. It wanted Evalueserve to evaluate acquisition targets in the metal casting manufacturing industry. Work Approach The team conducted in-depth analysis of the target companies’ products and market segments in terms of their market shares. It also studied the supply chain to analyze the competitive landscape and competitive position of business units with respect to other players in the industry. In addition, the team identified possible buyers of business units and the relative attractiveness of an outright sale vis-à-vis an IPO. Slide 27 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 14: An Analysis of Companies for Potential Acquisition or Investment by the Client Project Overview The client is a telemedicine company based in the US. It wanted Evalueserve to undertake the following: © Profile selected companies © Profile executives of the selected companies © Rank the selected companies for potential acquisition or investment by the client and provide details of their financial summary and past acquisitions Work Approach The study involved secondary research using sources, such as company websites and paid databases, and a general Internet search. Slide 28 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 15: Identifying Targets for Potential M&As Project Overview The client is a leading supplier of wireless equipment infrastructure worldwide and supports all major standards of wireless communication. It provides total solutions ranging from systems, applications, services, and core technologies for mobile handsets. The client wanted Evalueserve to identify telecom service providers in Spain and Portugal for potential mergers and acquisitions. The criteria for the selection of the companies were their annual revenues, assets, and range of telecom offerings. Work Approach Evalueserve conducted the study in a single phase. The project primarily involved secondary research, which involved referring to some of the paid databases subscribed to by Evalueserve, such as Kompass and Hoovers. The team also conducted a targeted primary research to compliment the secondary research. Slide 29 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 16 : Creation of Manual Database for Contract Management Project Overview The client is a manufacturing company. It wanted Evalueserve to manage its contract portfolio. The Client had volumes of contract and it was difficult to manage all the contracts across the countries. The Client wanted Evalueserve to create manual database of the Contracts. Work Approach This service offering falls under “ Contract Management and Administration” of LPO Services. The project was carried out in following seven phases: © © © © Phase 1: In this phase, all the Contracts (hard copies as well as soft copies) were made available to valueserve’s legal team. E Phase 2: In this phase, evalueserve’s legal team segregated the contract category wise. Phase 3: In this phase, the hard copies were scanned and converted to PDF [Document Conversion]. Phase 4: In this phase, contracts were reviewed for specific clauses. Phase 5: In this phase, manual Database was created to capture the important provisions of the contracts. Phase 6: In this phase, client specific key Clauses i. e. liability, indemnity, termination charges, value of the contract, renewal period etc. were identified and extracted. Phase 7: In this phase, data was entered and updated in the spreadsheet under different heads for compliance purposes. Slide 30 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 17 : Document Discovery Process Project Overview The client is one of the leading international investment banks. It wanted Evalueserve to assist them in analyzing various financial transactions and prepare a summary and step wise chronology of the transactions via the Document Discovery Process. Work Approach The project was conducted in the following three phases: © © © Phase 1: In this phase, a composite team was created for the project. The project team comprised 2 analysts from the Investment Research Division, 2 lawyers and one analyst from the LPO team. Phase 2: In this phase, the project team studied documents available on the Client website and also conducted secondary research by using various databases to collect relevant information. Phase 3: In this phase, the team, then extracted the relevant documents for the project, studied them and prepared a comprehensive step by step chronology of various transactions. Evalueserve presented the deliverable in a tabular form containing the information required and also cited the source of the document from where information was collected. Slide 31 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 18 : Legal Research Project Overview The client is a leading global investment banking, securities and investment management firm. It wanted Evalueserve to study regulatory regime of Media industry in India, its future prospects, impact and best practices of other markets. Work Approach The project involved study of regulatory environment in the Indian media industry. The study conducted was a mix of primary and secondary research. The team interviewed key persons in Indian Media industry and also conducted secondary research. Slide 32 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 19 : Review and Negotiation Support Project Overview The client is one of the leading technology Companies in the world. It wanted Evalueserve to review its key internal contracts in accordance with Client policies on specific parameters. In addition, Client also wanted legal support services of Evalueserve in negotiating the clauses of Contract with third party. Work Approach This is an ongoing project where project team reviews the contracts of Client on stipulated parameters and guidelines. The modifications and inconsistencies are highlighted in track change mode, along with the comments. The project team also negotiates the clauses of Contracts with third parties in order to bring them in accordance with Clients’ policies. In order to facilitate smooth flow of operations, a web based access is provided to legal team with Clients domain name by the Client. At the end of each month, an excel sheet detailing the number of contracts, being reviewed and negotiated are submitted to Client, along with their current status. The project helped the Client in saving a lot of time and money without any compromise on quality. Slide 33 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 20 : Profile of Companies in Shipping Industry Project Overview The client is the corporate finance division of a leading financial services provider. It wanted Evalueserve to provide profiles of eight companies in the shipping industry. The profiles were to include the company description, operating data, recent news and share price performance graphs. The company description section provided information on headquarters, the number of employees, the geographic presence and strategic relationships of each company. The section on recent news included news on any mergers or acquisitions, annual or quarterly results and key management changes. Work Approach The study was conducted in a single phase. It involved secondary research from company websites and paid databases, such as Dialog. Pro, Bloomberg and Hoovers, to obtain information on companies in the shipping industry. Slide 34 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 21 : Identifying M&A Alternatives for Embedded Software Services for Telecom Infrastructure Project Overview The client is a leading provider of embedded device software based in Europe. It wanted Evalueserve to identify potential acquisition targets in Eastern Europe (including Russia) and India. The identified companies were required to meet the following criteria: © Provider of outsourced embedded software development services © Having employee strength between 50 -300 © Having customers within the telecommunications infrastructure equipment market Work Approach The project team conducted the research in the following two phases: © Phase 1: This phase involved, secondary research using paid databases such as Hoovers, One. Source and general Internet search. © Phase 2: This phase involved, undertook primary research by contacting top management executives in the identified companies. Slide 35 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 22 : A Study on Rechargeable Battery Market and Power Management for Data Centers Project Overview The client is leading investment banking firm based in North America. It wanted Evalueserve to study the market of rechargeable battery industry including its roadmap, players and trends. The study also included an overview on power management in data centers. Some of the key questions to be addressed were as follows: © © © Roadmap of technological advancements in rechargeable batteries Current size and growth prospects of the rechargeable battery industry Players and their market shares Investment, merger and acquisition trends Identification of private companies in the rechargeable battery industry Work Approach The project team collected the required information only from secondary sources. The team triangulated the industry-related information by talking to the industry experts. In addition, the team studied the financials of select rechargeable public companies to develop an industry index of financial ratios. The team also studied patents related to rechargeable batteries to identify private companies active in the field. Investments, mergers and acquisition trends were studied by collating data from multiple databases, such as Bloomberg, Dialogpro, etc. Slide 36 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 23 : China's Energy Companies - Partnerships and M&A Project Overview The client is a North America-based leading engineering components manufacturer. It wanted Evalueserve to prepare a list of the mergers/acquisitions in the Oil & Gas and Power sectors that have taken place in 2005, and involve a Chinese company. Work Approach The project team conducted secondary research by using the Websites of these companies, and also through general Internet search. Slide 37 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 24 : Analysis of M&A and Private Equity Market in Europe Project Overview The client is a leading private equity firm based in Europe. It wanted Evalueserve to perform an analysis of M&A and the private equity market in Europe. Work Approach The project team was required to collect data from the client-specified database merger market, deal analysis tool (DAT). In addition, the team was required to analyze this data to prepare pivot tables and charts. Slide 38 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 25 : A Study on Mergers and Acquisitions in North American Mid-market Companies Project Overview The client is a leading Mergers and Acquisitions (M&A) intelligence service firm based in Europe. It wanted Evalueserve to understand the Mergers and Acquisitions in North American mid-market companies. It was also interested in learning about the various cross border deals among these mid-market companies. Work Approach The project team conducted 50 interviews with different executives in various industries across North America. Slide 39 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 26 : A Study on Current M&A Outlook in the European Mid-Market Project Overview The client is a leading Mergers and Acquisitions (M&A) intelligence service firm providing deal flow opportunities integrated with comprehensive database. It is based in Europe. It wanted Evalueserve to understand the mergers and acquisitions in European mid-market companies. The client was also interested in learning about the IPO market of different regions (Germany, Netherlands and United Kingdom) in Europe. Work Approach The project team conducted 110 interviews with different executives in various industries across United Kingdom, Germany and Netherlands. Slide 40 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 27 : An Islamic Finance Survey Project Overview The client is a leading independent mergers and acquisitions (M&A) intelligence service based in Europe. It wanted Evalueserve to conduct a study and present a data file that would help the client to analyse and understand the latest trends in Islamic Finance in the Middle East, along with its acceptability and understanding in the Gulf regions. Work Approach The project team conducted 50 interviews with senior executives in the Middle East banks and non-financial institutions. The duration for each interview was approximately 8 -10 minutes. Slide 41 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 28 : A Study to Understand UK Corporate M&A Due Diligence Issues Project Overview The client is a leading Mergers and Acquisitions (M&A) intelligence service firm based in Europe. It wanted Evalueserve to understand the usage of virtual data room in M&A, with different firms in the United Kingdom. Work Approach The project team conducted 15 interviews with executives in various industries across the UK. Slide 42 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 29 : A Study to Understand IPO Activities in the US Project Overview The client is a leading merger and acquisition (M&A) intelligence service firm based in Europe. It wanted Evalueserve to understand the IPO activities in the organizations that have launched IPOs in the past five years. Work Approach The project team conducted 30 interviews with different executives in various industries across the US. The average duration of each interview was 25 -30 minutes. Slide 43 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 30 : A Study on Central Eastern Europe (CEE) Project Overview The client is a leading independent M&A intelligence service provider in North America. It wanted Evalueserve to conduct a study and collect data that will help it to analyse and understand the trends in the private equity market in the CEE region, i. e. , Czech Republic, Slovak Republic, Slovenia, Hungary and Poland. Work Approach The project team conducted primary research that involved interviewing C-level executives, such as CFOs, Board of Directors, COOs and Director Finance, in various countries in the CEE region. Each interview spanned for an average duration of about 30 minutes. Evalueserve presented the deliverable in client link. Slide 44 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 31 : Merger and Acquisition Support Project Overview The client is a leading private equity firm specializing in initiating, structuring and financing management buyouts based in Europe. It wanted Evalueserve to prepare the following: © Comparables © Transaction Comps © Overview of the Indian Capital Market Work Approach The project team conducted the project in the following two phases: © Phase 1: In this phase, trading multiples were computed separately for Indian and European comparable companies( of DISA Denmark) © Phase 2: In this phase, transaction comps were computed based on the historic financials of companies involved in heavy engineering Slide 45 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 32 : Information on M&A Activity in India Project Overview The client is a North America-based private bank. It wanted Evalueserve to provide information on the overall Merger and Acquisition (M&A) activity in India for the period January-December 2003 and January-September 2004. The following information was required: © © Data on split of M&A deals by inbound and outbound Information on average size of the deal Key players in the market and deals done by them Data on split of M&A deals by sector and industry Work Approach The study involved only secondary research. The project team conducted the research using the paid database (Bloomberg). Slide 46 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 33 : Identification of Mergers/Acquisitions in Healthcare BPO Industry Project Overview The client is a North America-based outsourcing consulting firm. It wanted Evalueserve to list the following in relation to the healthcare BPO industry: © Mergers and acquisitions © Capital raising Key indicators such as deal values and capital raised were also provided. Work Approach The research team conducted secondary research to gather the relevant information. It also undertook primary research to obtain missing data points, such as deal value, revenues, etc. Slide 47 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 34 : Possible Targets for Acquisition in the EU Region Project Overview The client is a Europe based firm offering advisory services in the areas of finance, strategy, mergers and acquisitions and compensations primarily to owners and senior managers of privately-held, mid-size European companies. It provides services related to buying, owning, developing and selling companies. The client wanted Evalueserve to prepare a list of target companies in the EU that could be acquired by a certain company in Chile in order to improve its distribution network in EU. The report included a list of 31 target companies in EU that could be acquired by the organization in Chile. These companies were classified into categories ranging from 'can be acquired' to 'can not be acquired' on the basis of revenues, assets and qualitative information. The report also provided contact details for all the companies that fell into the 'can be acquired' category. Work Approach The report was prepared primarily through secondary research (market research reports, industry associations, analyst reports), as well as through paid-databases, including Dialogpro, Bloomberg and Hovers. Evalueserve prepared a report for the client in the form of worksheet, providing the list of companies, the details of the initial short-listing criteria, qualitative information about the companies and the contact detail for a few selected companies. Slide 48 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 35 : Creating Database on Global Mergers and Acquisitions Activity Project Overview The client is a North America-based technology consulting firm. It wanted Evalueserve to create a database on mergers and acquisition by collecting information on the merger and acquisition activity of approximately 800 publicly-traded technology companies that have been acquired by public and private companies since 1 January 2002. Work Approach Evalueserve conducted a pilot on 10 merger and acquisition deals. The Evalueserve team carried out secondary research; collected information from the Internet, as defined in the Scope; and referred to various secondary resources. The following data sources were used: © Company's SEC filings © Company sources such as company websites, press releases, etc. © Select paid databases such as Dialog. Pro, Hoovers, Bloomberg, Lexis-Nexis, etc. Slide 49 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 36 : A Study on the Residential Real Estate Market in the US Project Overview The client is a private equity firm based in North America. It wanted Evalueserve to prepare a report on the residential real estate brokerage market in the US with specific information about the following: © Overview of the residential real estate market in the US © Market dynamics, including the impact of the Internet on the market © Mergers and acquisitions activity Work Approach The project team adopted the following research methodology: © Secondary research was conducted using paid databases, such as Dialog. Pro, Hoovers and Lexis. Nexis, and through a general Internet search. © Primary research was conducted by contacting executives of leading residential real estate brokerage companies in the US. © The project team also conducted small-scale analytical modelling to forecast the residential real estate brokerage market in the US (2006 -2010). Slide 50 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 38 : Identifying the Ownership Structure of a Chemicals Company - M & A Strategy Project Overview The client is a diversified business conglomerate. Evalueserve took this project for the corporate strategy department of the conglomerate, to help them in a possible M & A (merger and acquisition) opportunity where Evalueserve team was required to provide the client with the ownership structure of a large unlisted company. Work Approach Since the target company had a complex ownership structure hidden through a web of holding companies, getting the exact percentages and the final key owners very difficult. Evalueserve team worked on a best effort basis through secondary research. Additionally, using the paid reports of filings with company house in UK, where all UK based limited companies need to file their company information as per the Companies Act, the project team was able to trace the complex web of shareholders from one company to another, before arriving at the final ownership structure for the target company. Slide 51 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 39 : M & A Analysis for an Investment Bank Project Overview The client is a leading investment banking, securities trading and brokerage firm in the USA. It wanted Evalueserve to create a DCF valuation model for two companies under a hypothetical merger situation and build scenarios with respect to different valuations and deal structures, and prepare a summary sheet to analyze merger consequences. Work Approach The project team conducted secondary research by using paid databases like Bloomberg. Annual reports and SEC filings were also used. Forecasts were made by using consensus estimates from Bloomberg (IBES estimates). Slide 52 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 40 : Profiles of Companies with Debt Capacity Analysis Project Overview The client is the corporate finance division of a leading financial services provider. It wanted Evalueserve to provide profiles of six companies in the following industries: apparel, pharmaceutical, electronic, brewery, software and communications. The profiles were to include the company description, an overview of its products and services, key customer logos, recent news about the company, debt capacity analysis and information about the top management. The company description section provided information on headquarters, the number of employees, its geographic presence and strategic relationships. The section on recent news included news on any mergers or acquisitions, annual or quarterly results and key management changes. Work Approach The study was conducted in a single phase. It involved secondary research from company websites and paid databases, such as Dialog. Pro, Bloomberg and Hoovers, to obtain information on companies in the above-mentioned industries. Slide 53 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 41 : Hedge Fund Due Diligence Project Overview The client is a leading asset management company based in Asia. It wanted Evalueserve to prepare due diligence reports on hedge funds as well as monthly and yearly return analysis. Work Approach The project was done on a monthly basis wherein the client sent all the details of the hedge fund to be analysed. Slide 54 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 42 : IP Due Diligence ( Prior Art + FTO) in the domain of Lithium Ion Battery/Cell Project Overview The client is a law firm in North America. It wanted Evalueserve to perform an IP Due Diligence (FTO and Prior Art) for a US patent and the technology in the field of lithium ion batteries/celsl. Work Approach The project team conducted the following: © Generated a set of keywords © Identified relevant and related publications through a search conducted on the Micro Patent database Slide 55 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 43 : IP Due Diligence for a Company in the Domain of Gene Therapy Project Overview The client is a leading biotechnology firm in Europe. It wanted Evalueserve to conduct an IP due diligence for a company it was acquiring. Work Approach The project was conducted in the following three phases: © Phase 1: This phase involved, patent portfolio structuring of the patents of the target company © Phase 2: This phase involved, identifying the key patents that were of interest to the client © Phase 3: This phase involved, conducting a FTO analysis of the key patents Slide 56 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 44 : Identification of Venture Capital Opportunities in Analytics and e. Services Project Overview The client is a North America-based leading private equity firm. It wanted Evalueserve to identify potential VC opportunities for the client in the IT technology and services domain. The project also required ad-hoc due diligence support wherein several company and industry analysis exercises were undertaken. Work Approach The project team conducted secondary research using paid databases, such as Hoovers, Venture Source, etc. , and through a general Internet search. Slide 57 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
M&A Project 45 : Asian IB and Law Firm Survey Project Overview The client is a leading mergers and acquisitions (M&A) intelligence service firm based in Europe. It wanted Evalueserve to understand the usage of Virtual Data Room in M&A, with Investment Bankers and law firms in the Asia-Pacific region. The client was also interested in learning about the familiarity, usage, benefits and drawbacks of Virtual Data Rooms in various geographies, such as India, China, Hong Kong, South Korea and Singapore. Work Approach The project team conducted 50 interviews with different executives in various industries across the Asia-Pacific region, such as India, China, Hong Kong, South Korea and Singapore. The average duration of each interview was 15 -20 minutes. Slide 58 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Sample Deliverables M&A – Valuation Embedded files removed from this slide due to overall file size… Please ask me for longer version of file and I will e-mail it to you! Slide 59 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Presentation Plan © Evalueserve Overview © Evalueserve M&A Experience © Confidentiality & Client Feedback © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Evalueserve Confidentiality Management System Legal Measures Dedicated Teams Non-disclosure agreement Client-favorable jurisdiction IP of projects belongs to Client In-house legal counsel ensures contractual compliance © Internal/External advisors ensure statutory compliance © Chinese walls © Staffing rules © Independent expert opinions © © Confidentiality © Clean desk, clear screen © Legal Privilege Principle – ‘Need-to-know’ © IS 0 27001 certification © Confidentiality as element of quality © Pre- and post-involvement confirmation of expert’s role © Strict ‘ethical research’/business conduct guidelines Process Measures © Secure transmission © Secure storage © Data access for team members only Technology Slide 61 © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
Client Recognition of Evalueserve Quality “…EVS is the finest professional services organization I have worked with in my 40 years in business. ” “…by leveraging EVS, we have seen significant cost savings and improvement in delivery time to our Clients. This is a dependable company, responsive to our needs…” “…I was very pleased with the work, I have referred you to several patent attorneys at my firm. ” “[Circle of Experts] has delivered the most relevant experts for our needs, without fail, from engineers to managers. ” “…You exceeded our expectations in each area. We truly appreciate your clarity, professionalism and devoted organizational management. ” © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential “Your proposals and reports are (in my opinion) second to none. ” “…Always a pleasure working with the EVS team, always thoroughly professional, I look forward to working on many more projects together. ” “…The EVS team was well organized and operated in a highly disciplined manner. ” “…Wonderful job on this project; thank you for being flexible and finishing on time (even under pressure). ” “I was impressed with the speed, follow up and value of deliverables. I will recommend evalueserve to many of my collaborators. ”
Thank you… for considering us as your Global Knowledge Partner! Patrick Madden Engagement Manager Evalueserve Tel: + 1 614 829 3580 patrick. madden@evalueserve. com www. evalueserve. com © Evalueserve, 2008. All Rights Reserved - Privileged and Confidential
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