1. PRIVILEGED AND CONFIDENTIAL 1 ABC-XYZ Merger “Skate Where The Puck Is Going To Be”

2. PRIVILEGED AND CONFIDENTIAL 2 Table of Contents ABC’s vision, goals, & objectives Current target market growth status Closing the gaps Inorganic growth candidate opportunities Specific strategic rationale for acquiring XYZ Transaction terms Synergy analysis Combination pro formas Governance & management Deal summary Appendix

3. PRIVILEGED AND CONFIDENTIAL 3 Target Market Leadership Position –Global vision & strategic imperatives –Goals & objectives for target market –Leadership end game –ABC current market share in target market –Americas (or segment 1) –target market (or segment 2) –Asia (or segment 3) –Market share gaps –Therefore, we need to accelerate growth in segments where we have low market share

4. PRIVILEGED AND CONFIDENTIAL 4 ABC’s Current Positioning ABC market position in target market –Revenue –Subscribers –Critical relationships & cultural advantages –Technology The other key players position on geographical map Industry trends in target market –Growth dynamics –Window of opportunity rationale Rapid growth prospects imminent –Now or never –Risk of erosion of current market position

5. PRIVILEGED AND CONFIDENTIAL 5 Ways To Close the Gap Locked out of target market unless we do something inorganically Inorganic approaches –Joint venture vs. acquisition –Proof points for why acquisitions are better

6. PRIVILEGED AND CONFIDENTIAL 6 Candidate Opportunities in the Target Market Profile of a good ABC acquisition target –Relationships –Scale –Market share –Projected growth rate –Technology –Management team List of all potential targets

7. PRIVILEGED AND CONFIDENTIAL 7 Attractive Target Candidates Screen ABC preferred target attributes screen –Relationships –Best-in-class core competencies –Market share & critical mass –Positioned for rapid grow Any acquisition should be: –Recurring revenue –Aggressive growth curve –Accretive within 12 months

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