1. M&A Business Case Presentation
Sub-Title.
Name Title
Date

2. User Guide
This template PowerPoint forms part of Midaxo’s M&A Academy and is intended to highlight an M&A business case to the decision makers within your organization.
Graphics, maps, tables and charts are editable/customizable.
To edit charts and graphs: Right Click>Edit Data.
For additional M&A Academy resources see here:
To edit tables: Right Click>Edit Worksheet Object.
Inputs in tables are highlighted in blue font.
Questions?
Outputs in tables are in black font.
To edit maps (slides 9 & 10) ungroup then select country and color. Countries can be grouped/ungrouped and moved/re-sized, etc. via selecting the map and Format>Group/Ungroup. Expanded view maps can be found in Appendix 1.
Color themes can be changed and your own corporate logo used via Themes>Edit Master.

3. Contents Appendices 1. Executive Summary – Project [Name] 4
14. Transaction Process 21
2. Target Evaluation 6
15. Key Focus Areas For Due Diligence 22
3. Summary Of Operations 7
16. Proposed Timetable 23
4. Ownership Structure 8
17. Comparable Company Analysis 25
5. Sales By Region 9
18. Indicative Valuation 26
6. Proposed Market Expansion 10
19. Funding – Sources & Uses 27
7. Summary of Financial Performance 12
20. Exit Analysis 28
8. Revenue Analysis 13
21. Transaction Rationale 30
9. Balance Sheet Summary 14
22. High Level Integration Plan 31
10. Cash Position 15
Appendices
11. Strategic Fit 17
Appendix 1 – Maps 33
12. Business Environment 18
Appendix 2 – Midaxo Academy Resources 34
13. SWOT Analysis 19
About 35

4. 1. Executive Summary – [Project Name]
Target Overview
Transaction Highlights
Team/Timeline/Key Issues
Name [ADD TEXT HERE];
Location(s) [ADD TEXT HERE];
Latest financials [ADD TEXT HERE];
Number of employees [ADD TEXT HERE];
Key product/service offering [ADD TEXT HERE];
Competition [ADD TEXT HERE];
[EXAMPLE] Targeting an indicative valuation of $[X]m based on analysis of comparable transactions in the sector over the past [X] years and a multiple of [X] times adjusted earnings (EBITDA);
[EXAMPLE] Cost synergy;
[EXAMPE] Cost synergy;
[EXAMPLE] Revenue synergy;
[ADD TEXT HERE];
Project Lead [NAME];
M&A Lead [NAME];
PMI Lead [NAME];
Legal Lead [NAME];
Analysts [NAME/NAME/NAME];
Targeting commencement of due diligence [DATE];
Targeting offer negotiations [DATE];
Targeting close [DATE];
Day One PMI [DATE];

5. Target Evaluation

6. 2. Target Evaluation Leveraging Machine Learning Revenue Mix
Market leader in [X];
Highly experienced key management team willing to remain post-transaction;
Strong sales force;
Establised in [X] with average revenue growth of [X]% per annum, resulting in the development of a $[X]m company in[X] years;
Retail operations in [X] countries, covering [X] continents.
[X]% of revenue is generated from [X];
4 countries currently account for 100% of sales;
[ADD TEXT HERE];
EXAMPLES
Leveraging Machine Learning
Revenue Mix
Customers & Sales Channels
Competitors

7. 3. Summary of Operations Facilities Product Lines
EXAMPLES
[ADD TEXT HERE];
Facilities
Product Lines
Manufacturing Capabilities

8. 4. Ownership Structure Current Proposed (Post-Transaction)
HOLDING COMPANY [Country]
Subsidiary [Country]
Subsidiary [Country
Target [Country
Target [Country]
HOLDING COMPANY [Country]
Subsidiary [Country]
Current
Proposed (Post-Transaction)

9. 4. Ownership Structure 3. Locations 2. 1. 3. 1.USA (HQ) 20 Stores
1,500 employees
$250m 2. 1.
3.SWEDEN
5 Stores
250 employees
$75m 3.

10. 6. Proposed Market Expansion
Locations
1.NORWAY
[ADD TEXT HERE] 1. 2.
2.FINLAND
[ADD TEXT HERE]
3.NETHERLANDS
[ADD TEXT HERE] 3.
4.FRANCE
[ADD TEXT HERE]
5.SPAIN
[ADD TEXT HERE] 5. 4.

11. Financial Summary

12. 7. Summary of Financial Performance
Group EBITDA/Earnings
Observations
[ADD TEXT HERE];

13. 8. Revenue Analysis
Revenue by Region
Revenue by Region (%) FY16

14. 9. Balance Sheet Summary
[ADD TEXT HERE];
Observations

15. 10. Cash Position
[ADD TEXT HERE];
Observations

16. Strategic Fit

17. Functions/Operations
11. Strategic Fit
Functions/Operations 4
[ADD TEXT HERE]
Commercial 3
[ADD TEXT HERE]
Culture 2
[ADD TEXT HERE]
Corporate Strategy 1
[ADD TEXT HERE] 16

18. 12. Business Environment Examples MACRO ECONOMIC MARKET FORCES
Market issues;
Growth potential;
Customer requirements;
B2B or B2C.
Technology trends;
Regulatory trends;
Social trends;
Socioeconomic trends.
Competitors;
New entrants;
Substitute products/services;
Stakeholders.
Global market conditions;
Capital markets;
Exchange rates;
Market confidence.
Examples
MACRO
ECONOMIC
MARKET FORCES
KEY TRENDS
INDUSTRY FORCES

19. 2. SWAT Analysis Strengths Opportunities Weaknesses Threats EXAMPLES
Profitable & cash generative;
Highly experienced key management team;
Strong sales force;
Global network and international presence;
Revenue growth from recent acquisiitons.
[X]% of revenue is generated from [X];
4 countries currently account for 100% of sales;
[ADD TEXT HERE];
High transportation costs;
Limited flexibilty in pricing;
Competitors can offer similar products quickly;
4 countires account for 100% of revenue.
Strengths
Opportunities
Weaknesses
Threats

20. Transaction Process

21. 15. Key Focus Areas for Due Diligence
Financial
Commercial
Operational
Legal
Other (Technology/HR/ETC.)
Key Steps
Review financial statements & management accounts;
Indicative valuation & deal financing;
Tax;
Quality of earnings;
Progress against forecast;
Contingent & unrecorded liabilities;
Accounting standards;
Related party transactions.
Market overview;
Customers;
Industry structure and trends;
Competitive positioning;
Business plan;
Scope for market expansion (new geographies);
Distribution channels;
Barriers to entry.
Cost structures & value drivers;
Operational improvement potential;
Cost & revenue synergy assessment;
Risks & opportunities;
Scope to integrate;
Rationalization of business functions;
Adherence to regulations;
Litigation;
Liabilities and potential risks;
Governing documents;
Competition authority implications;
Contracts;
Ownership of title;
Insurance;
Transaction mechanics, execution & closing;
Cost of redundancies & downsizing;
Retention of key employees;
Terms of employment/contracts;
Compensation & employment related expenses;
Culture;
Data retention;
IT operations;
Operational needs.
Key Success Factors
Consider the possible transaction structure early on;
Ask “is the deal right for us”?
Consider key milestones and timeframes to close.
Establish best point of contact;
Be flexible with timeframes imposed by the seller;
A period of exclusivity should be granted.
Comprehensive checklists covering all areas in scope;
Consider mitigating actions if necessary;
Be prepared to “walk away”.
Negotiation;
Warranties, indemnities & representations;
Bridging of value gap via earn out mechanism;
Communicate the deal to stakeholders.
Capture synergies ASAP;
Build Day One plan early in the process;
Implement work stream plans & monitor milestones.

22. POST MERGER INTEGRATION (PMI)
14. Transaction Process
TARGET APPRAISAL
APPROACH
DUE DILIGENCE
NEGOTIATION & CLOSE
POST MERGER INTEGRATION (PMI)
Key Areas
Target & market analysis;
Initial assessment of synergies & value drivers;
Indicative valuation;
Go or No-Go decision;
Preparation of transaction documents (NDA – Non-disclosure Agreement/LOI-Letter of Intent);
Select Transaction team;
Appoint advisors;
Consider funding ability.
Initial approach letter;
Signing of NDA;
Prepare & share initial information requests;
Formulation of LOI (Letter of Intent) & possible negotiations;
Initial meeting and Q&A;
Circulate information on the Target to the Transaction team.
Set scope of due diligence;
Set up VDR (virtual data room);
Coordinating of due diligence, further meetings and Q&A sessions;
Consider points relevant to the Post-Merger (PMI) phase;
Revisit indicative valuation & prepare detailed valuation based on due diligence findings;
SPA negotiations with the seller;
Development of final structure (share/asset deal) and final valuation;
Approvals;
Signing of SPA & Close.
Consider the extent of integration;
Development of 100 Day PMI Plan;
Consider short & long term objectives;
Estimate requirements to capture synergies;
Determine resource needs & optimal allocation.
Parties Involved
CFO;
Head of M&A;
Accountants;
Corporate finance advisors;
Consultants.
Senior management;
CEO, CFO, CTO;
Strategy director;
Head of Business Development;
Company general counsel;
Lawyers;
Senior management.
Senior management/HR.

23. 16. Proposed Timetable Observations Observations May Jun Jul Aug Sep
Oct
Nov
Dec
2018
Milestone 1
Month [X]
Milestone 2
Milestone 3
Milestone 4
Milestone 5
Milestone 6
Milestone 7
Milestone 8
X/X/XX
Task 1 Here
Task 2 Here
Task 3 Here
Task 4 Here
Task 5 Here
Task 6 Here
Observations
[ADD TEXT HERE]
Observations
[ADD TEXT HERE];

24. Valuation & Exit Analysis

25. 17. Comparable Company Analysis
Observations
[ADD TEXT HERE];

26. 18. Indicative Valuation
[ADD TEXT HERE];
Observations

27. 19. Funding – Sources & Uses
Observations
[ADD TEXT HERE];

28. 20. Exit Analysis

29. Integration Plan

30. 21. Transaction Rationale
Cost &
Revenue
Synergies
Elimination of duplicate expenses such as [X], [X] and [X] will drive margin increases at the gross profit and operating profit level;
Leverage of international distribution channels enables [X];
Attractive customers, minimal overlaps and opportunity to cross-sell;
Broadens product range and compliments current product offering via [X];
The Company’s [x] and [X] emphasis aligns with [TARGET’s] focus on [X];
Provides the ability to leverage the supply chain via greater bargaining power – therefore realizing economies of scale in [X] and [X].
Meets the Group’s acquisition objectives and is consistent with long-term growth strategy;
Creates an addressable market of [VALUE] across [X] countries;
Provides a more efficient platform for growth via access to new geographies – filling the gaps in [COUNTRIES/REGIONS];
Diversifies the Group’s revenue stream via [X];
Accelerates development of [X];
Provides new commercial scale opportunities via [X];
[COUNTRY/REGION] operation provides a base for expansion;
Strengthens competitive position with the combination of two of the top [X] in the market.
Group
Positioning
Financial
Considerations
Expect results to be accretive to EPS (earnings per share) in [DATE] achieved via [X];
Targeting a payback period of [X] years and IRR of [X];
Anticipate [X] of operating improvements and [X];
Expect EBITDA multiple arbitrage - exit multiple in the region of [X] to [Y];
Based on [YEAR] forecast EBITDA exit value targeted at [VALUE] – yielding cash-on-cash return of [X];
Larger/stronger balance sheet – therefore expanding access to capital;
[TARGET] would be more valuable as part of the Group due to [X];

31. 22. High Level Integration Plan
Opportunity
Cross selling of products into new customer base;
Product development;
Leverage sales capabilities;
New market entry/expansion;
Key customer retention & continuity of customer contracts;
Pricing optimization;
Sharing of distribution channels.
[X]% – [Y]% net revenue gain
Commercial
Expected Synergies
[X]% - [Y]% net cost reduction
Overall strategy refinement & 100 Day Plan;
Elimination of duplicate expenses such as [X] and [X];
Sales and marketing cost reduction;
Finance/HR and IT consolidation;
Expansion of warehouse, distribution and logistics footprint;
Outline key skills & competencies;
Operational
[X]% - [Y]% EBITDA accretion
Working capital reduction;
Sale of surplus assets;
Cash flow management;
Consistency of accounting policies;
Restructuring of debt and banking facilities;
Tax planning.
Financial

32. Appendix

33. Appendix 1 – Maps

34. Appendix 2 – Midaxo Academy Resources
Pipeline Management
Valuations
Due Diligence
Post-merger Integration
Non-disclosure Agreement