2011 09 ma internal overview

IMC M&A Internal

Overview

IMC – The pluses make the difference

2 IMC Business Lines

Program Research

Conceptual Development

Implementation Optimization Continuation

Mergers & Acquisition

Management Consultancy

Executive Search

Human Capital

Management

Interim Management

IMC – The pluses make the difference

3 IMC Global Organisation

IMC STRUCTURE

Management Team

Regional Principals

Practice Leaders

IMC M & A CLUSTER

MENA, North America, South America, EU,

Eastern Europe, Africa

IMC GLOBAL ORGANISATION FMCG, Industrial & Manufacturing, Finance & Banking ,

Executive Recruitment, Renewable Energies, Venture Capital, Property & Construction, Hospitability & Leisure, Legal, Healthcare, Public Services, B2B, Military, Transport &

logistics, Services, Life Sciences, Automotive

What Sets’

us apart

Like Minded

Organisation

Independent professionals

Consultants and advisors

Individually invited to IMC

Hands On

Extensive experience

Global vision

Wide range of sectors

Code of conduct

Ethics & ROI

Cost structure

Functional

Experience

CxO

Corporate Governance

HR & HCM

Risk Management

Change Management

Operations

Lean, supply and Logistics

B2B

Sales & Marketing

E commerce

Project Management

Tax & Legal

IMC – The pluses make the difference

4 IMC M&A Group – Foundation

Bad news – Most Acquisitions fail.

Integration Phases

Soft Factors

M&A’s are a strategic tool – Need a clear strategy.

Need researching.

Mergers & Acquisitions are incredibly risky business - For Buyer & Seller.

Get it wrong – Will cost a fortune.

Get it right – Substantial Upsides.

High Risk decision processes are familiar to management teams.

30% success rates can be normal in many decision environments.

Economics of acquisitions are different to “normal” business decisions.

IMC – The pluses make the difference

5 IMC M&A Group – Support

25 M&A advisors within a global organisation of 100.

Global presence – Cross Bordering – Wide sector coverage.

Experience across M&A processes.

Local and sectorial “insight”.

Highly experienced like minded independent advisors and consultants.

Developing winning strategies.

Risks avoidance.

Planning for success.

“Hands on” Business experts.

Knowledge, know how and experience.

Global cross functional team - Hidden learning and distraction costs.

Advisors into the decision making process.

IMC – The pluses make the difference

6 IMC M&A Group – Market Targets

Upstream – Buyer side.

Investment groups seeking portfolio opportunities.

Corporations searching acquisition opportunities.

Businesses with a defined acquisition strategy.

Downstream – Seller side.

Businesses seeking additional funding.

Businesses for sale / equity deals.

IMC – The pluses make the difference

7

Does the business have firm foundations to start an acquisition. • Existing business. • Diversion and distraction. • Skills and resources. • Management time – stress. Does the business have a clear strategy and strategic approach. Acquisition Targets. Considered not opportunist. Alternatives. Consideration to potential market developments.

Understanding the Market. Consideration to market developments. Targets business model. Integration strategy. • Extra Value – Value the business • Soft Factors Developing synergies. Due diligence – problem areas. Price and negotiation. Preparation – internal and external processes and relationships.

Thorough planning. Communication. Leadership. Change management. Cultural differences. Key Staff - Evaluation / Buy in. Customers & Market trends. Core business. Distraction.

Concrete Strategy Evaluation and Deal Integration

IMC M&A Group – Acquisition strategy

IMC – The pluses make the difference

8

Analysis of the acquirer and the market. Evaluation of expansion strategy. Establish acquisition criteria. • Hard / Financial. • Soft / Operational. • Competencies • Size • Geography • boundary conditions Establish value-adding factors.

Target identification approach. IMCs global cross sector contacts. Exploiting contacts & gathering knowledge. Continuous fine tuning of prospect short list. Timing. Selected opportunities • Initial contact. • Motivation.

Confidentially. Valuation techniques and method. Structured detailed evaluation. Negotiation tactics & procedure. • Definition. • Continuous review. • Best alternatives. • Differences.

Legal’s & Financials. Due Diligence. • Ground work. • Coordination. Advanced preparation of post integration strategy.

Last Friday / First Monday. • Uncertainty. • Communication. • Integration Strategy. • People decisions. • Change. • Coaching. Interim

Management Consultancy – 4 P’s. Control / Auditing. Human Resources. Management. Marketing. Operations. Leadership. Organization. Consolidation.

Client & Market development. Appropriateness of changes. Corporate alignment. Corporate integration & Contribution. Core business(s)

Strategic &Acquisition

Planning.

Acquisition Target

evaluation.

Deal Management

.

Integration Management

.

Corporate Development

.

IMC M&A Group – Acquisition services

IMC – The pluses make the difference

9

Does the business have firm foundations to be sold. Owners Objectives Clear strategy. Define leadership Structure • Management. • Ownership. • Structured approach. Establish timing window. • Optimize. • Window of opportunity. Clear and comprehensive documentation.

Understanding the Market and market developments Target potential buyers. Evaluate parameters / drivers for the buyer. Consistent info-memo for the buyer in-line with drivers? Contact to potential buyer.

Selection process – interested offers. Buyer qualifications Establish bidding contest. Optimise transaction structure. Excessive guarantee avoidance.

Preparation Intelligent Marketing Results Optimisation

IMC M&A Group – Sale strategy

IMC – The pluses make the difference

10

Analysis of the market and potential investors / acquirers Developing value-added synergies. Scope of Deal Establish acquirer criteria. • Hard / Financial. • Soft / Operational.

Confidentiality. Protect market / brand position. Global search. • Identify potential

buyers / investors. Buyer Research: • Potential interest. • Evaluate resources. Direct contact. Marketing strategy. Spin Off & MBO.

Interested offer selection. Process optimization. Information flow management. Coordination. • Meetings. • Deadlines.

Best offer selection. Negotiation. Cost and transaction structure. Contract negotiations. Operational closing.

Post Sale Support: • Differentiation

Strategy. • Strategic change. • Communication. • Reorganisation. Interim Management Consultancy – 4 P’s. Control and Auditing. Human Resources. Management. Operations. IT Management. Leadership. Organization. Logistics.

Strategic Planning

Marketing Bidding contest

Closing Sucess

IMC M&A Group – Sales services