Business Acquisition Process Implementation & transition Closing Negotiation of the transaction Due Diligence Engagement TargetIdentification

Phase 1: Target identification Letter of interest CA & NDA Deal teams Executive Management Board Legal Key activities identify potential acquisition target gather preliminary information go/no-go assessment Key deliverables Letter of interest CA & NDA

Phase 2: Engagement Letter of interest CA & NDA Deal teams Executive Management legal finance HR mini DD teams Key activities prepare mini DD review high level financials gather more detailed acquisitions data prepare Letter of Intent select outside consultants Key deliverables Internal NDA for deal team mini DD report Letter of Intent

Phase 3: Due Diligence Letter of interest CA & NDA Deal teams Executive Management legal finance HR Operations/technical Commercial risk management IT quality & safety External advisors Key activities Kick-off meeting deal team prepare DD charter & checklist set up data rooms Data collection Data analysis and risk identification prepare preliminary plans site meetings evaluations of people & culture quantify major risks & opportunities develop mitigation strategy draft DD report Prepare first draft of purchase agreement obtain board approval to proceed Key deliverables DD report board presentations

Phase 4: Negotiation of the transaction Letter of interest CA & NDA Deal teams Executive Management legal finance Key activities Negotiations by deal team Finalize purchase agreement obtain waivers & approvals Key deliverables purchase agreement waivers & approvals

Phase 5: Closing Letter of interest CA & NDA Deal teams Executive Management legal Key activities simultaneous signing & closing vs deferred closing Virtual vs in-person closing Key deliverables purchase agreement board & shareholder consents secretary’s certificate certifying the accuracy & effectiveness of the relevant authorizing resolutions and charter documents of the target company Shareholder approvals legal opinions ancillary agreements & documents: provisionary notes, bill of sale, employment agreements, escrow agreements considerations (stock or cash) regulatory approvals evidence of third party consents & waivers evidence of release of any liens

Phase 6: Implementation & Transition Letter of interest CA & NDA Deal teams Executive management Functional leads Key activities appointment transition & integration team identify and agree post- closing obligations Key deliverables integration & transition plan and schedule organisation chart communication plan

Due Diligence PlanCollectAnalyzeReport

Plan Scope the DD: determine transaction, scope and timing tailor the DD checklist and risk focus to the target, its industry and type of transaction (asset vs stock) know what information is already available determine materiality thresholds

Determine different fields of DD Vendor DD: beware of high level DD Target TechnicalLegal Financial & Tax Integrity & Background Check Environ- mental

Coordinate the DD process: appoint a DD coordinator organize the DD team based on geography, lines of business, organisational structure balance external vs internal team secure highest degree of confidentiality in order to not influence stock price of listed companies clear scope descriptions of each team member organise regular update calls – status reports

Collect Dataroom: invest in a virtual dataroom monitor confidentiality and strict access control viewing copying printing time limits on viewing and logging strategic vs financial buyers black box for final bidder customer contracts: pricing senior executive contracts

Analyze Early identification of problems & obstacles Change of control provisions Acceleration events Protective provisions Waivers, notices, consents Antitrust Volume commitments Refinancing Bonusses triggered Litigations - Evaluate impact on pricing - Secure waivers and approvals

Purpose DD Report: 1)advise whether or not to proceed with acquisition 2)summary of nature of target, potential risk and opportunities 3)present data collected in order to negotiate a favorable purchase price 4)basis for the draft of the representations and warranties section of the purchase agreement Report