M & A Opportunity for Merger & Acquisition? Opportunity for Merger & Acquisition? Financial Crisis of 2009

1.Synergy 2.Economics of Scale – Horizontal Mergers 3.Entry to New Market 4.Tax Advantages 5.Diversification Rationale Behind M&A

1.Asset Acquisition Definition……………………. 2.Share Acquisition Definition……………………. Acquisition Methods

1.Amalgamation ( A + B = C ) 2.Total Asset Transfer ( A + B = A ) Merger Method

1.Buyer search 2.Confidentiality agreement 3.Information memorandum 4.Buyer meeting with management 5.Indicative offer 6.Structuring and negotiation 7.Due diligence 8.Sale and Purchase agreement Acquisition Process

1.Commercial Due Diligence  Market Characteristics and trend  Customers Profile  Business model  SWOT Analysis Type of Due Diligence

2.Financial Due Diligence  Past Performance assurance  Business System  Financial Projection  Valuation  Tax Types of Due Diligence

3.Legal Due Diligence  Contracts  Licenses and Permits  Litigation  Ownership document  Labor law  Corporate document Types of Due Diligence

1.Earning based valuation (DCF, Capitalized earning method) 2.Market based valuation (Market Capitalization, Market Comparable) 3.Assets based valuation (Net assets value, Intangible value, Liquidation value) Valuation Techniques