1. M&A - From a Seller’s Perspective
Presented by
Larry Scully, President
Scully Capital Securities Corporation
WWEMA 109th Annual Meeting

2. M&A - From a Seller’s Perspective
Identification of Key Objectives
Timing
Valuation
Employees
Overview of phases in the process
Pre-planning
Decision and market preparation
Selection of approach to the market
Execution of approach
Management Presentations and becoming acquainted with the buyer
Negotiations and Closing
Seller’s Team
Accountant
Financial Advisor
Lawyer HR

3. M&A Project Timeline Phase 1 Planning Phase 2 Solicitation Phase 3
Close
2.6 Receive
Indications of Interest
2.2 Send CIM
2.9 Circulate Draft Purchase Agreements
3.1 Select Preferred Bidder
2.12
Letters of Intent
2.1 Contact Bidders and Send NDA
2.3 Bidders Review CIM
3.5 Close
1.1 Meet with Management
2.7 Review Indications of
Interest
2.10
Due Diligence
3.2 Negotiations
2.13 Review Letters of Intent
1.2 Initial Due Diligence
2.11
Manage-ment Present-ations
2.8 Short List
3.3 Final Due Diligence
3 to 4 Weeks
2 to 3 Months
One to Two Months
1.3 Prepare Confidential Information Memorandum(CIM)
3.4 Negotiate Final Purchase Agreements
1.4 Prepare Contact List
2.4 Collect, Organize and Populate Data Room
2.5 Prepare Draft Purchase Agreement
1.5 Prepare Non-Disclosure Agreement (NDA)