1. Kevin M Brett April 30, 2013

2.  1,896 mergers or acquisitions  $471.5 billion  Hewlett Packard/Compaq  Disney/ABC  ABC/ESPN  AOL/ Time Warner  Time/Warner Brothers  Daimler Benz/Chrysler  Budweiser/Corona

3.  Gain new technology and talent  Grow Revenue  Strategic Assets  Market Share  Synergies

4.  “I'm all for progress. It's change I object to.” – Mark Twain

5.  Approximately 70 percent of deals fail  Inadequate “Due Diligence”  Acquiring companies blow integration  Acquired employees head for the exits  Need to welcome acquired employees

6.  Size of Deal?  Financing?  How many are going to be laid off?  Is the deal accretive or dilutive to EPS?  Is there any product or customer overlap?  How will you integrate the two companies?  Anti-Trust Issues?  Will you report the deal on a Pro Forma basis?

7.  Cash from Balance Sheet  Stock (1 for 1 or Ratio)  S4 (Issue More Stock)  LBO (Leveraged Buyout): Combo of Cash/Stock and Debt

8.  GAAP Greater or Equal Prominence to Pro Forma – SEC Reg. G  GAAP: Generally Accepted Accounting Principles  Pro Forma, Non-GAAP or Earnings Before Special Items  Pro Forma: “For The Sake of Form”  Pro Forma: Results from Continuing Operations

9.  Revenues: $2 million  COGS: $1 million  Gross Margin: $1 million  SG&A: $250,000  R&D: $250,000  Amortization: $1 million  Operating Margin: ($500,000)  Taxes: $200,000  Net Loss: ($700,000)

10.  Revenues: $2 million  COGS: $1 million  Gross Margin: $1 million  SG&A: $250,000  R&D: $250,000  Operating Margin: $500,000  Taxes: $200,000  Net Income (Loss): $300,000

12.  Anheuser Busch, 39%  Miller Coors, 26%  Grupo Modelo, 7%  Heineken USA, 6%  Others, 22%

17.  “Class Assignment: Do Not Trade”  Both companies announce definitive merger agreement  Establish the price of the deal  Announce cash and/or stock financing (1 for 1)  Accretive to acquiring company’s EPS in one year  Subject to successful completion of Hart-Scott- Rodino and other closing conditions  Quotes from both CEOs  Both Boilerplates/One Safe Harbor