1. Acquisitions - Process, Due Diligence and Fundraising 13 October 2011

2. Acquisition process Valuing acquisitions Due diligence Consideration issues Funding acquisitions Contents of Presentation

3. Acquisition Process Acquisition Strategy Scope target/s Valuing targets Negotiating heads of terms Due diligence Funding Acquisitions

4. Valuing Acquisitions Structure heads of terms with flexibility Value today vs Hope value What will the post acquisition value be? Cash dead vs deferred deal

5. Due Diligence Acquisition Strategy Important Scope work Financial Legal Commercial IP Roles and Responsibilities Conclusions will aide –Final purchase consideration –Warranties & indemnities

6. Due Diligence Issues to look out for are: –Company info –Title to assets –Systems and controls –Material contracts –HR –Property –Compliance –Litigation

7. Consideration defines Financing Consideration Structure –Is deferred structure appropriate? –Is the deal debt free / cash free? Target’s Balance Sheet –Are there asset is which can be leveraged? –What is the Normalised Working Capital ?

8. Financing Options – who is writing the cheque Free cash in your business Asset finance (invoice discounting, stock and P&M finance, property mortgage etc…) Cash flow finance (senior debt facility or overdraft) Equity finance (venture capital or offering own shares)

9. Conclusions Preparation Thorough due diligence Creative structuring

10. Contact us Russell Square House 10-12 Russell Square London, WC1B 5LF Tel: 020 7509 9000 Fax: 020 7436 8884 www.cvdfk.com Joanne Sales 020 75099321 jsales@cvdfk.com Debbie Clarke 07815 120 566 dclarke@cvdfk.com