S i n c e 1 9 4 0
MAZARS
T R A N S A C T I O N A D V I S O R Y S E R V I C E S ( T A S )
Due Diligence
MAZARS Presentation...
S i n c e 1 9 4 0
Our today‘s agenda for you
This information is confidential and was prepared by MAZARS Germany solely fo...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
1. Our Approach
Portfolio
Strategy
...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
MAZARS has a proven methodology to ...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
MAZARS unique selling proposition r...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
Our work’s outputs are results, whi...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
MAZARS is committed to add value to...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
The scope of work related to vendor...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
Our global TS coverage standards al...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
2. Clients & Global
Reach
“Individu...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
MAZARS recognition has been increas...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
Since 1940, MAZARS has emerged in 7...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
3. Our Team &
Credentials Value Due...
S i n c e 1 9 4 0
Credentials (excerpt)
 Paragon Partners (Munich)
Acquisition of DTMS group.
Acquisition of three medium...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
Our lately (in 2014) performed Fina...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
We have people with an excellent tr...
S i n c e 1 9 4 0
Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
LEIPZIG
Neumarkt 9 A
04109 Leipzig
...
Upcoming SlideShare
Loading in...5
×

Mazars dna tas-4.0

348

Published on

Published in: Business, Economy & Finance
0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total Views
348
On Slideshare
0
From Embeds
0
Number of Embeds
1
Actions
Shares
0
Downloads
7
Comments
0
Likes
0
Embeds 0
No embeds

No notes for slide

Mazars dna tas-4.0

  1. 1. S i n c e 1 9 4 0 MAZARS T R A N S A C T I O N A D V I S O R Y S E R V I C E S ( T A S ) Due Diligence MAZARS Presentation Munich, April 29th, 2014 1
  2. 2. S i n c e 1 9 4 0 Our today‘s agenda for you This information is confidential and was prepared by MAZARS Germany solely for the use of our client; it is not to be relied on by any third party without MAZARS prior written consent. 1. Our Approach 2. Clients & Global Reach 3. Our Team & Credentials 03 10 13 2
  3. 3. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. 1. Our Approach Portfolio Strategy Capital Market Benchmarking “A lack of transparency results in distrust and a deep sense of insecurity” Dalai Lama 3
  4. 4. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. MAZARS has a proven methodology to manage multi-disciplinary teams. We also have a strong competitive advantage because of our firm resources in foreign locations. 1. Pre- Service  Reading the Information Memorandum and support bidding process with inquiries, deal relevant advices and high level data book analyses.  Participation in Management Presentation.  A high level red-flag for agreed-upon deal areas could be filled. 2. Red Flag Report 3. Due Diligence  Filling a Red-Flag Report with all relevant data regarding the transaction.  Adjustment of the Report according to project and client specific requirements  Extension of the Report with regards to new findings during the throughout due diligence process  Dull Due Diligence Report to be used for negotiations and bank financing  Additional analyses and reporting to strengthen the negotiation position  Timetable and reporting adjusted to client’s requirements.  SPA Advice  Ownership of PMI 4
  5. 5. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. MAZARS unique selling proposition resides in a practical, clear and jargon-free methodology. Our value emphasises doing the right thing, not necessarily the easy thing. MAZARS Unique Selling Proposition Competent Specialist  Dedicated team of Partners and Professionals  Integrated MAZARS Partnership (Tax, Auditors and Consulting)  We seek to clear, down-to-earth communication  We tell it the way it is Consistent Value Management  MAZARS wants to become your preferred Partner  We generate deal opportunities whenever and wherever we can  We focus on results rather than reports  We operate with a great sense of urgency  We measure our success by our client’s results Entrepreneurial Mind-Set  MAZARS offers highly competitive rates, with a global foot- print  We align ourselves completely with our clients  Flexibility towards deal new findings  We acknowledge impact, not intellectual elegance Sustained Implementation  MAZARS delivers a high-value deal-related advice on a 24/7 basis  Integrated solutions are offered to your success  Our values system emphasizes doing the right thing, not necessarily the easy thing 5 Client
  6. 6. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. Our work’s outputs are results, which provide an in-depth analysis of the business. Our reviews add tangible values by focusing on the key matters. Integrated Solution / Project Steering Outside-In Analysis Further Analysis Data-Room Q&A Management Additional Analysis Agreement Negotiations  Understanding the Corporate Strategy  Understanding the acquisition need  Identification of acquisition criteria based on client objectives  Agreement on relevant target sectors  Discussion on acceptable acquisition  Clarification of preliminary tax and legal issues  Identify potential targets  Establishing “long list”  Screening and selection of potential targets to come up with a “short list”  Define Strategy for contact establishment  Target company is identified  Preparation of buyer teaser  Agree revised short list  Initial meeting with target companies  Draft of an initial and limited information request and send out  Agreement on form of documentation and reporting  Analysis of documents made available or and publicly available  First non-binding offer  Finding out concerns of the target management / shareholders for potential disposal  Client involvement in the discussions (if desired)  Supervision of the due diligence process  Formulate Q&A sessions to target  Legal Strategy  Tax Strategy  Preparation of final offer  Advice regarding pricing strategies and further steps  Analysis of the amount as well as timing and financing needed  Analysis of the types of financing possible / guarantees to be given within the deal frame  Coordination of the specialist services provided for tax / legal optimization  Advice regarding pricing strategies and further steps  Advice on the implications of the results of the due diligence analysis  Binding offer to target  Decision by target to signing/closing  Decision by target to engage a second phase of inquiries and communication  Decision by target whether binding offer withheld 1 2 3 4 5 6 6
  7. 7. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. MAZARS is committed to add value to your transaction by demonstrating flexibility and responsiveness throughout the engagement to help you reach your objectives. Commercial Due Diligence Financial Due Diligence Tax Due Diligence Corporate Finance  Company overview  Historical trading  Current trading  Projections  Historical cash Flow  Historical assets and liabilities  Sustainability of earnings  Forecasts  Working capital  Capital Expenditure  Cash flow  Debt  Corporate governance  Accounting matters  Restructuring opinion (also IBR)  Arbitration support  Deal generation  Purchase price allocation  Fairness opinion  Corporate tax  International tax  Transfer pricing  Value added tax  Employees’ tax  Regulatory and Competition  Positioned within MAZARS Consulting  Operational synergies  Streamlined resources  Performance management  Post-acquisition agenda Technology Due Diligence  IT Due Diligence  HR Due Diligence MAZARS Capabilities Buy-Side Sell-Side *)  Valuations  Capital raising  Transaction support  Mergers & Acquisitions  Financial modelling  Investment advisory  Corporate restructuring Issues Identification Issues Identification 7 *) The complete spectre of our Sell-Side performances is enclosed in the next slide
  8. 8. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. The scope of work related to vendor-side performances is given in the following table 8 Sell-Side-Support Fact Book Scope’s depth Scope’s breadth Flexible Flexible Flexible Flexible Full Limited flexibility MAZARS branding MAZARS conclusion No No No No / Factual based Yes Yes Buyer reliance Deliverable No Data set / Transaction Model No Report Yes Report Meeting with bidders Distribution to bidders Yes, but only in the context of the basis of preparation Possible – client controlled Yes Yes, but only factual based messages Yes Yes, including MAZARS point of view Vendor Due Diligence
  9. 9. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. Our global TS coverage standards allow us to deliver not only reports by strong results with practical recommendations based on a direct, practical and down-to-earth method. • Develop a cross-over understanding of the business • Track of relevant characteristics • In-depth analysis of financial performances • Strong interaction with the client • Valuations • Customized results reporting • Practical and recommendations • Focus on key issues 9
  10. 10. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. 2. Clients & Global Reach “Individual commitment to a group effort – that is what makes a team work, a company work, a society work, a civilization work” Vince Lombardi Global Growth Strategic Capital Allocation 10
  11. 11. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. MAZARS recognition has been increasing, reflected by the increase in monthly conducted FDDs. We also cooperate with clients across the full range of capabilities and industries. 0 1 2 3 4 5 6 7 8 2012 2013 2014 Average of monthly performed due diligences 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2014 Client segmentsFinancial Due Diligence (M a n u f a c t u - r i n g ) Comprehensive due diligence investigation performed for PE in Zurich Financial Due Diligence (S o f t w a r e ) Comprehensive due diligence investigation performed for PE in Hamburg Financial Due Diligence (T e c h n o l o g y ) Comprehensive due diligence investigation performed for PE in Munich Lately conducted FDD Multinational corporate clients looking for investment opportunities in Germany Multinational corporate clients looking for investment opportunities abroad Institutional investors (widely PE), based in Germany, looking for investment opportunities in Germany 11
  12. 12. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. Since 1940, MAZARS has emerged in 71 countries and has about 14T employees world wide. Major strategic footprint partners relates to the global TAS Team. Covered / Integrated Countries MAZARS Correspondents and Representatives Not integrated Countries NORTH AMERICA SOUTH AMERICA AFRICA EUROPE MIDDLE EAST 40 TAS Advisors 30 TAS Advisors 410 TAS Advisors 30 TAS Advisors 40 TAS Advisors ASIA 60 TAS Advisors 12
  13. 13. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. 3. Our Team & Credentials Value Due Diligence Value Driven Management “You cannot escape the responsibility of tomorrow by evading it today” Abraham Lincoln 13
  14. 14. S i n c e 1 9 4 0 Credentials (excerpt)  Paragon Partners (Munich) Acquisition of DTMS group. Acquisition of three medium sized portfolio companies and Sell-side “carve-outs” of two medium sized portfolio companies.  Confidential Clients Ten medium buy side transactions by private equity houses and multinational clients (some are still pending). Complex Carve-out of a German stock-index listed company.  TÜV Süd Several cross-border transactions (Spain/Singapore).  Sopra  Complex Carve-out of a German stock-index listed company.  NORAC Groupe Alimentaire  Acquisition of a Midcap Food Company  Bilfinger SE Acquisition of an Engineering Company.  Geometric Ltd (Mumbai) Acquisition of Midcap Engineering Company.  Capiton Acquisition of Midcap Manufacturing Company.  Voith Acquisition of a large technology company in Brazil.  Humana / Nordmilch Complete Transaction Advisory Services, including Due Diligence and Valuation. Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. Our TAS Team has a long lasting experience in helping clients reach their objectives. We would like to pursue this with you. Claus Buhmann Head of TS Munich German / US Certified Public Accountant Cell: 0049-172-6947528 Email: claus.buhmann@mazars.de Main focus  Financial Due Diligence  Vendor Due Diligence  Carve-out  Business Valuation and vendor assistance for strategic buyers and private equity funds 14
  15. 15. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. Our lately (in 2014) performed Financial Due Diligences involve a broad range of clients present in various industries. 15 FINANCIAL DUE DILIGENCE MAZARS TAS provided financial and tax due diligence to Paragon Partners – Munich in connection with the acquisition of 100% shares of DTMS group (carve-out from Netrada Group) Value Not Disclosed 2014 FINANCIAL DUE DILIGENCE MAZARS TAS provided financial and tax due diligence assistance and to a Zurich based Private Equity in connection with the acquisition of 100% shares of an automotive supplier Value Not Disclosed 2014 FINANCIAL DUE DILIGENCE MAZARS TAS provided financial and tax due diligence assistance to ACC Holding – Hamburg in connection with the acquisition of 100% shares of Himmelwerk Hoch- und Mittelfrequenzanlagen GmbH Value Not Disclosed 2014 FINANCIAL DUE DILIGENCE MAZARS TAS provided financial and tax due diligence assistance to a Spain based corporate firm in connection with the acquisition of 100% shares of an undertaking company (carve out from a US stock-listed company) Value Not Disclosed 2014 FINANCIAL DUE DILIGENCE MAZARS TAS provided financial and tax due diligence to Sopra France in connection with the acquisition of 100% shares COR & FJA Banking Solutions GmbH (carve-out) Value Not Disclosed 2014 FINANCIAL DUE DILIGENCE MAZARS TAS provided financial and tax due diligence assistance to NORAC Groupe Alimentaire in connection with the acquisition of 100% shares of IBIS group Value Not Disclosed 2014 FINANCIAL DUE DILIGENCE MAZARS TAS provided financial and tax due diligence assistance to TÜV Süd – Munich connection with the acquisition of 100% shares of AL Technologies in Singapore Value Not Disclosed 2014 FINANCIAL DUE DILIGENCE MAZARS TAS provided financial due diligence assistance to Capnamic Ventures – Cologne in connection with its significant share acquisition of travador.com Value Not Disclosed 2014 CONFIDENTIAL CONFIDENTIAL
  16. 16. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. We have people with an excellent track record, with whom you would enjoy working with. We treat our clients as we would like to be treated. Head of FAS Germany WP / StB Head of TAS Munich WP / US CPA Partner WP / StB Head of CF Germany WP / StB Senior Manager ACCA Senior Manager WP / StB Senior Manager WP / StB Manager RWTH Aachen WP Senior Associate StB University of Cologne University of Edinburgh Associate HfWU Nürtingen HS Deggendorf Associate TU Munich Columbia University Associate TU Munich Supélec Gif Sur Yvette AssociateAssociate Heinrich-Heine Univ. University of Barcelona ESCE Paris Berlin School of Economics Visiting Analyst TU Munich University of Zurich 16
  17. 17. S i n c e 1 9 4 0 Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved. LEIPZIG Neumarkt 9 A 04109 Leipzig Phone: +49 341 1263-0 Fax: +49 341 1263-133 E-Mail: transactionservices@mazars.de MUNICH Bernhard-Wicki-Straße 7 80636 Munich Phone: +49 89 21636-0 Fax: +49 89 21636-133 E-Mail: transactionservices@mazars.de DÜSSELDORF Bennigsen-Platz 1 40474 Düsseldorf Phone: +49 211 8399-0 Fax: +49 211 8399-133 E-Mail: transactionservices@mazars.de Please do not hesitate to contact us for further details. 17 FRANKFURT Theodor-Stern-Kai 1 60596 Frankfurt Phone: +49 69 96765-0 Fax: +49 69 96765-2160 E-Mail: transactionservices@mazars.de STUTTGART Friedrichstraße 10 70174 Stuttgart Phone: +49 711 601787-0 Fax: +49 711 601787-17 E-Mail: transactionservices@mazars.de BERLIN Hausvogteiplatz 10 10117 Berlin Phone: +49 30 200774-0 Fax: +49 30 200774-44 E-Mail: transactionservices@mazars.de
  1. A particular slide catching your eye?

    Clipping is a handy way to collect important slides you want to go back to later.

×