Transaction Advisory services
General presentation
Page 2
Mergers & Acquisitions Advisory
Transaction Real Estate
Valuation & Business
Modelling
Transaction Support
Transact...
Page 3
Transaction Advisory Services
Integrated Services and Solutions
Mergers &
Acquisitions
Advisory
Transaction
Integra...
Page 4
Transaction Advisory Services
Mergers & Acquisitions Advisory
Mergers & Acquisitions Advisory
► We provide companie...
Page 5
Transaction Advisory Services
Transaction Support
► We assist Italian and international clients through the entire ...
Page 6
Transaction Advisory Services
Valuation & Business Modelling
► Our team of professionals can determine the value of...
Page 7
Transaction Advisory Services
Transaction Tax
► The main objective of our Transaction Tax Service Line is that of
p...
Page 8
Transaction Advisory Services
Transaction Real Estate
► We are global leaders in real estate consulting. An integra...
Page 9
Transaction Advisory Services
Transaction Integration
► We provide assistance in integration and separation process...
Page 10
Transaction Advisory Services
Working Capital Management
► Our dedicated team has leading credentials in the deliv...
Page 11
Transaction Advisory Services
Restructuring
Our offering
► Our restructuring team can support our clients in:
► Co...
EY | Assurance | Tax | Transactions | Advisory
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EY is a global leader in assurance, tax, transaction and advisory
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EY Romania - Presentation Transaction Advisory Services

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In Romania, EY has been a leader on the professional services market since its set up in 1992. Our 500 employees in Romania and Moldova provide seamless assurance, tax, transactions, and advisory services to clients ranging from multinationals to local companies. Our offices are based in Bucharest, Cluj-Napoca, Timisoara, Iasi and Chisinau. For more information, please visit www.ey.com.

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EY Romania - Presentation Transaction Advisory Services

  1. 1. Transaction Advisory services General presentation
  2. 2. Page 2 Mergers & Acquisitions Advisory Transaction Real Estate Valuation & Business Modelling Transaction Support Transaction TaxTransaction Integration Restructuring Working Capital Management Transaction Advisory Services Client needs IndustrialclientsandFinancialinstitutions
  3. 3. Page 3 Transaction Advisory Services Integrated Services and Solutions Mergers & Acquisitions Advisory Transaction Integration Transaction Support Valuation & Business Modelling Working Capital Management Transaction Tax Transaction Real Estate ►Full project management and coordination of a transaction ►Transaction structure ►Buy side advisory ►Sell side advisory ►Merger advisory ►Buy-Out/ Buy-In advisory ►Acquisition concept („buy & build“) ►Financial/ LBO modeling ►Capital procurement and structuring ►Privatizations/ project finance ►Strategic alliances ►Feasibility studies ►Integration management ►Carve out management ►Including advice for all functional areas ►Operations ►Accounting ►Controlling ►IT-Systems ►Personnel/ organization ►Real Estate ►Restructuring/ synergies ►other ►Readiness assessment ►Effectiveness assessment ►Deal works ►Buy side due diligence ►Sell side due diligence ►Operational due diligence (in certain sectors) ►Commercial due diligence ►Deal support includes pricing definition and adjustment mechanism ►Support during SPA negotiation/ drafting ►Post-merger solutions ►Accounting services ►Calculation of business and portfolio value (DCF/ capitalized earning Value) ►Merger, squeeze out reports ►IPO ►Fairness opinions ►Litigation ►Impairment tests ►Purchase price allocation ►Revaluation of fixed assets ►Valuation of intangible assets ►Stock options ►Investments (IAS 39) ►Valuation of guarantees and variable-interest entities ►Financial modeling ►Project finance ►KPI Benchmark within a selected peer group ►Definition and validation of sustainable targets in Working Capital improvements ►Detailed analysis of Working Capital processes ►Identification and prioritization of opportunities ►Improvement opportunities implementation ►Resource training and support ►Working Capital Management, KPIs and reporting schemes ►Design of incentive schemes ►Tax due diligence ►Tax structuring of the acquisition ►Creation of a tax-efficient structure prior to the transaction ►Development of a tax- efficient acquisition or sales structure ►Utilization of tax loss carry forwards ►Structuring of management equity interest ►Tax advisory services for refinancing/ recapitalization ►Advice on transactions and capital market strategies for real estate companies and portfolios ►Real estate valuations and due diligence ►Development and implementation of innovative real estate products ►Advice regarding real estate strategies and organization ►Development and project management advisory services Strongindustryknowledgeand keyindustryspecialization Restructuring ►Quick check/ insolvency status review ►Working capital/ cash-flow analyses ►Review of restructuring concepts ►Review of operational plan/ distressed due diligence/ cash management review ►Going concern/ reorganizational report ►Reorganizational negotiations ►Insolvency plan/ further legal options ►Monitoring reports ►Financial modeling/ review ►Liquidations & strategic exit routes
  4. 4. Page 4 Transaction Advisory Services Mergers & Acquisitions Advisory Mergers & Acquisitions Advisory ► We provide companies with complete professional assistance in: ► Merger & Acquisition deals: adopting an approach aimed at optimising the terms of the acquisition and minimizing the related risks ► Disposal transactions: our intervention is aimed at maximising shareholders’ value ► Our practice operates through an integrated network of contacts which provides immediate access to a confidential communication channel between prospective buyers, sellers and sources of capital. Our capability across the world gives clients maximum coverage in all major markets, including emerging ones ► Our specialized team has the capabilities, resources and skills needed to manage the whole process, from origination, to execution, whether the target is listed or privately owned ►Full project management and coordination of a transaction ►Transaction structure ►Buy side advisory ►Sell side advisory ►Merger advisory ►Buy-Out/ Buy-In advisory ►Acquisition concept („buy & build“) ►Financial/ LBO modeling ►Capital procurement and structuring ►Privatizations/ project finance ►Strategic alliances ►Feasibility studies
  5. 5. Page 5 Transaction Advisory Services Transaction Support ► We assist Italian and international clients through the entire transaction process, supporting them in the valuation, the deal structuring and a successful deal closing ► Besides our traditional Financial Due Diligence activity, we can provide “ad hoc” solutions thanks to the skills available in the EY network: Tax, Legal, Human Capital, Health Safety and Environmental, Information Technology and Real Estate ► Our assistance include support: ► During the acquisition of companies, business lines and JV ventures (Buy-Side Transaction Support) ► in corporate restructurings, sale of companies’ stakes and business lines (Sell-Side Transaction Support/Vendor Due Diligence) Our offering ►Buy side due diligence ►Sell side due diligence ►Operational due diligence (in certain sectors) ►Commercialdue diligence ►Deal support includes pricing definition and adjustment mechanism ►Support during SPA negotiation/ drafting ►Post-merger solutions ►Accounting services
  6. 6. Page 6 Transaction Advisory Services Valuation & Business Modelling ► Our team of professionals can determine the value of a company, a business line, a contract, a trade mark, a license or any other asset, according to different purposes, such as: ► Statutory valuation ► Transaction-related valuation ► Share exchange valuation ► Fairness opinion ► Moreover, we support companies willing to explore possible future scenarios before taking strategic decisions, verify their financial sustainability or have an independent opinion on internally and externally developed business plans ► Our services include: business planning, financial planning and modelling, business & financial plan review, process modelling Our offering ►Calculation of business and portfolio value (DCF/ capitalized earning Value) ►Merger, squeeze out reports ►IPO ►Fairness opinions ►Litigation ►Impairment tests ►Purchase price allocation ►Revaluation of fixed assets ►Valuation of intangible assets ►Stock options ►Investments (IAS 39) ►Valuation of guarantees and variable-interest entities ►Financial modeling ►Project finance
  7. 7. Page 7 Transaction Advisory Services Transaction Tax ► The main objective of our Transaction Tax Service Line is that of providing clients with global assistance and advisory services in the field of national and international tax planning, M&A transactions or group corporate restructurings ► Thanks to their high level of expertise and qualified skills, our professionals are able to assist a wide variety of corporate clients, regardless of size, industry or degree of internationalization Our offering ►Tax due diligence ►Tax structuring of the acquisition ►Creation of a tax-efficient structure prior to the transaction ►Development of a tax- efficient acquisition or sales structure ►Utilization of tax loss carry forwards ►Structuring of management equity interest ►Tax advisory services for refinancing/ recapitalization
  8. 8. Page 8 Transaction Advisory Services Transaction Real Estate ► We are global leaders in real estate consulting. An integrated approach with other areas of excellence within EY enables the Real Estate group to provide professional solutions to all issues relating to the Real Estate market ► Our services include: Our offering ► Property valuations ► Territorial marketing ► Hospitality & leisure services ► Real estate advisory ► Real estate finance ► Real estate M&A ► Feasibility studies ► Sector studies ►Advice on transactions and capital market strategies for real estate companies and portfolios ►Real estate valuations and due diligence ►Development and implementation of innovative real estate products ►Advice regarding real estate strategies and organization ►Development and project management advisory services
  9. 9. Page 9 Transaction Advisory Services Transaction Integration ► We provide assistance in integration and separation processes, assuring the continuity of the acquired/demerged business, with a particular focus on processes, systems and organizational issues. We support our clients in the: ► Definition of the integration/separation strategy ► Definition and execution of a detailed integration/separation plan ► The TI team, composed by professionals with high seniority, cooperates with the management for the definition of operating (integration/separation) plans, identifying potential synergies and weaknesses already in the Due Diligence phases Our offering ►Integration management ►Carve out management ►Including advice for all functional areas ►Operations ►Accounting ►Controlling ►IT-Systems ►Personnel/ organization ►Real Estate ►Restructuring/ synergies ►Other ►Readiness assessment ►Effectiveness assessment ►Deal works
  10. 10. Page 10 Transaction Advisory Services Working Capital Management ► Our dedicated team has leading credentials in the delivery of a rapid and sustainable improvement in the management of working capital ► Our approach operates in three phases: ► Phase 1: Diagnose - combination of pilot site visits; external/internal benchmarking; metric setting ► Phase 2: Deliver - site review roll-out; training/workshops, tools and templates, metrics and monitoring ► Phase 3: Sustain - central monitoring overlay; resource definition and allocation to ensure; long term culture change is delivered, integration with other reporting and forecasting systems ► Main benefits: forecasting/managing short-term cash flows, WC converted into cash, simple transferable techniques for new ventures/acquisitions, share price and management reputation enhanced, positive impact on credit rating, additional sources of capital available, management provided with greater flexibility to pursue strategic objectives Our offering ►KPI Benchmark within a selected peer group ►Definition and validation of sustainable targets in Working Capital improvements ►Detailed analysis of Working Capital processes ►Identification and prioritization of opportunities ►Improvement opportunities implementation ►Resource training and support ►Working Capital Management, KPIs and reporting schemes ►Design of incentive schemes
  11. 11. Page 11 Transaction Advisory Services Restructuring Our offering ► Our restructuring team can support our clients in: ► Corporate debt advisory and support in refinancing, buyouts and restructurings ► Understand current and future financial requirements, identify the optimal funding structures, support in dealing with banks ► Business closure/downsizing ► Assess business unit viability, assist in closure, downsizing, outsourcing options and identify key risks ► Business/strategic reviews ► Assist in the management of external stakeholders (e.g., banking syndicates), CRO appointments ► Accelerated disposals and acquisitions ► Assist corporate to define and implement optimal routes for disposing of underperforming or non-core operations, or funding opportunistic acquisitions ►Quick check/ insolvency status review ►Working capital/ cash-flow analyses ►Review of restructuring concepts ►Review of operational plan/ distressed due diligence/ cash management review ►Going concern/ reorganizational report ►Reorganizational negotiations ►Insolvency plan/ further legal options ►Monitoring reports ►Financial modeling/ review ►Liquidations & strategic exit routes
  12. 12. EY | Assurance | Tax | Transactions | Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization and may refer to one or more of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. © 2013 EYGM Limited. All Rights Reserved. Ernst & Young SRL Tower Center Building, 22nd floor 15-17 Ion Mihalache Blvd., Sector 1 Bucharest 011171, Romania Phone: +40 21 402 4000 Fax: +40 21 310 7193 Email: office@ro.ey.com
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