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IT M&A
Advisory
A BearingPoint Accelerator
We are neutral IT Advisors for the full M&A life-cycle –
for strategic buyers/sellers and for Private Equities.
Within our industrialized IT Due Diligence or IT
Assessments, we minimize risks and identify cost
reduction potentials as well as growth opportunities –
based on the investment thesis. Our proven track
record and our unique partnership with West Monroe
Partners, a leading IT M&A advisor in the US,
underlines our capabilities.
IT M&A Advisory | A BearingPoint Accelerator
Contents
Market Drivers
Our Approach
Client Benefits
References
Contact
CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< >
IT M&A Advisory | A BearingPoint Accelerator
Market Drivers
CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< >
M&A Market remains strong
• Global M&A activities are currently
reaching new highs. Economies continue
to perform well
• Cost of debt is low and the capital
reserves of huge corporations are full,
while the demand for Private Equity (PE)
remains high
• Cross-border transactions, especially in
the Euro-zone, are on the rise due to
currency differences, e.g. German firms,
especially instead of US and Chinese
investors
Go Digital: IT is becoming key
• The importance of the IT function in all
firms is on the rise, also in non-tech
companies
• Digitalization / disruption by IT is
changing the game
Success of M&A transactions is depending more and more on IT
So far IT is often not involved or involved too late in M&A transactions, e.g. in carve-outs,
massive amounts of money and time are required to execute and they depend on IT.
• Private Equity (PE) and Strategic Buyers/ Sellers need IT M&A advice for their strategic
acquisition or divestiture decisions
• IT Due Diligence is a necessary step to asses and minimize IT risks – also of portfolios
• In case of integration or carve-out, further IT M&A support for planing and execution
is required
Integration
Acquisition Divestiture
Optimization
M&A Strategy
Due Diligence
Planning
Execution
IT M&A
Advisory
Carve-Out
<
<
<
<
<<
<
<<
<
Our Approach
• We are neutral IT M&A experts
• We cover the full M&A life-cycle
• We typically enter in the IT Due Diligence phase – but we also assess the IT of non-transactional portfolios (IT Quick Scan / IT Assessment)
• We serve PE and Strategic Buyers/ Sellers for all strategic decisions
• We have a unique alliance with West Monroe and a proven track record
In our industrialized IT Due Diligence we asses IT and recommend projects/measures based on the investment thesis.
IT M&A Advisory | A BearingPoint Accelerator
CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< >
We start with the investment thesis
To ensure a sound overview of the status quo as well as to identify risks,
cost saving potential and potential growth opportunities we focus, based
on the specific business process of the Target, on six key areas:
• IT Strategy
• People and Organization
• Applications
• IT Infrastructure
• IT Processes
• IT Financials
We advised on 700 transactions over the past 10 years for over 100 leading financial and strategic buyers totaling over $10 billion in value.
IT Due Diligence Focus Areas
Business Processes
IT Strategy
Applications
Infrastructure
ProcessesPeople
IT Financials
IT Provider
Client Benefits
BearingPoint and West Monroe team up globally to offer neutral IT M&A Advice for
the most important business decisions.
Compared to competitors, a thorough approach and adequate IT assessment is
provided.
The investment decision is based on evidence provided by a neutral IT advisor
with a proven track record
IT M&A Advisory | A BearingPoint Accelerator
CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< >
Within our industrialized IT Due
Diligence we asses the IT and
recommend projects and measures
based on the investment thesis. This
ensures that risks are minimized and
costs reduction potentials as well as
growth opportunities are identified.
Target‘s IT is aligned with the
investment thesis
>
>
>
>
We, at BearingPoint, are
Management and Technology
Consultants with a
broad experience in business
processes in various industries
BearingPoint has a proven track
record in IT Advisory and
Business Transformation as
well as in M&A, especially in IT
Diligence, Carve-Outs and PMI
BearingPoint advised on 50+
transactions for both private
equity and strategic buyers with
a historically stronger focus on
corporates
West Monroe’s Business
Consultants and Technologists
combine functional expertise
and industry experience to
deliver sustained success
West Monroe is a leading M&A
advisor in the US with a high
market recognition in private
equity and a growing corporate
client base
West Monroe supported more
than 70 financial and strategic
buyers with due diligence and
PMI – over 175 transaction
advisory engagements in 2014
Independent
IT M&A Advisor
&
Unique Alliance with
proven Track Record
Company
>
>
>
>
Asses IT and recommend
Projects / measures
Identify and mitigate risks
Define cost take-out measures
Find value creators & growth
opportunities
Client Benefits
Within our industrialized IT Due Diligence we minimize risks and identify cost reduction potentials as well as growth
opportunities - based on the investment thesis
IT M&A Advisory | A BearingPoint Accelerator
CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< >
IT Due Diligence
• Alignement of target’s IT with the investment thesis is assessed (Does IT
run in a stable manner? Can key applications, infrastructure, processes
and IT organization scale? Does IT provide a solid basis for a platform
business?)
• Risks, value creators and growth opportunities are identified
• Necessary investments to bring the target in the position to meet the
investments thesis are evaluated
IT Carve Out
• Professional expertise for the analysis, planning and execution of IT
Carve-Out initiatives
• Assessed separation costs, activities and risks as well as evaluated
options for IT and related operational functions
• Separation Management Office and guiding principles help to ensure
Day 1 Readiness
• Sound separation of infrastructure and application, data migration, and
conversion assistance in the execution phase, without business
disruptions
Client benefits examples
The investment decision is based on evidence provided by
a neutral IT advisor
Using our IT Carve-Out approach we help companies
accelerate the transition timeline, maximize synergy
capture and minimize risks of IT issues
> >
IT M&A Advisory | A BearingPoint Accelerator
CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< >
References
Assessment of IT Synergies/Risks before integrating
Target into PortCo
Show Case: IT Integration Due Diligence
Client
considered to make an investment in
Target
a midsized Construction & Engineering company
BearingPoint, together with our
global alliance Partner West Monroe,
performed IT Integration Due
Diligence services
Challenge
• Perform IT Due Diligence on Target
• Perform IT Assessment of the PortCo
• Identify IT Synergies achieved through the integration of
Target and PortCo
• Quantify one time IT costs to integrate and future IT run
rate of the combined entity
Results
• Integration roadmap for the two companies established
• Precise information about the one-time costs to integrate
PortCo and Target evaluated
• Detailed assessment of the application environment
regarding scalability and functionality in order to meet
the investment thesis
IT M&A Advisory | A BearingPoint Accelerator
CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< >
References
BearingPoint, with our global alliance Partner West Monroe,
provided IT M&A advice during a complex IT Carve Out
Show Case: Carve-Out – IT Due Diligence, Day 1 Readiness Planning & Advisory
Client
purchased (shoes) from
PortCo
and (shoes) from
Target
by merging both into a NewCo
BearingPoint, with our global alliance
Partner West Monroe, performed a
TSA review and ERP quality audit as
part of carve out planning and parent
separation
Challenge
• Organization, processes and IT applications of target
fully integrated and tailored to parents requirements of
centrally managing a portfolio of different brands
• Global shared service functions and applications to be
separated for integration into NewCo
• Decision on carve-out strategy required based on future
NewCo needs and TSA timeline
• Extremely tight timeline to enable separation of
SAP/financials and distribution/logistics on Day 1 amidst
blooming busy season
Results
• Held collaborative Day 1 planning workshops with parent
and buyer to sharpen understanding of required services
from parent and phase out cycles while negotiating TSA
schedules for a two-year TSA period
• Major impacts on supply chain and financial separation
concepts clarified as basis for NewCo organizational
set-up
• Provide ‘Buyer eye’ QA during Parent Day 1 SAP ERP
separation
• Developed enterprise architecture (EA) and IT
infrastructure design for future NewCo IT landscape
leveraging cloud and ‘rightizing’ operations
• Provided subject matter expertise for global point of sale
(POS) selection
Contact
IT M&A Advisory | A BearingPoint Accelerator
Matthias Roeser
Partner
BearingPoint Switzerland
matthias.roeser@bearingpoint.com
CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT<
Kiumars Hamidian
Partner
BearingPoint Germany
kiumars.hamidian@bearingpoint.com
About BearingPoint
BearingPoint consultants understand that the world of business changes constantly and that the resulting complexities demand intelligent and
adaptive solutions. Our clients, whether in commercial or financial industries or in government, experience real results when they work with us. We
combine industry, operational and technology skills with relevant proprietary and other assets in order to tailor solutions for each client’s
individual challenges. This adaptive approach is at the heart of our culture and has led to long-standing relationships with many of the world’s
leading companies and organizations. Our global consulting network of 9,700 people serves clients in more than 70 countries and engages with
them for measurable results and long-lasting success.
For more information, please visit: www.bearingpoint.com
© 2015 BearingPoint. All rights reserved
Patrick Palmgren
Partner
BearingPoint Sweden
patrick.palmgren@bearingpoint.com

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IT M&A Advisory

  • 1. > IT M&A Advisory A BearingPoint Accelerator We are neutral IT Advisors for the full M&A life-cycle – for strategic buyers/sellers and for Private Equities. Within our industrialized IT Due Diligence or IT Assessments, we minimize risks and identify cost reduction potentials as well as growth opportunities – based on the investment thesis. Our proven track record and our unique partnership with West Monroe Partners, a leading IT M&A advisor in the US, underlines our capabilities.
  • 2. IT M&A Advisory | A BearingPoint Accelerator Contents Market Drivers Our Approach Client Benefits References Contact CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< >
  • 3. IT M&A Advisory | A BearingPoint Accelerator Market Drivers CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< > M&A Market remains strong • Global M&A activities are currently reaching new highs. Economies continue to perform well • Cost of debt is low and the capital reserves of huge corporations are full, while the demand for Private Equity (PE) remains high • Cross-border transactions, especially in the Euro-zone, are on the rise due to currency differences, e.g. German firms, especially instead of US and Chinese investors Go Digital: IT is becoming key • The importance of the IT function in all firms is on the rise, also in non-tech companies • Digitalization / disruption by IT is changing the game Success of M&A transactions is depending more and more on IT So far IT is often not involved or involved too late in M&A transactions, e.g. in carve-outs, massive amounts of money and time are required to execute and they depend on IT. • Private Equity (PE) and Strategic Buyers/ Sellers need IT M&A advice for their strategic acquisition or divestiture decisions • IT Due Diligence is a necessary step to asses and minimize IT risks – also of portfolios • In case of integration or carve-out, further IT M&A support for planing and execution is required Integration Acquisition Divestiture Optimization M&A Strategy Due Diligence Planning Execution IT M&A Advisory Carve-Out < < < < << < << <
  • 4. Our Approach • We are neutral IT M&A experts • We cover the full M&A life-cycle • We typically enter in the IT Due Diligence phase – but we also assess the IT of non-transactional portfolios (IT Quick Scan / IT Assessment) • We serve PE and Strategic Buyers/ Sellers for all strategic decisions • We have a unique alliance with West Monroe and a proven track record In our industrialized IT Due Diligence we asses IT and recommend projects/measures based on the investment thesis. IT M&A Advisory | A BearingPoint Accelerator CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< > We start with the investment thesis To ensure a sound overview of the status quo as well as to identify risks, cost saving potential and potential growth opportunities we focus, based on the specific business process of the Target, on six key areas: • IT Strategy • People and Organization • Applications • IT Infrastructure • IT Processes • IT Financials We advised on 700 transactions over the past 10 years for over 100 leading financial and strategic buyers totaling over $10 billion in value. IT Due Diligence Focus Areas Business Processes IT Strategy Applications Infrastructure ProcessesPeople IT Financials IT Provider
  • 5. Client Benefits BearingPoint and West Monroe team up globally to offer neutral IT M&A Advice for the most important business decisions. Compared to competitors, a thorough approach and adequate IT assessment is provided. The investment decision is based on evidence provided by a neutral IT advisor with a proven track record IT M&A Advisory | A BearingPoint Accelerator CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< > Within our industrialized IT Due Diligence we asses the IT and recommend projects and measures based on the investment thesis. This ensures that risks are minimized and costs reduction potentials as well as growth opportunities are identified. Target‘s IT is aligned with the investment thesis > > > > We, at BearingPoint, are Management and Technology Consultants with a broad experience in business processes in various industries BearingPoint has a proven track record in IT Advisory and Business Transformation as well as in M&A, especially in IT Diligence, Carve-Outs and PMI BearingPoint advised on 50+ transactions for both private equity and strategic buyers with a historically stronger focus on corporates West Monroe’s Business Consultants and Technologists combine functional expertise and industry experience to deliver sustained success West Monroe is a leading M&A advisor in the US with a high market recognition in private equity and a growing corporate client base West Monroe supported more than 70 financial and strategic buyers with due diligence and PMI – over 175 transaction advisory engagements in 2014 Independent IT M&A Advisor & Unique Alliance with proven Track Record Company > > > > Asses IT and recommend Projects / measures Identify and mitigate risks Define cost take-out measures Find value creators & growth opportunities
  • 6. Client Benefits Within our industrialized IT Due Diligence we minimize risks and identify cost reduction potentials as well as growth opportunities - based on the investment thesis IT M&A Advisory | A BearingPoint Accelerator CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< > IT Due Diligence • Alignement of target’s IT with the investment thesis is assessed (Does IT run in a stable manner? Can key applications, infrastructure, processes and IT organization scale? Does IT provide a solid basis for a platform business?) • Risks, value creators and growth opportunities are identified • Necessary investments to bring the target in the position to meet the investments thesis are evaluated IT Carve Out • Professional expertise for the analysis, planning and execution of IT Carve-Out initiatives • Assessed separation costs, activities and risks as well as evaluated options for IT and related operational functions • Separation Management Office and guiding principles help to ensure Day 1 Readiness • Sound separation of infrastructure and application, data migration, and conversion assistance in the execution phase, without business disruptions Client benefits examples The investment decision is based on evidence provided by a neutral IT advisor Using our IT Carve-Out approach we help companies accelerate the transition timeline, maximize synergy capture and minimize risks of IT issues > >
  • 7. IT M&A Advisory | A BearingPoint Accelerator CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< > References Assessment of IT Synergies/Risks before integrating Target into PortCo Show Case: IT Integration Due Diligence Client considered to make an investment in Target a midsized Construction & Engineering company BearingPoint, together with our global alliance Partner West Monroe, performed IT Integration Due Diligence services Challenge • Perform IT Due Diligence on Target • Perform IT Assessment of the PortCo • Identify IT Synergies achieved through the integration of Target and PortCo • Quantify one time IT costs to integrate and future IT run rate of the combined entity Results • Integration roadmap for the two companies established • Precise information about the one-time costs to integrate PortCo and Target evaluated • Detailed assessment of the application environment regarding scalability and functionality in order to meet the investment thesis
  • 8. IT M&A Advisory | A BearingPoint Accelerator CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< > References BearingPoint, with our global alliance Partner West Monroe, provided IT M&A advice during a complex IT Carve Out Show Case: Carve-Out – IT Due Diligence, Day 1 Readiness Planning & Advisory Client purchased (shoes) from PortCo and (shoes) from Target by merging both into a NewCo BearingPoint, with our global alliance Partner West Monroe, performed a TSA review and ERP quality audit as part of carve out planning and parent separation Challenge • Organization, processes and IT applications of target fully integrated and tailored to parents requirements of centrally managing a portfolio of different brands • Global shared service functions and applications to be separated for integration into NewCo • Decision on carve-out strategy required based on future NewCo needs and TSA timeline • Extremely tight timeline to enable separation of SAP/financials and distribution/logistics on Day 1 amidst blooming busy season Results • Held collaborative Day 1 planning workshops with parent and buyer to sharpen understanding of required services from parent and phase out cycles while negotiating TSA schedules for a two-year TSA period • Major impacts on supply chain and financial separation concepts clarified as basis for NewCo organizational set-up • Provide ‘Buyer eye’ QA during Parent Day 1 SAP ERP separation • Developed enterprise architecture (EA) and IT infrastructure design for future NewCo IT landscape leveraging cloud and ‘rightizing’ operations • Provided subject matter expertise for global point of sale (POS) selection
  • 9. Contact IT M&A Advisory | A BearingPoint Accelerator Matthias Roeser Partner BearingPoint Switzerland matthias.roeser@bearingpoint.com CLIENT BENEFITSOUR APPROACHMARKET DRIVERS REFERENCES CONTACT< Kiumars Hamidian Partner BearingPoint Germany kiumars.hamidian@bearingpoint.com About BearingPoint BearingPoint consultants understand that the world of business changes constantly and that the resulting complexities demand intelligent and adaptive solutions. Our clients, whether in commercial or financial industries or in government, experience real results when they work with us. We combine industry, operational and technology skills with relevant proprietary and other assets in order to tailor solutions for each client’s individual challenges. This adaptive approach is at the heart of our culture and has led to long-standing relationships with many of the world’s leading companies and organizations. Our global consulting network of 9,700 people serves clients in more than 70 countries and engages with them for measurable results and long-lasting success. For more information, please visit: www.bearingpoint.com © 2015 BearingPoint. All rights reserved Patrick Palmgren Partner BearingPoint Sweden patrick.palmgren@bearingpoint.com