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Greenberg Traurig - NOAH17 Berlin

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Legal ABC for Tech Companies - Workshop by Henrik Armah, Partner of Greenberg Traurig at the NOAH Conference Berlin 2017, Tempodrom on the 23rd of June 2017.

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Greenberg Traurig - NOAH17 Berlin

  1. 1. G R E E N B E R G T R A U R I G G E R M A N Y , L L P | R E C H T S A N W Ä L T E U N D N O T A R I A T | W W W . G T L A W . D E Legal ABC for Tech Companies M&A Workshop @ NOAH, June 23, 2017 Henrik Armah, Partner, Greenberg Traurig
  2. 2. GET YOUR TICKET TODAY! www.noah-conference.com 6-7 Old Billingsgate, London Tempodrom, Berlin JUN20182-3 NOV2017 SAVE THE DATE
  3. 3. WWW.GTLAW.DE M&A Process 2 1. Motivation for M&A Sales Process / Alternatives 2. Purchase Price 3. Different Phases of an M&A Process 4. Keys to a Successful M&A Process
  4. 4. WWW.GTLAW.DE Motivation/Alternatives 3 1. Strategic > Organic growth not possible or too slow > Business model requires growth > Changes to the markets in which the company is active > Company in crisis 2. Personal > Desire for change > Age/health > Financial need or desire
  5. 5. WWW.GTLAW.DE Motivation/Alternatives 4 3. Alternatives > Organic growth > Acquire other businesses to grow > Carve-out of non-core business to focus resources > Venture capital > Cooperation with strategic investor without giving up control > Joint ventures
  6. 6. WWW.GTLAW.DE Purchase Price 5 > Cash vs. shares > Fixed vs. variable > Immediate or deferred payment > Holdback / escrow vs. earn-out
  7. 7. WWW.GTLAW.DE 4 Main Phases 6 1. Phase 1: Preparation 2. Phase 2: Approaching buyers 3. Phase 3: Negotiations and completion 4. Phase 4: Integration
  8. 8. WWW.GTLAW.DE Timeline 7 Typical phases of an M&A deal with bid process Phase 1: Preparation Internal preparation Phase 2: Approaching Buyers • Teaser • NDA • Indicative offer (non-binding) Signing • Binding offer • LoI • Purchase agreement Closing Phase 3: Negotiations Covenants Phase 4: Integration Satisfaction of conditions • Contract negotiations • Due diligence Disbursement of hold back or earn out
  9. 9. WWW.GTLAW.DE Phase 1: Preparation 8 > Market analysis > Definition of common targets > Analysis and mitigation of weak points > Tax analysis of different sales models > Preparation of due diligence > Selection and engagement of advisors
  10. 10. WWW.GTLAW.DE Phase 2: Approaching Buyers 9 > Market analysis > Long list and short list > Teaser > NDA > Data room and further information > Potentially kick-off of initial due diligence
  11. 11. WWW.GTLAW.DE Phase 2: Approaching Buyers 10 NDA: Typical content > Scope of permitted use of information > Permitted recipients > Rights and obligations in case information is transferred onwards > Non-solicitation clause > Exceptions and term > Destruction of documents and copies following expiration > Venue, governing law
  12. 12. WWW.GTLAW.DE Phase 3: Negotiations 11 > Letter of intent (LoI) with exclusivity > Detailed due diligence > Purchase agreement (draft) and commencement of negotiations > Negotiate ancillary agreements > Management and customer interviews > Signing > Closing
  13. 13. WWW.GTLAW.DE Phase 3: Negotiations 12 LoI: Typical content > Generally non-binding, but… > Indicative purchase price > Structure of purchase price and transaction (including assumptions on which purchase price is based) > Potentially: provisions on material guarantees and liability > Time table and milestones > Signing and closing conditions > Exclusivity > Confidentiality > Cost coverage > Venue, governing law
  14. 14. WWW.GTLAW.DE Phase 3: Negotiations 13 Due diligence: Typical content > Software > Hardware > Financials > Market position > Legal > Tax > Personnel
  15. 15. WWW.GTLAW.DE Phase 3: Negotiations 14 Various elements of a due diligence process > Data room > Q&A > Management interviews > Site visits > Customer interviews > Due diligence is not a one-way street
  16. 16. WWW.GTLAW.DE Phase 3: Negotiations 15 In particular: Legal due diligence > Corporate law, title to shares > Loans and financing > Software and other IP > Data protection and other compliance > Material customer, supplier and other contracts > Personnel (employment agreements, freelancers, bonuses, pensions, works councils)
  17. 17. WWW.GTLAW.DE Phase 3: Negotiations 16 Purchase agreement: Typical content > Purchase object > Purchase price > Conditions to close > Closing > Guarantees and liability > Remedies in case of breaches of guarantees > Covenants to cover period between signing and closing
  18. 18. WWW.GTLAW.DE Phase 4: Integration 17 > If applicable: purchase price adaptation > Retaining key employees > Expiration of limitation periods > Disbursement of hold backs or earn outs > Non-compete undertakings for sellers
  19. 19. WWW.GTLAW.DE Keys to success 18 1. Attractive target 2. Market analysis 3. Consensus among main stakeholders 4. Prepare, prepare, prepare 5. Wisely chosen advisors 6. Timing 7. Control the process
  20. 20. WWW.GTLAW.DE GT Germany 19
  21. 21. Cybercrime und Hackerangriffe G R E E N B E R G T R A U R I G G E R M A N Y , L L P | R E C H T S A N W Ä L T E | W W W . G T L A W . D E ©2017 Greenberg Traurig Germany, LLP. All rights reserved. Greenberg Traurig Germany, LLP Potsdamer Platz 1 10785 Berlin T +49 (0) 30 700 171 100 F +49 (0) 30 700 171 900 Dr. Henrik Armah Partner T +49 (0) 30 700 171 137 E henrik.armah@gtlaw.com
  22. 22. Selected Completed NOAH Transactions Focus on Leading European Internet companies Covering over 400 companies across 25 online verticals, a broad range of over 500 investors as well as 100+ online-focused corporates Deep understanding of industry dynamics Ability to add value beyond banking advice Facilitates overall process and minimizes management distraction NOAH Advisors is globally well connected and has direct access to virtually all key players in the industry Knowledge of and strong relationships with potential buyers’ key decision makers Proactively finds and unlocks attractive investment opportunities for leading investors Annual NOAH Conference in its 8th year Over 40 years of combined relevant M&A experience Routine execution of M&A and financing transactions with sizes of several billion euros 30 successfully completed NOAH Advisors transactions underline successful transfer of M&A competencies to the Internet sector Entrepreneurial mind-set, focused on growing the business and establishing a reputation for excellence Ability to deliver top results in short time frames Highly success-based compensation structures align interests of clients and NOAH Advisors, and demonstrate conviction to deliver top results Creative deal solutions December 2014 September 2014 October 2014 May 2014 Sale of 100% of for $800m to Exclusive Financial Advisor to Fotolia and the Selling Shareholders Sale of 100% of for €80m to Exclusive Financial Advisor to Trovit and its Shareholders Sale of controlling stake in to Exclusive Financial Advisor to Facile.it and its Shareholders sold 100% of for $228m to a joint venture between Exclusive Financial Advisor to Yad2 and its Shareholders Unique Industry Know-How Unmatched Network and Relationships Strong Investment Banking Competence Full Commitment - We Are Entrepreneurs! EUROPE’S LEADING INTERNET CORPORATE FINANCE BOUTIQUE September 2016 October 2016December 2016 May 2016 Investment in by Financial Advisor to Oakley Capital Exclusive Financial Advisor to 10Bis and its Shareholders ® Marco Rodzynek Managing Director & Founder marco.rodzynek@noah-advisors.com Jan Brandes Managing Director jan.brandes@noah-advisors.com Justus Lumpe Managing Director justus.lumpe@noah-advisors.com The NOAH Advisors Core Banking Team Nikhil Parmar Director nikhil.parmar@noah-advisors.com 10Bis Acquisition of a Majority Stake in by from at a valuation of €300m Investment in Exclusive Financial Advisor to KäuferPortal and its Shareholders by 84% Ownership Financial Advisor to Silver Lake Investment in by

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