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Mergers And
Acquisitions
Framework
Your Company Name
M&A – Key Steps
Understanding Your
Business
Requirement For Inorganic
Opportunities
Types Of M&A
Determine Growth
Markets/Services
Set The M&A Criteria
Identify Merger And Acquisition
Targets
Assess Strategic Financial
Position And Fit
M&A Synergy B4
Make A Go/No-go Decision
Conduct Valuation
Perform Due Diligence
Negotiation
Purchase And Sale Contracts
Closing And Integration
Of The Acquisition
Implement Transaction And
Monitor Ongoing Performance
2
3
Company
Overview
Clientele
CFO CMO COO
CEO & MD
Key Management
Introduction
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Mission
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Vision
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needs and capture your audience's attention.
Business & Financial Overview
1,703 2,022
3,184 3,477
4,633 6,421
21.0% 18.9%
33.5%
24.6%
22.0% 25.9%
47.0%
30.0%
37.6%
29.1% 29.3%
31.6%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
0
2,500
5,000
7,500
FY13 FY14 FY15 FY16 FY17 FY18E
Revenue (INR mn) Profit Margin EBITDA Margin
Current Key Offerings
Service Area Offerings
Service 1 Details
Service 2 Details
Service 3 Details
Service 4 Details
Revenue by Geography
Service Area Offerings
Service 1 Details
Service 2 Details
Service 3 Details
Service 4 Details
Current Technology Used
Technology 1 Key Features
Technology 2 Key Features
4
To have a better understanding
of the business, enter the key
service areas, Revenue by
geographies, key financials and
the technology that is being
currently used in the company.
These parameters can also be
changed as per the requirement
Requirement For Inorganic Opportunity
01 02 03 04
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Increase Geographical
Presence
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Offer New
Service
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Increase Market
Share
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Technology
Transfer
5
Rationale behind expanding in to this particular geography
Mention Geographies you want to expand
Benefits of bringing in new technology
New technology you want to bring
Benefits Of Acquiring New Company
Key synergies that would be created after acquisition
Product/Service you want to include
Demand and market size for the particular product/service
Determining New
Growth
Market/Services
6
After identifying the
requirement for
inorganic opportunities,
this slide goes in detail
about each of the
discussed parameters
Types of Inorganic Opportunities
Market Extension Merger
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Vertical Merger
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Product Extension Merger
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Acquisition
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Conglomerate
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Horizontal Merger
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7
Highlight the relevant
opportunity which
you would like to opt
for among others
8
Types of
Inorganic
Opportunities
Horizontal Merger
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Conglomerate
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Acquisition
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Market Extension
Merger
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Product Extension
Merger
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Vertical Merger
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Highlight the relevant
opportunity which
you would like to opt
for among others
Setting The M&A Criteria
Deal Size
USD 15-20
MM
Target Company
Revenue
USD 25-30
MM
Industry
Retailing
E-Commerce
Country
US, UK
Target Company
PAT Margins
15%-20%
New Analytical
Tool
Product/Service
9
Finalize the criteria
which you would
choose for the target
company you want
to merge/acquire
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Identifying Targets
Service Area Country Product/Service Industry Deal Size
Target Company
Revenue
Target Company
PAT Margins
Company A Text Here Text Here Text Here Text Here Text Here Text Here
Company B Text Here Text Here Text Here Text Here Text Here Text Here
Company C Text Here Text Here Text Here Text Here Text Here Text Here
Company D Text Here Text Here Text Here Text Here Text Here Text Here
10
For each target company,
mention the name of country,
product, Industry, size of the
deal, revenue and profit
margins. These parameters
can be altered as per the
criteria set by the company
Balance Sheet - KPIs (Tabular Form)
All figures in USD
MM
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
Shareholders‘ Equity 529.8 1,067.8 1,294.6 1,632.4 529.8
Non–current Liabilities 535.0 548.2 513.5 989.0 535.0
Short–term Borrowings 439.8 622.7 720.6 1,603.8 439.8
Trade Payables 352.9 508.9 760.4 433.7 352.9
Other Current Liabilities 5.9 147.3 289.5 372.6 5.9
Short Term Provisions 21.4 6.2 15.0 28.0 21.4
Current Liabilities 820.1 1,285.0 1,785.5 2,438.1 820.1
Total Liabilities 1,760.4 2,678.1 3,316.3 4,730.4 1,760.4
11
Details of the
shortlisted Target
Company will be
entered here
Balance Sheet - KPIs (Tabular Form)
Total Fixed Assets 803.2 1,034.6 1,159.5 1,751.3
Non–current Investments 26.6 26.6 104.5 26.6
Long Term Loans And
Advances
- 8.0 73.4 204.8
Other Non–Current Assets - 13.8 - -
Current Investments - - - 77.9
Inventories 341.3 731.3 771.3 1,215.8
Trade Receivables 477.6 605.1 996.1 1,061.3
Cash And Bank Balances 33.0 89.5 132.2 258.8
Short–Term Loans &
Advances
75.8 169.1 76.9 131.6
Other Current Assets
Current Assets
Total Assets 1,760.4 2,678.1 3,316.3 4,730.4
12
Details of the
shortlisted Target
Company will be
entered here
Cash Flow Statement - KPIs
Financing Activities
50
60 65
72
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
Net Increase In Cash
50
60 65
72
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
Investing Activities
50
60 65
72
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
Operations
50
60 65
72
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
13
Details of the
shortlisted Target
Company will be
entered here
Cash Flow Statement - KPIs (Tabular Form)
All figures in $ MM FY12 FY13 FY14 FY15
Cash Flow From Operations 3,184 3,476 4,621 6,168
Cash Flow From Investing
Activities
723 781 834 1,210
Cash Flow From Financing
Activities
326 337 223 459
Change In Cash & Cash
Equivalents
1,017 1,303 1,490 1,836
14
Details of the
shortlisted Target
Company will be
entered here
Financial Projections – P&L
Income Statement
(USD MM)
Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22
Net Sales 1,703.1 2,022.0 3,184.5 3,476.6 4,632.6 6,421.4 8,542.4 11,451.0 14,418.8 18,109.4 20,979.0
Expenses
Cost Of Goods Sold 1,282.5 1,374.7 2,028.2 2,200.4 2,859.0 4,148.2 5,467.2 7,271.4 9,156.0 11,499.5 13,321.7
Employee Benefit
Expense
92.1 128.4 155.6 226.5 280.5 321.1 507.2 583.9 675.3 875.4 962.3
Other Expenses 71.2 167.3 265.6 299.7 552.9 570.1 728.9 939.7 1,162.5 1,429.8 1,667.8
Ebitda 261.3 361.6 746.9 781.8 971.7 1,409.1 1,868.5 2,687.8 3,459.5 4,342.0 5,067.7
% Ebitda 15.3% 17.8% 23.4% 22.3% 20.8% 21.9% 21.8% 23.4% 23.9% 23.9% 24.1%
Financing Cost 66.9 128.8 198.1 273.9 293.0 305.3 361.9 423.0 500.6 646.0 786.3
Profit After Tax 162.0 187.7 350.0 337.7 409.5 691.5 972.9 1,614.7 2,109.5 2,361.8 2,742.3
% Pat 9.5% 9.2% 11.0% 9.6% 8.8% 10.7% 11.4% 14.1% 14.6% 13.0% 13.0%
15
Details of the
shortlisted Target
Company will be
entered here
Financial Projections – P&L
Balance Sheet (USD MM) Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22 Mar-23
Shareholders‘ Equity 529.8 1,067.8 1,294.6 1,632.4 1,856.0 3,247.5 4,220.4 5,835.2 7,944.6 10,306.4 13,048.6
Non–current Liabilities 535.0 548.2 513.5 989.0 1,155.0 1,033.3 829.1 744.2 569.8 1,285.4 1,283.5
Short–term Borrowings 439.8 622.7 720.6 1,603.8 1,681.6 2,139.6 2,835.0 3,813.4 4,797.6 5,982.1 6,897.9
Trade Payables 352.9 508.9 760.4 433.7 682.6 852.4 1,123.4 1,494.1 1,881.4 2,362.9 2,737.3
Current Liabilities 820.1 1,285.0 1,785.5 2,438.1 3,258.5 4,097.1 5,434.9 7,287.5 9,170.6 11,472.5 13,252.3
Total Liabilities 1,760.4 2,678.1 3,316.3 4,730.4 5,904.1 8,012.6 10,119.1 13,501.5 17,319.7 22,699.0 27,219.1
Total Fixed Assets 803.2 1,034.6 1,159.5 1,751.3 2,073.3 2,734.8 2,726.7 2,848.2 2,943.7 4,462.7 4,693.7
Inventories 341.3 731.3 771.3 1,215.8 1,355.2 2,120.6 2,754.6 3,649.3 4,569.9 5,730.8 6,627.5
Trade Receivables 477.6 605.1 996.1 1,061.3 1,713.1 2,068.3 2,742.9 3,657.9 4,596.4 5,752.4 6,637.4
Cash And Bank Balances 33.0 89.5 132.2 258.8 264.4 375.5 1,018.9 2,288.3 3,948.9 5,287.4 7,542.8
Short–term Loans & Advances 75.8 169.1 76.9 131.6 290.6 325.8 387.1 456.4 530.7 623.2 702.2
Current Assets 930.5 1,595.1 1,978.8 2,747.8 3,624.0 4,890.9 6,904.1 10,052.5 13,646.5 17,394.5 21,510.6
Total Assets 1,760.4 2,678.1 3,316.3 4,730.4 5,904.1 8,012.6 10,119.1 13,501.5 17,319.7 22,699.0 27,219.1
16
Key Financial Ratios (1/2)
Return On
Assets
Q2 FY18
10%
Price-To-earnings
P/E Ratio
Q2 FY18
10
Price-To-Earnings
P/E Ratio
Q2 FY18
10%
Current
Ratio
Q2 FY18
10
Price-To-Earnings
P/E Ratio
Q2 FY18
10%
Debt To
Equity Ratio
Q2 FY18
10
Return On
Assets
Q2 FY18
10%
Price-To-Earning
P/E Ratio
Q1 FY18
10
17
Liquidity Ratio
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Profitability Ratio
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Activity Ratio
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Solvency Ratio
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Key Financial
Ratios (2/2)
18
Liquidity Ratios
Quick Ratio: Current Assets/ Current liabilities
Year FY16 FY17 FY18 FY19 FY20
Quick Ratio 3 2 1.5 2 4
Current Ratio: Current Assets/ Current liabilities
Year FY16 FY17 FY18 FY19 FY20
Current Ratio 4 5 6 4 3
3
2
1.5
2
4
0
2
4
6
8
Category 1
Quick Ratio
FY 16 FY17 FY18 FY19 FY20
4
5
6
4
3
0
2
4
6
8
Category 1
Current Ratio
FY16 FY17 FY18 FY19 FY20
19
Details of the
shortlisted Target
Company will be
entered here
Profitability Ratios (1/3)
Profit Ratio: Gross Profit / Net Sales
Year FY16 FY17 FY18 FY19 FY20
Gross Profit
Ratio
45 42 37 18 32
Net Profit Ratio: Net Profit after Tax/ Net Sales
Year FY16 FY17 FY18 FY19 FY20
Net Profit
Ratio
55.2 45.8 35.2 28.8 25.5
20
Details of the
shortlisted Target
Company will be
entered here
32
18
37
42
45
0 10 20 30 40 50
Category
1
Gross Profit Ratio
FY20 FY19 FY18 FY17 Column1
25.5
28.8
35.2
45.8
55.2
0 10 20 30 40 50 60
Category
1 Net Profit Ratio
FY20 FY19 FY18 FY17 FY16
Profitability Ratios (2/3)
Earning per Share: Net Income – Preferred
Dividends / Weighted shares outstanding
Year FY16 FY17 FY18 FY19 FY20
EPS Ratio 12 17 9 13 16
Price to Earning Ratio: Market Value price per
share / Earnings per share
Year FY16 FY17 FY18 FY19 FY20
PE Ratio 23 12 28 35 43
23
12
28
35
43
0
10
20
30
40
50
Category 1
PE Ratio
FY16 FY17 FY18 FY19 FY20
12
17
9
13
16
0
5
10
15
20
Category 1
EPS Ratio
FY 16 FY17 FY18 FY19 FY20
21
Details of the
shortlisted Target
Company will be
entered here
Profitability Ratios (3/3)
ROA: Net Income / Total Assets
Year FY16 FY17 FY18 FY19 FY20
ROA Ratio 11 13 16 19 22
ROCE: Net Operating Profit/ Employed Capital
Year FY16 FY17 FY18 FY19 FY20
ROCE Ratio 2 3 3.5 4 4.5
2
3
3.5
4
4.5
0
1
2
3
4
5
Category 1
ROCE
FY16 FY17 FY18 FY19 FY20
11
13
16
19
22
0
5
10
15
20
25
Category 1
ROA
FY 16 FY17 FY18 FY19 FY20
22
Details of the
shortlisted Target
Company will be
entered here
Activity Ratios (1/2)
Receivables Turnover: Net Credit Sales / Average
Accounts Receivable
Year FY16 FY17 FY18 FY19 FY20
Receivable
Ratio
1.4 2.3 3 5 7
Inventory Turnover: COGS / Avg Inventory
Year FY16 FY17 FY18 FY19 FY20
Inventory
Ratio
1.6 2.6 3.2 4.3 6.1
1.6
2.6
3.2
4.3
6.1
0
1
2
3
4
5
6
7
Category 1
FY16 FY17 FY18 FY19 FY20
Inventory Turnover
1.4
2.3
3
5
7
0
1
2
3
4
5
6
7
8
Category 1
FY 16 FY17 FY18 FY19 FY20
Receivables Turnover
23
Details of the
shortlisted Target
Company will be
entered here
Activity Ratios (2/2)
Total Asset Turnover: Net Sales / Average
Total Assets
Year FY16 FY17 FY18 FY19 FY20
Inventory
Ratio
1.2 2.1 2.7 3.4 4.8
Fixed Assets Turnover: Net Sales / Fixed Assets
Year FY16 FY17 FY18 FY19 FY20
Receivabl
e Ratio
6.5 12.4 7.1 9.5 15.4
Fixed Asset Turnover
6.5
12.4
7.1
9.5
15.4
0
5
10
15
20
Category 1
FY 16 FY17 FY18 FY19 FY20
1.2
2.1
2.7
3.4
4.8
0
1
2
3
4
5
6
Category 1
FY16 FY17 FY18 FY19 FY20
Total Asset Turnover
24
Details of the
shortlisted Target
Company will be
entered here
Solvency Ratios
Debt-Equity Ratio: Total Liabilities ÷ Total Equity
Year FY16 FY17 FY18 FY19 FY20
Receivable
Ratio
20.6 9.5 34.6 25.2 31.3
20.6
9.5
34.6
25.2
31.3
0
5
10
15
20
25
30
35
40
Category 1
FY16 FY17 FY18 FY19 FY20
Debt-Equity Ratio
7.3
12.1
6.2
16.8
14.3
0
2
4
6
8
10
12
14
16
18
Category 1
FY 16 FY17 FY18 FY19 FY20
TIE Ratio
Time Interest Earned Ratio: EBIT/ Interest Expense
Year FY16 FY17 FY18 FY19 FY20
Inventory
Ratio
7.3 12.1 6.2 16.8 14.3
25
Details of the
shortlisted Target
Company will be
entered here
M&A Synergy Framework
Merger
Synergies
Revenue growth,
Commercial
Optimization
Operational
Optimization
Reduction in
Financial cost &
Investment
» New Product Development
» Brand Repositioning
» Optimize sales chain
» Cross-Selling
» Improve Price formulation strategies
» Strategic Sourcing
» Procurement Optimization
» Cost reduction in all functions
» Working Capital Reduction
» Sale of assets
Typical Opportunity
Areas
Increase in Revenue
5%
Reduction in
Operational Cost
15%
12%
Reduction in
working capital
Typical Synergy
Value
26
A positive synergy is to be
created out of a
merger/acquisition. We
have identified some
common synergies that
are generated along with
the relevant examples
Company Valuation Methodologies 27
Book Value
Method
Liquidation
Value Method
Replacement
Value Method
Discounted Free
Cash Flow
Method
Capitalization of
Earning Method
Comparable
Company Market
Multiple Method
Comparable
Transaction Multiple
Method
Market Value
Method
Contingent Claim
Valuation
Place of Recent
Investment Method
Rule of Thumb
Methodologies
Asset Based
Method
Income Based
Method
Market Based
Method
Other
Method
We have listed out all the
commonly used valuation
methodologies. Highlight the one
which you are going to use.
Since DCF and relative valuation
is the most commonly used
method, we have discussed it in
detail in the later slides
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Beta
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2.4%
Infinite Growth Rate
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3.1%
Weighted Average
Cost of Capital
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7.3%
Cost of Debt
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8.4%
Cost of Equity
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15%
Discounted Free Cash Flow (DCF) Technique – Data Set 28
Determining Free Cash Flow
Year 1 Year 2 Year 3 Year 4 Year 5
Revenue 15000 16000 17000 18000 19000
EBITDA 8954 9898 10941 12093 12367
Less: D&A 1112 1222 1343 1476 1623
EBIT 7842 8676 9598 10617 11745
Less: Taxes (35%) 2745 3037 3359 3716 4111
Tax adjusted EBIT 5097 5639 6239 6901 7634
Plus: D&A 1112 1222 1343 1476 1623
Less: Capital Expenditure 1750 1750 1750 1750 1750
Less: Change in Net Working
Capital
318 350 384 423 465
Free Cash Flow 4141 4762 5447 6205 7042
29
Calculate the free
cash flow to the firm
after entering all the
details
Valuation Results Valuation (USD)
NPV1 of Explicit Value 27,645
NPV of Terminal Period 125,934
Enterprise Value 153,579
Add: Cash 7,969
Gross Enterprise Value 161,548
Less: Debt 6,470
Equity Value 155,077
Outstanding Shares 2,446,645,889
Value Per Share ($) 63.38
Valuation Results
All Figures in $ MM
Note: 1NPV = Net Present Value
30
The following
methodology will help in
determining the Equity
value & Value per share
of the company
Relative Valuation
Summary P/E2 EV/EBITDA3
Company Price Shares
Market
Cap
EV1 FY 18 FY 19E FY 20E FY 18 FY 19E FY 20E
Company A 17.8 600.0 10,680.0 11,805.0 13.6 11.7 15.8 12.4 10.6 14.4
Company B 16.3 542.0 8,834.6 9,000.0 12.5 12.4 13.5 11.4 11.3 12.3
Company C 14.2 523.0 7,426.6 8,000.0 16.3 15.7 17.4 14.8 14.3 15.8
Company D 15.3 698.0 10,679.4 12,000.0 10.2 16.8 14.7 9.3 15.3 13.4
Company E 16.9 789.0 13,334.1 15,000.0 12.6 15.2 10.2 11.5 13.8 9.3
Company F 15.7 332.0 5,212.4 6,000.0 13.9 12.8 19.5 12.6 11.6 17.7
Median 13.6x 12.4x 10.9x 13.5x 12.7x 10.7x
Mean 13.4x 11.7x 10.5x 13.5x 11.8x 10.6x
Min 7.7x 7.5x 10.6x 7.8x 7.2x 10.7x
Max 16.5x 15.1x 12.5x 16.8x 15.7x 12.9x
1EV=Enterprise Value; 2P/E= Price to Earning Ratio; EBITDA = Earnings before Interest, taxes, depreciation & amortization
31
Business Due-Diligence Process
Terms of Engagement
In this stage, the terms of the business due diligence are decided between the parties and a
non-disclosure agreement is signed. Example-: Cost structures, Customer Base, etc.
Mention key points/strategies,
if any, in each step
Operational Due Diligence
The operational data and information about the business are measured, gathered and
documented. Example -: Revenue Expenses, Profitability, Cash Flow , Assets and Liabilities.
Mention key points/strategies,
if any, in each step
Financial Due Diligence
The financial statements, data and information of the business are gathered, validated and
documented . Example-:Tax Payments, Litigations, Registrations, Intellectual property
Mention key points/strategies,
if any, in each step
Legal Due Diligence
The legal and regulatory data and information of the business are gathered, validated
and documented
Mention key points/strategies,
if any, in each step
The results of the business due-diligence process is shared to the Buyer and/or Seller
Reporting of Information Mention key points/strategies,
if any, in each step
32
Strategic Due-Diligence Methodology
Baseline Starting
situation
» Collection of data &
review
» Market research
» Business studies
» Latest Technology
Assess market segment
& growth trends
» Conduct external interviews
» Understand customer behavior
» Validation of market size & trend
» Understanding the Industry
business model
Review
Business Plan
» Analysis of income
statement
» Industry Benchmarking
» Synergy Analysis
» Internal Company Analysis
» Internal Company analysis
to support current strategy
Assess Skills &
Capabilities
Profile Key competitor
strategies & technology trends
» Focused group discussions and
interviews of customers, top
employee from competitive firms
» Identify the major trends in
technology & competitor responses
Summary &
Recommendations
» Perception on technological
& competitive landscape
» Consensus on business
plan
» Identification of Risk & Risk
mitigation strategies
Stress test
corporate strategy
» Understand the business
strategy in detail
» Assess the employee &
Organizational fit within the
strategy
» Check whether the marketing,
finance and other financial
strategies are in line with the
vision & mission of the company
01 03 04 05 06 07
02
33
Post Merger Integration Framework
» Organizational structure
» Process Organization
» Shared Services
» Centre of Excellence
Organization/Processes
» Make or buy
» Supplier choice/prioritization
» Competitive Sourcing
» Delivery condition
Purchasing
Production
» Production Strategy
» Site choice
» Production layout
HR Culture
» Staff structure
» Task and responsibilities
» Job Profiles
» Cultural Integration
Supply chain
Management/Logistics
» Supply chain organization
» Process harmonization/Process
optimization
» Warehouse storage
» outsourcing
Marketing /Sales
» Branding
» Corporate identity/corporate design
» Sales strategy
» Sales organization
PM Office/PM
Strategy/PM
Measures
01
02
03
04
05
06
360 Degree PMI Model
34
Under each function of an
organization, there would
be an effect due to the
merger/acquisition
process. Mention the
integration effect under
each of them
Post Merger Integration Challenges
Inadequate Integration
A lack of synchronization throughout the IT infrastructure can result in
difficulties with everyday business processes, producing complications
and slowing down overall operations
Lack of Visibility
Unless the two merged companies have
established a customer data integration
system, procuring an updated single view
of the customer is essential
Data Amalgamation
Data amalgamation makes certain that
companies have access to updated
information across the entire organization
regardless of whether it resides on premise or
in the cloud.
Compliance & Regulation
Compliance issues are likely as two converging businesses do not
have the same levels of compliance. Policies, contracts and
guidelines are essential and regular enforcement, visibility and
control is required to permit organizations to run smoothly
Investment Community
Does the M&A adds value to the firm? Are
there any positive synergies involved?
Cross-selling of products could annoy
customers. Apart from that, if there aren’t
any demonstrable changes, customer could
question the M&A, since there is nothing in
it for them
Customers
Through Clear communication, Employees must
be stated about the change in their roles &
responsibilities, if any, to avoid any overlapping of
responsibilities among themselves
Employees
35
We have listed out some
of the key challenges
faced after post
merger/acquisition. Alter
it as per your
requirement
M&A Performance Tracker
20%
% increase in the
Shareholder Value
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audience's attention.
7%
% increase in
P/E ratio
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audience's attention.
20%
% increase in
Production Capacity
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needs and capture your
audience's attention.
5%
% increase in
Current EPS
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15%
% increase in the Free
Cash Flow the firm
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36
These key indicators
can only be measured
after some duration
when the
merger/acquisition
process is closed.
Mergers And Acquisitions Framework Icon Slide 37
11:00am-11:15am
Coffee
Time
38
Charts & Graphs
39
Stacked Bar
0 10 20 30 40 50 60 70 80 90 100
Q1
Q2
Q3
Q4
(In
Percentage)
» Product 01 » Product 02
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”.
40
Stacked Area-Clustered Column
0
1
2
3
4
5
6
7
8
9
10
FY01 FY02 FY03 FY04
In
percentage
» Product 01 » Product 02 » Product 03
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”.
41
Stacked Line With Markers
0
10
20
30
40
50
60
Task1 Task2 Task3 Task4 Task5 Task6 Task7 Task8 Task9 Task10 Task11 Task12
In
million
» Product 01
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”.
42
Volume - Open - High - Low – Close - Chart
0
10
20
30
40
50
60
70
0
20
40
60
80
100
120
140
160
05-01-2002 06-01-2002 07-01-2002 08-01-2002 09-01-2002
» Product 01 » Product 02
Volume
Open
Low
High
Close
In
percentage
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”.
43
Clustered Bar
0 10 20 30 40 50 60 70 80 90 100
Q1
Q2
Q3
Q4
Unit Count
» Product 01 » Product 02 » Product 03
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”.
44
Radar Chart
» Product 01
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it to your needs and capture your
audience's attention.
» Product 02
This slide is 100% editable. Adapt
it to your needs and capture your
audience's attention.
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”.
45
0
5
10
15
20
25
30
35
03-05-2018
05-05-2018
08-05-2018
12-04-2018
15-05-2018
17-05-2018
Additional Slides
46
Our Mission 47
Mission
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needs and capture your
audience's attention.
Vision
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needs and capture your
audience's attention.
48
John Albert
Financial advisor
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audience's attention.
Victoria Smith
Manager
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Sam White
Web designer
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Tom Parker
CEO
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audience's attention.
Meet Our Team
About Us 49
Target
Audiences
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to your needs and capture your
audience's attention.
Preferred by
Many
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audience's attention.
Values
Client
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50
Our Goal
01
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02
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03
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Comparison
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Female
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needs and capture your audience's
attention.
Male
80% 60%
51
Dashboard
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needs and capture your audience's
attention.
20
100
60
40%
(Low)
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needs and capture your audience's
attention.
20
100
60
80%
(High)
52
75%
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it to your needs and capture your
audience's attention.
55%
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it to your needs and capture your
audience's attention.
45%
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audience's attention.
Financial 53
Quotes 54
When everything
seems to be going
against you
remember
an airplane
takes off against the
wind not with it.
Henry Ford
Puzzle
01
02
03
04
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needs and capture your audience's attention.
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needs and capture your audience's attention.
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55
Target
01
02
03
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audience's attention.
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audience's attention.
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audience's attention.
56
Location
50%
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your needs and capture your
audience's attention.
Russia
70%
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your needs and capture your
audience's attention.
Africa
20%
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your needs and capture your
audience's attention.
Canada
40%
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your needs and capture your
audience's attention.
57
Circular
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attention.
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attention.
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attention.
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capture your audience's
attention.
Your Text
Here
58
Venn
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and capture your audience's attention.
69% 52%
59
Mind Map
93% 99%
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capture your audience ‘s
attention.
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capture your audience ‘s
attention.
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capture your audience ‘s
attention.
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attention.
60
Silhouettes
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Silhouettes01
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audience's attention.
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Silhouettes03
61
Magnifying Glass
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62
Bulb Or Idea
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05
01
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capture your audience's attention.
02
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Mergers And Acquisitions Framework Powerpoint Presentation Slides

  • 2. M&A – Key Steps Understanding Your Business Requirement For Inorganic Opportunities Types Of M&A Determine Growth Markets/Services Set The M&A Criteria Identify Merger And Acquisition Targets Assess Strategic Financial Position And Fit M&A Synergy B4 Make A Go/No-go Decision Conduct Valuation Perform Due Diligence Negotiation Purchase And Sale Contracts Closing And Integration Of The Acquisition Implement Transaction And Monitor Ongoing Performance 2
  • 3. 3 Company Overview Clientele CFO CMO COO CEO & MD Key Management Introduction This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Mission This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Vision This slide is 100% editable. Adapt it to your needs and capture your audience's attention.
  • 4. Business & Financial Overview 1,703 2,022 3,184 3,477 4,633 6,421 21.0% 18.9% 33.5% 24.6% 22.0% 25.9% 47.0% 30.0% 37.6% 29.1% 29.3% 31.6% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 0 2,500 5,000 7,500 FY13 FY14 FY15 FY16 FY17 FY18E Revenue (INR mn) Profit Margin EBITDA Margin Current Key Offerings Service Area Offerings Service 1 Details Service 2 Details Service 3 Details Service 4 Details Revenue by Geography Service Area Offerings Service 1 Details Service 2 Details Service 3 Details Service 4 Details Current Technology Used Technology 1 Key Features Technology 2 Key Features 4 To have a better understanding of the business, enter the key service areas, Revenue by geographies, key financials and the technology that is being currently used in the company. These parameters can also be changed as per the requirement
  • 5. Requirement For Inorganic Opportunity 01 02 03 04 This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Increase Geographical Presence This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Offer New Service This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Increase Market Share This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Technology Transfer 5
  • 6. Rationale behind expanding in to this particular geography Mention Geographies you want to expand Benefits of bringing in new technology New technology you want to bring Benefits Of Acquiring New Company Key synergies that would be created after acquisition Product/Service you want to include Demand and market size for the particular product/service Determining New Growth Market/Services 6 After identifying the requirement for inorganic opportunities, this slide goes in detail about each of the discussed parameters
  • 7. Types of Inorganic Opportunities Market Extension Merger This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Vertical Merger This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Product Extension Merger This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Acquisition This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Conglomerate This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Horizontal Merger This slide is 100% editable. Adapt it your needs and capture your audience’s attention. 7 Highlight the relevant opportunity which you would like to opt for among others
  • 8. 8 Types of Inorganic Opportunities Horizontal Merger This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Conglomerate This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Acquisition This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Market Extension Merger This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Product Extension Merger This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Vertical Merger This slide is 100% editable. Adapt it your needs and capture your audience’s attention. Highlight the relevant opportunity which you would like to opt for among others
  • 9. Setting The M&A Criteria Deal Size USD 15-20 MM Target Company Revenue USD 25-30 MM Industry Retailing E-Commerce Country US, UK Target Company PAT Margins 15%-20% New Analytical Tool Product/Service 9 Finalize the criteria which you would choose for the target company you want to merge/acquire This slide is 100% editable. Adapt it to your needs and capture your audience's attention.
  • 10. Identifying Targets Service Area Country Product/Service Industry Deal Size Target Company Revenue Target Company PAT Margins Company A Text Here Text Here Text Here Text Here Text Here Text Here Company B Text Here Text Here Text Here Text Here Text Here Text Here Company C Text Here Text Here Text Here Text Here Text Here Text Here Company D Text Here Text Here Text Here Text Here Text Here Text Here 10 For each target company, mention the name of country, product, Industry, size of the deal, revenue and profit margins. These parameters can be altered as per the criteria set by the company
  • 11. Balance Sheet - KPIs (Tabular Form) All figures in USD MM Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18 Shareholders‘ Equity 529.8 1,067.8 1,294.6 1,632.4 529.8 Non–current Liabilities 535.0 548.2 513.5 989.0 535.0 Short–term Borrowings 439.8 622.7 720.6 1,603.8 439.8 Trade Payables 352.9 508.9 760.4 433.7 352.9 Other Current Liabilities 5.9 147.3 289.5 372.6 5.9 Short Term Provisions 21.4 6.2 15.0 28.0 21.4 Current Liabilities 820.1 1,285.0 1,785.5 2,438.1 820.1 Total Liabilities 1,760.4 2,678.1 3,316.3 4,730.4 1,760.4 11 Details of the shortlisted Target Company will be entered here
  • 12. Balance Sheet - KPIs (Tabular Form) Total Fixed Assets 803.2 1,034.6 1,159.5 1,751.3 Non–current Investments 26.6 26.6 104.5 26.6 Long Term Loans And Advances - 8.0 73.4 204.8 Other Non–Current Assets - 13.8 - - Current Investments - - - 77.9 Inventories 341.3 731.3 771.3 1,215.8 Trade Receivables 477.6 605.1 996.1 1,061.3 Cash And Bank Balances 33.0 89.5 132.2 258.8 Short–Term Loans & Advances 75.8 169.1 76.9 131.6 Other Current Assets Current Assets Total Assets 1,760.4 2,678.1 3,316.3 4,730.4 12 Details of the shortlisted Target Company will be entered here
  • 13. Cash Flow Statement - KPIs Financing Activities 50 60 65 72 Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18 Net Increase In Cash 50 60 65 72 Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18 Investing Activities 50 60 65 72 Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18 Operations 50 60 65 72 Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18 13 Details of the shortlisted Target Company will be entered here
  • 14. Cash Flow Statement - KPIs (Tabular Form) All figures in $ MM FY12 FY13 FY14 FY15 Cash Flow From Operations 3,184 3,476 4,621 6,168 Cash Flow From Investing Activities 723 781 834 1,210 Cash Flow From Financing Activities 326 337 223 459 Change In Cash & Cash Equivalents 1,017 1,303 1,490 1,836 14 Details of the shortlisted Target Company will be entered here
  • 15. Financial Projections – P&L Income Statement (USD MM) Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22 Net Sales 1,703.1 2,022.0 3,184.5 3,476.6 4,632.6 6,421.4 8,542.4 11,451.0 14,418.8 18,109.4 20,979.0 Expenses Cost Of Goods Sold 1,282.5 1,374.7 2,028.2 2,200.4 2,859.0 4,148.2 5,467.2 7,271.4 9,156.0 11,499.5 13,321.7 Employee Benefit Expense 92.1 128.4 155.6 226.5 280.5 321.1 507.2 583.9 675.3 875.4 962.3 Other Expenses 71.2 167.3 265.6 299.7 552.9 570.1 728.9 939.7 1,162.5 1,429.8 1,667.8 Ebitda 261.3 361.6 746.9 781.8 971.7 1,409.1 1,868.5 2,687.8 3,459.5 4,342.0 5,067.7 % Ebitda 15.3% 17.8% 23.4% 22.3% 20.8% 21.9% 21.8% 23.4% 23.9% 23.9% 24.1% Financing Cost 66.9 128.8 198.1 273.9 293.0 305.3 361.9 423.0 500.6 646.0 786.3 Profit After Tax 162.0 187.7 350.0 337.7 409.5 691.5 972.9 1,614.7 2,109.5 2,361.8 2,742.3 % Pat 9.5% 9.2% 11.0% 9.6% 8.8% 10.7% 11.4% 14.1% 14.6% 13.0% 13.0% 15 Details of the shortlisted Target Company will be entered here
  • 16. Financial Projections – P&L Balance Sheet (USD MM) Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Shareholders‘ Equity 529.8 1,067.8 1,294.6 1,632.4 1,856.0 3,247.5 4,220.4 5,835.2 7,944.6 10,306.4 13,048.6 Non–current Liabilities 535.0 548.2 513.5 989.0 1,155.0 1,033.3 829.1 744.2 569.8 1,285.4 1,283.5 Short–term Borrowings 439.8 622.7 720.6 1,603.8 1,681.6 2,139.6 2,835.0 3,813.4 4,797.6 5,982.1 6,897.9 Trade Payables 352.9 508.9 760.4 433.7 682.6 852.4 1,123.4 1,494.1 1,881.4 2,362.9 2,737.3 Current Liabilities 820.1 1,285.0 1,785.5 2,438.1 3,258.5 4,097.1 5,434.9 7,287.5 9,170.6 11,472.5 13,252.3 Total Liabilities 1,760.4 2,678.1 3,316.3 4,730.4 5,904.1 8,012.6 10,119.1 13,501.5 17,319.7 22,699.0 27,219.1 Total Fixed Assets 803.2 1,034.6 1,159.5 1,751.3 2,073.3 2,734.8 2,726.7 2,848.2 2,943.7 4,462.7 4,693.7 Inventories 341.3 731.3 771.3 1,215.8 1,355.2 2,120.6 2,754.6 3,649.3 4,569.9 5,730.8 6,627.5 Trade Receivables 477.6 605.1 996.1 1,061.3 1,713.1 2,068.3 2,742.9 3,657.9 4,596.4 5,752.4 6,637.4 Cash And Bank Balances 33.0 89.5 132.2 258.8 264.4 375.5 1,018.9 2,288.3 3,948.9 5,287.4 7,542.8 Short–term Loans & Advances 75.8 169.1 76.9 131.6 290.6 325.8 387.1 456.4 530.7 623.2 702.2 Current Assets 930.5 1,595.1 1,978.8 2,747.8 3,624.0 4,890.9 6,904.1 10,052.5 13,646.5 17,394.5 21,510.6 Total Assets 1,760.4 2,678.1 3,316.3 4,730.4 5,904.1 8,012.6 10,119.1 13,501.5 17,319.7 22,699.0 27,219.1 16
  • 17. Key Financial Ratios (1/2) Return On Assets Q2 FY18 10% Price-To-earnings P/E Ratio Q2 FY18 10 Price-To-Earnings P/E Ratio Q2 FY18 10% Current Ratio Q2 FY18 10 Price-To-Earnings P/E Ratio Q2 FY18 10% Debt To Equity Ratio Q2 FY18 10 Return On Assets Q2 FY18 10% Price-To-Earning P/E Ratio Q1 FY18 10 17
  • 18. Liquidity Ratio This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Profitability Ratio This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Activity Ratio This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Solvency Ratio This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Key Financial Ratios (2/2) 18
  • 19. Liquidity Ratios Quick Ratio: Current Assets/ Current liabilities Year FY16 FY17 FY18 FY19 FY20 Quick Ratio 3 2 1.5 2 4 Current Ratio: Current Assets/ Current liabilities Year FY16 FY17 FY18 FY19 FY20 Current Ratio 4 5 6 4 3 3 2 1.5 2 4 0 2 4 6 8 Category 1 Quick Ratio FY 16 FY17 FY18 FY19 FY20 4 5 6 4 3 0 2 4 6 8 Category 1 Current Ratio FY16 FY17 FY18 FY19 FY20 19 Details of the shortlisted Target Company will be entered here
  • 20. Profitability Ratios (1/3) Profit Ratio: Gross Profit / Net Sales Year FY16 FY17 FY18 FY19 FY20 Gross Profit Ratio 45 42 37 18 32 Net Profit Ratio: Net Profit after Tax/ Net Sales Year FY16 FY17 FY18 FY19 FY20 Net Profit Ratio 55.2 45.8 35.2 28.8 25.5 20 Details of the shortlisted Target Company will be entered here 32 18 37 42 45 0 10 20 30 40 50 Category 1 Gross Profit Ratio FY20 FY19 FY18 FY17 Column1 25.5 28.8 35.2 45.8 55.2 0 10 20 30 40 50 60 Category 1 Net Profit Ratio FY20 FY19 FY18 FY17 FY16
  • 21. Profitability Ratios (2/3) Earning per Share: Net Income – Preferred Dividends / Weighted shares outstanding Year FY16 FY17 FY18 FY19 FY20 EPS Ratio 12 17 9 13 16 Price to Earning Ratio: Market Value price per share / Earnings per share Year FY16 FY17 FY18 FY19 FY20 PE Ratio 23 12 28 35 43 23 12 28 35 43 0 10 20 30 40 50 Category 1 PE Ratio FY16 FY17 FY18 FY19 FY20 12 17 9 13 16 0 5 10 15 20 Category 1 EPS Ratio FY 16 FY17 FY18 FY19 FY20 21 Details of the shortlisted Target Company will be entered here
  • 22. Profitability Ratios (3/3) ROA: Net Income / Total Assets Year FY16 FY17 FY18 FY19 FY20 ROA Ratio 11 13 16 19 22 ROCE: Net Operating Profit/ Employed Capital Year FY16 FY17 FY18 FY19 FY20 ROCE Ratio 2 3 3.5 4 4.5 2 3 3.5 4 4.5 0 1 2 3 4 5 Category 1 ROCE FY16 FY17 FY18 FY19 FY20 11 13 16 19 22 0 5 10 15 20 25 Category 1 ROA FY 16 FY17 FY18 FY19 FY20 22 Details of the shortlisted Target Company will be entered here
  • 23. Activity Ratios (1/2) Receivables Turnover: Net Credit Sales / Average Accounts Receivable Year FY16 FY17 FY18 FY19 FY20 Receivable Ratio 1.4 2.3 3 5 7 Inventory Turnover: COGS / Avg Inventory Year FY16 FY17 FY18 FY19 FY20 Inventory Ratio 1.6 2.6 3.2 4.3 6.1 1.6 2.6 3.2 4.3 6.1 0 1 2 3 4 5 6 7 Category 1 FY16 FY17 FY18 FY19 FY20 Inventory Turnover 1.4 2.3 3 5 7 0 1 2 3 4 5 6 7 8 Category 1 FY 16 FY17 FY18 FY19 FY20 Receivables Turnover 23 Details of the shortlisted Target Company will be entered here
  • 24. Activity Ratios (2/2) Total Asset Turnover: Net Sales / Average Total Assets Year FY16 FY17 FY18 FY19 FY20 Inventory Ratio 1.2 2.1 2.7 3.4 4.8 Fixed Assets Turnover: Net Sales / Fixed Assets Year FY16 FY17 FY18 FY19 FY20 Receivabl e Ratio 6.5 12.4 7.1 9.5 15.4 Fixed Asset Turnover 6.5 12.4 7.1 9.5 15.4 0 5 10 15 20 Category 1 FY 16 FY17 FY18 FY19 FY20 1.2 2.1 2.7 3.4 4.8 0 1 2 3 4 5 6 Category 1 FY16 FY17 FY18 FY19 FY20 Total Asset Turnover 24 Details of the shortlisted Target Company will be entered here
  • 25. Solvency Ratios Debt-Equity Ratio: Total Liabilities ÷ Total Equity Year FY16 FY17 FY18 FY19 FY20 Receivable Ratio 20.6 9.5 34.6 25.2 31.3 20.6 9.5 34.6 25.2 31.3 0 5 10 15 20 25 30 35 40 Category 1 FY16 FY17 FY18 FY19 FY20 Debt-Equity Ratio 7.3 12.1 6.2 16.8 14.3 0 2 4 6 8 10 12 14 16 18 Category 1 FY 16 FY17 FY18 FY19 FY20 TIE Ratio Time Interest Earned Ratio: EBIT/ Interest Expense Year FY16 FY17 FY18 FY19 FY20 Inventory Ratio 7.3 12.1 6.2 16.8 14.3 25 Details of the shortlisted Target Company will be entered here
  • 26. M&A Synergy Framework Merger Synergies Revenue growth, Commercial Optimization Operational Optimization Reduction in Financial cost & Investment » New Product Development » Brand Repositioning » Optimize sales chain » Cross-Selling » Improve Price formulation strategies » Strategic Sourcing » Procurement Optimization » Cost reduction in all functions » Working Capital Reduction » Sale of assets Typical Opportunity Areas Increase in Revenue 5% Reduction in Operational Cost 15% 12% Reduction in working capital Typical Synergy Value 26 A positive synergy is to be created out of a merger/acquisition. We have identified some common synergies that are generated along with the relevant examples
  • 27. Company Valuation Methodologies 27 Book Value Method Liquidation Value Method Replacement Value Method Discounted Free Cash Flow Method Capitalization of Earning Method Comparable Company Market Multiple Method Comparable Transaction Multiple Method Market Value Method Contingent Claim Valuation Place of Recent Investment Method Rule of Thumb Methodologies Asset Based Method Income Based Method Market Based Method Other Method We have listed out all the commonly used valuation methodologies. Highlight the one which you are going to use. Since DCF and relative valuation is the most commonly used method, we have discussed it in detail in the later slides This slide is 100% editable. Adapt it to your needs and capture your audience's attention.
  • 28. Beta This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 2.4% Infinite Growth Rate This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 3.1% Weighted Average Cost of Capital This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 7.3% Cost of Debt This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 8.4% Cost of Equity This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 15% Discounted Free Cash Flow (DCF) Technique – Data Set 28
  • 29. Determining Free Cash Flow Year 1 Year 2 Year 3 Year 4 Year 5 Revenue 15000 16000 17000 18000 19000 EBITDA 8954 9898 10941 12093 12367 Less: D&A 1112 1222 1343 1476 1623 EBIT 7842 8676 9598 10617 11745 Less: Taxes (35%) 2745 3037 3359 3716 4111 Tax adjusted EBIT 5097 5639 6239 6901 7634 Plus: D&A 1112 1222 1343 1476 1623 Less: Capital Expenditure 1750 1750 1750 1750 1750 Less: Change in Net Working Capital 318 350 384 423 465 Free Cash Flow 4141 4762 5447 6205 7042 29 Calculate the free cash flow to the firm after entering all the details
  • 30. Valuation Results Valuation (USD) NPV1 of Explicit Value 27,645 NPV of Terminal Period 125,934 Enterprise Value 153,579 Add: Cash 7,969 Gross Enterprise Value 161,548 Less: Debt 6,470 Equity Value 155,077 Outstanding Shares 2,446,645,889 Value Per Share ($) 63.38 Valuation Results All Figures in $ MM Note: 1NPV = Net Present Value 30 The following methodology will help in determining the Equity value & Value per share of the company
  • 31. Relative Valuation Summary P/E2 EV/EBITDA3 Company Price Shares Market Cap EV1 FY 18 FY 19E FY 20E FY 18 FY 19E FY 20E Company A 17.8 600.0 10,680.0 11,805.0 13.6 11.7 15.8 12.4 10.6 14.4 Company B 16.3 542.0 8,834.6 9,000.0 12.5 12.4 13.5 11.4 11.3 12.3 Company C 14.2 523.0 7,426.6 8,000.0 16.3 15.7 17.4 14.8 14.3 15.8 Company D 15.3 698.0 10,679.4 12,000.0 10.2 16.8 14.7 9.3 15.3 13.4 Company E 16.9 789.0 13,334.1 15,000.0 12.6 15.2 10.2 11.5 13.8 9.3 Company F 15.7 332.0 5,212.4 6,000.0 13.9 12.8 19.5 12.6 11.6 17.7 Median 13.6x 12.4x 10.9x 13.5x 12.7x 10.7x Mean 13.4x 11.7x 10.5x 13.5x 11.8x 10.6x Min 7.7x 7.5x 10.6x 7.8x 7.2x 10.7x Max 16.5x 15.1x 12.5x 16.8x 15.7x 12.9x 1EV=Enterprise Value; 2P/E= Price to Earning Ratio; EBITDA = Earnings before Interest, taxes, depreciation & amortization 31
  • 32. Business Due-Diligence Process Terms of Engagement In this stage, the terms of the business due diligence are decided between the parties and a non-disclosure agreement is signed. Example-: Cost structures, Customer Base, etc. Mention key points/strategies, if any, in each step Operational Due Diligence The operational data and information about the business are measured, gathered and documented. Example -: Revenue Expenses, Profitability, Cash Flow , Assets and Liabilities. Mention key points/strategies, if any, in each step Financial Due Diligence The financial statements, data and information of the business are gathered, validated and documented . Example-:Tax Payments, Litigations, Registrations, Intellectual property Mention key points/strategies, if any, in each step Legal Due Diligence The legal and regulatory data and information of the business are gathered, validated and documented Mention key points/strategies, if any, in each step The results of the business due-diligence process is shared to the Buyer and/or Seller Reporting of Information Mention key points/strategies, if any, in each step 32
  • 33. Strategic Due-Diligence Methodology Baseline Starting situation » Collection of data & review » Market research » Business studies » Latest Technology Assess market segment & growth trends » Conduct external interviews » Understand customer behavior » Validation of market size & trend » Understanding the Industry business model Review Business Plan » Analysis of income statement » Industry Benchmarking » Synergy Analysis » Internal Company Analysis » Internal Company analysis to support current strategy Assess Skills & Capabilities Profile Key competitor strategies & technology trends » Focused group discussions and interviews of customers, top employee from competitive firms » Identify the major trends in technology & competitor responses Summary & Recommendations » Perception on technological & competitive landscape » Consensus on business plan » Identification of Risk & Risk mitigation strategies Stress test corporate strategy » Understand the business strategy in detail » Assess the employee & Organizational fit within the strategy » Check whether the marketing, finance and other financial strategies are in line with the vision & mission of the company 01 03 04 05 06 07 02 33
  • 34. Post Merger Integration Framework » Organizational structure » Process Organization » Shared Services » Centre of Excellence Organization/Processes » Make or buy » Supplier choice/prioritization » Competitive Sourcing » Delivery condition Purchasing Production » Production Strategy » Site choice » Production layout HR Culture » Staff structure » Task and responsibilities » Job Profiles » Cultural Integration Supply chain Management/Logistics » Supply chain organization » Process harmonization/Process optimization » Warehouse storage » outsourcing Marketing /Sales » Branding » Corporate identity/corporate design » Sales strategy » Sales organization PM Office/PM Strategy/PM Measures 01 02 03 04 05 06 360 Degree PMI Model 34 Under each function of an organization, there would be an effect due to the merger/acquisition process. Mention the integration effect under each of them
  • 35. Post Merger Integration Challenges Inadequate Integration A lack of synchronization throughout the IT infrastructure can result in difficulties with everyday business processes, producing complications and slowing down overall operations Lack of Visibility Unless the two merged companies have established a customer data integration system, procuring an updated single view of the customer is essential Data Amalgamation Data amalgamation makes certain that companies have access to updated information across the entire organization regardless of whether it resides on premise or in the cloud. Compliance & Regulation Compliance issues are likely as two converging businesses do not have the same levels of compliance. Policies, contracts and guidelines are essential and regular enforcement, visibility and control is required to permit organizations to run smoothly Investment Community Does the M&A adds value to the firm? Are there any positive synergies involved? Cross-selling of products could annoy customers. Apart from that, if there aren’t any demonstrable changes, customer could question the M&A, since there is nothing in it for them Customers Through Clear communication, Employees must be stated about the change in their roles & responsibilities, if any, to avoid any overlapping of responsibilities among themselves Employees 35 We have listed out some of the key challenges faced after post merger/acquisition. Alter it as per your requirement
  • 36. M&A Performance Tracker 20% % increase in the Shareholder Value This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 7% % increase in P/E ratio This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 20% % increase in Production Capacity This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 5% % increase in Current EPS This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 15% % increase in the Free Cash Flow the firm This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 36 These key indicators can only be measured after some duration when the merger/acquisition process is closed.
  • 37. Mergers And Acquisitions Framework Icon Slide 37
  • 40. Stacked Bar 0 10 20 30 40 50 60 70 80 90 100 Q1 Q2 Q3 Q4 (In Percentage) » Product 01 » Product 02 This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”. 40
  • 41. Stacked Area-Clustered Column 0 1 2 3 4 5 6 7 8 9 10 FY01 FY02 FY03 FY04 In percentage » Product 01 » Product 02 » Product 03 This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”. 41
  • 42. Stacked Line With Markers 0 10 20 30 40 50 60 Task1 Task2 Task3 Task4 Task5 Task6 Task7 Task8 Task9 Task10 Task11 Task12 In million » Product 01 This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”. 42
  • 43. Volume - Open - High - Low – Close - Chart 0 10 20 30 40 50 60 70 0 20 40 60 80 100 120 140 160 05-01-2002 06-01-2002 07-01-2002 08-01-2002 09-01-2002 » Product 01 » Product 02 Volume Open Low High Close In percentage This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”. 43
  • 44. Clustered Bar 0 10 20 30 40 50 60 70 80 90 100 Q1 Q2 Q3 Q4 Unit Count » Product 01 » Product 02 » Product 03 This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”. 44
  • 45. Radar Chart » Product 01 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. » Product 02 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select “Edit Data”. 45 0 5 10 15 20 25 30 35 03-05-2018 05-05-2018 08-05-2018 12-04-2018 15-05-2018 17-05-2018
  • 47. Our Mission 47 Mission This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Vision This slide is 100% editable. Adapt it to your needs and capture your audience's attention.
  • 48. 48 John Albert Financial advisor This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Victoria Smith Manager This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Sam White Web designer This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Tom Parker CEO This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Meet Our Team
  • 49. About Us 49 Target Audiences This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Preferred by Many This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Values Client This slide is 100% editable. Adapt it to your needs and capture your audience's attention.
  • 50. 50 Our Goal 01 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 02 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 03 This slide is 100% editable. Adapt it to your needs and capture your audience's attention.
  • 51. Comparison This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Female This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Male 80% 60% 51
  • 52. Dashboard This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 20 100 60 40% (Low) This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 20 100 60 80% (High) 52
  • 53. 75% This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 55% This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 45% This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Financial 53
  • 54. Quotes 54 When everything seems to be going against you remember an airplane takes off against the wind not with it. Henry Ford
  • 55. Puzzle 01 02 03 04 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 55
  • 56. Target 01 02 03 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 56
  • 57. Location 50% This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Russia 70% This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Africa 20% This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Canada 40% This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 57
  • 58. Circular This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Your Text Here 58
  • 59. Venn This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 69% 52% 59
  • 60. Mind Map 93% 99% This slide is 100% editable. Adapt it to your needs and capture your audience ‘s attention. This slide is 100% editable. Adapt it to your needs and capture your audience ‘s attention. This slide is 100% editable. Adapt it to your needs and capture your audience ‘s attention. This slide is 100% editable. Adapt it to your needs and capture your audience ‘s attention. 60
  • 61. Silhouettes This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Silhouettes01 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Silhouettes02 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. Silhouettes03 61
  • 62. Magnifying Glass » This slide is 100% editable. Adapt it to your needs and capture your audience's attention. » This slide is 100% editable. Adapt it to your needs and capture your audience's attention. » This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 62
  • 63. Bulb Or Idea This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 05 01 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 02 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 03 This slide is 100% editable. Adapt it to your needs and capture your audience's attention. 04 63
  • 64. 64 Home Address: # Street Number, City, State Mail Email Address: Emailaddress@123gmail.Com Call Contact Number: 0123456789