AGENDA• TRIPORTAIL• THE TEAM• SALES PROCESS OVERVIEW• ACQUISITION PROCESS OVERVIEW• MANAGEMENT BUY-OUT PROCESS OVERVIEW• SEARCH FOR NEW FINANCIERS PROCESS OVERVIEW• FAMILY AGREEMENT• SOME TRANSACTIONS REALISED BY TRIPORTAIL 2
TRIPORTAILTriportail assists entrepreneurs or investors during the key stages of the development of a private company :• Transmission : – Within the family or among the shareholders, through the drawing up of a Family Agreement – Within the company, through a Management Buy-Out – Outside the company, through the Sale of the Company.• Development : – External growth, through the Acquisition of companies – External financing, through the Search of new Financiers.
TRIPORTAILOur philosophy :• The assistance of a professional consultant during a buy or sell side assignment enhances the terms of a transaction.• Triportail carries out its services using of a rigorous methodology, inspired by investment banks, which ensures the successful and efficient outcome of the process.• This process is adapted to the specificities of each client in order to provide the most appropriate solution to achieve the objectives assigned.The added-value of Triportail lies in :• A strict compliance with the confidentiality required by the transaction• The lack of any conflict of interest in the execution of our missions• A total availability for the missions we are entrusted with by our clients• The defense and advancement of our clients’ interests• A proven track record in the field of mergers and acquisitions and cross border transactions• A rigorous and tested methodology• A close collaboration with our clients’ usual counsels• A remuneration mostly linked with the success of the mission
THE TEAMFrank Guemara founded Triportail in 2003. Until then he established and led the Mergers & Acquisitions department at the bank Lombard Odier & Cie, in Geneva, which he joined in 1993. In this role Frank Guemara managed the transfer of a number of privately-held companies in Switzerland as well as abroad. Before joining Lombard Odier & Cie, Frank Guemara worked for 5 years for the audit firm Coopers & Lybrand in Geneva. Frank Guemara sits on the board of directors of various companies involved in the businesses of food, retail, wine and finance. Frank Guemara holds a degree in economics from Geneva University. He is also qualified as a certified public accountant (expert-comptable diplômé) and is a member of the Swiss Institute of Certified Accountants and Tax Consultants (Chambre fiduciaire suisse). Frank Guemara speaks French and English.Jean-Marc Taverney has a 20 year international experience in corporate finance and business development. He served as head of finance for Asia-Pacific at Société Générale de Surveillance (SGS) and, more recently, head of corporate audit EMEA at Eastman Kodak Company. His responsibilities at those companies enabled Jean-Marc to acquire a significant experience in the fields of change management, restructuring and M&A. Before joining SGS, Jean-Marc worked with the financial group of the Espirito Santo family in Lausanne and with Coopers & Lybrand in Geneva. Jean-Marc Taverney holds a MBA from Business School Lausanne and is qualified as an auditor (brevet fédéral d’agent fiduciaire). Jean- Marc Taverney speaks French, English, Italian, German and Swiss-GermanClaude Laporte is an attorney-at-law (brevet d’avocat) with a 3-year experience in mergers and acquisitions with the law firm Lenz & Staehelin in Geneva. Before joining Lenz & Staehelin, he worked in the fields of financing services to companies at UBS, commodity trade finance at BNP Paribas and in the publishing industry (L’Âge d’Homme). Claude Laporte also holds a PhD in Law and a Master of Advanced Studies in Business Administration from Geneva University. Claude Laporte speaks French, English, German, Romanian and Italian, and has a basic knowledge of Russian and Modern Greek.
SALES PROCESS OVERVIEW Search andPreliminary Information Letter of Due Selection of Approach Negotiation ContractsDiagnostic Memorandum Intent Diligence counterparts• Feasibility study (business, management, clients, price) • Preparation of presentation documents for prospective counterparts • Clear appraisal of investors’ profile • Confidential approach (blind profile, NDA) • Optimisation of quantitative and qualitative terms • Formalisation of the main points of the deal • Control of the information • Formalisation Triportail assists owners of companies located all over Europe with the sale of their business The cycle of a transaction takes typically between 9 and 18 months. 6
ACQUISITION PROCESS OVERVIEW Target Market Confidentiality Target Offer/ Letter of Due Selection & Contracts Analysis Agreement Analysis Negotiation intent diligence Approach• Target identification based on defined profile • Target(s) selection and approach (confidential) • Assess the willingness of the target to disclose confidential information and to enter into negotiation • Analysis of data, valuation, feasibility • Optimisation of quantitative and qualitative terms • Formalisation of the main points of the deal • Control of the information • FormalisationThe proximity and in-depth knowledge of accounting, taxation and social laws and regulations are key success factors during the process of an acquisition. Consequently, Triportail assists investors with acquisitions in Switzerland and Italy only. 7
MANAGEMENT BUY-OUT PROCESS OVERVIEW Feasibility Terms & Conditions Structuring Formalisation• Company’s valuation • Financial • Secure the takeover • Contracts:• Feasibility • Technical • Business plan • Sale• Equity • Operational • Search for financing • Loan• Cash-flow • Shareholders’ agreement Triportail assists the owners of companies and/or the managers within the framework of a transfer of the company to its managers 8
SEARCH FOR NEW FINANCIERS PROCESS OVERVIEWBusiness Financing Company’s Presentation Investor’s Approach Negotiation Contracts Plan Needs Valuation Material Profile• Preparation of a business plan • Assessment of the financing needs • Company’s valuation: definition of investment proposal • Preparation of presentation material • Definition of investor’s profile • Approach (confidential) • Terms & conditions of the investment • Formalisation Triportail assists business owners with the search for financing or wishing to offer part of the capital to a financial or industrial partner. 9
LE PROTOCOLE FAMILIAL The Context The Process • What is the mission, the vision, which • Triportail leads a reflection process are the rights and obligations of the amongst family members. We make Family towards the Company ? sure to address every critical issues to ensure the Company’s continuity and • What is the mission, which are the the family’ serenity.. rights and obligations of the Company toward the Family ? • Triportail addresses strategic as well as operational issues, establish synthetic • How to match both sides’ long term reports, elaborate on key points of the interests ? family agreement process… • ... and we produce and finalize a “Family Agreement” that matches the best interests of the Family with the best interests of the Company.The drawing up of a Family Agreement requires a process involving the owners of a family company, or the shareholders of a private company,and their descendants, in order to set up a modus operandi within the company and within the family and/or among the shareholders, as well as the interactions between both, in order to optimize the management of the company. 10
SOME TRANSACTIONS REALIZED BY TRIPORTAIL Touriscar SA Cenovis SA Henri Badoux SA Meyrin Genève Aigle was sold to was sold to was sold to Groupe Veolia Transports Sonaris AG Obrist SA Paris Arisdorf Vevey (majoriity) Triportail SA advised Triportail SA advised Triportail SA advised the seller the seller the seller during the transaction during the transaction during the transaction Laboratoires Plan SA Mind On Site SA Majong SA Aïre Aubonne Lausanne was sold was sold to was sold in the context of a Groupe Demos in the context of a « Management-buy-in » Paris « Management-buy-out » (majority) Triportail SA advised Triportail SA advised Triportail SA advised the seller the seller the seller during the transaction during the transaction during the transaction 11
SOME TRANSACTIONS REALIZED BY TRIPORTAIL City BusSA Confort Service SA Les familles propriétaires de Genève Lausanne Felco SA, was sold to was sold les Geneveys-sur-Coffrane, Groupe Veolia Transports in the context of a established a family agreement Paris « Management-buy-in » Triportail SA advised Triportail SA advised Triportail SA advised the seller the families of the shareholders the seller during the transaction during the transaction Daniel Benjamin SA Dukascopy SA Blue Orchard SA Lausanne Genève Genève was sold proceeded with a proceeded with a in the context of a capital increase capital increase « Management-buy-in » Triportail SA advised Triportail SA advised Triportail SA organized the seller the company the capital increase during the transaction 12