1. - Copyright Miratech 2012. Acquisition, merges, and buyout experience in IT, Lvilv April, 2012
Acquisition, merges, and buyout: 5 years of experience
Lvlv, April 2012, by Valeriy Kutsyy
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2. Selling the business
- Copyright Miratech 2012. Acquisition, merges, and buyout experience in IT, Lvilv April, 2012
• Due Diligence
• Confidentiality of transaction
• Disclosure of know-how
• Shareholder rights
• Equity valuation
• Share Purchase Agreement
• Shareholder Agreement
• The role of legal and financial advisors
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3. The “taste” of merge
- Copyright Miratech 2012. Acquisition, merges, and buyout experience in IT, Lvilv April, 2012
• 3 merge projects in Ukraine in 2008, 2009, 2010
• the organization lifecycle stage and culture
• “one EDB” strategy: one company, one brand
• business unit strategy, customers, trademark
• managements and/vs. shareholders
• short-term and/vs. long-term
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4. The management buy back
- Copyright Miratech 2012. Acquisition, merges, and buyout experience in IT, Lvilv April, 2012
• written agreements
• the power of initial intention …
• the power of emails
• the place and law
M&A arithmetic …
• 2007: EDB buys 60.1% and pays MUSD 4.13
• 2011: EDB sales 60.1% and pays MUSD 1.25
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5. Miratech after MBO
- Copyright Miratech 2012. Acquisition, merges, and buyout experience in IT, Lvilv April, 2012
• post-closing seller obligations and no
compete,
• improved vision and strategy
• annual reports are audited by Big 4
• financial and legal compliance!
• IFRS
• governance in line with best international
practices: legal, financial, management
• 35% y/y growth over 5 years started in 2008
• The “new” management
… -outstanding future opportunities?
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6. - Copyright Miratech 2012. Acquisition, merges, and buyout experience in IT, Lvilv April, 2012
6
Thank You!
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