Mazars dna tas-4.0

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MAZARS
T R A N S A C T I O N A D V I S O R Y S E R V I C E S ( T A S )
Due Diligence
MAZARS Presentation
Munich, April 29th, 2014
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Our today‘s agenda for you
This information is confidential and was prepared by MAZARS Germany solely for the use of our client; it is not to be relied on by any third party without MAZARS prior
written consent.
1. Our Approach
2. Clients & Global Reach
3. Our Team & Credentials
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10
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Copyright©2014byMAZARSTransactionAdvisoryServices.Allrightsreserved.
1. Our Approach
Portfolio
Strategy
Capital Market
Benchmarking
“A lack of transparency results in distrust and a deep sense of insecurity”
Dalai Lama
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MAZARS has a proven methodology to manage multi-disciplinary teams. We also have a
strong competitive advantage because of our firm resources in foreign locations.
1. Pre-
Service
 Reading the Information Memorandum and support bidding process with inquiries, deal relevant advices and high level data book
analyses.
 Participation in Management Presentation.
 A high level red-flag for agreed-upon deal areas could be filled.
2. Red Flag
Report
3. Due
Diligence
 Filling a Red-Flag Report with all relevant data regarding the transaction.
 Adjustment of the Report according to project and client specific requirements
 Extension of the Report with regards to new findings during the throughout due diligence process
 Dull Due Diligence Report to be used for negotiations and bank financing
 Additional analyses and reporting to strengthen the negotiation position
 Timetable and reporting adjusted to client’s requirements.
 SPA Advice
 Ownership of PMI
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MAZARS unique selling proposition resides in a practical, clear and jargon-free methodology.
Our value emphasises doing the right thing, not necessarily the easy thing.
MAZARS Unique Selling Proposition
Competent
Specialist
 Dedicated team of Partners and Professionals
 Integrated MAZARS Partnership (Tax, Auditors and
Consulting)
 We seek to clear, down-to-earth communication
 We tell it the way it is
Consistent
Value Management
 MAZARS wants to become your preferred Partner
 We generate deal opportunities whenever and wherever we can
 We focus on results rather than reports
 We operate with a great sense of urgency
 We measure our success by our client’s results
Entrepreneurial
Mind-Set
 MAZARS offers highly competitive rates, with a global foot-
print
 We align ourselves completely with our clients
 Flexibility towards deal new findings
 We acknowledge impact, not intellectual elegance
Sustained
Implementation
 MAZARS delivers a high-value deal-related advice on a 24/7
basis
 Integrated solutions are offered to your success
 Our values system emphasizes doing the right thing, not
necessarily the easy thing
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Client

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Our work’s outputs are results, which provide an in-depth analysis of the business. Our reviews
add tangible values by focusing on the key matters.
Integrated Solution / Project Steering
Outside-In
Analysis
Further
Analysis
Data-Room
Q&A
Management
Additional
Analysis
Agreement
Negotiations
 Understanding the
Corporate Strategy
 Understanding the
acquisition need
 Identification of
acquisition criteria
based on client
objectives
 Agreement on
relevant target
sectors
 Discussion on
acceptable
acquisition
 Clarification of
preliminary tax and
legal issues
 Identify potential
targets
 Establishing “long
list”
 Screening and
selection of
potential targets to
come up with a
“short list”
 Define Strategy for
contact
establishment
 Target company is
identified
 Preparation of
buyer teaser
 Agree revised short
list
 Initial meeting with
target companies
 Draft of an initial
and limited
information request
and send out
 Agreement on form
of documentation
and reporting
 Analysis of
documents made
available or and
publicly available
 First non-binding
offer
 Finding out
concerns of the
target management
/ shareholders for
potential disposal
 Client involvement
in the discussions (if
desired)
 Supervision of the
due diligence
process
 Formulate Q&A
sessions to target
 Legal Strategy
 Tax Strategy
 Preparation of final
offer
 Advice regarding
pricing strategies
and further steps
 Analysis of the
amount as well as
timing and
financing needed
 Analysis of the types
of financing
possible /
guarantees to be
given within the
deal frame
 Coordination of the
specialist services
provided for tax /
legal optimization
 Advice regarding
pricing strategies
and further steps
 Advice on the
implications of the
results of the due
diligence analysis
 Binding offer to
target
 Decision by target
to signing/closing
to engage a second
phase of inquiries
and communication
whether binding
offer withheld
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MAZARS is committed to add value to your transaction by demonstrating flexibility and
responsiveness throughout the engagement to help you reach your objectives.
Commercial Due
Diligence
Financial Due Diligence
Tax Due Diligence
Corporate Finance
 Company overview
 Historical trading
 Current trading
 Projections
 Historical cash Flow
 Historical assets and
liabilities
 Sustainability of
earnings
 Forecasts
 Working capital
 Capital Expenditure
 Cash flow
 Debt
 Corporate governance
 Accounting matters
 Restructuring opinion
(also IBR)
 Arbitration support
 Deal generation
 Purchase price
allocation
 Fairness opinion
 Corporate tax
 International tax
 Transfer pricing
 Value added tax
 Employees’ tax
 Regulatory and
Competition
 Positioned within
MAZARS Consulting
 Operational synergies
 Streamlined resources
 Performance management
 Post-acquisition agenda
Technology Due
Diligence
 IT Due Diligence
 HR Due Diligence
MAZARS
Capabilities
Buy-Side
Sell-Side *)
 Valuations
 Capital raising
 Transaction support
 Mergers & Acquisitions
 Financial modelling
 Investment advisory
 Corporate restructuring
Issues
Identification
Issues
Identification
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*) The complete spectre of our Sell-Side performances is enclosed in the next slide

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The scope of work related to vendor-side performances is given in the following table
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Sell-Side-Support Fact Book
Scope’s depth
Scope’s breadth
Flexible
Flexible
Flexible
Flexible
Full
Limited flexibility
MAZARS branding
MAZARS conclusion
No
No
No
No / Factual based
Yes
Yes
Buyer reliance
Deliverable
No
Data set / Transaction Model
No
Report
Yes
Report
Meeting with bidders
Distribution to bidders
Yes, but only in the context
of the basis of preparation
Possible – client controlled Yes
Yes, but only factual based
messages
Yes
Yes, including MAZARS point
of view
Vendor Due Diligence

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Our global TS coverage standards allow us to deliver not only reports by strong results with
practical recommendations based on a direct, practical and down-to-earth method.
• Develop a cross-over
understanding of the business
• Track of relevant characteristics
• In-depth analysis of financial performances
• Strong interaction with the client
• Valuations
• Customized results reporting
• Practical and recommendations
• Focus on key issues
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2. Clients & Global
Reach
“Individual commitment to a group effort – that is what makes a team work, a
company work, a society work, a civilization work”
Vince Lombardi
Global
Growth
Strategic
Capital
Allocation
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MAZARS recognition has been increasing, reflected by the increase in monthly conducted
FDDs. We also cooperate with clients across the full range of capabilities and industries.
0
1
2
3
4
5
6
7
8
2012 2013 2014
Average of monthly
performed due
diligences
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
2014
Client segmentsFinancial Due
Diligence
(M a n u f a c t u -
r i n g )
Comprehensive due
diligence investigation
performed for PE in
Zurich
Financial Due
Diligence
(S o f t w a r e )
Comprehensive due
performed for PE in
Hamburg
Financial Due
Diligence
(T e c h n o l o g y )
Comprehensive due
performed for PE in
Munich
Lately
conducted
FDD
Multinational corporate clients
looking for investment
opportunities in Germany
Multinational corporate clients
looking for investment
opportunities abroad
Institutional investors (widely PE),
based in Germany, looking for
investment opportunities in
Germany
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Since 1940, MAZARS has emerged in 71 countries and has about 14T employees world wide.
Major strategic footprint partners relates to the global TAS Team.
Covered / Integrated Countries
MAZARS Correspondents and Representatives
Not integrated Countries
NORTH AMERICA
SOUTH AMERICA
AFRICA
EUROPE
MIDDLE EAST
40 TAS
Advisors
30 TAS
Advisors
410 TAS
Advisors
30 TAS
Advisors
40 TAS
Advisors
ASIA
60 TAS
Advisors
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3. Our Team &
Credentials Value Due
Diligence
Value Driven
Management
“You cannot escape the responsibility of tomorrow by evading it today”
Abraham Lincoln
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Credentials (excerpt)
 Paragon Partners (Munich)
Acquisition of DTMS group.
Acquisition of three medium sized portfolio companies and Sell-side
“carve-outs” of two medium sized portfolio companies.
 Confidential Clients
Ten medium buy side transactions by private equity houses and
multinational clients (some are still pending).
Complex Carve-out of a German stock-index listed company.
 TÜV Süd
Several cross-border transactions (Spain/Singapore).
 Sopra
 Complex Carve-out of a German stock-index listed company.
 NORAC Groupe Alimentaire
 Acquisition of a Midcap Food Company
 Bilfinger SE
Acquisition of an Engineering Company.
 Geometric Ltd (Mumbai)
Acquisition of Midcap Engineering Company.
 Capiton
Acquisition of Midcap Manufacturing Company.
 Voith
Acquisition of a large technology company in Brazil.
 Humana / Nordmilch
Complete Transaction Advisory Services, including Due Diligence
and Valuation.
Our TAS Team has a long lasting experience in helping clients reach their objectives. We would
like to pursue this with you.
Claus Buhmann
Head of TS Munich
German / US Certified Public Accountant
Cell: 0049-172-6947528
Email: claus.buhmann@mazars.de
Main focus
 Financial Due Diligence
 Vendor Due Diligence
 Carve-out
 Business Valuation and vendor assistance for strategic buyers and
private equity funds
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Our lately (in 2014) performed Financial Due Diligences involve a broad range of clients
present in various industries.
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FINANCIAL DUE DILIGENCE
MAZARS TAS
provided financial and tax due
diligence to Paragon Partners –
Munich in connection with the
acquisition of 100% shares of
DTMS group (carve-out from
Netrada Group)
Value Not Disclosed
2014
MAZARS TAS
diligence assistance and to a Zurich
based Private Equity in connection
with the acquisition of 100%
shares of an automotive supplier
Value Not Disclosed
2014
MAZARS TAS
diligence assistance to ACC
Holding – Hamburg in connection
shares of Himmelwerk Hoch- und
Mittelfrequenzanlagen GmbH
Value Not Disclosed
2014
MAZARS TAS
diligence assistance to a Spain
based corporate firm in connection
shares of an undertaking company
(carve out from a US stock-listed
company)
Value Not Disclosed
2014
MAZARS TAS
diligence to Sopra France in
connection with the acquisition of
100% shares COR & FJA Banking
Solutions GmbH (carve-out)
Value Not Disclosed
2014
MAZARS TAS
diligence assistance to NORAC
Groupe Alimentaire in connection
shares of IBIS group
Value Not Disclosed
2014
MAZARS TAS
diligence assistance to TÜV Süd –
Munich connection with the
acquisition of 100% shares of AL
Technologies in Singapore
Value Not Disclosed
2014
MAZARS TAS
provided financial due diligence
assistance to Capnamic Ventures –
Cologne in connection with its
significant share acquisition of
travador.com
Value Not Disclosed
2014
CONFIDENTIAL CONFIDENTIAL

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We have people with an excellent track record, with whom you would enjoy working with. We
treat our clients as we would like to be treated.
Head of FAS Germany
WP / StB
Head of TAS Munich
WP / US CPA
Partner
WP / StB
Head of CF Germany
WP / StB
Senior Manager
ACCA
Senior Manager
WP / StB
Senior Manager
WP / StB
Manager
RWTH Aachen
WP
Senior Associate
StB
University of Cologne
University of Edinburgh
Associate
HfWU Nürtingen
HS Deggendorf
Associate
TU Munich
Columbia University
Associate
TU Munich
Supélec Gif Sur Yvette
AssociateAssociate
Heinrich-Heine Univ.
University of Barcelona
ESCE Paris
Berlin School of Economics
Visiting Analyst
TU Munich
University of Zurich
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LEIPZIG
Neumarkt 9 A
04109 Leipzig
Phone: +49 341 1263-0
Fax: +49 341 1263-133
E-Mail: transactionservices@mazars.de
MUNICH
Bernhard-Wicki-Straße 7
80636 Munich
Phone: +49 89 21636-0
Fax: +49 89 21636-133
DÜSSELDORF
Bennigsen-Platz 1
40474 Düsseldorf
Phone: +49 211 8399-0
Fax: +49 211 8399-133
Please do not hesitate to contact us for further details.
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FRANKFURT
Theodor-Stern-Kai 1
60596 Frankfurt
Phone: +49 69 96765-0
Fax: +49 69 96765-2160
STUTTGART
Friedrichstraße 10
70174 Stuttgart
Phone: +49 711 601787-0
Fax: +49 711 601787-17
BERLIN
Hausvogteiplatz 10
10117 Berlin
Phone: +49 30 200774-0
Fax: +49 30 200774-44

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