Marcos Dussoni, Regional CFO at Sodexo spoke at the CFO Event May 2014

1. Acquisitions in Complex Markets
CFO SUMMIT 2014

2. Core Process – M&A
Strategy
Management
Positioning
Strategic Planning
Target Selection
Justification
Transaction
Management
Structuring the deal
Project Management
Due Diligent
Valuation
Negotiation
Integration
Management
Integration Concept
Start the integration
From first day
Manage the
Integration
Process

3. Strategy Management
Companies should consider pursuing targets that add
value medium term while providing long-term
positional advantages.
Markets are not homogeneous, think strategically.
Selectiveness – less is more most of the time..
Consider other different types of models such as JV etc.

4. Transaction Management
Emerging marketing are still emerging. So, transaction
structuring is hard to be immune of risks:
 In Brazil is impossible to avoid liabilities.
 In China need structural protections other than
contract terms.
Be patient and move judiciously, emerging markets
could be treacherous due to unstable political
environments, unreliable legal systems and very
different account systems.

5. Transaction Management (risks)
Market
 Local governances & practices
 Unpredictable regulatory & political environment
 Unclear title of seller assets
 Valuation challenges
Financial
 Quality of financial information
 Inadequate reporting of liability
 Tax-driven accounting
 Ever-changing tax regimes

6. Operational
 Lack of infrastructure and substantive controls
 Employment of family members
My advice:
Hope for the best, prepare for the worst
Transaction Management (risks)

7. Set sail with a compass and experienced crew.
Understand the ownership structure (in buy side
transaction) you are dealing with.
Identify and bridge cultural gaps.
You have to have a business model that can
withstand a volatile business environment.
Integration Management