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IDCEE 2012: Exit Strategies for Internet companies in Western Europe and CEE - Marco Rodzynek...
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Transcript of IDCEE 2012: Exit Strategies for Internet companies in Western Europe and CEE - Marco Rodzynek...
October 2012
Strictly Private and Confidential
Selling Complex Stories in Simple Words at High Prices
Intro
Unique Industry Know-How Core Investment Banking Competence
Unmatched Network and Relationships Full Commitment - We Are Entrepreneurs!
100% focused on Internet companies, covering over 25 sub-verticals in this highly complex industry- 15+ years active coverage of leading European
Internet companies and investors Deep understanding of industry dynamics and
thinking of industry leaders Ability to add value beyond banking advice
- Facilitates overall process and minimizes management distraction
The NOAH team has 25+ years of media investment banking experience - Routine execution of M&A and financing
transactions with sizes of several billion euros The team has been working together closely for 7
years (including 6 years at Lehman Brothers) 8 successfully completed NOAH Advisors
transactions underline successful transfer of competencies to the Internet sector
NOAH Advisors is globally very well connected and has direct access to virtually all key players in the industry- Knowledge of and strong relationships with
potential buyers’ key decision makers- Coverage of over 500 companies and 4,000
individuals- Proactively finds and unlocks attractive
investment opportunities for leading investors (e.g. Bigpoint)
Annual NOAH Conference
The NOAH team are entrepreneurs and focused on growing the business and establishing a reputation for excellence
Full commitment to deliver top quality results in short time frames
Highly success-based compensation structures align interests of clients and NOAH Advisors, and demonstrate conviction to deliver top results
NOAH Advisors - Europe’s Leading Internet Corporate Finance Boutique
Marco RodzynekManaging Directorand Founder
YoramWijngaardeDirector
Jan BrandesDirector
Contact [email protected] Mobile:
+44 77 85 330 330Swiss Mobile:
+ 41 79958 1512
Contact [email protected] Mobile: +44 79 17 084 784
Contact [email protected] Mobile:
+49 174 2010 984
The NOAH Advisors Core Team
Selected Completed NOAH Transactions
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April 2011 April 2011
have acquired a majority stake in
for $350m from
Exclusive Advisor to Summit Partners and TA Associates
Advisor to Yatego
Sale of a majority stake in
to
December 2009 April 2009
Advisor to Softonic
Partial sale of
to
Valuing Softonic at €175m
Advisor to Fotolia
$80m partial sale of
to
July 2011
Advisor to EnGrande
Sale of a majority stake in
to
November 2011
Sale of a majority stake in
toQuants Financial Services AG
Exclusive Financial Advisor to grupfoni and its Shareholders
May 2012
150 million growth equity investment from
for a 50% stake alongside Fotolia’s Founders and
Additional $150 million senior debt financingTotal $300 million investment
Financial Advisor to Fotolia and its Shareholders
April 2012
Sale of a 100%-stake in
to
Financial Advisor to Toprural and its Shareholders
The conference will again take place at Old Billingsgate in London The NOAH Party on will take place at the iconic Battersea Power Station For updates, please check: www.noah-conference.com
Introduction to the NOAH Conference Draft NOAH Conference 2012 Program
NOAH 2012 on 6-7 November – Book Your Ticket Now!
The NOAH Conference is an annual Internet event taking place once a year in London, focused on top management from Internet start-ups to global media companies as well as senior investment professionals
NOAH’s goal is to create a marketplace for the European Internet eco-system to discuss key trends, generate business and facilitate investment transactions
Over the past 3 years numerous high-profile speakers presented at NOAH, including over 100 CEOs
The NOAH Conference was founded in 2009 by Marco Rodzynek and is organised by the NOAH Advisors team with sponsorship from some of the world’s leading financial investors
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Start - End Session Format
Day 1 (6th November)8:50 - 8:55 Welcome Note & Introduction Welcome Speech8:55 - 9:10 The State of European Internet Interview9:10 - 9:20 Overview of Conference Work Shops Presentation9:20 - 9:50 Champion League Company Presentation9:50 - 10:20 Disruption: Music Keynote
10:20 - 10:30 How to Structure Sales Successfully Keynote10:30 - 11:00 How to Win Customers Keynote & Panel11:00 - 11:15 Angel Investing Interview11:15 - 11:55 Rising Stars Company Presentation11:55 - 12:30 Who Will Win the Mobile Industry War Keynote & Panel12:30 - 13:45 Lunch13:45 - 14:15 Early Game Changers Company Presentation14:15 - 14:30 The eBay Turnaround Story Keynote & Interview14:30 - 15:00 Israel Panel - Part I: Innovation Keynote & Panel15:00 - 15:30 Champion League Founder & CEO15:30 - 16:05 Internet Investing Panel16:05 - 16:40 Internet in Russia Panel16:40 - 17:00 Champion League Company Presentation17:00 - 17:10 Keynote: Unlocking the Long Tail of Knowledge Keynote17:10 - 17:45 How to Hire and Scale an Organisation Keynote & Panel17:45 - 18:15 Rising Stars Company Presentation18:15 - 19:15 Bowl Food and Drinks21:30 - 1:30 NOAH Party at the Batt ersea Power Station
Day 2 (7th November)9:00 - 9:10 Markafoni Transformation Keynote & Interview9:10 - 9:40 Champion League Company Presentation9:40 - 10:00 Disruption: Gaming Keynote & Interview
10:00 - 10:30 Early Game Changers Company Presentation10:30 10:40 Keynote: Innovation in TV - Media for Revenue/Equity Deals Keynote10:40 10:50 Company Presentation: Viewster Company Presentation10:50 - 11:15 Panel Discussion: The Future of Free TV Panel11:15 - 11:55 Rising Stars Company Presentation11:55 - 12:30 How to do Online Payment Keynote & Panel12:30 - 14:00 Lunch12:30 - 14:00 ProSiebenSat.1: SevenVentures Pitch Day Jury Member14:00 - 14:15 How to Build a Big Business with M&A Keynote14:15 - 14:30 Axel Springer's Internet Strategy Presentation14:30 - 15:05 Leading Women and Their Start-Ups Panel15:05 - 15:20 Israel Panel - Part II: Finding EBITDA in the Holy Land Panel15:20 - 15:40 Disruption: Navigation Presentation15:40 - 16:20 Rising Stars Company Presentation16:20 - 16:45 How to Analyse Traffi c Keynote16:45 - 17:25 Early Game Changers Company Presentation17:25 - 18:55 Networking Drinks & Canapés
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Finally Here!
It is Really Hot Here
Guys, Let’s Go!
Reaching to New Limits … We Are Proud to Be Here
Where Does the Exit Market Stand European exit markets have been relatively quiet from an IPO and Trade Sale perspective
Modest exit activity levels with relative unspectacular deals, with the exception of Skype
Lack of large buyout and take privates. Internet debt market in its infancy
Some recent expensive European Internet IPOs like Ocado led to more investor caution. Perform Group is a pleasant exception. They are like the European version of the Linkedin IPO (expensive but well performing)
Permira and Axa Private Equity consolidated European online flight market with OdigeO, the combination of Opodo, Go Voyages and eDreams
KKR acquired 50% of Fotolia in a leverage recap valuing the company above $500 million
Significant interest by buyout groups to acquire sizeable Internet companies, among others:
‑ Silver Lake, Providence, Apax, Advent, KKR, Permira, GA, TA, Summit, TPG, HF, Bridgepoint
M&A process are run proprietary with a very targeted buyers group. Long processes are set to fail
NOAH Advisors estimates that there are over 50 European Internet Companies worth over $500m
US private company valuations for “hyped” stories are off the chart, but not always deliver in the public market, e.g. Demand Media, Facebook, Zynga, Pandora, etc.
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How to Not Get Lost in an Exit Process
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Europe Matters!
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A significant number of companies are valued at over €200 million
Note: selected examples.
Company Segment
Innovative payment platform
Largest pure-play fashion Retailer
Enterprise software
Social networking for people you don’t know
Betting
Free to play online gaming
Toolbars
Freemium anti-virus
Payment instalments
European Internet Pioneers & Global Leaders
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Company Segment
Remote access
Open-source database
FX
Vertical ad network (soccer)
VoIP
Legal music service
Global hotel comparison leader
Private sales
Personal loans
Some business models were invented or most successfully executed in Europe
Europe Is Unique
Russia and Eastern European market larger than Western Europe
10 Largest Western European countries: - 50m+: Germany (81.5m), France (65.3m),
U.K. (62.7m), Italy (61.0m)- 20-50m: Spain (46.8m), Ukraine (45.1m),
Poland (38.4m), Romania (21.9m), - 10-20m: Netherlands (16.8m), Portugal
(10.8m) 10 Largest cities, many local markets:
- 3m+: London (7.8m), Berlin (3.5m), Madrid (3.3m)
- 1m+: Rome (2.8m), Paris (2.2m), Hamburg (1.8m), Warsaw (1.8m), Budapest (1.7m), Vienna (1.7m), Bucharest (1.6m)
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Countries & Poupulation Investors
Less VC money available and harder to get funding
Serial entrepreneurs and angel investors dominate the scene as in the US
Cultural differences, e.g. not anyone wants to get rich, different work ethics / intensity levels
Lets Compare the US and European Internet Success Stories
NOAH Study – Companies Included
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US Market Cap: $70bn European Market Cap: $30bn
Nov-09 Nov-11
Feb-12 Mar-12 Jan-11
May-12 Nov-11 Jun-11
May-11 May-09
Jun-11 Feb-10 May-10
Feb-12 Jul-11 Dec-11
Oct-01 Feb-12 Oct-10
Dec-10 Aug-06
Nov-10 Jul-07
Jul-10 Apr-11 Mar-06
Nov-05 Mar-05 Dec-06
May-11 Dec-09 May-08
The market cap of post-2000 Internet bubble IPOs is ~2.3x larger in the US than in Europe
Note: Market caps as of 12-Oct-12.
= EBITDA NegativeIPO Date
Company Size and Valuation Growth
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US Europe
4379.7
1897.0
US Europe
8%
36%
Average Market Cap ($bn) Average Share Price Performance since IPO
Sources: Bloomberg, FactSet, 4-traders, NOAH Advisors. We excluded Asos (up 11,175% since IPO)
US company universe valued 2.3x higher than European one However, EU companies performed 4.5x better since IPO than the US group European Internet IPOs are cheaper than US Internet IPOs
Average market cap of across sampled firms Average share price increase since IPO of sampled firms
US Europe
17.1%
1.9%
VC Funding is Less Developed in Europe
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Average VC Funding Raised ($m) VC Funding as % of Market Cap
US Europe
367
71
Average amount of venture capital raised across sampled firms
Average of venture capital raised as a percentage of currentmarket capitalisation of sampled firms
European public companies have relied less on VC money than US ones VC investment per company and in % of current market cap significantly
lower in Europe compared to the US However, there are also fewer winners in Europe (less exits)
Sources: Bloomberg, FactSet, 4-traders, NOAH Advisors.Excluded Tradedoubler and Ocado for Europe.
A Look at the Largest VC Backed Companies
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VC Capital Raised ($bn) Share Price Performance since IPO
Over-promised and under-delivered? They jumped several hurdles in our valuation chain
2,240
1,140
860
510
471
(48.6%)
(73.6%)
(75.7%)
(0.5%)
(63.1%)
Source: Bloomberg, FactSet, 4-traders & NOAH Advisors.
Company Last Round Raised Selected Investors
Feb-09 $65m
Jan-12 $63m
Apr-12 $62m
Mar-11 $59m
Feb-12 $58m
Jun-09 $53m
Jun-12 $47m
May-10 $23m
Company Last Round Raised Selected Investors
Mar-11 $218m
June-11 $188m
Dec-11 $166m
Feb-12 $145m
Jul-07 $130m
Apr-12 $129m
Sep-07 $117m
May-11 $114m
Feb-12 ~$100m
High Profile Venture Backed Companies
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European VC is waking up or rather has been awakened by many US investors
Sources: Crunchbase, NOAH Advisors.
So What is a High Valuation or a Great Deal?
Not Every Deal is Created Equal
Loss of Control / New Investor Rights
Valuation Drivers
Governance rights- Board seats / Information rights- Veto rights
Management commitment to stay Path to control for new investor?
- Call option- First right of refusal
Performance-based earn-outs/ratchets Exit rights
- Liquidation preference- IPO right- Put option- Tag and drag rights- Minimum valuation criteria
Significant premium for (path to) control Governance and exit rights (Perceived) competition in process Operational out-performance during the
process Due diligence findings Macro-economic and M&A environment Quality of motivation of management Availability of debt leverage Funding currency and hedging cost Negotiation skills (shareholders, NOAH
and lawyers)
Process objectives:- Fast process with limited disruptions / leaks- Premium valuation- Minority investment with limited rights (no
liquidation preference, no path to control, customary governance rights, exit rights TBD)
Key success factors in creating:- Growth profile and supportive KPIs- Equity story: simple terms with 3-5 key points- Access to, understanding of and relationship
with relevant contacts at key potential investors. Trust matters the most!
Key success factors for getting investors “to the finish line”:- Management focus and engagement- Seamless process execution- No negative due diligence findings- Strong performance during deal phase
Valuation is only one side of the medal
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Valuation Drivers in the Context of a Company’s Development Stage: How NOAH sees the World
Increasing valuations – However Multiples Get More Reasonable (in Theory)
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Management Technology Users / KPIs Revenues EBITDA Market Leadership
Decreasing Execution Risk and Benefit of the Doubt (Less to Hope for)
(GROWTH * MARGIN) Predictability = Valuation Multiple
Current Valuation Levels: Internet Sector Breakdown
20
New Economy is valued at Old Economy Prices adjusted for growth
Source: UBS, FactSet (12-Sep-12)
Current Valuation Levels: All Over the Place
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Amazon enjoys a premium because of predictability
(EURm except share price) Currency Share Price Market Enterprise EV/Revenues EV/EBITDA EV/EBIT P/E
Company Country (Share Price) 12-Oct-12 Cap Value 2011 2012E 2013E 2011 2012E 2013E 2011 2012E 2013E 2011 2012E 2013E
Online large caps
Amazon.com US USD 242.36 90,144 83,820 2.1x 1.6x 1.3x 52.4x 38.1x 24.3x NM NM 65.5x NM NM NM
Apple US USD 629.71 485,674 399,787 4.0x 2.9x 2.4x 11.8x 7.9x 6.6x 12.4x 8.4x 7.1x 19.7x 13.4x 11.3x
eBay US USD 47.85 50,734 47,119 4.9x 4.1x 3.5x 14.9x 12.4x 10.8x 17.7x 15.4x 13.3x 19.1x 24.2x 21.2x
Facebook US USD 19.52 34,404 27,923 9.1x 6.9x 5.4x N/A 12.8x 9.8x N/A 17.4x 13.0x N/A NM 38.0x
Google US USD 744.75 200,390 170,734 7.1x 4.9x 3.9x 12.9x 10.7x 9.0x 14.6x 12.5x 10.6x 25.0x 20.5x 17.3x
Microsoft US USD 29.20 202,550 151,640 N/A 2.4x 2.2x N/A 5.7x 5.3x N/A 6.3x 5.8x N/A 11.8x 9.5x
Yahoo! US USD 15.88 15,478 10,215 2.8x 2.8x 2.7x 8.6x 8.5x 7.5x 15.5x 16.1x 14.0x 17.9x 16.2x 14.3x
Rakuten AsiaPac JPY - 10,424 11,901 3.0x 2.6x 2.3x 12.9x 11.0x 9.2x N/A 14.6x 11.5x NM 20.8x 17.4x
Tencent AsiaPac HKD 258.60 40,933 38,687 10.4x 6.9x 5.4x 21.9x 16.3x 12.9x 25.5x 18.7x 14.9x 30.7x 24.5x 19.2x
Yahoo! Japan AsiaPac JPY - 16,639 12,750 N/A 3.8x 3.6x N/A 6.4x 6.1x N/A 6.9x 6.4x N/A 14.9x 14.0x
Overall Mean 5.4x 3.9x 3.3x 19.3x 13.0x 10.1x 17.2x 12.9x 16.2x 22.5x 18.3x 18.0x
U.S. Mean 5.0x 3.7x 3.1x 20.1x 13.7x 10.5x 15.1x 12.7x 18.4x 20.4x 17.2x 18.6x
Asia-Pacific Mean 6.7x 4.4x 3.8x 17.4x 11.2x 9.4x 25.5x 13.4x 10.9x 30.7x 20.0x 16.9x
Sources: NOAH Advisors, 4-Traders (12-Oct-12)
Current Valuation Levels: Regional Difference
22Source: UBS, FactSet (12-Sep-12)
Who are the Buyers?
Not only Google
Internet Large Cap
Private Equity
Angels / Family Offices
MarylandKlaus Hommels
Armira
Traditional TMT & Retail
Hedge FundsVC and Growth
Funds
Several groups to think about
Coverage of over 10,000 industry leaders: 500 target companies and 300 investors
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Selected US Buyers – A Large Universe
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Financial Investors Present at the NOAH Conference 2011
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Fund Attendees Key Contact
11Harry Nelis ([email protected])Sonali de Rycker ([email protected])Adam Valkin ([email protected])
9Dominique Vidal ([email protected])Ben Holmes ([email protected])Jan Hammer ([email protected])
3Hans-Jürgen Schmitz ([email protected])Eugene Mizin ([email protected])Guillaume Durao ([email protected])
3Pawel Chudzinski ([email protected]) Lukasz Gadowski ([email protected])Kolja Hebenstreit ([email protected])
2Roberto Bonanzinga ([email protected])Dharmash Mistry ([email protected] )
2 Marcel Rafart ([email protected])Javier Rubio ([email protected])
2 Pär-Jörgen Pärson ([email protected]) Hans Otterling ([email protected])
2 Andrin Bachmann ([email protected])Greg Lockwood ([email protected])
2 Alexander Ribbink ([email protected])Rogier Taphoorn ([email protected])
2 Hubert Deitmers ([email protected])Martijn Hamann ([email protected])
2 Alex Gonthier (gonthier@@wellington-partners.com)Christian Thaler-Wolski ([email protected])
1 Emanuele Levi ([email protected])
1 Mike Chalfen ([email protected])
1 Mattias Ljungman ([email protected])
1 Michael Eisenberg ([email protected])
1 Alon Lifshitz ([email protected])
1 Ian Noel ([email protected])
1 Nic Brisbourne ([email protected])
1 Ben Tompkins ([email protected])
1 Bernard Vogel ([email protected])
1 Davor Hebel ([email protected])
1 Stephen Lowery ([email protected])
1 Torsten Kreindl ([email protected] )
1 Laurel Bowden ([email protected])
1 Martin Weber ([email protected])
1 Johan Englund ([email protected])
1 Baris Aksoy ([email protected])
1 Tomasz Czechowicz ([email protected])
1 Thomas Preuss ([email protected])
1 Phillippe Collombel ([email protected])
1 Tony Askew ([email protected] )
1 Olivier Sichel ([email protected])
1 Mauro Pretolani ([email protected])
Fund Attendees Key Contact
9Stefan Götz ([email protected])Zita Saurel ([email protected])Blake Kleinman ([email protected])
4
Philipp Freise
([email protected])Lucian Schoenefelder
([email protected])Vania Schlogel
4Dominik Stein ([email protected] )Christian Schuette ([email protected])Anil Hansjee ([email protected])
3Kai Romberg ([email protected])Dan Groen ([email protected])Sascha Kaumann([email protected])
3
Karim Tabet ([email protected]) Bruno Mourgue d'A. ([email protected])Andrew Tisdale([email protected])
3Karl Peterson ([email protected])Anand Tejani ([email protected])Jean Baptiste Brian ([email protected])
2 Tripp Lane ([email protected])Frank Ehmer ([email protected])
2Andrea Valeri ([email protected])Lance Toler ([email protected])
2 Stefan Franssen ([email protected])Natalie Tydeman ([email protected])
2 Hinrich Stahl ([email protected])Helge Luetzen ([email protected])
2Michael Korzinstone([email protected])John Flynn ([email protected])
1 Jan-Olivier Fillols ([email protected])
1 Jens Hagen ([email protected])
1 Jörg Mohaupt ([email protected])
1 Michael Black ([email protected])
1 Jason Khaksar ([email protected])
1 Andrew Young ([email protected])
Fund Attendees Key Contact
7John Meeks ([email protected])Ajit Nedungadi ([email protected])Morgan Seigler ([email protected])
5Scott Collins ([email protected])Christian Strain ([email protected])Vincent Lambert ([email protected])
5
Konrad Stoebe ([email protected])Steven Klooster ([email protected])Johannes Korp([email protected])
3Frank Seehaus ([email protected])Jan-Gisbert Schultze ([email protected])Benedikt Sudbrock ([email protected])
3Fabio Giuseppetti ([email protected])Daniel Mytnik ([email protected])Ricardo Caupers ([email protected])
2 Marco Brockhaus ([email protected])Jan Daniel Neumann ([email protected])
2 Chris Caulkin ([email protected])David Lisewski ([email protected])
2 Sarah Pinto ([email protected])Peter Garran ([email protected])
2 Jim Quagliaroli ([email protected])Jeff Haywood ([email protected])
2 Daniel O’Keefe ([email protected] )Woody Marshall ([email protected])
2 Stephen Byrne ([email protected])Jussi Wuoristo ([email protected])
Expansion Capital 1 Fabian Wasmus ([email protected])
Mercury1 Sebastien Briens
1 Harley Miller ([email protected])
1 Christoph Haschka ([email protected])
1 Mark Joseph ([email protected])
1 Pueo Keffer ([email protected])
1 Richard Yen ([email protected])
1 Morgan Callagy ([email protected])
Growth Capital (€20-250m)Venture Capital (€5-20m) Private Equity (€250-1,000+m)
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The Universe of Financial European Internet Investors
Note: Number of previous European Internet deals: 1 - many, 2 - a few, 3 - new to the segment.
Equity Investment Size
Control Investments Only
Sweet Spot
Venture Capital Growth Funds Buyout Funds
Equity investment/check size, geography, minority/majority, growth profile are key ways to differentiate them
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How to Sell?
101 of Internet M&A
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The Basics
If you want to sell, don’t be for sale
Don’t be greedy A good day today is better than
a great deal tomorrow(time value of money and opportunity costs)
Do a deal when you can, not when you have to
Work with a professional banker Always work with several
buyers not one. Not the loudest is usually the best buyer
Know about 3 prices: - the price at which you sell- the price of the best buyer - the price of the cover bidder Use this dynamic wisely
Be honest, simple and analytical
The Valuation Drivers
Valuation is the sum of all future cash flows after tax discounted by the expected rate of return (usually higher than risk free interest rates, around 10%)
Market Size Market share Predictability of success Synergies for the buyer Comparable company and
transaction analyses A nature of a deal:
must have, nice to have, could have, shouldn’t have
Perceived management quality Luck. One dumb deal does not
mean it gets repeated. Focus on your story not of others’ luck
Forget the public market
The Tough Lessons Learnt
M&A is hard work You have to be 100% prepared
before you start Dictate a timetable and bring all
parties on the same schedule NEVER deliver below your
projections during a process Don’t change your mind. No one
likes it There are many buyers who all
want to hear a story tailored to them. Know your value to parties
Always give parties an understanding that they are not alone but not too many
If they sense you HAVE to do a deal, they won’t give you a deal
Motivate, it is a love story Be patient and don’t rush
Sale Process Overview
Kick-off in May Target and NOAH to agree on potential
buyers list‒ Focus on strategic buyers ‒ Manage financial parties
simultaneously NOAH will approach potential buyers
in a low profile manner Prepare for next phase
Select parties to round 1 1 week management presentations
(max 3 per day, 3-4 hours each)‒ Tight and fast process with c. 10
management presentations with only highly qualified investors / buyers
3 weeks for indicative bids
Select 3-5 parties to round 2 8 weeks open data room Send KPI business plan out Expert sessions 2-4 weeks final negotiations Term sheet: bring all parties on one
term sheet post round 1
Creation of “equity story” and materials:‒ 1-3 page teaser‒ 50 page management
presentation‒ KPI business plan/model
Introduction to investors Regular updates to the board
Day-to-day process management Rehearse presentation and Q&A Assist Target with preparation of
dataroom Logistics Regular updates to the board
Co-ordination of lawyers, accountants and Target shareholders
Negotiations Regular updates to the board
NO
AH’s
Role
Due Diligence Management Presentations Approach Potential Buyers
NOAH Advisors will take the lead in 3-phase process focused on strategic buyers, expected to last 4-5 months
Key
Step
s
1 2 3
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Indicative Timetable
31
Month 1 Month 2 Month 3 Month 4 Month 5
Lead:Preparation
EL signing and Project kick-off C, N
Share project data & information C, N
Prepare management presentation N
Prepare budget & mid-term financial model N
Drafting session C, N
Send 1 page teaser to selected parties N
Solicit response, select candidates for phase I N
Approach potential buyers with NDA and process letter N
Phase I: Management Presentation (c. 8 - 12 parties)
Management presentations rehearsals C, N
Send final management presentation incl. projections C, N
Management presentations C, N
Dataroom index N
Prepare master KPI file (commercial data) C, N
Prepare dataroom (financial, legal, tax, etc.) C, N, L, Acc
Indicative bids due (incl. term sheets) and select parties N, C
Negotiate term sheets and select parties for Phase II N, C
Phase II: Due Diligence Phase (select 3 - 5 parties)
Dataroom open N
Due dil igence and Q&A C, N, L, Acc
Draft SPA and provide to party for final Exclusivity Phase C, L, N
Final binding offers due, & negotiation C, N, L
Exclusivity Phase
Legal documentation drafting L
Confirmatory due dil igence and remaining Q&A C, N, L
Signing, closing, funding C, N, L
Responsibilities: Client (C), NOAH Advisors (N), Legal (L), Accountant (Acc) = Process = NOAH Deliverable = Key milestone
Investor Materials
1-2 page company overview (teaser) – can be based on public info if you want your advisor to put you on the radar of buyers without giving the perception that your company is for sale
30 page crisp document
Team overview and history
Market opportunity and competition
Product overview and business model
Growth strategy and zoom in on key areas, e.g. marketing or sales force
Technology and organizational overview
KPIs and financials (in line with the financial model)
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Considerations for Public Profile Creation
Don't shoot all your powder in round one. It is a marathon not a sprint
Time release of news and events well in harmony with corporate objectives: fund raisings etc.
Use Coca Cola / Pepsi play off strategy: the one is in, so the other will be on board too. Works for journalists, hiring, M&A etc.
Formulate early KPIs which you can consistently communicate to the press
Indentify early the dealers and wheelers in your industry and segment and build targeted relationship with them: journalists, corporate dev people, angels, funds, headhunters competitors, bloggers, bankers, etc
Hire above your class and talk about it
Pick the right investors and partners for momentum
Don’t focus on details but on big steps. Never wait for the right big move. Do it now!
No news is good news and don’t overpromise
Track your profile consistently
Don't forget the substance. Public profile is great but long term corporate cash flows matter
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Get on the radar of key buyers without being for sale