CONTENTSNBB 03

04 VALUES

05 SERVICES

06 BUSINESS BROKERAGE

08 CORPORATE FINANCE

10 CORPORATE RESTRUCTURING

10 JOINT VENTURES AND INTERNATIONAL EXPANSION

11 VALUATIONS AND INVESTMENT PROJECTS

To offer tailor-made value-added solutions for small and medium sized enterprises (SMEs), corporate groups and institutional entities such as family offices or private equity funds, either in restructuring, investment or expansion and internationalisation transactions. Integrity and maximum confidentiality are the cornerstones of our service.

MISSION

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NBB is an international advisory consultants’ network specialised in mergers and acquisitions and corporate finance processes.

The company has become a leader in the sector, reflected by its presence on four continents of the world. NBB provides high-quality services that have a global

impact, local solutions that are based on highly-specialised methods and tools as well as on strategic partnerships and alliances with the main market operators.

NBB is part of the Sartorial Group, a financial conglomerate that focuses its activities on Asset Management and global advisory for investments.

ADVISING LOCAL CLIENTS FOCUSING

ON GLOBAL SOLUTIONS

A SOLID COMMITMENTTO EACH VALUE

NBB advises entrepreneurs and corporate organisations exclusively on mergers and acquisitions as well as corporate finance processes, based on the experience and expertise of our consultants’ network, enhancing the efficiency of the services provided through the global synergies made avail-able to our local clients.

SPECIALISATION

At NBB, we consider the free exchange of information within our network to be absolutely imperative, as this allows for the experience-sharing necessary for the contin-uous improvement of our services in a globalised corporate environment.

COOPERATION

NBB is an independent entity capable of providing opti-mised solutions for each transaction, seeking to meet the strategic goals of our clients.

INDEPENDENCE

Our primary objective is to build our clients’ value by providing them with sound advice and structuring each project as per their requirements. We provide local solutions with the support of our global network and widely experienced team.

COMPETENCE

NBB consultants operate within the guidelines of the International Busi-ness Brokers Association (IBBA) and M&A Source Code of Ethics, which emphasise ethical principles such as integrity, independence, responsibil-ity, competence, fairness, loyalty and confidentiality.

ETHICS

The very essence of our work at NBB, is based on international guidelines and methodologies and bound by professional secrecy. We are committed to maintaining the privacy of information provided by our clients.

CONFIDENTIALITY

We promote the creation of both national and international institutional partnerships in order to find the best possible solution in every deal and for every client.

STRATEGIC ALLIANCES

WE ARE COMPETENTAND SPECIALISED PROFESSIONALSWE PROVIDE A TRANSVERSAL INTEGRATED SOLUTION FOR EACH ACTIVITY AREA

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> Business Brokerage

> Corporate Finance

> Corporate Reorganisation

> Joint Venture and International Expansion

> Company Valuation and Investment Projects

The purchase and sale of businesses requires a high level of expertise, both dur-ing the process itself and to ensure a good deal is made. NBB guarantees successful transactions thanks to its knowledge of the markets, the wide range of resources and tools it uses and the synergies of its international network of consultants.

Through our tailor-made service and our network’s know-how, NBB effectively support their clients’ strategies and minimizes the risks involved in an acquisition process.

• Valuation• Strategy definition and structuring operations

• Assessment of the target’sreason for sale• Information compilation

• Negotiation• Capital raising• Coordination of due diligence• Advisory and transaction follow-up

• Definition of investment profile• Proactive market research• Identification of targets

Reaching the targets Presentation of the purchase proposal

Information memorandum Closing

ACQUISITION PROCESS

MOTIVATIONS:

> NEED FOR GROWTH

> TO COMPLEMENT CURRENT SERVICES AND/OR PRODUCT PORTFOLIOS

> DIVERSIFICATION NEEDS

BUSINESS BROKERAGE

SALES PROCESS

• Financial analysis• Definition of strategy andoperational structure

• Market research

• Negotiation• Due diligence coordination• Advisory and transaction follow-up• Information compilation

Information memorandum Approaching potential investors

Valuation Closing deals

When considering the sale of a business, timing and win-dow of opportunity are the key factors in the successful outcome of the transaction.

MOTIVATIONS:

> LACK OF FAMILY SUCCESSION SOLUTIONS

> DISINVESTMENT PROCESSES AND CORPORATE REORGANISATION

> INTERNAL CONFLICTS

> MANAGEMENT INERTIA

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CORPORATE FINANCE

NBB provides corporate finance solutions for its clients, working together with investment banks, venture capital firms, private equity funds, Business Angels networks, as well as selected Stock Exchanges, thus meeting the requirements of each operation.

The fast globalisation of the economy and financial and capital markets, high levels of com-petition, negative economic circumstances and increasing difficulties in obtaining credit from traditional sources, all present serious challenges for companies.

It is fundamental for companies to constantly rethink their growth strategies and use alterna-tive sources of funds in order to reach a good position in global markets.

Shareholders require a capital increase with a view to financing a new development and growth cycle (acquisitions, international expan-sion or other investments). In this context they are willing to open the company’s capital to external financial partners instead, in order to complement financial debt.

GROWTH

Consolidation processes arising from the need for growth or to position the company at a different level of development, by accepting a financial partner in order to ensure and improve the efficiency of the organizational structure of the company.

CONSOLIDATION

Aiming for a smooth transition process and in order to assure continuity of the company’s philosophy, this process is often aided by an external financial partner.FAMILY SUCCESSION

In the event of the non-existence of family succession solutions, the company’s founder is often confronted with the need to create the conditions to ensure the continuity of the business. These strategic medium to long term definitions, often involve middle management aiming to structure a future MBO transaction.

LACK OF FAMILY SUCCESSION SOLUTIONS

SURPLUS OR CAPITAL GAINS Current shareholders intend to dispose of their shares in order to achieve capital gains.

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TIV

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NBB responds to these challenges, helping its clients to redefine growth strategies for their companies through mergers and acquisitions, identi-fying the best solutions to raise capital.

MBO:Management Buyout

Acquisition of a company (buyout) by its management team or by its minority shareholders, with the help of external financing partners, such as private equity funds.

MBI:Management Buyin

Acquisition of a company by an external management team, with the help of external financing partners, as private equity funds.

BIMBO:Buyin

Management Buyout

Combination of MBO and MBI.

OBO:Owners Buyout

Buyout in which some of the executive shareholders of the company buy one of the company’s business areas or the whole company itself from other shareholders, strengthening their position with the support of financing partners.

LBO:Leveraged Buyout Acquisition of a company, incurring a high level of debt.

Start-Up: Financing to support the development of the product or marketing strategy.

Early - Stage: Financing during the early stages of company development for companies who have not yet reached break-even point.

Expansion: Aims to support the growth of an established company with its international expansion, the increase of its production capacity or the development of a new product or service.

Fund Raising

Several types of transactions can be carried out, depending on the companies’ characteristics and shareholders.

CORPORATE RESTRUCTURING

NBB provides consultancy services for company re-structuring processes, such as spin-offs, respond-ing to the strategic need to discontinue one or more business fields, as well as disinvestment processes and the international expansion of companies that aim to expand their business. NBB can offer efficient solutions thanks to its international network of of-fices located around the world.

In this context NBB’s role is to evaluate business areas and to define the operational structure, advis-ing our client during each step of the process, with these strategic decisions resulting in spin-offs or disinvestment transactions.

JOINT VENTURES AND INTERNATIONAL EXPANSION

We are strategically placed around the globe in order to be able to assist companies that aim to reach new markets. Through our international consultants’ network, NBB is in a position to efficiently facilitate our clients’ international expansion goals.

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NBB consultants are specialists in the valuation of companies in accordance with valuation methods of international valuation standards:

VALUATIONS AND INVESTMENT PROJECTS

ACCURATE VALUATIONS TO ENSURE PERFECT BUSINESS TRANSACTIONS

Income Approach – Discounted Cash Flow Method

Asset Approach – Book Value Method

Market Approach – Multiple Method

Additionally, NBB can provide support to companies and entrepreneurs that want to carry out investment projects by helping them define the strategy to follow and estab-lish a feasibility plan.

www.nbbadvisors.com

A GLOBAL PRESENCE