Benefits of Making Business in Cameroon | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN CAMEROON WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN CAMEROON WWW.MERGERSCORP.COM

4. Country Overview Cameroon, on the Gulf of Guinea, is a Central African country of varied terrain and wildlife. Its inland capital, Yaoundé, and its biggest city, the seaport Douala, are transit points to ecotourism sites as well as beach resorts like Kribi – near the Chutes de la Lobé waterfalls, which plunge directly into the sea – and Limbe, where the Limbe Wildlife Centre houses rescued primates. The Republic of Cameroon, a country located in Central and Western Africa, is bordered by Nigeria and the Atlantic Ocean to the west, Chad to the northeast, the Central African Republic to the east, and Equatorial Guinea, Gabon, and the Republic of Congo to the south. Cameroon is a republic dominated by a strong presidency. The country has a multiparty system of government, but the Cameroon People’s Democratic Movement (CPDM) has remained in power since it was created in 1985.

5. Executive Summary Cameroon can be divided into northern, central, southern, and western geographic regions. North of the Benue (Bénoué) River, the savanna plain that occupies the country’s centre declines in elevation as it approaches the Lake Chad basin. The region contains scattered inselbergs, mounds of erosion- resistant rock that rise above the plains. The Gotel Mountains of the Adamawa Plateau trend from south to north, culminating in the Mandara Mountains of the northwest. The rivers of Cameroon form four large drainage systems. In the south the Sanaga, Wouri, Nyong, and Ntem rivers drain into the Atlantic Ocean. The Benue River and its tributary, the Kébi, flow into the Niger River basin of Nigeria.

6. Introduction – Doing business in Cameroon Cameroon is ranked 167 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. The rank of Cameroon deteriorated to 167 in 2019 from 166 in 2018. Cameroon made starting a business easier by exempting newly formed companies from paying the business license tax for their first 2 years of existence. The major contributors to the economic growth of Cameroon are the agricultural sector, the tourism sector, the services industry, and the manufacturing sector. The Agric sector happens to be one of the highest employers of the work force in Cameroon. The country is notable for the commercial cultivation of crops like oil palms, cocoa, bananas, rubber, tea, sugar, coffee, etc.

7. Conducting business in Cameroon more natural persons or corporate bodies with minimum share capital of XAF 1,000,000. An Limited Liability Company can be managed by one or more managers who may be shareholder or non-shareholder. A Branch Office of a Foreign Company which is not a member State of the OHADA Region has only a two year validity after which it must be transformed into a fully incorporated subsidiary unless a waiver is obtained from the Minister or Trade. The following registration are required: Registration of the company in the Trade and Personal Property Credit Register (RCCM). A business license (patent) that should be acquired from the Taxation Department by paying an annual fee. An Limited Liability Company may be incorporated by one or

8. Taxation in Cameroon There is a 2.2% or 5.5% minimum tax in Cameroon based on turnover and depending on the tax regime of the taxpayer. The 15% rate applies to taxpayers not registered with a taxation centre and engaged in import activities. The 15% rate shall be increased to 20% where the taxpayer carries out the sale of in-bond goods.

9. Trade Cameroon is the 111th largest export economy in the world and the 106th most complex economy according to the Economic Complexity Index (ECI). In 2017, Cameroon exported $4.27B and imported $5.88B, resulting in a negative trade balance of $1.61B. In 2017 the GDP of Cameroon was $34.9B and its GDP per capita was $3.71k. The top exports of Cameroon are Crude Petroleum ($1.34B), Sawn Wood ($616M), Cocoa Beans ($492M), Bananas ($306M) and Rough Wood ($219M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Refined Petroleum ($396M), Special Purpose Ships ($351M), Rice ($304M), Crude Petroleum ($220M) and Packaged Medicaments ($195M).

10. Banking in Cameroon Commercial Bank Cameroon (CBC), also referred to as Commercial Bank of Cameroon, is a commercial bank in Cameroon. It is one of the fourteen (14) Cameroonian commercial banks licensed by the Central Bank of Central African States, the national banking regulator. The bank caters to both individuals and businesses through a variety of financial products. CBC is the flagship of the Commercial Bank Group, headquartered in Douala, Cameroon, with subsidiaries in Chad, Central African Republic, Equatorial Guinea and São Tomé and Príncipe.

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com