Mergers & Acquisitions- Management Design Associates’ Sell-Side Services

1. Mergers & Acquisitions- Management Design Associates’ Sell-Side Services The four phases of the merger & acquisition process

2. Market/Product/Customer Alignment • When traditional due diligence is conducted the accounting and legal analysis is generally very strong. But who is going out and evaluating the market? • When evaluating new M+A opportunities, it is important to determine the customer’s satisfaction with the product, the product’s competitiveness, and what’s emerging in new ways to serve the target market. In addition, is the technology compatible? This and many other evaluation points are not executed completely.

3. How We Add Value! • How does Management Design Associates help you in the initial/pre-transaction stages? • We align with you as a partner who: • Isn’t going to push you to make a transaction if it isn’t what’s best for your company. • Will help you make the right decision by gathering data on key questions/criteria. • Won’t allow you to get yourself into trouble by entering into bad deals.

4. Pre-transaction Phase: Are you really ready to sell your business? The first step in the pre-transaction phase is to validate your position in the market place by answering these types of questions: • Is it the right time to sell or merge in your industry? • Are you evaluating key market indicators such as new opportunities, niche markets, changing customer trends? • What are your goals for the transaction? • What would the financial aspects of a transactions look like? • Do your buyers gain economies of scale or market advantage? Next we roll those together to determine whether this is a good time for you to consider a transaction.

5. Prepping for the Business Valuation • MDA’s vision is to help you understand the process of selling or merging your company. • Once you understand the process of selling your business then we need to look at establishing your personal goals. • Do you want to remain active in your business after you sell? • What is your timeline for selling your business? • What is your desired financial outcome? • Once we’ve established your personal goals we need to evaluate the management team. Does your company have the A-team that is required to survive a merger, acquisition, or sale.

6. Prepping for the Business Valuation • At this point you’ve made the key decision that it is the right time for you to further investigate this process… • Or it isn’t the right time to sell and we are going to continue to monitor your progress. • If yes, let’s move the valuation.

7. Phase II: Business Valuation • Phase III: Business Valuation: • Review the company’s history • Recast financial information • Project the company’s future performance • Based on industry: trends, performance & mergers/acquisitions/sales • In conjunction with our partners, conduct a business valuation. • Based on this the owner will decide on go-no-go.

8. Phase III: Marketing Your Business • You’ve determined that it is the right time to sell or merge your company. • Determine strategic goals and develop selling strategy. See Questions to Ask. • Identify universe of likely buyer or merger prospects based on strategic and financial parameters. • Confidentially contact prospects and screen to establish qualified and serious prospects. • Assist in due diligence, offer evaluation and contract negotiation (with the assistance of key partners). • Complete acquisition process, including final negotiations, documentation and post-acquisition merger issues.

9. Phase IV: It’s not the right time to sell or merge your company • You’ve determined that it is not the right time to sell or merge your company. • You would like to position your company for a future transaction. • You will monitor the market for changes that may support a future transaction. • You decide not to move forward and grow your business organically.