Benefits of Making Business in Cote d'lvoire | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN COTE D’LVOIRE 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 COTE D’LVOIRE WWW.MERGERSCORP.COM

4. Country Overview Côte d'Ivoire is a West African country with beach resorts, rainforests and a French-colonial legacy. Abidjan, on the Atlantic coast, is the country’s major urban center. Its modern landmarks include zigguratlike, concrete La Pyramide and St. Paul's Cathedral, a swooping structure tethered to a massive cross. North of the central business district, Banco National Park is a rainforest preserve with hiking trails. Cocoa is essential to Cote d’Ivoire. This sector mobilizes close to one million producers who provide income to five million persons (one-fifth of the country’s population) in order to meet 40 percent of global supply. Cocoa is also the country’s leading foreign exchange earner and is among the sectors making the biggest contribution to government revenue. In short, cocoa plays a central role in Ivorian society and in the lives of many families.

5. Executive Summary Côte d'Ivoire is located in West Africa between Ghana and Liberia, with a southern border on the Gulf of Guinea of the Atlantic Ocean. With a total area of about 322,460 square kilometers (124,502 square miles), it is slightly larger than the state of New Mexico. The country is divided into fifty departments. Côte d'Ivoire has a warm, humid climate that transitions from equatorial to tropical. The Guinea Highlands, in the northern half of the country have peaks greater than 1,000 meters high. The country's remaining terrain, is made up of plateau that tilts toward the Atlantic Ocean. The land is generally divided into three main regions based on the difference in natural vegetation. The Lagoon Region runs parallel to the coastline, the Dense Forest Region crosses the middle of the country, and the Savannah Woodland Region lies to the north.

6. Introduction – Doing business in Cote d'Ivoire Côte d’Ivoire’s economic freedom score is 62.4, making its economy the 78th freest in the 2019 Index. Its overall score has increased by 0.4 point, with gains in labor freedom and judicial effectiveness outpacing a sharp decline in fiscal health. Côte d’Ivoire is ranked 5th among 47 countries in the Sub- Saharan Africa region, and its overall score is above the regional and world averages. Ongoing pro-market and pro-business reforms include measures to streamline bureaucratic procedures, simplify corporate taxes, cut business costs, and support small and medium-sized enterprises. The government intends to increase its efforts to improve access to credit.

7. Conducting business in Cote d'Ivoire As one of the most developed West African countries, Ivory Coast is very open towards foreign investment. Its growing economy and attractive market is a real haven for expatriates looking forward to set up a business there. Indeed, the Ivorian government has set up a series of measures to attract more foreign investment in the coming years, especially through mergers, joint-ventures, as well as start-ups. The country also has a more developed infrastructure compared to other countries in the region. Setting up a business there can turn out to be fruitful as related procedures are quite simple. There are different types of companies in Ivory Coast, namely the Limited Liability Company (SARL), the Limited Company (SA), the Partnership (SNC) and the Limited Partnership (SCS).

8. Taxation in Cote d'Ivoire Tax on industrial and commercial profits in Côte d’Ivoire is levied at 25%, subject to a minimum tax. The rate is 30% for companies in the telecommunication, information technology, and communication sectors. Non-resident entities are subject to withholding tax (WHT) at 20%, subject to existing double tax treaties (DTTs), on their Côte d’Ivoire source income when they do not have a permanent establishment (PE). Non-residents with a PE are taxed in the same way as a resident. The minimum tax is based on total turnover and is calculated at the rate of 0.5%, with a minimum tax of 3 million Communauté financière d'Afrique (Financial Community of Africa or CFA) francs (XOF) and a maximum tax of XOF 35 million. The income tax is levied at the national level.

9. Trade Cote d'Ivoire is the 81st largest export economy in the world and the 110th most complex economy according to the Economic Complexity Index (ECI). In 2017, Cote d'Ivoire exported $10.3B and imported $8.37B, resulting in a positive trade balance of $1.96B. In 2017 the GDP of Cote d'Ivoire was $37.4B and its GDP per capita was $3.94k. The top exports of Cote d'Ivoire are Cocoa Beans ($3.79B), Rubber ($1.1B), Cocoa Paste ($1.04B), Cocoa Butter ($624M) and Refined Petroleum ($503M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Crude Petroleum ($661M), Rice ($346M), Non-fillet Frozen Fish ($288M), Packaged Medicaments ($254M) and Refined Petroleum ($241M).

10. Banking in Cote d'Ivoire Côte d'Ivoire's commercial banking sector is undergoing privatization, as the government is seeking to reinvigorate the sector. The central bank BCEAO is common to the eight member states of the West Africa Economic and Monetary Union (WEAMU). Foreign banks are allowed to establish operations in Côte d'Ivoire. Côte d’Ivoire's commercial banking sector is undergoing privatization, as the government is seeking to reinvigorate the sector. Publicly owned banks pose potential systemic risks to the financial system, as loan quality, solvency, and profitability have deteriorated in recent years due to mismanagement and lack of oversight. The government has at times had to step in to rescue poorly-managed banks.

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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