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ABC-XYZ Merger“Skate Where The Puck Is Going To Be”

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Table of Contents ABC’s vision, goals, & objectives

Current target market growth status

Closing the gaps

Inorganic growth candidate opportunities

Specific strategic rationale for acquiring XYZ

Transaction terms

Synergy analysis

Combination pro formas

Governance & management

Deal summary

Appendix

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Target Market Leadership Position

– Global vision & strategic imperatives

– Goals & objectives for target market

– Leadership end game

– ABC current market share in target market

– Americas (or segment 1)

– target market (or segment 2)

– Asia (or segment 3)

– Market share gaps

– Therefore, we need to accelerate growth in segments where we have low market share

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ABC’s Current Positioning ABC market position in target market

– Revenue

– Subscribers

– Critical relationships & cultural advantages

– Technology

The other key players position on geographical map

Industry trends in target market– Growth dynamics

– Window of opportunity rationale

Rapid growth prospects imminent– Now or never

– Risk of erosion of current market position

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Ways To Close the Gap

Locked out of target market unless we do something inorganically

Inorganic approaches– Joint venture vs. acquisition

– Proof points for why acquisitions are better

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Candidate Opportunities in the Target Market

Profile of a good ABC acquisition target

– Relationships

– Scale

– Market share

– Projected growth rate

– Technology

– Management team

List of all potential targets

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Attractive Target Candidates Screen

ABC preferred target attributes screen– Relationships

– Best-in-class core competencies

– Market share & critical mass

– Positioned for rapid grow

Any acquisition should be:– Recurring revenue

– Aggressive growth curve

– Accretive within 12 months

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Anatomy of LOI - Ver1

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Asset vs. Stock Purchase

Purchase Price Payment Considerations

Ways to Structure the Deal - Ver1

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Structuring Effective Earnouts

Tax Implications

What is a Reverse Merger?

LOI Tools and Templates Full Buyout

Asset Purchase - Ver1

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Stock For Cash

Stock For Stock

Stock For Cash & Stock

Earnout Partial Investments

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Presenting the Deal - Ver1

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