Proactive M&A Company Overview

Introductory Qualification Paper

For Our Partners

2

Contents

PM&A, newly established member of PMC group

Our M&A services

1

Our management and local representatives

Selected references

2

3

4

3

Local representative officesin Austria, Canada, France, Germany, Switzerland, Romania and USA

Profile: Representatives of the PMC Group, serving our Clients with our complete portfolio

Established in: 2014Profile: Serbian subsidiary of the PMC Group, as a jointventure with a well-respectedlocal partner, serving our Serbian Clients with our complete portfolio

Established in: 2000Profile: Support the (re-)integration of disadvantaged employees to the labor market

As a result of successful projects the „Attracting capital”business unit of the Proactive Group has grown into anindependent affiliate under the name Proactive M&A

Established in: 2003Profile: Strategic and management consulting

Established in: 2013Profile: Attracting capital; M&A projects; financial advisory

Established: 2012Profile: Consultancy related to R&D&I, EU funds, Hungarian Grant system, tendering and incubation for startup companies

Proactive Management Consulting (PMC)

Proactive M&A(P M&A)

Biostatisztika(„Biostatistics”)

NapraForgó Non-Profit(„Sunflower”)

Local subsidiary inSerbia

Non-ProfitFor-Profit (based in Hungary)For-Profit (based inforeign countries)

While still working as Country Manager of the Boston Consulting

Group, Tibor Héjj founded NapraForgó Non-Profit to aid the

disadvantaged people in entering / returning to the labor market.

In 2002 A.T.Kearney (ATK) decided to

close its Budapest Office. In 2003 PMC has been established by Tibor Héjj, former

International Vice President of ATK, as a new independent consultancy and the local representative

of A.T.Kearney.

Based on succesful„Attracting capital”

projects of recent years, we established PM&A to provide our Clientswith full service during

M&A process. As part of our international expansion we are in the process of setting up

representations in foreign European(Germany, Switzerland, France) and in the non-EU countries (USA, Canada).

Our first subsidiary was set up in Serbia. We plan further expansion in 2015.

In 2012 we established Biostatisztika to help our

Clients taking advantage of the numerous R&D&I and

Grant opportunities inHungary.

Representative officesin Western countries

4

Leveraging the synergy between PM&A and other member of theProactive Group we offer full range of services to our Clients in allphases of the M&A process

Strategic Planning, Decision-making

Identification and contact targets

Negotiationsand

Transaction

ContractclosingPost-

mergerintegration

Preliminarynegotiations

Duediligence

Identification and contact potential

buyers

Preparation forselling,

Decision-making

Support services for sell-side

Support services for buy-side

The highly experienced seniormanagement consultant team ofPMC supports our Clients indecision-making process bydeveloping alternative growth andexit strategies.

Beside managing all phases of theM&A process, we support ourClients by liaising with investorsand involving reliable andcompetent (legal, tax..) expertsbased on our extended businessnetwork.

In order to show that we are indeedin the same boat with our Clients,we offer our investor seeking andbuying/selling services on a 100%success-fee basis.

Proactive M&AProactive M&A

5

Buy-side: We support our Clients from development of growthstrategy until purchasing the company fit best to their strategicobjectives

Strategic planning, Decision-making

Identificationand contact

targets


Duediligence

Negotiations

and

Transaction

Contractclosing,

Post-mergerintegration

• Development and evaluation of alternative growthstrategies based onmarket research, portfolio analysisand strategicworkshops with top management

• Identification and preliminary valuationof potential targetcompanies fit todeveloped growthstrategy

• Contact targets

• Conducting initialnegotiations

• Submission of preliminary bidsbased on initialinformation

• Coordination of financial, legaland tax duediligence process

• Supporting thecreation of dataroom

• Analyze potentialrisk

• Coordination of pre-mergernegotiations

• Negotiation of M&A terms and conditions

• Assistance incapital acquisition

• Tracking thecompletion of contract termsand conditions

• Assistance inpost-mergerintegrationprocess

• Selection of thestrategy most profitable in the longrun

• Decision about buyvs build question

• Filtered potentialtarget companies

• Discoveredpurchasealternatives

• Revealedpotential costand futurebenefits of thetransaction

• Reliable valuationof the profitabilityof the potentialtarget company

• Minimized risk of the transaction

• Representation of the interest of buy-side

• Negotiation of reasonable sellingprice and termsand conditionsprotecting the buy-side

• Maximum benefit frompotentialbusiness and cost cuttingopportunitiescoming fromsynergiesoccurring afterthe transaction

Added value for Clients

Contribution of PM&A

6

Sell-side: As coordinating the preparation and the negotiationprocess we support our Clients to reach the highest selling pricepossible

Preparation forselling,

Decision-making

Identification and contact potential

buyers


Duediligence

Negotiations, Transaction

Contractclosing

• Development and schedule of disposal/exitstrategy

• Make recommendationsfor measurementsmaximizing companyvalue

• Complex companyvaluation

• Preparation of marketing and information materialsfor investors

• Identification and contact potentialbuyers fit to sellingstrategy accepted

• Conduct initialnegotiations

• Collect initialbids

• Liaising betweenbusiness units

• Supporting thecreation of dataroom

• Surveillance of datasupplying in order toprovide potentialbuyers with unifiedand accurateinformation

• Structuringtransaction in a professional way

• Safeguarding and representing theinterest of sell-sideduringnegotiations

• Tracking thecompletion of contract termsand conditions

• Tracking thefinancialclosure

• Supported decisionmaking betweenstrategic vs financialinvestor

• Identification and evaluation of alternativeselling strategies

• Determination of valuation range

• Representation of the interest of sell-side and maximization of selling price

• Managedpotential risk

• Professional project management until thepayment of thesell price and after it

Contribution of PM&A

Added value for Clients

• Ensuredcontinuouscommunicationwith investors

• Stimulatingcompetitive auctionsituation if needed

• Tested interest of potential buyers

• Investors supplied bypreliminary salesdocumentation

• Professional coordination of duediligence process

• Ensured credibility of provided data and management of access right issues

7

Management

TIBOR HÉJJ

Founder, Managing Director

Phone / fax: +36 1 266 1778

Mobile: +36 30 350 0296

Email: [email protected]

Tibor has 20 years of experience in strategic and

management consulting. Before founding PMC he worked for

The Boston Consulting Group as Country Manager and led

the Hungarian operations of A.T. Kearney as Partner and

International Vice President. He is the founder of PMC, the

only Hungarian strategic management consulting boutique,

which is independent, yet the local cooperating partner of

international strategy consultancies.

Sophia University Institute (Italy) –

Economics – Management (PhD) in progress

Vanderbilt University (USA) – MBA

Budapest University of Technology and

Economics (Hungary) – Electrical

Engineering MSc

Education, QualificationsSelected Projects and Personal Credentials

Social Responsibility

• As the Managing Director of PMC, Tibor generated and run assignments in

strategic consulting, market entry, sourcing, project management, innovation

management, due diligence, M&A, PMI, IT consulting, turnaround management

and interim management. He is also an experienced trainer and coach.

• Tibor took over the Budapest office of A.T. Kearney in its second year of

operation. He repositioned the company, increased its revenue to € 7 Mio.

and made its operations profitable. Later, Tibor became the member of the

Central European Profit Center’s vice president team.

• Tibor worked 6 years for The Boston Consulting Group, generating and

running assignments in strategy, post-merger integration and reengineering in

different countries within Europe. As Country Manager he was involved in the

foundation of BCG’s Budapest office, generating a revenue of € 4 Mio.

• From 1983 to 1993 Tibor was the co-founder and one of the Executive Vice

Presidents of “Műszertechnika”, which became the most successful local

computer and telecom company of its time with a yearly revenue of some $ 30

Mio. Tibor set up and presided over subsidiaries in Germany, Switzerland,

USA and Taiwan.

UNICEF Foundation – Member of

Supervisory Board

Home-Start Hungary Foundation –

President of the Board

Sunflower Non-Profit Ltd. – Founder

Beautiful Present Foundation – Founder

8

We have presence in many countries, worldwide

Miodrag SalaiManaging Partner,

PMC Serbia

[email protected]

Attila Dudás

Associated Consultant

[email protected]

Károly Héjj


[email protected]

Levente Polyak


[email protected]

Vincent Donnat


[email protected]

Representative office

• Before Miodrag becamethe Managing Partner of PMC Serbia, he workedfor A.T. Kearney as a Senior Associate and held top management positions for many years in leading banks in South-EasternEurope

• He draws significantexperience in riskmanagement and crossborder financingtransactions

• Born in Serbia, did hisMBA in Hungary

• Károly gained extensivemanagement experienceas the Head of Business Excellence of the HVP division of Siemens inSwitzerland

• Beside representing PMC in Switzerland Károly is a Controller of SwissFederal Railways

• Born in Hungary, studiedboth in Hungary and inSwitzerland, Swisscitizen, living in Baar/Zug and being home in bothcultures

• Attila has extensiveproject management experience gained mainlyin automotive industryworking as a freelancerconsultant for partnerslike Daimler Group

• He is lecturer and tutor atBaden-WuerttenbergCooperative StateUniversity

• Born in Germany, fromHungarian parents, studied in Germany, livedmost of his life inGermany

• Prior joining PMC, Vince worked at theHeadquater and at theRomanian subsidiary of Société Générale as an auditor and project manager

• Previously he participated in severalstrategic and evaluationproject in Silicon Valley (USA)

• Born in France, studiedand worked both inFrance and in the USA

• Levente has more than 15 years experience in thefield of M&A and management consultancy

• Befor becoming a freelancer, he worked asSenior AssociateConsultant for GothamConsulting (NY) and hold the Vice President positionof Alternative Investments at Structured Capital Group

• Born in the USA, fromHungarian parents, studiedand worked in the USA

Subsidiary Representative office Representative office Representative office

USA, CanadaFrance, RomaniaGermany, AustriaSwitzerlandSerbia

9

Selected references of newly established PM&A

Selected references

2014 Coordination of due diligence process in cooperation with a multinational information technology

equipment company in order to sell their Hungarian Data Services to investors coming from the US.

We also proposed significant changes regarding future business model and corporate governments of

operation

2014 Preparing and managing the sale of the assets of German affiliate of the evopro group to Accenture as

sell-side lead consultant

2013 Preparing and managing the sale of evopro group’s industrial software development business

(employing 600 Development Engineers in four countries) for Accenture as sell-side lead consultant

(please find our reference letter on the next page)

Proactive M&A

2012 Selling a branch of a leading Hungarian private company with about 100 electrical engineers to a

German multinational company

2011 We assisted a contemporary Hungarian designer - in developing a viable business model, attracting

a financial investor, obtaining over USD 2.6 million in equity and loan financing and realigning their

business processes for increased potential

2011 Liaison in the sales of the largest (4 MW) Hungarian biogas plant after its launch

2005 Preparing a medium-term business plan, due diligence and valuation of the a Hungarian company and

strategic support of a multinational bank during the privatization process

Selected references of PMC in the field of attracting capital and M&A

10

Selected references

We prepared and managed the sale of evopro group’s industrial software development business unit to Accenture as sell-side lead consultant

Evopro group is an IT consulting and engineering company, headquartered in Budapest, with more

than 1,000 highly educated engineers delivering turnkey industrial automation and IT solutions,

providing software development and related engineering services for leading, world-wide operating

clients in the fields of Industry, Infrastructure, Mobility, Energy and Healthcare.

The acquisition of industrial software development business unit of evopro group to Accenture was one

of the largest transactions in the private sector in 2013. We prepared and managed this deal as a

sell-side lead consultant from preparation until completion of financial closure.

Prior transaction consultants of PMC participated in the development of exit strategy, supported the

decision-making processes regarding the question of the type of the investor(strategic or financial),

recommended measurements in order to increase the value of the industrial software development

business unit and they supported the integration of these measurements into corporate operation.

In the frame of this engagement PM&A was responsible for the full management of the sales and

negotiation process including the coordination of all participants (local lawyer offices, multinational tax

advisor companies). Consultants of PM&A represented the interest of sell-side in the negotiation

process and managed the smooth completion of due diligence process including the setting up of data

room and management of access right issues.

11

Reference letter fromthe Chairman of theevopro group

Selected references

We hope to have you as our next partner!

1126 Budapest, Szendrő u. 30.; Comp. Reg. No..: 13-09-092832;

ISO 9001:2008 Certificate Registration No.: 01 100 1319942

Email: [email protected]

Phone / Fax: +36 1 266 1778

Mobile: +36 30 350 0296

Proactive M&A Company Overview

Business

Transcript of Proactive M&A Company Overview