1. Mergers and Acquisitions “The Deal Continuum – Process, Pitfalls & Precautions” Deepak Kapoor Executive Director [email_address]

7. The Deal Continuum – A Road Map to M&A Deal/Target Identification Evaluating Deals Executing Deals Making Deals Successful Harvesting Deals

14. The Deal Continuum The Current Course Content Restructuring Funding Options Valuation Accounting Issues Legal Aspects Due Diligence Companies Act Tax Issues HR & Integration Deal/Target Identification Evaluating Deals Executing Deals Making Deals Successful Harvesting Deals

16. Key Challenges to Mergers and Acquisitions Pre Deal Post Deal Structuring the Deal Valuation Investment Banking Representations and Warranties Exit Options Human Resources Pre Investment Appraisal Cultural Issues Integration Issues Process Integration Harvesting the deal Deal Synergies Agreements

20. Value to Buyer vs Value to Seller (Typical Price Bargaining) NO DEAL ZONE FOR BUYER NO DEAL ZONE FOR SELLER Value (Rs.) Intrinsic Value - Buyer Intrinsic Value - Seller Max. Premium Possible Seller’s Initial Price Buyer’s Initial Offer Possible Deal Price Reported Control Premium

24. Although A and B are in the same industry there could be cultural differences ... in organisational and individual behaviours Company A Voice-mail driven Consensus driven Short Term Consultative Risk Averse Fear of numbers Centralised Decisive management Company B E-mail driven Hierarchy driven Dislike projects Deadlines cause stress Non confrontational Scientific debate Gentlemanly Fear ‘discomfort’ ? Illustrative

27. Strategic investors looking positively towards India M&A inbound

28. Indian companies venturing overseas M&A outbound

29. Issues in Cross Border Transactions   Robust forecasts & projections Valuation & Due Diligence Related  Employee liabilities  Flexibility of labour laws People Related  Review of the independent auditors’ work papers  Informal arrangements & related party transactions  Structured information sharing & start of due diligence  Difficulty in carrying detailed analysis and due diligence Outbound Inbound Issues

30. Issues in Cross Border Transactions  Environmental Obligations Assets Related  Systems & Controls   Understanding of regulatory issues Environmental Issues  Idle or under-utilised assets   Perception on assets (ownership vs lease)  Clarity of title Outbound Inbound Issues

31. Issues in Cross Border Transactions  Colour of the skin Cultural Issues - Pre & Post Deal  Regulatory approvals  Reps & Warranties  Escrow mechanism  Expectation on Management Interaction  Willingness to take risk Outbound Inbound Issues

34. Thank You!