The document outlines the key steps in a mergers and acquisitions (M&A) framework, including understanding business requirements, identifying targets, conducting due diligence, negotiations, integration, and performance monitoring. It discusses determining growth opportunities, setting M&A criteria, assessing strategic and financial fit of targets, valuation, and deal closing. The framework is meant to guide companies through the M&A process from initial planning to post-acquisition monitoring.
2. M&A â Key Steps
Understanding Your
Business
Requirement For Inorganic
Opportunities
Types Of M&A
Determine Growth
Markets/Services
Set The M&A Criteria
Identify Merger And Acquisition
Targets
Assess Strategic Financial
Position And Fit
M&A Synergy B4
Make A Go/No-go Decision
Conduct Valuation
Perform Due Diligence
Negotiation
Purchase And Sale Contracts
Closing And Integration
Of The Acquisition
Implement Transaction And
Monitor Ongoing Performance
2
3. 3
Company
Overview
Clientele
CFO CMO COO
CEO & MD
Key Management
Introduction
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Mission
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Vision
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needs and capture your audience's attention.
4. Business & Financial Overview
1,703 2,022
3,184 3,477
4,633 6,421
21.0% 18.9%
33.5%
24.6%
22.0% 25.9%
47.0%
30.0%
37.6%
29.1% 29.3%
31.6%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
0
2,500
5,000
7,500
FY13 FY14 FY15 FY16 FY17 FY18E
Revenue (INR mn) Profit Margin EBITDA Margin
Current Key Offerings
Service Area Offerings
Service 1 Details
Service 2 Details
Service 3 Details
Service 4 Details
Revenue by Geography
Service Area Offerings
Service 1 Details
Service 2 Details
Service 3 Details
Service 4 Details
Current Technology Used
Technology 1 Key Features
Technology 2 Key Features
4
To have a better understanding
of the business, enter the key
service areas, Revenue by
geographies, key financials and
the technology that is being
currently used in the company.
These parameters can also be
changed as per the requirement
5. Requirement For Inorganic Opportunity
01 02 03 04
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Increase Geographical
Presence
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Offer New
Service
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Increase Market
Share
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Technology
Transfer
5
6. Rationale behind expanding in to this particular geography
Mention Geographies you want to expand
Benefits of bringing in new technology
New technology you want to bring
Benefits Of Acquiring New Company
Key synergies that would be created after acquisition
Product/Service you want to include
Demand and market size for the particular product/service
Determining New
Growth
Market/Services
6
After identifying the
requirement for
inorganic opportunities,
this slide goes in detail
about each of the
discussed parameters
7. Types of Inorganic Opportunities
Market Extension Merger
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Vertical Merger
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Product Extension Merger
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Acquisition
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Conglomerate
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Horizontal Merger
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7
Highlight the relevant
opportunity which
you would like to opt
for among others
8. 8
Types of
Inorganic
Opportunities
Horizontal Merger
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Conglomerate
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Acquisition
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Market Extension
Merger
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Product Extension
Merger
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Vertical Merger
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Highlight the relevant
opportunity which
you would like to opt
for among others
9. Setting The M&A Criteria
Deal Size
USD 15-20
MM
Target Company
Revenue
USD 25-30
MM
Industry
Retailing
E-Commerce
Country
US, UK
Target Company
PAT Margins
15%-20%
New Analytical
Tool
Product/Service
9
Finalize the criteria
which you would
choose for the target
company you want
to merge/acquire
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10. Identifying Targets
Service Area Country Product/Service Industry Deal Size
Target Company
Revenue
Target Company
PAT Margins
Company A Text Here Text Here Text Here Text Here Text Here Text Here
Company B Text Here Text Here Text Here Text Here Text Here Text Here
Company C Text Here Text Here Text Here Text Here Text Here Text Here
Company D Text Here Text Here Text Here Text Here Text Here Text Here
10
For each target company,
mention the name of country,
product, Industry, size of the
deal, revenue and profit
margins. These parameters
can be altered as per the
criteria set by the company
11. Balance Sheet - KPIs (Tabular Form)
All figures in USD
MM
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
Shareholdersâ Equity 529.8 1,067.8 1,294.6 1,632.4 529.8
Nonâcurrent Liabilities 535.0 548.2 513.5 989.0 535.0
Shortâterm Borrowings 439.8 622.7 720.6 1,603.8 439.8
Trade Payables 352.9 508.9 760.4 433.7 352.9
Other Current Liabilities 5.9 147.3 289.5 372.6 5.9
Short Term Provisions 21.4 6.2 15.0 28.0 21.4
Current Liabilities 820.1 1,285.0 1,785.5 2,438.1 820.1
Total Liabilities 1,760.4 2,678.1 3,316.3 4,730.4 1,760.4
11
Details of the
shortlisted Target
Company will be
entered here
12. Balance Sheet - KPIs (Tabular Form)
Total Fixed Assets 803.2 1,034.6 1,159.5 1,751.3
Nonâcurrent Investments 26.6 26.6 104.5 26.6
Long Term Loans And
Advances
- 8.0 73.4 204.8
Other NonâCurrent Assets - 13.8 - -
Current Investments - - - 77.9
Inventories 341.3 731.3 771.3 1,215.8
Trade Receivables 477.6 605.1 996.1 1,061.3
Cash And Bank Balances 33.0 89.5 132.2 258.8
ShortâTerm Loans &
Advances
75.8 169.1 76.9 131.6
Other Current Assets
Current Assets
Total Assets 1,760.4 2,678.1 3,316.3 4,730.4
12
Details of the
shortlisted Target
Company will be
entered here
13. Cash Flow Statement - KPIs
Financing Activities
50
60 65
72
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
Net Increase In Cash
50
60 65
72
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
Investing Activities
50
60 65
72
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
Operations
50
60 65
72
Q1 FY18 Q2 FY18 Q3 FY18 Q4 FY18
13
Details of the
shortlisted Target
Company will be
entered here
14. Cash Flow Statement - KPIs (Tabular Form)
All figures in $ MM FY12 FY13 FY14 FY15
Cash Flow From Operations 3,184 3,476 4,621 6,168
Cash Flow From Investing
Activities
723 781 834 1,210
Cash Flow From Financing
Activities
326 337 223 459
Change In Cash & Cash
Equivalents
1,017 1,303 1,490 1,836
14
Details of the
shortlisted Target
Company will be
entered here
17. Key Financial Ratios (1/2)
Return On
Assets
Q2 FY18
10%
Price-To-earnings
P/E Ratio
Q2 FY18
10
Price-To-Earnings
P/E Ratio
Q2 FY18
10%
Current
Ratio
Q2 FY18
10
Price-To-Earnings
P/E Ratio
Q2 FY18
10%
Debt To
Equity Ratio
Q2 FY18
10
Return On
Assets
Q2 FY18
10%
Price-To-Earning
P/E Ratio
Q1 FY18
10
17
18. Liquidity Ratio
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Profitability Ratio
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Activity Ratio
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Solvency Ratio
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Key Financial
Ratios (2/2)
18
19. Liquidity Ratios
Quick Ratio: Current Assets/ Current liabilities
Year FY16 FY17 FY18 FY19 FY20
Quick Ratio 3 2 1.5 2 4
Current Ratio: Current Assets/ Current liabilities
Year FY16 FY17 FY18 FY19 FY20
Current Ratio 4 5 6 4 3
3
2
1.5
2
4
0
2
4
6
8
Category 1
Quick Ratio
FY 16 FY17 FY18 FY19 FY20
4
5
6
4
3
0
2
4
6
8
Category 1
Current Ratio
FY16 FY17 FY18 FY19 FY20
19
Details of the
shortlisted Target
Company will be
entered here
20. Profitability Ratios (1/3)
Profit Ratio: Gross Profit / Net Sales
Year FY16 FY17 FY18 FY19 FY20
Gross Profit
Ratio
45 42 37 18 32
Net Profit Ratio: Net Profit after Tax/ Net Sales
Year FY16 FY17 FY18 FY19 FY20
Net Profit
Ratio
55.2 45.8 35.2 28.8 25.5
20
Details of the
shortlisted Target
Company will be
entered here
32
18
37
42
45
0 10 20 30 40 50
Category1
Gross Profit Ratio
FY20 FY19 FY18 FY17 Column1
25.5
28.8
35.2
45.8
55.2
0 10 20 30 40 50 60
Category1 Net Profit Ratio
FY20 FY19 FY18 FY17 FY16
21. Profitability Ratios (2/3)
Earning per Share: Net Income â Preferred
Dividends / Weighted shares outstanding
Year FY16 FY17 FY18 FY19 FY20
EPS Ratio 12 17 9 13 16
Price to Earning Ratio: Market Value price per
share / Earnings per share
Year FY16 FY17 FY18 FY19 FY20
PE Ratio 23 12 28 35 43
23
12
28
35
43
0
10
20
30
40
50
Category 1
PE Ratio
FY16 FY17 FY18 FY19 FY20
12
17
9
13
16
0
5
10
15
20
Category 1
EPS Ratio
FY 16 FY17 FY18 FY19 FY20
21
Details of the
shortlisted Target
Company will be
entered here
22. Profitability Ratios (3/3)
ROA: Net Income / Total Assets
Year FY16 FY17 FY18 FY19 FY20
ROA Ratio 11 13 16 19 22
ROCE: Net Operating Profit/ Employed Capital
Year FY16 FY17 FY18 FY19 FY20
ROCE Ratio 2 3 3.5 4 4.5
2
3
3.5
4
4.5
0
1
2
3
4
5
Category 1
ROCE
FY16 FY17 FY18 FY19 FY20
11
13
16
19
22
0
5
10
15
20
25
Category 1
ROA
FY 16 FY17 FY18 FY19 FY20
22
Details of the
shortlisted Target
Company will be
entered here
23. Activity Ratios (1/2)
Receivables Turnover: Net Credit Sales / Average
Accounts Receivable
Year FY16 FY17 FY18 FY19 FY20
Receivable
Ratio
1.4 2.3 3 5 7
Inventory Turnover: COGS / Avg Inventory
Year FY16 FY17 FY18 FY19 FY20
Inventory
Ratio
1.6 2.6 3.2 4.3 6.1
1.6
2.6
3.2
4.3
6.1
0
1
2
3
4
5
6
7
Category 1
FY16 FY17 FY18 FY19 FY20
Inventory Turnover
1.4
2.3
3
5
7
0
1
2
3
4
5
6
7
8
Category 1
FY 16 FY17 FY18 FY19 FY20
Receivables Turnover
23
Details of the
shortlisted Target
Company will be
entered here
24. Activity Ratios (2/2)
Total Asset Turnover: Net Sales / Average
Total Assets
Year FY16 FY17 FY18 FY19 FY20
Inventory
Ratio
1.2 2.1 2.7 3.4 4.8
Fixed Assets Turnover: Net Sales / Fixed Assets
Year FY16 FY17 FY18 FY19 FY20
Receivabl
e Ratio
6.5 12.4 7.1 9.5 15.4
Fixed Asset Turnover
6.5
12.4
7.1
9.5
15.4
0
5
10
15
20
Category 1
FY 16 FY17 FY18 FY19 FY20
1.2
2.1
2.7
3.4
4.8
0
1
2
3
4
5
6
Category 1
FY16 FY17 FY18 FY19 FY20
Total Asset Turnover
24
Details of the
shortlisted Target
Company will be
entered here
25. Solvency Ratios
Debt-Equity Ratio: Total Liabilities Ă· Total Equity
Year FY16 FY17 FY18 FY19 FY20
Receivable
Ratio
20.6 9.5 34.6 25.2 31.3
20.6
9.5
34.6
25.2
31.3
0
5
10
15
20
25
30
35
40
Category 1
FY16 FY17 FY18 FY19 FY20
Debt-Equity Ratio
7.3
12.1
6.2
16.8
14.3
0
2
4
6
8
10
12
14
16
18
Category 1
FY 16 FY17 FY18 FY19 FY20
TIE Ratio
Time Interest Earned Ratio: EBIT/ Interest Expense
Year FY16 FY17 FY18 FY19 FY20
Inventory
Ratio
7.3 12.1 6.2 16.8 14.3
25
Details of the
shortlisted Target
Company will be
entered here
26. M&A Synergy Framework
Merger
Synergies
Revenue growth,
Commercial
Optimization
Operational
Optimization
Reduction in
Financial cost &
Investment
» New Product Development
» Brand Repositioning
» Optimize sales chain
» Cross-Selling
» Improve Price formulation strategies
» Strategic Sourcing
» Procurement Optimization
» Cost reduction in all functions
» Working Capital Reduction
» Sale of assets
Typical Opportunity
Areas
Increase in Revenue
5%
Reduction in
Operational Cost
15%
12%
Reduction in
working capital
Typical Synergy
Value
26
A positive synergy is to be
created out of a
merger/acquisition. We
have identified some
common synergies that
are generated along with
the relevant examples
27. Company Valuation Methodologies 27
Book Value
Method
Liquidation
Value Method
Replacement
Value Method
Discounted Free
Cash Flow
Method
Capitalization of
Earning Method
Comparable
Company Market
Multiple Method
Comparable
Transaction Multiple
Method
Market Value
Method
Contingent Claim
Valuation
Place of Recent
Investment Method
Rule of Thumb
Methodologies
Asset Based
Method
Income Based
Method
Market Based
Method
Other
Method
We have listed out all the
commonly used valuation
methodologies. Highlight the one
which you are going to use.
Since DCF and relative valuation
is the most commonly used
method, we have discussed it in
detail in the later slides
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28. Beta
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2.4%
Infinite Growth Rate
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3.1%
Weighted Average
Cost of Capital
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7.3%
Cost of Debt
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8.4%
Cost of Equity
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15%
Discounted Free Cash Flow (DCF) Technique â Data Set 28
29. Determining Free Cash Flow
Year 1 Year 2 Year 3 Year 4 Year 5
Revenue 15000 16000 17000 18000 19000
EBITDA 8954 9898 10941 12093 12367
Less: D&A 1112 1222 1343 1476 1623
EBIT 7842 8676 9598 10617 11745
Less: Taxes (35%) 2745 3037 3359 3716 4111
Tax adjusted EBIT 5097 5639 6239 6901 7634
Plus: D&A 1112 1222 1343 1476 1623
Less: Capital Expenditure 1750 1750 1750 1750 1750
Less: Change in Net Working
Capital
318 350 384 423 465
Free Cash Flow 4141 4762 5447 6205 7042
29
Calculate the free
cash flow to the firm
after entering all the
details
30. Valuation Results Valuation (USD)
NPV1 of Explicit Value 27,645
NPV of Terminal Period 125,934
Enterprise Value 153,579
Add: Cash 7,969
Gross Enterprise Value 161,548
Less: Debt 6,470
Equity Value 155,077
Outstanding Shares 2,446,645,889
Value Per Share ($) 63.38
Valuation Results
All Figures in $ MM
Note: 1NPV = Net Present Value
30
The following
methodology will help in
determining the Equity
value & Value per share
of the company
31. Relative Valuation
Summary P/E2 EV/EBITDA3
Company Price Shares
Market
Cap
EV1 FY 18 FY 19E FY 20E FY 18 FY 19E FY 20E
Company A 17.8 600.0 10,680.0 11,805.0 13.6 11.7 15.8 12.4 10.6 14.4
Company B 16.3 542.0 8,834.6 9,000.0 12.5 12.4 13.5 11.4 11.3 12.3
Company C 14.2 523.0 7,426.6 8,000.0 16.3 15.7 17.4 14.8 14.3 15.8
Company D 15.3 698.0 10,679.4 12,000.0 10.2 16.8 14.7 9.3 15.3 13.4
Company E 16.9 789.0 13,334.1 15,000.0 12.6 15.2 10.2 11.5 13.8 9.3
Company F 15.7 332.0 5,212.4 6,000.0 13.9 12.8 19.5 12.6 11.6 17.7
Median 13.6x 12.4x 10.9x 13.5x 12.7x 10.7x
Mean 13.4x 11.7x 10.5x 13.5x 11.8x 10.6x
Min 7.7x 7.5x 10.6x 7.8x 7.2x 10.7x
Max 16.5x 15.1x 12.5x 16.8x 15.7x 12.9x
1EV=Enterprise Value; 2P/E= Price to Earning Ratio; EBITDA = Earnings before Interest, taxes, depreciation & amortization
31
32. Business Due-Diligence Process
Terms of Engagement
In this stage, the terms of the business due diligence are decided between the parties and a
non-disclosure agreement is signed. Example-: Cost structures, Customer Base, etc.
Mention key points/strategies,
if any, in each step
Operational Due Diligence
The operational data and information about the business are measured, gathered and
documented. Example -: Revenue Expenses, Profitability, Cash Flow , Assets and Liabilities.
Mention key points/strategies,
if any, in each step
Financial Due Diligence
The financial statements, data and information of the business are gathered, validated and
documented . Example-:Tax Payments, Litigations, Registrations, Intellectual property
Mention key points/strategies,
if any, in each step
Legal Due Diligence
The legal and regulatory data and information of the business are gathered, validated
and documented
Mention key points/strategies,
if any, in each step
The results of the business due-diligence process is shared to the Buyer and/or Seller
Reporting of Information Mention key points/strategies,
if any, in each step
32
33. Strategic Due-Diligence Methodology
Baseline Starting
situation
» Collection of data &
review
» Market research
» Business studies
» Latest Technology
Assess market segment
& growth trends
» Conduct external interviews
» Understand customer behavior
» Validation of market size & trend
» Understanding the Industry
business model
Review
Business Plan
» Analysis of income
statement
» Industry Benchmarking
» Synergy Analysis
» Internal Company Analysis
» Internal Company analysis
to support current strategy
Assess Skills &
Capabilities
Profile Key competitor
strategies & technology trends
» Focused group discussions and
interviews of customers, top
employee from competitive firms
» Identify the major trends in
technology & competitor responses
Summary &
Recommendations
» Perception on technological
& competitive landscape
» Consensus on business
plan
» Identification of Risk & Risk
mitigation strategies
Stress test
corporate strategy
» Understand the business
strategy in detail
» Assess the employee &
Organizational fit within the
strategy
» Check whether the marketing,
finance and other financial
strategies are in line with the
vision & mission of the company
01 03 04 05 06 0702
33
34. Post Merger Integration Framework
» Organizational structure
» Process Organization
» Shared Services
» Centre of Excellence
Organization/Processes
» Make or buy
» Supplier choice/prioritization
» Competitive Sourcing
» Delivery condition
Purchasing
Production
» Production Strategy
» Site choice
» Production layout
HR Culture
» Staff structure
» Task and responsibilities
» Job Profiles
» Cultural Integration
Supply chain
Management/Logistics
» Supply chain organization
» Process harmonization/Process
optimization
» Warehouse storage
» outsourcing
Marketing /Sales
» Branding
» Corporate identity/corporate design
» Sales strategy
» Sales organization
PM Office/PM
Strategy/PM
Measures
01
02
0304
05
06
360 Degree PMI Model
34
Under each function of an
organization, there would
be an effect due to the
merger/acquisition
process. Mention the
integration effect under
each of them
35. Post Merger Integration Challenges
Inadequate Integration
A lack of synchronization throughout the IT infrastructure can result in
difficulties with everyday business processes, producing complications
and slowing down overall operations
Lack of Visibility
Unless the two merged companies have
established a customer data integration
system, procuring an updated single view
of the customer is essential
Data Amalgamation
Data amalgamation makes certain that
companies have access to updated
information across the entire organization
regardless of whether it resides on premise or
in the cloud.
Compliance & Regulation
Compliance issues are likely as two converging businesses do not
have the same levels of compliance. Policies, contracts and
guidelines are essential and regular enforcement, visibility and
control is required to permit organizations to run smoothly
Investment Community
Does the M&A adds value to the firm? Are
there any positive synergies involved?
Cross-selling of products could annoy
customers. Apart from that, if there arenât
any demonstrable changes, customer could
question the M&A, since there is nothing in
it for them
Customers
Through Clear communication, Employees must
be stated about the change in their roles &
responsibilities, if any, to avoid any overlapping of
responsibilities among themselves
Employees
35
We have listed out some
of the key challenges
faced after post
merger/acquisition. Alter
it as per your
requirement
36. M&A Performance Tracker
20%
% increase in the
Shareholder Value
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7%
% increase in
P/E ratio
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20%
% increase in
Production Capacity
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5%
% increase in
Current EPS
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15%
% increase in the Free
Cash Flow the firm
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36
These key indicators
can only be measured
after some duration
when the
merger/acquisition
process is closed.
40. Stacked Bar
0 10 20 30 40 50 60 70 80 90 100
Q1
Q2
Q3
Q4
(InPercentage)
» Product 01 » Product 02
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select âEdit Dataâ.
40
41. Stacked Area-Clustered Column
0
1
2
3
4
5
6
7
8
9
10
FY01 FY02 FY03 FY04
Inpercentage
» Product 01 » Product 02 » Product 03
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select âEdit Dataâ.
41
42. Stacked Line With Markers
0
10
20
30
40
50
60
Task1 Task2 Task3 Task4 Task5 Task6 Task7 Task8 Task9 Task10 Task11 Task12
Inmillion
» Product 01
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select âEdit Dataâ.
42
43. Volume - Open - High - Low â Close - Chart
0
10
20
30
40
50
60
70
0
20
40
60
80
100
120
140
160
05-01-2002 06-01-2002 07-01-2002 08-01-2002 09-01-2002
» Product 01 » Product 02
Volume
Open
Low
High
Close
Inpercentage
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select âEdit Dataâ.
43
44. Clustered Bar
0 10 20 30 40 50 60 70 80 90 100
Q1
Q2
Q3
Q4
Unit Count
» Product 01 » Product 02 » Product 03
This graph/chart is linked to excel, and changes automatically based on data. Just left click on it and select âEdit Dataâ.
44
45. Radar Chart
» Product 01
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» Product 02
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45
0
5
10
15
20
25
30
35
03-05-2018
05-05-2018
08-05-2018
12-04-2018
15-05-2018
17-05-2018
47. Our Mission 47
Mission
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Vision
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48. 48
John Albert
Financial advisor
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Victoria Smith
Manager
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Sam White
Web designer
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Tom Parker
CEO
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Meet Our Team
49. About Us 49
Target
Audiences
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Preferred by
Many
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Values
Client
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50. 50
Our Goal
01
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02
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03
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51. Comparison
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Female
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Male
80% 60%
51
52. Dashboard
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20
100
60
40%
(Low)
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20
100
60
80%
(High)
52
53. 75%
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55%
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45%
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Financial 53
54. Quotes 54
When everything
seems to be going
against you
remember
an airplane
takes off against the
wind not with it.
Henry Ford
55. Puzzle
01
02
03
04
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56. Target
01
02
03
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57. Location
50%
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Russia
70%
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Africa
20%
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Canada
40%
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58. Circular
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Your Text
Here
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59. VennThis slide is 100% editable. Adapt it to your needs
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69% 52%
59
60. Mind Map
93% 99%
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61. Silhouettes
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Silhouettes01
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Silhouettes02
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Silhouettes03
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62. Magnifying Glass
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63. Bulb Or Idea
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01
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02
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capture your audience's attention.03
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63