pwc corporate finance @ hsg investment club

Corporate Finance

PwC Corporate Finance / M&A

@ HSG Investment Club

March 2012

Who we are

Dr. Marco TremonteSenior Manager

With PwC since 2004

Education:lic. oec. publ & Ph.D. in FinanceUniversity of Zurich

[email protected]

Matthias BelerSenior Consultant

With PwC since 2008

Education:Masters degree in FinanceUniversity of Berne, Singapore Management UniversityCFA Level III candidate

[email protected]

2

[email protected]

Michael HuberSenior Consultant

With PwC since 2008

Education:Masters degree in Finance, Controlling and BankingUniversity of BaselCFA Level III candidate

[email protected]

Mario HolzerSenior Consultant

With PwC since 2009

Education:Master of FinanceHEC Universit de Lausanne, UCLACFA charter pending

[email protected]

We are all former PwC Corporate Finance / M&A interns

Todays agenda

1. Welcome

2. Introduction to PwC Corporate Finance / M&A

3. Your Internship @ PwC Corporate Finance / M&A

4. Further information about a career @ PwC

33

4. Further information about a career @ PwC

Introduction to PwC Corporate Finance

Corporate Finance / M&A in the context of PwCsorganization

Assurance Tax and Legal

PwC SwitzerlandAdvisory

(300 employees)

Deals(100 employees )

Consulting(200 employees)

5

Assurance(1300 employees)

Tax and Legal(760 employees)

PwC has a strong international network with more than9000 professionals in the fields of corporate finance, duediligence services and other transaction advisory services.

This international network enables the Swiss PwC deal teamto access transaction specialists in more than 150 countriesaround the globe to ensure your transaction becomes asuccess.

Transaction Services /Due Diligence(50 employees)

Corporate Finance /M&A

(50 employees)

PwC Corporate Finance Leading in the middle-market

M&A mid-market advisors in Switzerland(Max. deal value: EUR 500 m)

M&A mid-market advisors in Europe(Max. deal value: EUR 500 m)

Rank Com pany Nam e Value(EUR m n)

# ofDeals

1 PwC 863 15

2 KPMG 524 14

3 BDO LLP 546 10

4 Goldman Sachs 1 '27 2 9

5 Credit Suisse 1 '566 8

Rank Com pany Value(EUR m n)

No. ofDeals

1 KPMG 5'902 188

2 PwC 5'566 174

3 Rothschild 17 '126 136

4 Ernst & Y oung 5'298 120

5 Deloitte (formerly Deloitte & Touche Corporate Finance)3'604 117

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Source: mergermarket

Period: 1.1.2011 31.12.2011Top 15 Ranked by number of deals

Period: 1.1.2011 31.12.2011Top 15 Ranked by number of deals

5 Credit Suisse 1 '566 8

6 Ernst & Y oung 445 8

7 M&A International Inc 19 8

8 UBS Inv estment Bank 907 7

9 Lazard 628 7

10 Global M&A - 7

11 Bank Sarasin & Cie AG 7 61 4

12 Bank of America Merrill Ly nch 498 4

13 BNP Paribas SA 37 4 4

14 Swiss Capital Group 17 8 4

15 Altium Capital 115 4

5 Deloitte (formerly Deloitte & Touche Corporate Finance)3'604 117

6 Lazard 11 '135 88

7 BDO LLP 1'967 66

8 M&A International Inc 607 65

9 UBS Inv estment Bank 10'453 59

10 DC Adv isory Partners 2'687 59

11 BNP Paribas SA 6'463 58

12 Goldman Sachs 10'307 57

13 Bank of America Merrill Ly nch 11 '7 84 56

14 Leonardo & Co. 3'7 99 54

15 Credit Suisse 9'97 6 49

Our Corporate Finance Team in Switzerland

Corporate Finance Team

Corporate Finance /M&A Valuation

Business Valuation Fairness Opinions

Disposal Advisory Acquisition Advisory

Industries

Consumer andIndustrial Products andBusiness Services

Real EstateConsulting

Portfolio transactions Investment analysis (Due

Diligence)

Some 50 professionals

7

Extensive market coverage.Largest middle-market team in Switzerland.

Real Option Valuation Capital Structure Consulting Shareholder Value

Management Intellectual Asset

Management Privatisation Project Finance Purchase Price Allocation

Public to Private MBO / MBI Fund Raising JVs and Alliances

Business Services

Financial Services

Technology,InformationCommunication andEntertainment

Energy

Pharma, Biotech andChemicals

Diligence) Valuation Feasibility studies Portfolio & strategy analysis Market & production site

analysis

PwC Corporate Finance Switzerland SelectedTransactions

This announcement appears as a matter of record only.

A world market leaderfor mobile DRM technology

was sold to

prior shareholders and the management

acquired 100% in

A consortium consisting of


has invested in

This announcement appears as a matter of record only. This announcement appears as a matter of record only.

acquired the Convenience Business from

a leading Swiss logistics companywas sold to


was sold to

This announcement appears as a matter of record only.This announcement appears as a matter of record only.

Arrangement of an acquisitionand workingcapital credit facility for

A Leading Swiss Management Consulting


to

have acquired


acquired 100% of

SAAB SPACESAAB SPACE

has sold

a leading Swissanimal health company to


PwC acted as sole financial advisor toHOCHDORF Holding AG

sold HOCHDORF Nutribake AG, a tradingcompany active in the bakery industry, to

a global player active in the development,production and marketing of bakery ingredients

April 2011Corporate Finance


EM Test AG (CH-Reinach BL) and its independentsister company EM Test GmbH (DE-Kamen)

have been acquired by

RETE Holding AG,a NewCo formed by

Corporate Finance


PwC acted as sole financial advisorto the sellers of the EM Test Group Companies


PwC acted as sole financial advisor to theshareholders of Lavasoft AB

was sold to

Solaria a Canadian private equity firm

Corporate Finance


PwC acted as Lead Advisor to Vontobel Group

set up partnership for a joint rangeof securities insourcing services

and

Corporate Finance

the international airport operator companydisposed a minority stake in

GVK Power & Infrastructure Ltd

Corporate Finance


to

PwC provided financial advisoryservices to Unique (Flughafen Zrich AG)

NIBE Industrier AB, Sweden

through a public tender offerin the amount of CHF 638 million

PwC Switzerland acted as sole financial advisorto the Schulthess Group


acquired

the publicly listed

Switzerland

Corporate Finance

sold its Heating Element Division inAarau, Switzerland to

The division will form part of theBacker Group within NIBE Element and

operate as Backer ELC AG

NIBE Industrier AB, Sweden

PwC Switzerland acted as sole financial andlegal advisor to AB Electrolux, Sweden

Corporate Finance


PwC acted as sole financial advisor to theshareholders of Otto Weibel AG

a leading manufacturer of wood coatings andpaints

was sold to

an international industrial holding company

Mai 2011Corporate Finance

This announcement appears as a matter of record only. This announcement appears as a matter of record only.

Corporate Finance

PwC acted as Lead Advisor to OC Oerlikon AG

sold its

Optics business in Shanghai

to EIS Optics Limited,a UK based company owned by

and

A leading Swiss technology company

PwC fhrte und strukturierte im Auftrag derAktionre der Cipag AG den gesamten

Transaktionsprozess

Elcotherm AG, eine Tochtergesellschaftder in der Sanitr- und Heizungstechnik

international fhrenden Ariston ThermoGroup

bernimmt

die Cipag AG, ein Marktfhrer im BereichWassererwrmer in der Schweiz

Juli 2011


Corporate Finance

8

to

sold

Corporate Finance


PwC acted as sole financial advisorto Zehnder Group

sold its ConnectorBusiness to

a subsidiary of

Corporate Finance


PwC acted as sole financial advisor to Rexel Group


PwC acted as sole financialadvisorto Schweizerische Depeschenagentur

acquired the Swiss operations ofAP International from

by means of a cooperation-and license agreement

Corporate Finance

PwC acted as sole financial advisor to theshareholder of Grossauer Elektro-Handels AG

was sold to

Elektro-Material AG, Switzerland,a subsidiary of Rexel Group, France

December2010Corporate Finance


a leading biopharmaceutical company

was sold to


PwC acted as sole financial advisor to the sellingshareholders of OM Pharma

Corporate Finance


PwC acted as Lead Advisor to Ascom

sold

its Powerline Communications activities

to

Corporate Finance


sold

Georg Fischer Logimatik AG

to

PwC acted as Lead Advisor to Georg Fischer AG

Corporate Finance


PwC acted as Lead Advisor to Fantastic AG

sold OmniCast Dispatcher Product Line

and

US-Business Unit to

Corporate Finance


PwC acted as Lead Advisor to Systor AG

was sold to

Corporate Finance


PwC acted as Lead Advisor to Georg Fischer AG

sold

Georg Fischer Speditionslogistik AG

to

Rhenus Alpina AG,Basel

Corporate Finance

PwC acted as Lead Advisor to SDC AG

Corporate Finance

Technologies International SA

Corporate Finance

PwC acted as sole financial advisorto Astorg Partners

LIBERO Commodities AG, Switzerland

PwC Switzerland acted as sole financial advisor toLIBERO Commodities

Corporate Finance

PwC Switzerland acted as sole financial advisor tothe shareholders of Hilcona AG

Corporate Finance

Bell AG, Switzerland

PricewaterhouseCoopers acted as sole legal andfinancial advisor to the selling shareholders

of General Transport AG.

Corporate Finance

PwC acted as sole financial advisor to theshareholder of Mrtens Transportbnder GmbH

an independent german trading company

Corporate Finance

A Leading Swiss Management ConsultingCompany

PwC acted as Lead Advisorto Lodestone Management AG

Corporate Finance

PwC acted as Lead Advisor to APA Austria PresseAgentur and Schweizerische Depeschenagentur

A leading Swiss imageagency

Corporate Finance

PwC acted as Financial Advisor to Ruag

Corporate FinanceCorporate Finance

PwC acted as sole financial advisor to Hochdorf AG

sold itsMedical Business Division

for CHF 105 million to

a portfolio company of

Corporate Finance


PwC acted as sole financial advisorto COLTENE Holding AG

Acquisition of the Majority Stake bythe Minority Shareholder viaLeveraged Recapitalization


Corporate Finance

PwC acted as sole financial advisorto the Minority Shareholders


PwC acted as Financial, legaland tax Advisorsto Emmi Group

has acquired

Corporate Finance


sold itsFilament Extrusion Business,

part of Rieter Machine Works Ltd., Winterthur,

to

Munich

Corporate Finance

PwC acted as sole financial advisor to Rieter


a leading Swiss convenience food companywas sold to the management and

Corporate Finance

PwC acted as sole financial advisor toOrior Holding SA, a wholly owned subsidiary

of Pargesa Holding SA


PwC acted as sole financialadvisor to the sellingshareholders of OM Pharma

was sold to

Corporate Finance

KIBAG Group

the Dbendorfer Groupcombines its business units with

Corporate Finance


PwC acted as sole financial advisor to the sellingshareholders of Dbendorfer Group

Corporate Finance

sold

Rieter Textile Machinery France SAS, Valence

to

Saint Genis Laval


PwC acted as sole financial advisor to Rieter

a leading Swiss food companywas sold to the management and


Corporate Finance

PwC acted as sole financialadvisor to the selling shareholder of KADI AG.

a subsidiary of NewMarket Corporation

PwC acted as Financial Advisor to KORAS AG

Polartech Additives Holding AG andPolartech Additives China Holding AG

sold

to


Corporate Finance

Your Internship @ PwC Corporate Finance / M&A

Introduction to the field of Mergers & Acquisitions

10

An example of a disposal process

Negotiations& Closing

Evaluation &Due DiligenceMarketingPreparation

Phase I(6 8 weeks)

Phase II(4 6 weeks)

Phase III(4 8 weeks)

Phase IV(4 6 weeks)

Business analysis andpreparation of sales story

Normalization of financialstatements anddetermination of sustainable

Initiation of contact based onagreed long list

Confidentiality agreement Dispatch of information

Evaluation and clarificationof offers received

Redefinition of sales strategy Short-list bidders

Selection of preferredinvestor(s)

Negotiation of transactionagreement

11

Disposal process is conducted in a controlled auction process

determination of sustainableearnings level

Preparation of salesdocumentation

- Short profile (teaser)- Information

memorandum- Process letters

Identification of potentialinvestors (long list)

Dispatch of informationmemorandum

Solicitation of nonbindingoffers

Preparation of electronicdata room

Preparation of transactionagreement

Short-list bidders

Management presentationand site visits

Organization of data roomdue diligence and Q&Asessions

Revised quotations incl.mark-up to transactionagreement

Signing and closing

Job content as a Corporate Finance / M&A intern

Company and market research

Desktop and data base research on various companiesand industries

Data gathering with numerous financial data bases(e.g. Bloomberg, mergermarket, dealogic)

Other tasks

Elaboration of pitch presentations

Supporting team in administrative tasks

.

12

Tasks in M&A projects

Information Memorandum

Preparation of financials statements

Long List (potential buyers)

Preparation of electronic data room

Supporting project manager in various projectassignments

PwC Corporate Finance/M&A vs. InvestmentBanks

Pros

Assumption of significant responsibilty from day one

Very steep learning curve

Involvement along the entire transaction process due to smaller project teams

Possibility to work on a broader spectrum of mandates (succession cases, PE deals, capital market transactions,

start-ups, business plans, valuation mandates, etc.)

13

Work-life balance (no face-time culture)

Possibility to compensate/getting renumerated for extra-hours worked

In-house experts for assurance, tax&legal -> 1 stop shop

More deals

Potential Cons

Less direct capital markets exposure

Smaller deals

Less prestigious

Lower bonus payments (salary per hour might be higher, though)

PwC Corporate Finance / M&A work experience ishighly respected and appreciated in the market

Investment Banking

14

Corporate Finance

Not all interns turn out to be lucky or have the skills for staying permanently with the PwC Corporate Finance team.

However, work experience within our team is highly respected in the market and serves as a door opener for some of themost prestigious positions, apart from staying with us.

Strategy consulting

Private Equity / Family Offices

Further information about a career @ PwC

Talent need @ PwC Corporate Finance

6 months

Corporate Finance Zurich (fluency in German & English required)

6 months 6 months

February/March 2012

August/September 2012

February/March 2013

2 interns hired 1-2 interns needed 1-2 interns needed

PwC 16

Corporate Finance Geneva (fluency in French & English required)

2 interns hired 1-2 interns needed 1-2 interns needed

6 months 6 months 6 months

February/March 2012

August/September 2012

February/March 2013

1 intern hired 1 intern needed 1 intern needed

Corporate Finance/M&A recruiting process

1. Online application*

Register at www.pwc.ch/online-application and fill in the application form.

2. Online assessment (30 minutes)

At this stage we are most interested in knowing more about you as a person, your values and attitudes, as well as

finding out what your English skills are like.

3. Interview day: Meet PwC & Office test, MMI, interview, case study (about 4.5 hours overall)

Meet @ PwC & Office test: The first part is an opportunity for us to meet for the first time and get to know each other.

PwC 17

In the second part of this meeting, you will be invited to take part in a detailed online assessment at PwCs offices.

This test is designed to assess your behaviour and skills in terms of the competencies we at PwC deem to be

important.

MMI: General Q&A that is structured exactly the same for all candidates applying for the same job on the same basis.

In addition to the defined competencies, your interview will also address your strengths, interests and experiences,

and your behaviour.

Interview: Dedicated Q&A for the Corporate Finance/M&A position.

Case study: Analytical skills and knowledge about relevant technical topics in the field of Corporate Finance/M&A.

4. Hiring & Integration

* HSG Investment Club applications should be directly sent to Mr. Tobias Boersig ([email protected]) who is responsible forthe Corporate Finance/M&A recruiting process. No online application needed.

Career path

Attractive clients and teamwork

Partner

Senior Manager

Director

PwC

Individual training and continuing education

International working environment

Cooperation across service lines

Junior Consultant

Manager

Consultant

Senior Consultant

18

Training opportunities

Swiss Certified Public Accountant / Swiss Tax Expert / Fiduciary / CFA /CISA

- On the job/coaching- Internal preparation courses- Expert training courses- Time and financial support

Special industry training

Language classes

PwC

PwC Switzerland invests every year more than 11% of total fee revenuesinto learning & development.

Personal development

Dissertations

19

How about joining PwC?

This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should notact upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express orimplied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law,PricewaterhouseCoopers AG, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for anyconsequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decisionbased on it.

2012 PricewaterhouseCoopers AG. All rights reserved. In this document, PwC refers to PricewaterhouseCoopers AG which is a memberfirm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

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