sg capital - mergers & acquisitions \'buy side\' presentation

$: SG Capital - Mergers & Acquisitions \'Buy Side\' Presentation$

SAKS GLOWELI CONSULTING & CAPITAL

Saks Gloweli (“SG”) is a boutique advisory firm which brings a unique service to clients doing business in China and Asia Pacific by combining strategic and managerial consulting expertise with financial advisory expertise. SG’s management team is made up experienced corporate managers, strategy consultants, and finance professionals with both buy/sell side experience. Our team hails from top American Universities with previous work experience from McKinsey & Co, GE Capital, JP Morgan Chase and Lazard. We are sector and stage agnostic advisers that have worked with pre-revenue companies to publicly listed corporations offering a wide range of services on a project/transaction basis or ongoing basis that are tailored to the client’s specific requirements. The SG team leverages its deep market knowledge, vast experience and global network to add value and effect positive change for our clients.

Industry Experience

• Management Strategy Consulting • Financial Services • Investment Banking • Private Equity & Venture Capital • Sourcing and Manufacturing • Logistics and Supply Chain

China

India

Asia Pacific

Focus

International Business

Experience

Top Academic Research & Knowledge

Multilingual Team

Multi Discipline and

Industry Professionals

Why Saks Gloweli

With a team coming from the most prestigious academic and business management programs in the world, SGC brings years of experience in delivering first class advisory services to clients throughout Asia

SGC has worked with small, mid and Fortune 500 companies in Asia and has the resources to handle any corporate challenge within the scope of their core competencies

Copyright © 2012 Saks Gloweli Consulting

Saks Gloweli Capital Services Portfolio


Capital Advisory

Transaction driven financial advisory service

• Mergers & Acquisitions, Divestitures

• Recapitalizations

• Capital Leasing

• Financial Restructuring

• Project Finance

• Private Equity & Venture Capital Advisory

• Privatization Advice

Financial Management Services

Ongoing financial management advisory

service

• Business Valuations

• Asset Valuations

• Shareholder/Business Owner Value Management

• Modeling and Business Planning

• Financial Risk Management

• Virtual CFO Concept

• Mergers & Acquisitions, Divestitures • Recapitalizations • Capital Leasing • Financial Restructuring • Project Finance • Private Equity & Venture Capital Advisory • Privatization Advice

• Business Valuations • Asset Valuations • Shareholder/Business Owner Value Management • Modeling and Business Planning • Financial Risk Management • Virtual CFO Concept

Certified Public

Accountants

Industry Experts

Chinese & International Legal Counsel

SGC’s network of consultants come from diverse disciplines and experiences.

Saks Gloweli is supported by Industry Experts, Accountants

Chinese and American Certified Public Accountant (CPA) that crosschecks and supports the firm’s financial recommendations and decisions that they are in compliance with local Chinese law SGC works with forensic accounting partners with experience in China and in the Asia Pacific Region.

Manufacturing Supply Chain & Logistics Electronics Oil & Gas Banking & Finance Consumer Products Retail

Crosschecks and supports the firm’s financial recommendations and decisions that they are in compliance with Chinese law


Assessment

• Operations

• Corporate strategy

• Fiscal Health

• Sales and marketing

• HR Structure

Strategy

• Benchmarking analysis in all areas included in the assessment

• Refinement of corporate competitive strategy

• Formulation of short, medium and long term goals

Implementation

• Presentation of assessment recommendations

• Process Implementation

• Training management

• Handover

•Operational Efficiency

• Process

Optimization

• Increased Profitability

• Sustained

Growth

Engagement Process

SGC guides the client through the process of the engagement


FOCUS: Experience

Focus: SG Capital l Sector Experience

Regional Experience

• Specialized in market entry into China and India and advises multinationals, SME’s and startups • Experienced in creating and implementing China and Asia growth strategies for global companies • Transactional experience in raising capital, trade sales, credit facilities, strategic mergers ,

partnerships & acquisitions working with Chinese and Western companies, banks & investors. • Experienced in establishing and optimizing supply chain process in China

Network

• SGC has partnerships with accounting firms (SJ Grand), Chinese law firms (ZhongLung) and International Law Firms (Nixon & Peabody).

• Strong relationships with government bodies at the regional, provincial and central level • Deep retail sector network of executive and mid level management in local and western companies.

Experience

• Components distribution industry : global acquisitions in excess of US$ 200 million • Strategic acquisition for vertical integration of quality control systems • Strategic partnerships for Clean-Tech company in Asia • China market entry strategy for global toy brand • Strategic market growth for fashion industry player • Credit Facility and refinancing for publicly listed Company • Currently assisting on M&A deals in fashion, luxury products, home accessories, green energy


Facilitate Transaction with

Due Diligence, Legal, Financial,

Corporate

Open Line of Communication

with selected targets with client

Management

Identify Targets through market

analysis & research through sector

experts & clients internal Knowledge

base

Identify Key Matrix & Criteria in line

with Strategy, Structure &

Company Culture Create Acquisition

Plan

M&A Engagement Process

1 Month 2-3 Months 2-3 Months 2 Months

Overlap

Saks Gloweli

Saks Gloweli SJ Grand (Forensic Accountants ) Zhonglun (Chinese Law Firm) Nixon Peabody ( Intl Law Firm)

Timeline


Acquisition Plan & Metric Basis


• The targeted size of acquisition/partnership candidates • Source of acquisition/partnership financing : total available, capital allocation per sector ? • Desired financial returns and/or operating synergies to achieved post deal execution • Min/Max ranges and rates of acceptable revenue, growth, earnings & net worth • Identifying likely competitive bidders • Nature and types of risk client is willing to assume (versus ones that are unacceptable) • Preference of candidate operational and fiscal health (turnaround, fixer-upper, star) • Members of client team engaged in process with SGC • Preferred geographies of candidates • Desired customer profile of candidates • Human capital retention and integration plans • Tax and financial preferences of deal structure • Ownership/partnership stake preference: Full/Partial, Assets of Division or Stock of Subsidiary

Macro Criteria

• Services benchmark rating, industry standard basis • Technology, existing and R&D pipeline • Market status (leader, tier 1,2 etc.) in its niche and in its geographic region • Brand equity and market share status • History of stable financial and growth performance over different market cycles and conditions • Management Team capabilities ( Operations, technology, Finance, Services) • Kays Capability model ( relationships and capabilities in architecture, reputation & innovation) ) • Scalability of current services and growth potential most deal execution • Min & max range of cash flow, EBITDA, Revenue, purchase price

Micro Criteria

SGC Team

Thomas P. Bispham

Tom Sr. is a senior banking and finance professional with vast experience in project finance, investment banking/M&A, structured & leveraged Finance among others. Mr. Bispham moved to Asia in 1995, when he joined Peregrine Investment Bank to start up its infrastructure project finance business. Prior to that he had been traveling to the region on behalf of Bear Stearns (NY) as Managing Director and Co-Head of Project Finance. He was recognized in 1996 by Independent Energy magazine “for pioneering achievement in the global private power industry.” Mr. Bispham also served as Chief Operating Officer of JPMorgan’s Asia Pacific investment banking business. His transaction history includes representing ESI Energy in its 1988 investment in Zond Systems (now GE Renewable Resources), and helping to design the Danish wind industry guaranty program; Hopewell Holdings in the $2.7 billion sale of its 80% interest in its pan-Asian affiliate, Consolidated Electric Power Asia (“CEPA”), to Southern Electric (now Mirant); advising Entergy in its $50 million equity investment in the Hub River (Pakistan) power project; advising Unocal in financing the development of the Shahbazpur (Bangladesh) Gas Field plus pipeline and power plant projects; and assisting Florida Power & Light’s affiliate, ESI Energy, to become the third largest utility IPP in the US. Tom sits on the board of several companies and is a Director at Saks Gloweli.

Laurent Jacque

Laurent L. Jacque is the Walter B. Wriston Professor of International Finance & Banking at the Fletcher School of Law and Diplomacy (Tufts University) and Director of its International Business Studies Program. From 2004 to 2007 he was Fletcher's Academic Dean and as such responsible for the design and the establishment of the new Master of International Business degree and the Center for Emerging Market Enterprises. Since 1990 he has also held a joint appointment at the HEC School of Management (France) as a Professor of Economics, Finance, and International Business. From 1976 to 1987 he was on the faculty of the Wharton School where he held a joint appointment in the Management and Finance departments. A recipient of four teaching awards at The Wharton and Carlson Schools, Jacque received the James L. Paddock award for teaching excellence at The Fletcher School in 1996. He is a consultant to a number of firms in the area of corporate finance and risk management and has taught in many Management Development Programs, including Merck, Sharp & Dohme, General Motors, Bunge and Born (Brazil), Rhone-Poulenc (France), Siam Commercial Bank (Thailand), Daewoo (South Korea), General Electric, Dupont de Nemours, Norwest Bank, Bangkok Bank (Thailand), INSEAD, Pechiney, Petrobras and the IFC (World Bank group). Laurent Jacque is a graduate of HEC (Paris) and received his MA, MBA and PhD from the Wharton School (University of Pennsylvania).

Sid Mewara

Sid holds an E-MBA from the Wharton School of Business at the University of Pennsylvania and is enrolled at Oxford University for the Advanced Management and Strategy Program. Sid has worked with global companies across various sectors as a management consultant at McKinsey & Co. He then worked in the semiconductor distribution and supply chain industry in the US and China, managing the Asian operations of a PLC German company where he serviced the OEM industry and managed their supply chain and inventory control systems. Sid specializes in market entry and business development strategy for stage and sector agnostic companies to help them grow and develop their business in China and Asia . He has assists clients in raising capital from Private Equity and Venture Capital investors across various industries, sector and stages of growth. Sid has assisted and managed M&A deals for SME to MNC level companies from both buy and sell side. He is a financial and strategy adviser to many firms within the PE , VC, Distribution, manufacturing and heavy Industry in China and greater Asia. Sid holds a position on the board at True Wind Consulting, an HR consulting firm and Beepo Electric Vehicles a electric commercial vehicle manufacturer. He is also an advisor at Guide-Point Global and a guest business columnist at Shenzhen Standard. Sid is the Founder and Managing Director of Saks Gloweli Consulting & Capital.

http://cn.linkedin.com/in/sidmewara

Olivier Jacque

Olivier holds a BA from the University of Pennsylvania. Prior to joining Saks Gloweli Capital, Olivier worked for Lazard Real Estate Partners; a real estate private equity fund based in New York City and was responsible for identifying strategic acquisition, disposition and recapitalization opportunities. During his time there, he worked on a major corporate recapitalization of an assisted living company while also implementing the fund raising aspects for a large redevelopment project of the portfolio as well as securing a credit line from institutions. In addition, Olivier is the General Partner of multiple real estate investment vehicles in multifamily housing with total assets close to $10 million in the Mid-West. Prior to that Olivier worked at Deutsche Bank in their emerging markets fund. Olivier is a guest lecturer at the Business School at Shenzhen University and is a speaker at local business forums. Olivier is Director at Saks Gloweli Capital.

Anniruddha Jain

Anniruddha holds an MBA in finance from Pepperdine University. He has extensive principal investing and financial management experience and has worked in investment banking, private equity and financial services. He has raised over $100 million in M&A and has led transactions in active sports & recreation, sustainable living, organics, fair trade, renewable energy, healthy nutrition, wellness and relaxation/leisure. At North Castle Partners (NCP) a private equity fund he was responsible for investigation and lead generation of non-solicited deals, financial modeling and due diligence. Prior to NCP Anniruddha worked at GE Capital International Services (GECIS) for five years where he had several diverse roles ranging from project management to portfolio management. AJ is a graduate of GECIS’s highly competitive internal leadership development program ‘Fastrax’ (1% selection rate). He also earned GECIS’s “Management Excellence Award” for exceptional people and process management skills. AJ holds a BA Honors degree in Economics from Delhi University, India.

Stephen Browne

Stephen Browne has a degree and master's degree in civil and environmental engineering from Trinity College Dublin, Ireland. Stephen also holds an MBA from IESE, Spain. Stephen worked for 4 years as engineering project manager completing large infrastructure projects in Japan and Ireland. He then worked for 6 years with the Maersk shipping group as supply chain consulting manager, implementing world class projects for customers such as IKEA, GE, Walmart and Target corporation. During this time Stephen's team brought in over EUR100m of new business for the group. Since 2007 Stephen has been based in China and is currently leading a private equity turn around of Spanish-owned manufacturing enterprise in southern China. Stephen manages the supply chain consulting practice at SG consulting and is actively involved in turnaround and value optimization engagements at SG Capital. He is comfortable working in English, Spanish, French and Mandarin Chinese.

http://cn.linkedin.com/pub/stephen-browne/0/153/a6b

Case Study Description/Overview: • Client was a South Korean bio technology company (a.k.a “Company”)with market presence in South Korea, Japan and Europe selling mid-

market medical devices. • Headquartered in Seoul, the Company wanted to expand into China and hired SG Capital to help it evaluate the strategic and financial

considerations SG Capital: • SG Capital conducted a strategic and financial assessment of the Company

o SG Capital drafted the Company’s Market Entry Strategy o SG Capital identified inefficiencies in the Company’s Capital structure and penned a valuation o SG Capital devised an IP strategy to preserve the Company’s core assets o SG Capital identified the appropriate leadership to bring to the Company for the China market

• SG Capital sourced a JV partner that matched the needs of the Company: o Mid-market Chinese Company headquartered in Shenzhen and listed on the Hong Kong Stock Exchange with strong distribution

channels throughout Mainland China and South East Asia o JV partner also had a strong track record of securing Chinese FDA approval

• In the process, SG Capital re-financed above market rate debt to HIBOR/SIBOR indexed debt and raised incremental equity-based capital To this transaction SG Capital was able to bring the follow expertise:

Strategy Consulting Financial Advisory Legal/IP Expertise Accounting Expertise Industry Specialist

With the combined expertise of Strategy Consulting and Investment Banking , SG Capital brings to every transaction a level of sophistication and understanding that other firms are unable to provide .

SG Capital Case Study:


Hong Kong

Level 3, Three Pacific Place, 1 Queen's Road East, Hong Kong Phone : 852 2588 3415 Fax : 852 2588 3499

sg capital - mergers & acquisitions \'buy side\' presentation

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