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The Art of Strikinga Good DealYour Advisorin Business Transactions2019
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsOur transaction advisory team helps clients solve crucialbusiness issues, such as strategic decision-makingin acquisitions, sales or business re-organisations,including valuations, tax and legal structuring and duediligence. As part of transactions, we provide our clientswith comprehensive financial, corporate, legal and taxadvisory services. Our clients include multinational, localand family businesses as well as their owners, privateinvestors, private equity funds, insolvency trustees,financial institutions and state administration.Deloitte’s office in Prague can offer an experienced teamof more than 60 financial, tax, legal and commercialspecialists in transaction advisory who boast ampleknow-how and knowledge of mergers, acquisitionsand corporate finance in the Czech Republic andabroad. We closely cooperate with Deloitte offices inover 150 countries worldwide. Our individual servicescombined with a wide scope of activities on the marketand the possibility of drawing from the know-how ofDeloitte Touche Tohmatsu member firms allow us torespond to the challenging and diverse needs of ourbusiness partners.23
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsAwards andrecognitions2019 recognitions Corporate Finance Mergermarket:#1 Financial Advisor to Global M&A bydeal volume, H1 20192018 recognitions Corporate Finance Mergermarket:The most active investment bank M&Aadvisor in the world (2018) M&A Services ALM Intelligence: GlobalLeader in Transactions - AcquisitionsConsulting Forensic IBM: Worldwide WatsonFinancial Services, Industry PlatformBusiness Partner of the Year Analytics Gartner: Worldwide leader inData Analytics Services M&A Services ALM Intelligence: Globalleader in Divestitures Consulting45
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsManaging Acquisitionand Sale ProcessesAre you going to enhance your business throughan acquisition or sell your company as best possible?Deloitte has an expert team withextensive experience gained in numeroustransactions all over the world. Ourknowledge and experience will helpyou increase the chance of concludinga transaction at minimal risks and at thebest price possible.Jan BrabecPartner 420 606 630 260jbrabec@deloittece.comJosef KotrbaPartner 420 603 177 388jkotrba@deloittece.comIn acquisitions, we help our clients duringthe entire investment decision-makingprocess – from the investment strategydevelopment to searching for investmentopportunities in a given sector and country,transaction structuring and negotiating withtarget owners all the way to the closing andsettlement of the transaction. If there isa need for external funding, you can benefitfrom our wide network of establishedcontacts with banks and various types ofinvestors, ranging from wealthy individualsto private equity funds.In the sale process, our services includethe development of a sale strategy,identification of and addressing potentialbuyers using our global contacts,preparation of information memoranda onbusinesses, assessing individual offers madeby potential buyers, the final negotiationsand transaction settlement.We also provide expert advisory tocompanies, creditors, insolvency trusteesand investors in respect of businessesunder financial distress.6Our services: Acquisition advisory; Assistance in fund raising;Selected references:Financial Advisor toFinancial advisor toFinancial Advisor toIn the sale of the companyIn the sale of the companyIn the sale of the company Sale-side advisory; and Company reorganisation advisory.2016Czech Republic2019Czech Republic2016Czech RepublicFinancial Advisor toFinancial advisor toFinancial Adviser toIn preparation the acquisition strategyfor CEZ ESCOIn the sale of the companyIn the sale of 50% stake in Papcel toBohemia Industry20172018Czech RepublicCzech Republic2017Financial Adviser toFinancial Adviser toFinancial Adviser toIn the sale of the companyIn the acquisition of 100% share inBrück AMIn the sale of the company201820182017Czech RepublicCzech RepublicCzech RepublicCzech Republic7
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsRestructuringServices AdvisoryIn a dynamic environment, companies and their management often gothrough the stages of overlooking and refusing the existence of issues.Radim BašeDirector 420 733 626 585rbase@deloittece.comCompanies and stakeholders need toimplement corrective measures in a timelymanner regardless of the nature of theproblem. If the company’s performanceis not sufficient, we may provide supportto the client and make sure it implementsthe necessary measures before it is toolate. In the event of an impending liquiditycrisis, it is vital that a thorough situationand finance analysis be performed in orderto achieve cost optimisation and arrive ata timely solution.Deloitte’s restructuring specialistscooperate with clients in helping theircompanies find a way out of financial andoperating difficulties. We systemicallyaddress key strategies, transactions,infrastructure and financial difficulties.Comprising professionals with expertiseacross different sectors, our teampromptly identifies problematic areasand activities leading to immediatestabilisation, provides specialist advisoryto improve the company’s operationsand performance, and prepares debtstructuring and refinancing solutions. Ifneeded, we also have extensive specialisedknowledge and experience in insolvencyproceedings advisory.Restructuring services advisoryincludes: Independent assessment of thecompany; Stabilisation of cash flows and liquiditymanagement; Funding or sale of the company indifficulties; Financial restructuring and refinancingof debt; Operational restructuring andimprovement in performance;Selected references:Financial Adviser toEuropeanmanufacturing groupDeloitte assisted with stabilizing operationsand realizing a sales process in a preinsolvency moratoriumDeloitte provided advisory services tobondholders related to the restructuringand insolvency of OKD20172016Czech RepublicCzech RepublicDeloitte assisted with assessing contingencyoptions for a Czech subsidiary of the group2016Czech RepublicFinancial Adviser toFinancial Adviser toFinancial Adviser toDeloitte assisted with assessingcontingency options and securing financingfrom regional authoritiesDeloitte prepared an IndependentBusiness Review of the textile producerVEBA, textilní závody a.s.Deloitte assisted the insolvency trustee withthe distribution of sale proceeds to creditors20172017 Crisis management and CRO services; Alternative scenarios planning; Bankruptcy/reorganisation services; and Discontinuation of activities and thecompany’s liquidation.2016Czech RepublicCzech RepublicCzech RepublicFinancial Adviser toFinancial Adviser toFinancial Adviser toDeloitte assisted with assessing contingencyoptions and securing financing from regionalauthoritiesDeloitte advised the client on the financialstrategy of the groupDeloitte assisted the insolvency trusteewith the financial assessment of selecttransactions20178Financial Adviser toFinancial Adviser toCzech Republic2017Czech Republic2017Czech Republic9
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsDueDiligenceEvery strategic decision, such as the sale or purchase of a company,is typically preceded by an assessment of the related risks.Dušan ŠevcPartner 420 734 797 426dusevc@deloittece.comPavel PiskáčekAssistant Director 420 737 276 915ppiskacek@deloittece.comPeter SmataníkAssistant Director 420 731 140 737psmatanik@deloittece.com10To help with their decision making, mostinvestors use due diligence, which precedesthe transaction and has the principal aimof confirming the underlying investmentassumptions and identifying and assessingthe risks that the transaction mightinvolve. Deloitte is one of the leading globalproviders of these services, benefiting fromits wide network of specialists who dealexclusively with due diligence and follow-uptransaction and post-transaction advisory.The product of due diligence carried outby our specialists is typically a reportaddressed to the buyers or sellers, whichbriefly summarises, in a practical anduser-friendly manner, the principal findings,implications and recommendationsconcerning the key aspects of the plannedtransaction, and which can also bepresented to other entities that are to takepart in the transaction funding.We also support our clients duringnegotiations of the transactiondocumentation when we closely cooperatewith our lawyers or the client’s lawyers inorder to ensure that all the agreed-uponfinancial aspects, including the purchaseprice mechanism, are duly reflected in thetransaction documentation.Our services: Acquisition due diligence; Vendor due diligence;Selected references:M&A Transaction Services Provider toM&A Transaction Services Provider toM&A Transaction Services Provider toin the acquisition of majority stake inValosun a.s.in the acquisition of 100% in Hame Group(food manufacturer, famous for its pate„Majka“)in connection with the financial VDD andtax fact book on Netretail Group (CE onlineretailer mall.xx and mimovrste.si)201520152015 Financial, tax and legal due diligence; Commercial due diligence; and Sale and Purchase Agreement advisory.Czech RepublicCzech RepublicCzech RepublicM&A Transaction Services Provider toM&A Transaction Services Provider toM&A Transaction Services Provider toin the acquisition of PSA FINANCE CESKAREPUBLIKA, s.r.o. and PSA FinanceSLOVAKIA, s.r.o.in the acquisition of a 51% share in D2G byGenesis Private Equity Fund IIIin the sale of 100% share in Slevomat.cz,s.r.o. (Vendor DD)201620172017Czech RepublicCzech RepublicCzech RepublicM&A Transaction Services Provider toM&A Transaction Services Provider toM&A Transaction Services Provider toin the acquisition of the PepsiCo operationsin the Czech Republic, Slovakia and Hungaryin the disposal of 100% stake acquired byELCOM INDUSTRY PARTNERS, a.s.in the sale of 100% share in VUES Brno s.r.o.(currently Moog Brno s.r.o.) – vendor duediligence201820182018Czech RepublicCzech RepublicCzech RepublicOur experience includes projects notonly for local companies, but also formultinational companies and private equityfunds.11
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsCommercial Due Diligenceand Post-AcquisitionIntegrationTereza BůžkováAssistant Director 420 731 635 036tbuzkova@deloittece.comThe Deloitte CDD team assists PrivateEquity funds and corporate investors withcreating and revising business plans forcompany acquisitions, but also for planningcompany strategy. Our analyses focus onrevisions of the market environment, thecompetitive position of the company, andassessing the achievability of the businessplan. Deloitte can offer a wide networkof experts who have specific experiencein a whole range of industries and whoseknowledge is useful when working on projects outside the Czech Republic.Our servicesVilém VidenkaManager 420703468480vvidenka@deloittece.com Commercial Due DiligenceCompany acquisitions represent anopportunity for the growth of addedvalue and profit, but they also involvea certain amount of risk. Our team canprovide a comprehensive revision ofthe business plan, identify and quantifythe risk areas and provide qualitativeand quantitative information on thecompany that is being considered foracquisition. Part of our work is a detailedrevision of the market development andthe position of the company, as thesemay have a significant impact on thedevelopment of the future revenuesand profit. We also provide added valuethrough assessing the risks related topossible synergies.revenues. This is why we also provideassistance with the preparation of thetakeover and integration plan for thetarget company; if necessary, we alsoassist with the integration itself. Ourteam has experience with the postacquisition integration of companies ofvarious sizes and from various industries.We are able to support companies notonly with a detailed D1-D100 planningacross all business units but if necessaryalso assist with the post-completion planexecution.”Our team works witha number of companies ofvarying sizes, from startups all the way to wellestablished companieswith an internationalscope of activity. We haveexperience in a widerange of industriesand benefit from theexpert knowledge of ourinternational specialists.” Post-Acquisition IntegrationAccording to available statistics, onlyabout 40% of transactions are followedby successful integration in which theplanned synergies are achieved in thearea of cost reduction and increasing1213
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsTaxAdvisoryAs part of due diligence, tax advisory focuses on tax risksand their possible impacts on the value of businesses.Miroslav SvobodaPartner 420 605 234 106msvoboda@deloittece.comMichal TrnkaSenior Manager 420 606 553 320mtrnka@deloittece.com14Our team specialised in mergers andacquisitions consisting of professionalswith long-term experience in the areaof mergers, sales and restructuring willguide you through the tax difficulties ofthe transaction. Our professionals haveexperience with working for significantCzech as well as international clientsincluding private equity funds.As part of each structuring process, weprepare reports for a wide range of users,primarily for investors, financing banks orlegal advisors implementing the acquisitionstructure. Depending on the type and thenationality of the investor, we prepare theacquisition structure namely with regardto an effective debt service and provisionof sufficient collateral to banks, tax aspectsrelated to the interest on acquisitionfunding, and minimising the transactioncosts. Structures that we design also takeinto account a potential tax effective sale ofnon-productive assets or affiliated parts ofthe enterprise, the use of sufficient fundsand partially also the repatriation of profitsto investors, with the realisation of theIPO or direct sale of the target companyor the holding structure by shareholders,partners or investors. We also provideour clients advice and share with themexperience in the area of creating jointventures from the perspective of theirfunctioning and the subsequent settlementamong co-investors.Our services: Tax review and assistance in thecorrection of identified deficiencies andrisks; Tax structuring of the acquisition, sale,refinancing, creating a joint venture, IPOand various restructuring; Assistance in the implementation ofthe acquisition structure includingcoordination of the whole process; Tax efficiency analysis of and potentialrecommendations on how to achieve it;Selected references:M&A transaction services provided toM&A transaction services provided toM&A transaction services provided toIn the acquisition of the 100% share in theHamé Group (food producer renown forMájka pâté)In relation to the financial VDD and thepreparation tax fact book of the NetretailGroupIn the sale of a 90% share in SINGING ROCKs.r.o. to Rudolf Bochenek201520152015Czech RepublicCzech RepublicCzech RepublicM&A transaction services provided toM&A transaction services provided toM&A transaction services provided toIn the acquisition of the majority share inValosun a.s.In the acquisition of a 39.92% share in Travelservice a.s.In the acquisition of venture of InternetPb s.r.o. (providing internet connection inPribram region)201620162016 Tax advisory in the preparation ofpurchase agreements; and Tax modelling including the estimate offuture tax obligations, the amount ofrelated payments and an estimate offuture effective tax rate for the periodcovering the business plan.Czech RepublicCzech RepublicCzech RepublicM&A transaction services provided toM&A transaction services provided toM&A Transaction Services Provider toIn the acquisition of 47% share in the POSMedia group to Genesis Private Equity Fund IIIin the sale of 100% share in VUES Brno s.r.o.(currently Moog Brno s.r.o.) from NollothS.A.in the disposal of 100% stake acquired byELCOM INDUSTRY PARTNERS, a.s.201720172018Czech RepublicCzech RepublicCzech Republic15
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsBusiness Valuation andFinancial ModellingAre you looking for a professional valuationand not just a maths exercise?Roman LuxAssistant Director 420 603 250 837rlux@deloittece.comPetr ČihákAssistant Director 420 246 042 635pcihak@deloittece.com16We have extensive experience with valuingshares, enterprises and tangible andintangible assets in various commercialsituations, even for the purposes of legaldisputes and arbitrations. Valuation requiresa thorough knowledge of economic andindustrial trends, operations of the givencompany and its competitors. It is alsonecessary to take into account furtherfinancial and non-financial information,such as legal and regulatory environments.Quality valuation services are a combinationof analysis, experience and expertjudgement.Our practice-oriented approach is basedon the knowledge and experience gainedevery year in conducting significant projectsin the Czech Republic and abroad and isdistinguished by professional precision andthoroughness. In addition to providing purevaluation services, we cooperate closelywith our professionals specialising in theindividual industries or specific issues withinthe four basic areas of our services – audit,taxes, management consulting, and financialadvisory. As a result, we provide integratedsolutions tailored to the needs of our clients.Our services: Investment analysis as part of mergersand acquisitions;Selected references:Valuation of a part of the business Valuation of companies and their parts; Financial advisory; Purchase price allocation; Valuation of intangible assets, legaladvisory in the area of intellectualproperty;O2 Czech Republic a.s. in relation tothe spin-off of Česká komunikačníinfrastruktura a.s.2015Czech RepublicConfidentialValuation for litigation related to squeezingout minority shareholders in the largestfinancial company in the given industry2016Czech RepublicValuation analysis for EPH in relation to theallocation of the purchase price within anacquisition of Slovenské elektrárne2017Czech Republic Financial modelling; andLatvian Ministryof Economics Damage and lost profit assessment.ConfidentialFinancial model and valuation of a part ofCEZ a.s., including complex implicationson the whole group for the purpose ofa contemplated saleFinancial model for the Latvian Ministry ofEconomics in relation to a contemplatedacquisition of a gas distribution company20172018Czech RepublicCzech RepublicExpert in an international arbitration inthe energy industry related to the keyprivatised assets2018Czech Republic17
The Art of Striking a Good Deal Your Advisor in Business TransactionsThe Art of Striking a Good Deal Your Advisor in Business TransactionsLegalAdvisoryJan KotousPartner 420 739 525 850jkotous@deloittece.comPetr SuchýAttorney-at-Law, Partner 420 605 228 316psuchy@deloittece.comOur acquisition team includes legal expertswith long-term experience in significant andcomplex acquisitions. Their experience goesbeyond the legal framework as they havea good understanding of all other aspectsof acquisitions, in particular the financial,tax and accounting aspects. Our office alsoregularly participates in a number of crossborder transactions, closely cooperatingwith Deloitte law firms from all over the EUand several other countries.We support our clients and give them advicefrom the very outset of the transaction,ie from the design of the basic acquisitionconcept, the strategic planning, throughlegal audit, all the way to negotiations anddrawing up the contract documentation,and post-acquisition steps.Our services: Analysis of the legal aspects of theplanned transaction, including a proposalof suitable solutions and delivery options,providing a description of the advantagesand disadvantages of each solution. Preparing a detailed plan of thetransaction and of all the legal stepsof mergers, spin-offs, other companytransformations, squeeze-outs ofminority shareholders, or any other formof acquisition (selling the equity interest,an enterprise or its part, sales of assets,etc). Legal advisory concerning the transactionstrategy, full project management. Planning and carrying out acquisition duediligence. Legal support in purchasing or sellingequity interests or assets, including thepreparation of all contracts and otherlegal documents, negotiations with thecounterparty, the closing and settlementof the transaction and follow-uptransactions.Selected references:Legal advisor toLegal advisor toLegal advisor toIn legal due diligence, preparationof and negotiations on transactiondocumentation for an acquisition ofa pharmaceutical companyIn the merger of insurance companiesKooperativa and Pojišťovna České spořitelny.In connection with reorganisation of MALLgroup, in particular drafting the terms offramework SPA.2016–201720182019Czech RepublicCzech republicCzech republicLegal advisor toLegal advisor toLegal advisor toIn legal due diligence, drafting andnegotiating of transaction documents foracquisition of 100% share in REDA, a.s.In legal due diligence, drafting and negotiationterms of transactional documentation in connection with acquisition of a minority share in UNILES, a.s., subsidiary company of AGROFERT, a.s.Ongoing advisory for the Group companiesin respect of M&A transactions2018vCzech republic2018Czech republic2012–2017Czech Republic Legal advisory in registering equitysecurities for trading on the regulatedmarket, IPO or removing securities fromtrading. Acquiring licences or permissions fromthe administration authorities necessaryfor acquisition or restructuring.1819
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The Art of Striking a Good Deal Your Advisor in Business Transactions The Art of Striking a Good Deal Your Advisor in Business Transactions 8 9 Companies and stakeholders need to implement corrective measures in a timely manner regardless of the nature of the problem. If the company's performance is not sufficient, we may provide support
