Company Presentation INVESTMENT ADVISORY SERVICES - Cross border Mergers & Acquisitions
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STRICTLY PRIVATE & CONFIDENTIAL Company Presentation INVESTMENT ADVISORY SERVICES Cross border Mergers & Acquisitions
FOUNDER & MANAGEMENT Patrick Becker was born in Germany and is Senior International Investment Advisor and founder/CEO of Bexuco Investment Consulting Co., Ltd. Mr. Becker studied International Business & Economy in Reutlingen (Germany) and Reims (France). He worked in leading corporations such as Ford, Peugeot, Total, ELF and had international assignments in France, Germany, UK, USA, Singapore, Hong Kong and China. From 1988 to 1998, he has held positions as Sales & Marketing Director, Vice President European Operations, General Manager Asia-Pacific. In 1990, he obtained a prestigious European Business Award for his work in “Integrated Business Strategies”. Patrick Becker Since 1998, he is working as Senior Business Consultant in China, where he has CEO & Founder Bexuco Limited successfully accomplished a large number of business operations for domestic BBA, DESC, Dipl. Betriebswirt (FH) and international companies. Now he is taking advantages of his unique cultural background and his exceptional international business experience, to Office: +86 (0)21 33552128 Mobile: +86 18801813318 help both Chinese and international companies to achieve their ambitious Email: becker@bexuco.com business and M&A objectives. Strictly Private & Confidential
COMPANY OVERVIEW BEXUCO is a M&A Investment Advisory firm that was founded on the principles of commitment, integrity and Client devotion. Shanghai, PRC Originally founded 2010 in Hong Kong, BEXUCO has since successfully provided its clients with professional investment and Hong Kong, SAR management advice. In 2011 BEXUCO Investment Consulting Co., Ltd., started its operation in Shanghai and has since then opened subsidiaries in Germany and Italy. Other international Frankfurt, Germany subsidiaries are in planning for 2018. In 2017 YAMADA BUSINESS CONSULTING Cremona, Italy (Japan) became a shareholder of BEXUCO offering additional service expertise and own offices across Japan and Asia. Strictly Private & Confidential
YAMADA GROUP BEXUCO (part of the YAMADA Group) with over 1,700 employees handles domestic & overseas expansion needs of Mid-Cap companies. YAMADA Group Yamada & Partners Number of employees: 1,700 Certified Public Tax Accountants Co. JASDAQ Listed(4792) M&A Advisory Strictly Private & Confidential
GLOBAL OFFICES YAMADA Group and BEXUCO have offices all over the world to support our clients with international business expansion and cross-border M&A. Germany France USA(NYC) Italy Korea USA(LA) Japan China Israel India Hong Kong Thailand Vietnam Malaysia Singapore Indonesia YAMADA Business Consulting Co., Ltd.: Japan, China, Singapore, Thailand Yamada & Partners Certified Public Tax Accountants‘ Co., :Japan, China, Singapore, Vietnam, USA Spire Research & Consulting Pte Ltd: Japan, China, Korea, Singapore, India, Malaysia, Indonesia BEXUCO Limited: China, Hong Kong, Germany, Italy, France (2018) Other related Group companies: Israel, Japan, USA Strictly Private & Confidential
SPECIALIZED SERVICES BEXUCO Investment Consulting Co., Ltd. Cross-border and International M&A Advisory Investment and Business Consulting • International Acquisition and Investor Search • International Investment Consulting Services • M&A Project Management • Cooperation Partner Search and Structuring • Assessment and Valuation • Restructuring, Dissolution and Liquidation • M&A Business and Legal Due Diligence • Post-acquisition/Merger Advisory • Transaction Structuring and Negotiations • Financing: Capital Market Access • Business Succession Consulting (Europe) • Legal Assistance: Company Formation and Joint-venture YAMADA Consulting Group Co., Ltd. YAMADA Business Consulting Co., Ltd. SPIRE Research and Consulting Pte. Ltd. • Sustained Growth Consulting • Market Environment Research in Emerging Markets • Business Revitalization • Market Sizing and Feasibility • M&A Consulting • Supply Chain and Value Chain Analysis • Business Succession Consulting (Japan) • Consumer and Retail Research • Business Overseas Consulting • Purchase Behavior Analysis YAMADA & Partners YUSEI Audit & Co. • Business Succession Consulting • Audit • Tax Advisory and Tax/Financial Consulting Services • IPO Support • Management Consulting • IFRS Implementation Services • M&A Services • Public Sector Accounting/ Consulting • Consulting on Organizational Restructuring • Analysis and Investigation of Foreign Markets • Support for Publicly Traded Firms • Due Diligence • International Business Consulting • System and Security Consulting Strictly Private & Confidential
A STRONG PARTNER Unlike other M&A advisory firms, BEXUCO has accumulated strong European resources and a wealth of experience. In the shortest possible time we can help Clients to enter M&A negotiations, significantly reducing the risks, reducing costs and achieving better corporate strategic goals. Understanding and managing the language and cultural barriers in different countries is one of our key advantages. Strictly Private & Confidential
OUR M&A SERVICES Sell-side & Buy-side n For sell-side mandates our support comprises all aspects of a transaction: • preparation of the transaction through an initial analysis of the target • identification and confidential approach of potential investors • determination of optimal transaction structure • determination of optimal sale's strategy • preparation of all relevant sale's documents for potential investors • development of a investment plan • valuation • preparation and coordination of the due diligence • support in negotiations • support until closing n For buy-side mandates we are supporting our clients from the intention to buy until closing: • identification and confidential approach of potential targets • valuation of the target • tactical advice • coordination of due diligence • support during negotiations and advice on SPA structuring • support until closing Strictly Private & Confidential
PROFILE BEXUCO is a Corporate and M&A Investment Advisory firm that was founded on the principles of commitment, integrity and Client devotion. Originally founded in April 2010 in Hong Kong, BEXUCO has since successfully provided its clients with professional investment and management advice, and supported significant business transactions. In 2011 BEXUCO Investment Consulting Co., Ltd., a fully licensed wholly-foreign-owned subsidiary started its operation in Shanghai, reinforcing the scope and depth of services and the knowledge-base offered to our clients. Our Shanghai-based subsidiary gives us advantages over many other international M&A advisors, which operate their China M&A businesses from outside mainland China or through rep offices or JVs in Mainland China. n We advise our national and international clients on all aspects of the sale or acquisition of companies as well as on restructurings and reorganizations. n We provide “tailor-made” solutions for each client and project by bundling the specific competencies, the long-lasting international transaction experience, the ideas and the network of our partners and employees. n We are a team of experienced M&A advisers and management consultants with relevant experience, operating across China from our office in Shanghai. n We have associated partners in Europe and other continents to make sure we have on-going dialog with the relevant investor community. n We co-operate with major global and regional investment banks, private equity investors and legal advisors. Strictly Private & Confidential
M&A SERVICES § Acquisition Search § Assessment & Valuations § Due Diligence § Negotiations & Contracts § Integration Cross border M&A activities are increasing strongly. A professional advisor in the M&A field between China and Europe is more than ever in great demand. Using our expertise and resources, we can identify potential targets not currently in the market, allowing buyers to pursue those businesses that most closely match desired objectives. We partner with you to provide strategic expertise and information you can rely on. Bexuco acts as advisor and collaborator and is actively involved in every aspect of the transaction. Strictly Private & Confidential
SUCCESSFUL COOPERATION Solid understanding und implementation of our client’s vision Bexuco M&A Focus Snapshot Roadmap Kick off Assignment Strategy Imple- meeting dialogue mentation § Clear focus previously to the assignment: What are the goals for the cooperation? What can M&A contribute to further growth? Where can BEXUCO support? Agreement regarding the framework of the cooperation. • Structured preparation on strategy : Discussion of the snapshot based on initial exchange of information: dedicated external M&A view built on the existing knowledge and the strategic propositions of the company. The goal is a mutual prioritization of possible M&A actions and how they could support the client best. • Possibilities to cooperate during the implementation: 1. Start of a structured Buying or Selling process 2. Targeted and anonymous approach of one or more selected target companies 3. Support during the M&A process (milestones, process management etc.) Strictly Private & Confidential
BUY SIDE PROCESS Tailor made and step by step we carve out the best fitting partner available Phase I Phase II Integration Preparation, Potential Partner Signing/ Approach Indicative Offer Due Diligence Analysis Search Closing Regular status-updates und coordination of the „next steps“ with the client o Matching the o Compiling of a o Contact o Management o Negotiation LOI o Final negotiations o Team Planning M&A strategy longlist potential partners Meetings o Due Diligence o Signing/Closing o Setting of the o Selecting the anonymously o Collect and (DD) search criteria shortlist o Reporting serving analyse o Preparation of as a basis for information o Planning the indicative offers transaction a narrowed o Formulate and selection o M&A-Process: place an offer o Fix Strategy: o Decision matrix (LOI) 25 3-5 1-2 Best partner Approach On-sight visit & inspection MoU Number of Targets Start DD & negotiations only with partners with a high transaction Possibility of closing: Minimize the DD-costs LONGLIST SHORTLIST Strictly Private & Confidential
M&A ADVISORY STEPS Advisory Process Steps BEXUCO executes full advisory services during M&A negotiation processes offering the following services: Development of Approach of Potential Strategy Investors/Targets Preliminary Market Visits to the Readings Operations Business Valuation Preliminary Offering Due Diligence (Non-Binding) Information Contracts and Negotiation Memorandum Final Negotiation Definition of Potential Investors/Targets Structuring Closing Strictly Private & Confidential
OVER 100 EXCLUSIVE INVESTMENT/ JOINT-VENTURE PROJECTS § Robotics & Automatization > 40 projects § Automotive Sector 12 projects § Health Care/Medical Devices 6 projects § Environmental Technology 5 projects § Chemical Industry 6 projects § Food & Beverage 3 projects § Other Hi-Tech Sectors > 50 projects Strictly Private & Confidential
2013 CHINA M&A AWARD Patrick Becker and its firm BEXUCO (Shanghai) Investment Consulting Co.,Ltd obtained the 2013 “China M&A Advisor Award” by the China Mergers and Acquisitions Association (CMAA) in Beijing. 并购顾问奖 Patrick Becker Strictly Private & Confidential
M&A CASE STUDY Sundiro Holdings (China) and Sanlorenzo Spa )Italy) M&A transactions - Bexuco led the M&A and financial advice for Sundiro using its expertise in cross border Chinese-European M&A deals. Mr. Xhuhong Zhao, the chairman of Sundiro, highly praised Sundiro's advisor Bexuco that demonstrated great experience and efforts in structuring and executing such overseas transactions. Mr. Xhuhong Zhao added that Sundiro saved time as well as costs, which were key factors to a successful completion of the Sanlorenzo was founded in 1958 and has developed to the world s second largest yacht manufacturer for large sized yachts. Parties agreed to build up a joint venture in China, located in Hainan, for production of yachts smaller than 66 feet. Besides the participation in joint ventures for distribution Sundiro has invested over USD 20 million in the Italian company Sanlorenzo Spa becoming shareholder of San Lorenzo with a stake of about 22% in the company. After setting up the joint venture in China, the estimated annual output of 35 to 66 feet luxury yachts is 250 for an approximate sales value of 1.5 billion RMB (about USD 200 million). CLOSING OCT 2013 Strictly Private & Confidential
M&A CASE STUDY EFORT Intelligent Equipment Co., Ltd. (China) and EVOLUT Spa (Italy) M&A transaction - BEXUCO led the M&A advice for EFORT using its expertise in cross border Chinese-European M&A deals. EFORT was founded on August, 2007 and its registered capital is Euro 30 million. Since the foundation, EFORT invest nearly Euro 12.4 million to research and develop the industrial robots. EFORT has two division, one is for industrial robot, the other is for the turn-key solution and system integration. After the acquisition of CMA, EFORT is further increasing its technical expertise and global network with the majority acquisition of Evolut, one the European leader in industrial robotic application integration. Parties also agreed to build up immediately a joint venture in China located in Wuhu, Anhui. CLOSING JAN 2016 Strictly Private & Confidential
M&A CASE STUDY EFORT Intelligent Equipment Co., Ltd. (China) and O.L.C.I. Group M&A transaction - BEXUCO led the M&A advice for the acquisition of the multi-national O.L.C.I. group including operations in Italy, Poland, India and Brazil using its expertise in cross border Chinese- International M&A deals. The O.L.C.I. group includes O.L.C.I. ENGINEERING ITALY, O.L.C.I. ENGINEERING INDIA, AUTOROBOT – STREFA POLAND and GME BRAZIL with a total turnover of over 200 million EURO. The group is one of the leading companies in the world in the field of turnkey production solution for the automotive, railway and aeronautic industry. The acquisition has reinforced EFORT’s division of turn-key solution and system integration. With this acquisition, EFORT is further increasing its technical expertise and global network and has become not only the leader in turnkey production solution in China, but takes a leading position in the world. Details on the deal structure and financials are kept confidential. CLOSING AUG 2017 Strictly Private & Confidential
M&A CASE STUDY O.L.C.I. ENGINEERING ITALY has been working for the automotive industry for over 20 years and today is one of the leading company in the field of turnkey production solution. Since 2015 the company has also accumulated leading know-how in turnkey production solution for the railway industry offering it services to the major railway manufacturers. The O.L.C.I. GROUP is working for all major automotive groups: VAG (VOLKSWAGEN & AUDI), BMW, DAIMLER-BENZ, FORD, GENERAL MOTORS, PSA (PEUGEOT & CITROEN), RENAULT, FIAT-CHRYSLER (FIAT, LANCIA, MASERATI, …), IVECO, and many others. AUTOROBOT - STREFA established in 1993 in Poland is a world leader for turnkey car body welding lines: from a feasibility study to the erection, including the mechanical construction, hardware & software, and robot programming services. Since that time, we have created a strong presence in the design and manufacturing services for the European and American markets for leading brands in the automotive industry. CLOSING SEPT 2017 Strictly Private & Confidential
M&A CASE STUDY GME is a leading process engineering company in Brazil with great expertise in developing turnkey projects for automotive body lines and aerospace. GME is able to create the most innovative engineering solutions. New product developments and solutions have made GME one of the leading suppliers of automotive manufacturing and aerospace engineering in South America with clients such as AIRBUS, EMBRAER, SOBRAER, EUROCOPTER, etc. The high level of technology and the global sales of the acquisition of this group of companies are allowing to achieve substantial growth rapidly. CLOSING SEPT 2017 Strictly Private & Confidential
FOUNDER OF MAJOR CHINA M&A EVENTS 2014 Shanghai Funding Conference 2015 Shanghai Funding Conference 2013 Shanghai Funding Conference 2013 Shanghai Funding Conference 2013 China M&A Summit 2014 Shanghai Funding Conference 2011海外投资并购项目洽谈会 Business & Event Partnership with UAE Strictly Private & Confidential
YOUR PARTNER FOR M&A Strictly Private & Confidential
CONTACT US 贝旭科 (上海) 投资咨询有限公司 Bexuco (Shanghai) Investment Consulting Co.,Ltd. 中国/China: 上海市浦东新区陆家嘴环路1000号 恒生银行 大厦13楼1343室 #1343, 13F, Heng Sheng Bank Tower, 1000 Lujiazui Ring Road, Pudong New Area, Shanghai 200120, P.R. China 上海市松江区方泗路18号1号楼907室 9/F, Unit 907, Building 1, No.18 Fangsi Road, Songjiang District, Shanghai, 201606, P.R. China Web: www.bexuco.com 南欧/Southern Europe BEXUCO ITALIA SRL Via M. Maffi 12 北欧/Northern Europe 26100 Cremona –Italy BEXUCO DEUTSCHLAND GMBH Tel. +39 (0) 372-450827 Tower 185, Friedrich-Ebert-Anlage 35-37 Mob. +39 328 4252691 Frankfurt am Main, Germany antonio.pozzari@bexuco.com Tel: +49 (0) 69-505047-168 laura.razio@bexuco.com andreas.becker@bexuco.com Strictly Private & Confidential
KEY ADVISORS Antonio Pozzari Managing Director, Bexuco Italy Biography: Antonio Pozzari is Senior International Investment Advisor and serves as Managing Director of European operation of Bexuco. He founded BPS International in 1992 and acted as director since today. Mr. Pozzari was born in Italy and worked for international corporations with international assignments in Brasil, Iran, India and MENA Countries. From 1992 to 1998, he has introduced more than 50 companies in the Iranian Market. He is involved in business startups, joint ventures, investments and acquisitions. Age: 57 Education: University Sacri Cordi, Italy (Diploma) Laura Razio Senior M&A Advisor, Bexuco Italy Biography: Laura Razio is an Senior Accountant Advisor and serves as freelance several Italian and International Corporations. From 2015 she is partner of BPS International whit regard the financial division. She is involved in business startup, Joint Ventures, Investments and Acquisitions. Age: 41 Education: Dipl. Finance, CPA, Luigi Bazzoli - Italy Strictly Private & Confidential
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