hess-aqusition service -2014

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Christopher Hess Węgrzecki M&A Advisor,Business Broker E: [email protected] Skype: hess-chris Acquisition Service of Investment Projects: Discuss and agree with the Client on the purpose of seeking an investor for his business. The project starts from the initial discussion with the Client. This will confirm Client’s targets, methodology and other important aspects of the Investment Project. In our experience, it is very important to establish a contact person in the Client’s Investment Project and set up a communication process with each other. Obtaining detailed information on the current situation of the Investment Project which is for Sale/Finance the environment in which it operates and it’s potential. This will enable to assess the attractiveness of the Investment Project for different types of investors The next step is to obtain detailed information about the Investment Project which is for Sale or Finance. At this stage, we need copies of financial statements, business plans, marketing plans, and reports, register of assets and site plan of the Investment Project/Company. The Company is also asked to prepare information relating to customers, suppliers and employees. We expect that both the Client and the Company will provide us with all useful information needed for the Investment Project, sector reports and other reports on the Company's situation previously prepared by other consultants, and held by the Company and the Client. The next step will be to prepare a document - Information Memorandum in English for potential investors all around the world to enable them to assess the attractiveness of the offer. This Information Memorandum will contain detailed information about the Investment Project and it’s environment .The Information Memorandum includes material collected during the previous phase of work, enriched with an objective look at the current situation and possibilities for the Investment Project in the future. The Information Memorandum is usually prepared only in English. During the preparation of the Information Memorandum some of the data collected during the previous stage require to be developed or completed. We expect that at this stage, we will be able to count on the cooperation with the Company and the Client. From our part, we do everything to interfere with this project to the minimum in the course of work of key employees of the Company, but we expect from the Client and his Company to provide us with quick answers to our questions as soon as possible PH: +48 790 644 717

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Page 1: Hess-Aqusition  Service -2014

Christopher Hess Węgrzecki M&A Advisor,Business Broker

E: [email protected]

Skype: hess-chris

Acquisition Service of Investment Projects:

Discuss and agree with the Client on the purpose of seeking an investor for his business.

The project starts from the initial discussion with the Client. This will confirm Client’s targets, methodology and other important aspects of the Investment Project. In our experience, it is very important to establish a contact person in the Client’s Investment Project and set up a communication process with each other.

Obtaining detailed information on the current situation of the Investment Project which is for Sale/Finance the environment in which it operates and it’s potential. This will enable to assess the attractiveness of the Investment Project for different types of investors

The next step is to obtain detailed information about the Investment Project which is for Sale or Finance. At this stage, we need copies of financial statements, business plans, marketing plans, and reports, register of assets and site plan of the Investment Project/Company. The Company is also asked to prepare information relating to customers, suppliers and employees. We expect that both the Client and the Company will provide us with all useful information needed for the Investment Project, sector reports and other reports on the Company's situation previously prepared by other consultants, and held by the Company and the Client.

The next step will be to prepare a document - Information Memorandum in English for potential investors all around the world to enable them to assess the attractiveness of the offer.

This Information Memorandum will contain detailed information about the Investment Project and it’s environment .The Information Memorandum includes material collected during the previous phase of work, enriched with an objective look at the current situation and possibilities for the Investment Project in the future. The Information Memorandum is usually prepared only in English.

During the preparation of the Information Memorandum some of the data collected during the previous stage require to be developed or completed. We expect that at this stage, we will be able to count on the cooperation with the Company and the Client. From our part, we do everything to interfere with this project to the minimum in the course of work of key employees of the Company, but we expect from the Client and his Company to provide us with quick answers to our questions as soon as possible

PH: +48 790 644 717

Page 2: Hess-Aqusition  Service -2014

Christopher Hess Węgrzecki M&A Advisor,Business Broker

E: [email protected] Skype: hess-chris PH: +48 790 644 717

Client is entitled to inspect and make comments on our proposed version of the Information Memorandum. If within 7 days from the date of submission to the Client our proposed version of the Information Memorandum, Hess Business Consulting does not receive any written comments or objections to the content of the document, then HBC will consider that his document was accepted by the Client without any comments. Otherwise, HBC is obliged to include Client’s comments in the proposed version of the Information Memorandum, unless HBC will be able to convince the Client to withdraw his comments in whole or in part.

Identification of the widest possible range of potential financial and strategic investors, establishing cooperation and effective transfer of the Client’s offer.

In the course of preparation of the Information Memorandum HBC begins to identify potential investors. Our search strategy of the investor is tailored to the present situation of the Company being put on sale. In order to identify the best possible group of potential investors for the specified situation of the Company being put on Sale or looking for Finance, we use market database and we conduct extensive research using press materials, trade publications, company reports and our existing database of investors. As a member of the IBBA we use the help of our foreign partners from industry M & A, Business Brokerage, Investment Founds, Investment Bank’s.

Establishing extensive contacts with investors, effectively providing them with information about our offer

Whenever possible we will use our Global Co- Brokerage network to connect with potential foreign investors. Adoption of such a course of action is both effective and very discreet. Other members of the network will receive from us a short document describing the project (teaser), which will go directly to parties potentially interested in the proposed transaction.

This document will provide information about the Company/Investment Project and its possibilities of growth. The document should include information about the expectations of the Client towards the investor and should state about all the possible alternative ways of fulfilling the transaction.

All potentially interested parties will be required to sign a standard confidentiality agreement. After signing a standard confidentiality agreement a potential investor will be qualified to the group of investors interested about that project and that investor will receive a copy of the Information Memorandum.

Page 3: Hess-Aqusition  Service -2014

Christopher Hess Węgrzecki M&A Advisor,Business Broker

E: [email protected] Skype: hess-chrisPH: +48 790 644 717

Organizing site visits of potential investors in the Company which is for sale or Project to be Finance

Our first goal is to bring investors who are interested with our Project to get acquainted with the situation of the Company /Investment Project which is for sale/finance on spot. In this matter, we expect a very close cooperation with the staff of the Company/Investment Project. We expect that the Board of Directors (or, if it is not possible, a designated representative of the Board of Directors) will be present during such visits , and the Company/Investment project will be presented at it’s best and by providing full assistance to the potential investor in the event of any doubt or question on his part.

If it will be required before issuing an invitation to site visit the Company/Investment Project we will check the credibility of the Interested Party .

We will conduct a controlled auction which, as early as possible will lead interested parties to the negotiation phase

Detailed negotiations are initiated as early as possible. The standard scenario of negotiations is as follows:

• Steering few investors who are interested and appropriate to buy, to the stage of the site visitof the Company for sale. • Encourage those investors to submit in writing within the agreed period of time the Letter ofInterests and if possible indicate the level of prices they are interested to buy (non-binding offer) on the basis of received materials and site visits of the Company which is for sale . This allows the initial verification and the scale of interest of individual entities and selecting those who should participate in further stages . • Selecting the best bidder and award that investor the exclusivity period during which duediligence and detailed negotiations pricing will be conducted.

We wish to draw attention to the fact that this is a standard scenario. Due to the specific circumstances, changes are possible from the outlined plan of action which is appropriate to the present situation of the Company/Investment Project which is for Sale or Finance.

Before starting the negotiation phase, it must be decided on who will be leading the negotiation process - Hess Business Consulting or the Client. Whatever will be your choice, we are ready to provide any assistance in negotiating a satisfactory contract for all sides and most of all for our Client and closing the deal as soon as possible. During the negotiation phase and the final phase the Client is responsible to get the best possible legal or/and tax advice. If necessary, we can suggest appropriate experts on our part.

Page 4: Hess-Aqusition  Service -2014

Christopher Hess Węgrzecki M&A Advisor,Business Broker

E: [email protected] Skype: hess-chrisPH: +48 790 644 717

Charges:

The fee for our service consists of two parts:

• One time fee for the preparation of the Information Memorandum and contact with potentialinvestors • Success fee-Commission