33 Introduction To M A - 5 Jun 2020

© Copyright Dhananjay Satarkar. All rights reserved.
Overview of
Dhananjay Satarkar 5th June 2020

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 Strictly Private and Confidential
Profile
Dhananjay Satarkar E: dhananjay.satarkar@clearviewpartners.in
M: +91 98909 44963
• Founding partner at Clearview Consulting Partners.
• Chartered Accountant, Registered Valuer, Company Secretary, CISA, DISA and Independent Director
from IICA by education. 16 years of post qualification experience.
• Past: Senior Manager / Associate Director in PwC (M&A); Deloitte (Audit).
• Trainings / Faculty: Pune Branch of the Institute of Chartered Accountants of India, Deloitte, SIMS,
Fintree, IMA, USA (Pune Chapter), Bajaj Incubation Centre, Bhau (COEP), etc.
• Experience: Mergers and acquisitions, audit, forensics, Sox and control assurance, etc.
− Financial (PE, VC, etc) and strategic (corporates) investors on domestic and international
transactions.
− Target companies located in India, US, UK, Singapore and Dubai.
− Airlines, automotive, cement, chemicals, dairy, education, media and entertainment, financial
services, FMCG, hospitality, IT/ITES, logistics, oil, pharmaceuticals, power, real estate, retail,
shipping, steel, telecom, etc.
• Select clients served: Altran SA, Ambit, BDO, Cerberus Capital, Citigroup, Cummins Group, Emcure
Pharma, Fidelity PE, France Telecom, Fourcee Infrastructure, HCL Technologies, Unilever, Idea
Cellular, IDFC PE, Kinetic Motor Company, Kirloskar group, KSPG-Pierburg Germany, Mahindra,
Marg, Merck, USA, Mitsui and Co, Japan, Mylan, Nexus, Otsuka Pharma, Prysmian S.P.A.,
Samvardhana Motherson, Sodexo, Tata Motors, Trimble Navigation, Ultratech Cement, UBM, Varde
Partners and Vedanta.
• Performance awards from Hindustan Lever Limited and PwC.
Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 2
Index
Sr. No Topic
1 M&A Basic Concepts and Trends
2 Fund Structure and Terminology
3 Reasons for Mergers and Acquisitions and Select Examples
4 Mergers and Acquisitions process
5 Deal Structuring - Basics
Note:
This presentation is solely for knowledge sharing purposes only and includes data summarised from information published
by various organisations as available in public domain. There is no intent to infringe upon their copyrights. In certain cases,
specific permission for such usage has been received from such organisations.

1. Mergers & Acquisitions overview
Mergers & Acquisitions
Acquisition Merger / Demerger
Share Business
Slump sale Consolidation Demerger
purchase purchase
Note: Internal restructuring can be undertaken through buyback or capital reduction.

Entity Dimensions
• Private Limited
Domestic or International Acquirer Company
• Public Limited
Company
• Listed Company
Regulated or Unregulated • Government
Undertaking
• Angel Network
• Crowdfund
Strategic or Financial
Investor • High Net worth
Individuals (HNI)
• Venture Capital Fund
Stressed or Non-stressed • Venture Debt

• Private Equity Fund
Target

Types of M&A transactions
Sr. Type / Key Features Particulars
No
1 Nature of Investor Financial (Primarily VC and PE) and Strategic
2 Geography Inbound, Outbound and Domestic
3 Stage of Investment Seed / Friends and Family, Angel, Crowd Funding, Series A, Series B,
Series C, Series D, IPO, etc.
4 Level of Stake Minority, Significant minority, Majority and Buy out / 100%
acquisition, etc.
5 Transaction Structure Amalgamation / merger, Demerger, Slump sale, Primary vs.
Secondary Transaction, etc.
6 Assets Being Transferred Asset Purchase, Business sale, Brand sale, Marketing rights, etc.
7 Consideration Cash, Stock, Shares and Cash, Share Swap, Deferred Consideration,
etc.
8 Accounting Standards Issued by ICAI/Central Government, Indian Accounting Standards,
IFRS, US GAAP, etc.
9 Taxation Income Tax Act, 1961
10 Stressed Pre-IBC, IBC and post IBC

Key Characters Involved
Sr. No. Type Particulars
1 Startups / Companies Zoomcar, Swiggy, BYJUs, etc
2 High Net worth Individuals Ratan Tata, Mukesh Ambani, Azim Premji, etc
(HNIs)
3 Incubators NCL Innovation Park, Venture Center, Zone Startups India, etc.
4 Accelerators Edugild, NASSCOM (10000 Startups), etc
5 Crowd Funds 1crowd, Ketto, Milap, etc
6 Angel Investors / Angel Indian Angel Network, Mumbai Angels, Pune Angels, Chennai
Networks Angels, etc
7 Venture Capital Sequoia, Tiger Global, Nexus, Helion Ventures, Blume Ventures,
Kalaari Capital, etc
8 Private Equity / Hedge The Blackstone Group, Warburg Pincus, KKR, Fidelity Growth
Funds Partners, General Atlantic, IDFC PE, etc.
Higher Higher Higher Early Smaller

Stake Return Stage of Ticket
Risk
Expectations Expectations Investment Size
Lower Lower Lower Late Larger

Deal activity in India
M&A activity witnessed sharp decline in 2019 as compared to 2018
140 1,921 2,500

2,106 122
1,872
120 2,000
996 1,177 2,020 1,582
971
100 40 1,500
Deal Value (USD bn)
1,026 947
Deal Volume
80 766 73 1,000
590 62 63 65
60 54 50 500
42
12 43 46 18 36
10 38 30
40 12 82 -
11 7 23
24 10
50 45 45
20 12 35 38 35 37 (500)
31 28 24
12
0 (1,000)
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019*
Mergers & Acquisitions Private Equity No. of Deals
2019* : Data available till November 2019.
• PE investments retained their momentum, showing significant activity in
technology sector in 2019.
• 12 QIP issues of USD 6.5 billion, which is the highest QIP raised till date.
• 2019 recorded only 11 mega deals as compared to 25 in 2018 each
valued at over a billion dollar.
Source: VCCircle, PWC & GT Reports • Total number of deals declined in 2019.

Deal activity in India
M&A activity witnessed sharp decline in 2019 as compared to 2018
Total 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Total Deal Value 42 24 62 54 43 38 50 46 63 65 122 73

(USD bn)
Total Deal Volume 766 590 971 1,026 996 947 1,177 2,106 2,020 1,872 1,921 1,582
Average Ticket Size 54 41 64 53 43 40 43 22 31 35 63 46

(USD mn)
M&A as % of total 75% 50% 80% 82% 83% 74% 76% 51% 71% 54% 67% 51%
Recent drivers for deals in India

• Valuation concerns • Liquidity challenges • Wholesale and retail NPA
• Sluggish capital market • Global headwinds • Auto and real estate stress
• Slowing consumption growth • Stress in the banking space
Source: PWC & GT Reports

M&A activity by deal type (USD billion)
Domestic and inbound transactions went down drastically as compared to outbound activities in 2019
• Tata Motors and JLR (2.3 USD bn) • Bharati Airtel and Zain Telecom
• Tata Chemicals and GCIP (10.7 USD bn)
90 82
(1.05 USD bn) • Adani group and Linc Energy
80 • JK Tyres and Tornel (70 USD mn) (2.7 USD bn)
11
Deal Value (USD bn)
70 4
60 50
45 45 22
50 38
35 5 35 37
40 31 23 11 28 5
4
30 6 24 4
15 5 19 3 12
13 9 12 44
20 12 29 9 5
9
10 13 18 6 9 8 25 21
4 16 16
- 5 7 5 6 6 8
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019*
Domestic Inbound Outbound Other
• Domestic transactions form major part of deal

activity
• Significant interest from overseas corporates across
sectors including steel, energy, infrastructure &
Source: PWC & GT Reports
financial services

PE investment in 2019 by stage (USD billion)
PIPE
9% Buy-out
35% Buy-out
Early
Growth
Late
26% Late
PIPE
Other
Early
Growth 3%
23%
Source: PWC Report

Top 5 Sectors attraction PE investments (USD billion)
Technology sector saw the highest activity from 2017 till 2019.
14 Year
9 21 23
2015 2016 2017 2018 2019*
28
12 11 11 Total PE deal value (USD bn) 23 18 30 40 36
10
10
Deal Value (USD bn)
9
8
6
6 5 5
4 5
4 4
4 3
2 3 3 3
2 1 1 2 1 1 1
1 1
0
Technology Infrastructure Telecom Energy Financial services
2015 2016 2017 2018 2019*

• Technology continued to garner attention form SWFs, PEs & alternative investment platforms
• Telecom recorded two sizable deal in 2019 (one of them in Reliance Industries Limited USD
3.7 bn)
• Energy segment was dominated by renewables
• Financial services witnessed 30% decline in terms of investment value as compared to 2018
• These five sectors constitute 77% of the investment value this year.
Source: PWC Report

PE exit activity in India (USD billion) (1/2)
2019 witnessed a sharp decline in PE exits in terms of value and volume
• Bharati Airtel and Qatar • Flipkart and Multiple • OYO and RA

Foundation investors (16000 $ mn) Hospitality (1500 $
30 (1480 $ mn) • Intelenet Global Services mn)
26
• Flipkart and Tiger Global and Blacktsone Advisors • ICICI Lombard and
25 (800 $ mn) (1000 $ mn) Fairfax (730 $ mn)
Deal Value (USD bn)
• Global Logic and Apax • RMZ Corporation and

partner multiple investors 1000 $
20 (780 $ mn) mn)
15
15
10 9 10
10 7 7 7 6
4
5
-
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019*
PE exits
2019* : Data available till November 2019. • Public market sale accounted for the major share of PE
exit value
• IPOs witnessed 67% drop in comparison to last year
• 2019 recorded the largest buyback deal in the online
hospitality space
Source: PWC and Bain & Company Report

PE exit activity in India (USD billion) (2/2)
2019 witnessed a sharp decline in PE exits in terms of value and volume
16 15
14
Deal Value (USD bn)
12
10
10
8
6 5 5
4 4 4 4
4 333 33
3 3
2 2 2 1
2 11
0 0 00
0
Public market Secondary market Buyback Strategic sale Other
sale sale
2015 2016 2017 2018 2019*

2019*: Data available till November 2019
• Public market sale accounted for the major share of PE
exit value
• IPOs witnessed 67% drop in comparison to last year
• 2019 recorded the largest buyback deal in the online
hospitality space
Source: PWC Report

M&A trends - Global
Indian contributed around 1.78 % of total global M&A activity in 2019.
2,322 2,182 2,165 2,335 2,135

5,000
4,547
-
Deal Value (USD bn)
4,500 4,115 4,095
4,000 1,201 46 3,767 (5,000)
3,559
960 122 902 73
3,500
923 63 (10,000)
3,000 1,003 65
1,094 (15,000)
1,028
2,500 1,185
926
90
2,000 930 90 (20,000)
88 83
1,500 116
(25,000)
1,000 2,162 2,075
1,830 1,887
1,510 (30,000)
500
- (35,000)
2015 2016 2017 2018 2019*
North America Latin America EMEA Asia Pacific No. of (USD) 250 mn+ Deals
Total deals in INDIA • Deal count for deals greater than $250 million was
down 9% globally year over year
• 47 megadeals were announced globally in 2019 ($10bn
Source: JP Morgan Report or greater)

GDP – Top Countries of the World
Source: IMF World Economic Outlook (Oct.2019)

FDI trends for Top Countries of World
Foreign Direct Investment - Top 10 Countries Figures in US$ bn
Country Name 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2009-2019
United States 161 264 263 250 288 252 509 494 355 258 311 3,406
China 131 244 280 241 291 268 242 175 166 235 156 2,430
Hong Kong 54 83 96 75 77 130 181 133 126 97 53 1,105
SAR, China
Germany 57 86 98 65 67 19 62 65 118 168 51 857
Brazil 31 82 102 93 75 88 65 74 69 78 79 836
Singapore 23 55 49 55 64 69 70 71 98 91 105 751
Canada 21 30 38 49 67 64 60 34 29 47 45 484
France 18 39 44 33 32 6 43 33 38 60 67 412
India 36 27 36 24 28 35 44 44 40 42 51 407
Japan 12 7 (1) 1 11 20 5 41 19 25 37 177
Top 10 545 918 1,007 887 1,000 950 1,282 1,165 1,057 1,101 955 10,865
United States 161 264 263 250 288 252 509 494 355 258 311 3,406
China including 185 326 376 316 368 398 424 308 292 332 209 3,535
Hong Kong
India 36 27 36 24 28 35 44 44 40 42 51 407
Source: https://data.worldbank.org/indicator/

Key Factors Impacting Evaluation of an M&A transaction
i. Political and Economic Environment
ii. Ease of Doing Business – India Rank (133 in 2009 vs. 63 in 2019)
iii. Tax and Regulatory Requirements
iv. Market conditions – Demand, Supply and Competitors
v. Cost Structure and Advantage
vi. Technological Environment
vii. Expected Return on Investment
viii. Transaction Structure - Ability to Take his Money and Profit Thereon Back
ix. Foreign Currency Rates and Expectations

What the Numbers denote ………
………………..GDP Target of India is USD 5 trillion by 2025.
FDI
65
64
64
63
62
(USD bn)
61
61
60
60
59
58
2017 2018 2019

2. Indicative Fund Structure
Limited Partners
• HNIs
• Institutional investors
Funds Returns / exit value
Private Equity fund / General Partner

USA
Venture Capital fund Management Fees Investment Advisor
and Carried Interest
Returns / exit value

Mauritius SPV
Portfolio Portfolio Portfolio

India
Company Company Company

Indicative Fund raising & fund closing timeline
Marketing the fund

• Fund raising
• Soliciting the investors
• Initial discussions of terms
6 – 12 months
marketing Negotiating fund terms
period
• Negotiating fund terms with prospective investors
• Finalizing fund structure
• Preparing for initial closing 3 – 6 months
negotiating
period
Initial closing
• Acceptance of initial investor commitments
6 – 12 months • Launch date for the fund
marketing
period
Subsequent closings
• Additional closing on new investor commitments
• Fundraising period ends on fund closing

Indicative Fund term timeline
Making investments
• Fund makes new investments during the investment
period
4 – 6 years • Some liquidation of investment is possible during this
investment period as well
period from
the date of
initial fund Exiting investments
close
• Fund manages & liquidates the investments during the
term
• Distributions are made as & when proceeds are received
4 – 6 years
Dissolution & Liquidation divestment
• Remaining investments are liquidated period
• Remaining proceeds are distributed
• Limited extension / early termination may be possible
based on certain triggering events

Select Key Terms
Burn Rate
Down Round
Dry Powder
Earn-Out
Internal Rate of Return
Lock in
Pre-money Valuation
Post-money Valuation
Ratchets
Term Sheet
Tranches

3. Reasons for M&A
• Scalability and Growth • Funding requirements
• Economies of scale • Regulatory requirements
• Market share and Competition • Reduction of Leverage
• Technology and Innovations • Economic environment
• Intellectual property • Political environment
• Customer contracts and history • Consolidation
• Raw material linkages • Other synergies
• Risk mitigation • Attractive valuation – Opportunistic
• Market entry and / or expansion • Tax efficiencies
• Vertical and / or lateral integration • Stock market trends
• Diversification
Note: The adjacent list is not exhaustive

Pfizer, Allergan scrap $160 billion deal after U.S. tax rule change (April’16)
Particulars Remarks
Current Status 1) U.S. drugmaker Pfizer Inc (PFE.N) and Ireland-based Allergan Plc (AGN.N) walked away
from their $160 billion merger, a major win for President Barack Obama, who has
been pushing to curb deals in which companies move overseas to cut taxes.
2) Pfizer said the decision was driven by new U.S. Treasury rules aimed at such deals,
called inversions. The merger would have allowed New York-based Pfizer to cut its tax
bill by an estimated $1 billion annually by domiciling in Ireland, where tax rates are
lower.
3) While the new Treasury rules did not name Pfizer and Allergan, one of the provisions
targeted a specific feature of their merger - Allergan's history as a major acquirer of
other companies.
4) Pfizer was required to pay Allergan $150 million to reimburse expenses from its
deal.
5) The decision to call off the deal came in part because Pfizer was concerned that any
tweaks to salvage its deal with Allergan might have provoked new rules by the
Treasury.
Valuation USD 160 billion

Tata – Corus Deal (2007)
Particulars Remarks
Background Corus' stock market value in 1999 was $6 billion but fell to $230 million in 2003,
prompting Corus to look for a buyer. Many companies, including ArcelorMittal, explored
the option. Finally, in 2007, Tata Steel bought Corus in a $12 billion deal, what was the
biggest foreign acquisition by an Indian company till then.
Transaction / Steel was at the peak of its cycle and Tata Steel paid 608 pence a share, a premium of 34
Investment per cent to the original offer price to ward off a challenge from Brazilian miner and
rationale and steelmaker CSN. For CSN, however, it might have been different because of the raw
structure material support. Save for one good year, Corus has remained a problem for Tata Steel.
In hindsight, doing an all-cash deal funded by debt may have been a big
mistake. For one, a part stock deal may have softened the blow a fair bit.
Valuation USD 12 billion – Now Valued at USD ??.
Current status of A decision to explore all options for portfolio restructuring, including the potential
operations divestment of Tata Steel UK in whole or in part has been taken.
Hindsight 20-20 Almost a decade later, however, and Tata Steel has finally conceded it got it wrong. In
view March 2016, Tata Steel’s finance director, admitted the British businesses now had a book
value of “almost zero”. The Tata’s board rejected a turnaround plan for the assets that
once made up British Steel.

AOL – Time Warner – The Biggest Disaster (2001)
Particulars Remarks
Transaction / 1) In 2001, AOL completed the USD 164 billion acquisition of Time Warner.
Investment 2) However, Time Warner soon realised that the merger was not in its best interest
rationale and leading to a loss of USD 99 billion in 2002.
structure 3) The entities demerged in 2009.
4) AOL before the merger at its peak had been valued at USD 226 billion, which
dwindled to USD 20 billion soon after the merger.
5) The companies did not really merge.
6) The biggest nail was the revelation that AOL had overstated sales for 2000 and 2001
by 190 million.
Valuation USD 164 billion in 2001

4. M&A Process – Macro View
Identify Entry
Holding
Exit
Period

Indicative Acquisition Process
Creating
Identifying Give Non- Diligence
Acquisition competitive tension
Potential binding and
Strategy and Value
Targets bid negotiations
Realisation
Receive teaser / Identify potential

Agree on Strategy Shortlist Targets
documentation Targets
Distribute / Receive
Give purchase Obtain management Give non binding
NDA and process
document presentations bids
letters
Virtual / Physical Shortlist final list of

Give final offers Final negotiation
data room Targets
Share purchase
Integration (as
agreement and
appliable)
closure

Defining and Selecting a Target
• Type of Investor − Market share and Competition
• Investment Philosophy and Return expectations − Technology and Intellectual property
• Ticket size and Valuation − Risk mitigation
• Relative sizes of Investor and Target − Market entry and / or expansion
• Shareholding pattern – Majority / minority, − Vertical and / or lateral integration
Government, Funds, etc.
− Reduction of Leverage
• Target Group Structure
• Funding requirements and options
• Industry and Geography
• Regulations
• Economic, Business and Investment Cycle
• Foreign Currency rates
• Transaction Perimeter
• Tax incentives / subsidies and efficiencies
• Rationale for Transaction:
• Attractive Valuations – Opportunistic
− Customer contracts and history
• No Succession Plan
− Scalability and Growth
• Exit options and Timelines

Transaction Documents
• Non-Disclosure Agreements and Letter of • Disclosure Documents
Intent
• Representations and Warranties
• Term Sheet
• Other Transaction Related Agreements
• Dataroom Information
• Information Request List
• Management Questions and Answers
• Business Plan
• Advisor’s Reports and Opinions
• Share Purchase Agreement
• Shareholders Agreement
• Share Subscription Agreement

Governing Laws - India
Key Laws/ Regulations* Regulatory Authorities*
• Income-tax Act, 1961 • Securities & Exchange Board of India (SEBI)

• Companies Act, 2013 (to the extent notified) • Reserve Bank of India (RBI)
• Insolvency and Bankruptcy Code • Registrar of Companies (ROC)
• Stamp duty laws • Competition Commission of India (CCI)
• Patents Act / Trademarks Act • Director General of Foreign Trade (DGFT)
• FDI Policy • Insolvency and Bankruptcy Board of India (IBBI)
• SEBI Takeover Code • High Court / NCLT / NCLAT
• Copyrights Act
• Special Economic Zones (SEZ) Act
• Labor Laws
• Foreign Exchange & Management Act, 1999
• Accounting Standards and IFRS
• Limited Liability Partnership Act, 2008
Note: The adjacent list is not exhaustive Source: PwC publications and publically available information

5. Deal Structuring – Key Aspects
• Type of Entities • Transaction Structure
• Timeline • Type of Security
• Routes of Investments and Tax Implications • Consideration
• Transaction Perimeter • Ancillary Agreements
• Level of Stake: • Regulatory Framework
− 100%, Significant majority, majority, minority • Prohibited Sectors

• Voting Rights and Control • Currency
“How you come in determines how and at what value you will exit!!”

Routes of Investment – Inbound and Domestic
Approval Requirements Inbound Investment Routes
Automatic Route
• Government Mauritius Route
Approval Route • Ministries
Netherlands Route
Competition
Commission of India
Singapore Route
SEBI / RBI
Registrar of Companies
Cayman Islands Route
NCLT / NCLAT

Transaction Structure – Basic Structures
M&A
Capital
Arrangement Acquisitions
Reorganisation
Asset Shares Capital

Merger Demerger Buy-back
Purchase Purchase Reduction
Forward Merger Slump Sale
Reverse Merger Itemized Sale

Consideration
Cash Equity Shares Preference Shares Debentures
• Investor / Investor Group • Mode / Mix of Consideration (Cash, stock,

CCPS, CCD, etc.) and Pricing
• Target / Target Group
• Remittance and Repatriation Modes and
• Existing / Proposed Entity and Shareholding Timelines
Structure
• Existing Regulations / Proposed Regulations
• Existing Owners / Shareholders of Target
• Existing Business / Proposed Business
• Existing Investment Instruments / Proposed
Investment Instruments • Target’s Country / Investor’s Country

Contact Details
Dhananjay Satarkar
Mobile : +91 98909 44963

Email : dhananjay.satarkar@clearviewpartners.in
Website : www.clearviewpartners.in
© Copyright Dhananjay Satarkar. All rights reserved.

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Dhananjay Satarkar 5th June 2020

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 3

Mergers & Acquisitions

Acquisition Merger / Demerger

Note: Internal restructuring can be undertaken through buyback or capital reduction.

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 4

Stressed or Non-stressed • Venture Debt

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 5

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 6

Higher Higher Higher Early Smaller

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 7

140 1,921 2,500

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 8

Total Deal Value 42 24 62 54 43 38 50 46 63 65 122 73

Average Ticket Size 54 41 64 53 43 40 43 22 31 35 63 46

Recent drivers for deals in India

• Slowing consumption growth • Stress in the banking space

Source: PWC & GT Reports

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 9

• Domestic transactions form major part of deal

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 10

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 11

2015 2016 2017 2018 2019*

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 12

• Bharati Airtel and Qatar • Flipkart and Multiple • OYO and RA

• Global Logic and Apax • RMZ Corporation and

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 13

2015 2016 2017 2018 2019*

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 14

2,322 2,182 2,165 2,335 2,135

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 15

Source: IMF World Economic Outlook (Oct.2019)

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 16

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 17

iii. Tax and Regulatory Requirements

iv. Market conditions – Demand, Supply and Competitors

v. Cost Structure and Advantage

vi. Technological Environment

vii. Expected Return on Investment

ix. Foreign Currency Rates and Expectations

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 18

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 19

Private Equity fund / General Partner

Returns / exit value

Portfolio Portfolio Portfolio

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 20

Marketing the fund

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 21

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 22

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 23

• Economies of scale • Regulatory requirements

• Market share and Competition • Reduction of Leverage

• Technology and Innovations • Economic environment

• Intellectual property • Political environment

• Customer contracts and history • Consolidation

• Raw material linkages • Other synergies

• Risk mitigation • Attractive valuation – Opportunistic

• Market entry and / or expansion • Tax efficiencies

• Vertical and / or lateral integration • Stock market trends

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 24

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 25

Overview of Mergers & Acquisitions – Dhananjay Satarkar – 5 June 2020 26