Legal ABC for Tech Companies - Workshop by Henrik Armah, Partner of Greenberg Traurig at the NOAH Conference Berlin 2017, Tempodrom on the 23rd of June 2017.

1. G R E E N B E R G T R A U R I G G E R M A N Y , L L P | R E C H T S A N W Ä L T E U N D N O T A R I A T | W W W . G T L A W . D E
Legal ABC for Tech Companies
M&A Workshop @ NOAH, June 23, 2017
Henrik Armah, Partner, Greenberg Traurig

2. GET YOUR TICKET TODAY!
www.noah-conference.com
6-7
Old Billingsgate, London Tempodrom, Berlin
JUN20182-3 NOV2017
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M&A Process
2
1. Motivation for M&A Sales Process / Alternatives
2. Purchase Price
3. Different Phases of an M&A Process
4. Keys to a Successful M&A Process

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Motivation/Alternatives
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1. Strategic
> Organic growth not possible or too slow
> Business model requires growth
> Changes to the markets in which the company is active
> Company in crisis
2. Personal
> Desire for change
> Age/health
> Financial need or desire

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Motivation/Alternatives
4
3. Alternatives
> Organic growth
> Acquire other businesses to grow
> Carve-out of non-core business to focus resources
> Venture capital
> Cooperation with strategic investor without giving up control
> Joint ventures

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Purchase Price
5
> Cash vs. shares
> Fixed vs. variable
> Immediate or deferred payment
> Holdback / escrow vs. earn-out

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4 Main Phases
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1. Phase 1: Preparation
2. Phase 2: Approaching buyers
3. Phase 3: Negotiations and completion
4. Phase 4: Integration

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Timeline
7
Typical phases of an M&A deal with bid process
Phase 1:
Preparation
Internal preparation
Phase 2:
Approaching Buyers
• Teaser
• NDA
• Indicative offer
(non-binding) Signing
• Binding offer
• LoI
• Purchase
agreement
Closing
Phase 3:
Negotiations
Covenants Phase 4:
Integration
Satisfaction of
conditions
• Contract negotiations
• Due diligence
Disbursement
of hold back or
earn out

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Phase 1: Preparation
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> Market analysis
> Definition of common targets
> Analysis and mitigation of weak points
> Tax analysis of different sales models
> Preparation of due diligence
> Selection and engagement of advisors

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Phase 2: Approaching Buyers
9
> Market analysis
> Long list and short list
> Teaser
> NDA
> Data room and further information
> Potentially kick-off of initial due diligence

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Phase 2: Approaching Buyers
10
NDA: Typical content
> Scope of permitted use of information
> Permitted recipients
> Rights and obligations in case information is transferred onwards
> Non-solicitation clause
> Exceptions and term
> Destruction of documents and copies following expiration
> Venue, governing law

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Phase 3: Negotiations
11
> Letter of intent (LoI) with exclusivity
> Detailed due diligence
> Purchase agreement (draft) and commencement of negotiations
> Negotiate ancillary agreements
> Management and customer interviews
> Signing
> Closing

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Phase 3: Negotiations
12
LoI: Typical content
> Generally non-binding, but…
> Indicative purchase price
> Structure of purchase price and transaction (including assumptions on
which purchase price is based)
> Potentially: provisions on material guarantees and liability
> Time table and milestones
> Signing and closing conditions
> Exclusivity
> Confidentiality
> Cost coverage
> Venue, governing law

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Phase 3: Negotiations
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Due diligence: Typical content
> Software
> Hardware
> Financials
> Market position
> Legal
> Tax
> Personnel

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Phase 3: Negotiations
14
Various elements of a due diligence process
> Data room
> Q&A
> Management interviews
> Site visits
> Customer interviews
> Due diligence is not a one-way street

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Phase 3: Negotiations
15
In particular: Legal due diligence
> Corporate law, title to shares
> Loans and financing
> Software and other IP
> Data protection and other compliance
> Material customer, supplier and other contracts
> Personnel (employment agreements, freelancers, bonuses,
pensions, works councils)

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Phase 3: Negotiations
16
Purchase agreement: Typical content
> Purchase object
> Purchase price
> Conditions to close
> Closing
> Guarantees and liability
> Remedies in case of breaches of guarantees
> Covenants to cover period between signing and closing

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Phase 4: Integration
17
> If applicable: purchase price adaptation
> Retaining key employees
> Expiration of limitation periods
> Disbursement of hold backs or earn outs
> Non-compete undertakings for sellers

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Keys to success
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1. Attractive target
2. Market analysis
3. Consensus among main stakeholders
4. Prepare, prepare, prepare
5. Wisely chosen advisors
6. Timing
7. Control the process

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GT Germany
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Dr. Henrik Armah
Partner
T +49 (0) 30 700 171 137
E henrik.armah@gtlaw.com

22. Selected Completed NOAH Transactions
Focus on Leading European Internet companies
Covering over 400 companies across 25 online
verticals, a broad range of over 500 investors as
well as 100+ online-focused corporates
Deep understanding of industry dynamics
Ability to add value beyond banking advice
Facilitates overall process and minimizes
management distraction
NOAH Advisors is globally well connected
and has direct access to virtually all key
players in the industry
Knowledge of and strong relationships with
potential buyers’ key decision makers
Proactively finds and unlocks attractive
investment opportunities for leading investors
Annual NOAH Conference in its 8th year
Over 40 years of combined relevant M&A experience
Routine execution of M&A and financing transactions
with sizes of several billion euros
30 successfully completed NOAH Advisors transactions
underline successful transfer of M&A competencies to
the Internet sector
Entrepreneurial mind-set, focused on growing the
business and establishing a reputation for excellence
Ability to deliver top results in short time frames
Highly success-based compensation structures align
interests of clients and NOAH Advisors, and demonstrate
conviction to deliver top results
Creative deal solutions
December 2014
September 2014
October 2014
May 2014
Sale of 100% of
for $800m to
Exclusive Financial Advisor to
Fotolia and the Selling Shareholders
Sale of 100% of
for €80m to
Exclusive Financial Advisor to
Trovit and its Shareholders
Sale of controlling stake in
to
Exclusive Financial Advisor to
Facile.it and its Shareholders
sold 100% of
for $228m to a joint venture between
Exclusive Financial Advisor to Yad2
and its Shareholders
Unique Industry Know-How
Unmatched Network and Relationships
Strong Investment Banking Competence
Full Commitment - We Are Entrepreneurs!
EUROPE’S LEADING INTERNET
CORPORATE FINANCE BOUTIQUE
September 2016
October 2016December 2016
May 2016
Investment in
by
Financial Advisor to Oakley Capital Exclusive Financial Advisor to
10Bis and its Shareholders
®
Marco Rodzynek
Managing Director & Founder
marco.rodzynek@noah-advisors.com
Jan Brandes
Managing Director
jan.brandes@noah-advisors.com
Justus Lumpe
Managing Director
justus.lumpe@noah-advisors.com
The NOAH Advisors Core Banking Team
Nikhil Parmar
Director
nikhil.parmar@noah-advisors.com
10Bis
Acquisition of a Majority Stake in
by
from
at a valuation of €300m
Investment in
Exclusive Financial Advisor to KäuferPortal
and its Shareholders
by
84% Ownership
Financial Advisor to Silver Lake
Investment in
by