2. AGENDA
• TRIPORTAIL
• THE TEAM
• SALES PROCESS OVERVIEW
• ACQUISITION PROCESS OVERVIEW
• MANAGEMENT BUY-OUT PROCESS OVERVIEW
• SEARCH FOR NEW FINANCIERS PROCESS OVERVIEW
• FAMILY AGREEMENT
• SOME TRANSACTIONS REALISED BY TRIPORTAIL
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3. TRIPORTAIL
Triportail assists entrepreneurs or investors during the key stages of the development of a private company :
• Transmission :
– Within the family or among the shareholders, through the drawing up of a Family Agreement
– Within the company, through a Management Buy-Out
– Outside the company, through the Sale of the Company.
• Development :
– External growth, through the Acquisition of companies
– External financing, through the Search of new Financiers.
4. TRIPORTAIL
Our philosophy :
• The assistance of a professional consultant during a buy or sell side assignment enhances the terms of a
transaction.
• Triportail carries out its services using of a rigorous methodology, inspired by investment banks, which ensures
the successful and efficient outcome of the process.
• This process is adapted to the specificities of each client in order to provide the most appropriate solution to
achieve the objectives assigned.
The added-value of Triportail lies in :
• A strict compliance with the confidentiality required by the transaction
• The lack of any conflict of interest in the execution of our missions
• A total availability for the missions we are entrusted with by our clients
• The defense and advancement of our clients’ interests
• A proven track record in the field of mergers and acquisitions and cross border transactions
• A rigorous and tested methodology
• A close collaboration with our clients’ usual counsels
• A remuneration mostly linked with the success of the mission
5. THE TEAM
Frank Guemara founded Triportail in 2003. Until then he established and led the Mergers & Acquisitions department at the bank Lombard Odier
& Cie, in Geneva, which he joined in 1993. In this role Frank Guemara managed the transfer of a number of privately-held companies in
Switzerland as well as abroad. Before joining Lombard Odier & Cie, Frank Guemara worked for 5 years for the audit firm Coopers & Lybrand
in Geneva. Frank Guemara sits on the board of directors of various companies involved in the businesses of food, retail, wine and finance.
Frank Guemara holds a degree in economics from Geneva University. He is also qualified as a certified public accountant (expert-comptable
diplômé) and is a member of the Swiss Institute of Certified Accountants and Tax Consultants (Chambre fiduciaire suisse). Frank Guemara
speaks French and English.
Jean-Marc Taverney has a 20 year international experience in corporate finance and business development. He served as head of finance for
Asia-Pacific at Société Générale de Surveillance (SGS) and, more recently, head of corporate audit EMEA at Eastman Kodak Company. His
responsibilities at those companies enabled Jean-Marc to acquire a significant experience in the fields of change management, restructuring
and M&A. Before joining SGS, Jean-Marc worked with the financial group of the Espirito Santo family in Lausanne and with Coopers &
Lybrand in Geneva.
Jean-Marc Taverney holds a MBA from Business School Lausanne and is qualified as an auditor (brevet fédéral d’agent fiduciaire). Jean-
Marc Taverney speaks French, English, Italian, German and Swiss-German
Claude Laporte is an attorney-at-law (brevet d’avocat) with a 3-year experience in mergers and acquisitions with the law firm Lenz & Staehelin
in Geneva. Before joining Lenz & Staehelin, he worked in the fields of financing services to companies at UBS, commodity trade finance at
BNP Paribas and in the publishing industry (L’Âge d’Homme).
Claude Laporte also holds a PhD in Law and a Master of Advanced Studies in Business Administration from Geneva University. Claude
Laporte speaks French, English, German, Romanian and Italian, and has a basic knowledge of Russian and Modern Greek.
6. SALES PROCESS OVERVIEW
Search and
Preliminary Information Letter of Due
Selection of Approach Negotiation Contracts
Diagnostic Memorandum Intent Diligence
counterparts
• Feasibility study (business, management, clients, price)
• Preparation of presentation documents for prospective counterparts
• Clear appraisal of investors’ profile
• Confidential approach (blind profile, NDA)
• Optimisation of quantitative and qualitative terms
• Formalisation of the main points of the deal
• Control of the information
• Formalisation
Triportail assists owners of companies located all over Europe with the sale of their business
The cycle of a transaction takes typically between 9 and 18 months.
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7. ACQUISITION PROCESS OVERVIEW
Target
Market Confidentiality Target Offer/ Letter of Due
Selection & Contracts
Analysis Agreement Analysis Negotiation intent diligence
Approach
• Target identification based on defined profile
• Target(s) selection and approach (confidential)
• Assess the willingness of the target to disclose confidential information and to enter into negotiation
• Analysis of data, valuation, feasibility
• Optimisation of quantitative and qualitative terms
• Formalisation of the main points of the deal
• Control of the information
• Formalisation
The proximity and in-depth knowledge of accounting, taxation and social laws and regulations are key success factors during the process
of an acquisition. Consequently, Triportail assists investors with acquisitions in Switzerland and Italy only.
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8. MANAGEMENT BUY-OUT PROCESS OVERVIEW
Feasibility Terms & Conditions Structuring Formalisation
• Company’s valuation • Financial • Secure the takeover • Contracts:
• Feasibility • Technical • Business plan • Sale
• Equity • Operational • Search for financing • Loan
• Cash-flow • Shareholders’
agreement
Triportail assists the owners of companies and/or the managers within the framework of a transfer of the company to its managers
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9. SEARCH FOR NEW FINANCIERS PROCESS OVERVIEW
Business Financing Company’s Presentation Investor’s
Approach Negotiation Contracts
Plan Needs Valuation Material Profile
• Preparation of a business plan
• Assessment of the financing needs
• Company’s valuation: definition of investment proposal
• Preparation of presentation material
• Definition of investor’s profile
• Approach (confidential)
• Terms & conditions of the
investment
• Formalisation
Triportail assists business owners with the search for financing or wishing to offer part of the capital to a financial or industrial partner.
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10. LE PROTOCOLE FAMILIAL
The Context The Process
• What is the mission, the vision, which • Triportail leads a reflection process
are the rights and obligations of the amongst family members. We make
Family towards the Company ? sure to address every critical issues to
ensure the Company’s continuity and
• What is the mission, which are the
the family’ serenity..
rights and obligations of the Company
toward the Family ? • Triportail addresses strategic as well as
operational issues, establish synthetic
• How to match both sides’ long term
reports, elaborate on key points of the
interests ?
family agreement process…
• ... and we produce and finalize a
“Family Agreement” that matches the
best interests of the Family with the
best interests of the Company.
The drawing up of a Family Agreement requires a process involving the owners of a family company, or the shareholders of a private company,
and their descendants, in order to set up a modus operandi within the company and within the family and/or among the shareholders, as well as
the interactions between both, in order to optimize the management of the company.
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11. SOME TRANSACTIONS REALIZED BY TRIPORTAIL
Touriscar SA Cenovis SA Henri Badoux SA
Meyrin Genève Aigle
was sold to was sold to was sold to
Groupe Veolia Transports Sonaris AG Obrist SA
Paris Arisdorf Vevey
(majoriity)
Triportail SA advised Triportail SA advised Triportail SA advised
the seller the seller the seller
during the transaction during the transaction during the transaction
Laboratoires Plan SA Mind On Site SA Majong SA
Aïre Aubonne Lausanne
was sold was sold to was sold
in the context of a Groupe Demos in the context of a
« Management-buy-in » Paris « Management-buy-out »
(majority)
Triportail SA advised Triportail SA advised Triportail SA advised
the seller the seller the seller
during the transaction during the transaction during the transaction
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12. SOME TRANSACTIONS REALIZED BY TRIPORTAIL
City BusSA
Confort Service SA
Les familles propriétaires de Genève
Lausanne
Felco SA, was sold to
was sold
les Geneveys-sur-Coffrane, Groupe Veolia Transports
in the context of a
established a family agreement Paris
« Management-buy-in »
Triportail SA advised
Triportail SA advised Triportail SA advised
the seller
the families of the shareholders the seller
during the transaction
during the transaction
Daniel Benjamin SA Dukascopy SA Blue Orchard SA
Lausanne Genève Genève
was sold proceeded with a proceeded with a
in the context of a capital increase capital increase
« Management-buy-in »
Triportail SA advised Triportail SA advised Triportail SA organized
the seller the company the capital increase
during the transaction
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