MERCAL CONSULTING GROUP

A partnership with A partnership with futurefuture

………………………………………………………………© MERCAL CONSULTING GROUP

>> A partnership with >> A partnership with futurefuture

MERCAL CONSULTING MERCAL CONSULTING GROUPGROUP


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>> Index1. Organization2. Mercal Consulting

Group3. World Presence4. Areas of Activity5. Methodology6. Mergers &

Acquisitions >> Sale of Companies >> Acquisitions >> Evaluation of

Companies

7. Internationalization>> International Trade>> Corporate Location>> Foreign Direct Investment

8. Collaboration Proposal


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1. OrganizationMCG is a group of international consultancies, specialized in the areas of Consultancy, Mergers & Acquisitions and Internationalization. All the Mercal’s consultants and associates have a long experience, at national and international level. We supply pragmatic solutions to our customers, allowing them to reach the development goals of its businesses. We focus in results and offer innovation, in way to find solutions for the many faced challenges.Our actuation is centered in Europe, however, we also have a strong presence in Brazil, Africa and recently in East Europe.


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2. Mercal Consulting GroupMercal Consulting Group is constituted by the following subsidiaries:

> Mercal Portugal (Lisbon)> Mercal Iberia (Spain)> Mercal Brasil

> And for associated local consultants in Africa (Angola, Cape Verde, Guinea Bissau and Mozambique) to promote businesses (comercial and investment) to its customers

- In 2004 was certified by NP EN ISO 9001:2000.


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3. World PresenceMERCAL> Angola> Brazil> Cape Verde> Guiné Bissau> Mozambique> Portugal> Spain


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4. Areas of Activity

•MERCAL Business Consultancy (www.mercal.pt)

•MERCAL Mergers & Acquisitions (www.mercal.biz)

•MERCAL Internationalization (www.mercal.info)


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4. Areas of ActivityMERCAL Business Consultancy - www.mercal.pt

assures the services of Management and Consultancy, contemplating, between others, the following areas of actuation:

- Strategy and Global Management;- Marketing Planning and Development; - Corporate Finance- Process Management and Management Integrated Systems (ISO 9001,14001,22000 and OSHAS 18000);- Investment Projects and Financement;- Management Training and Formation


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4. Areas of ActivityMERCAL Mergers & Acquisitions – www.mercal.biz

include the buy and sell of companies, focused in particular goals:

-Evaluation of Companies.-Company Sales;-Acquisitions;-Solutions for Succession Problems and family businesses-Finance Reestruction (MBO, MBI, and IPO)-Venture Capital


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4. Areas of ActivityMERCAL Internationalization www.mercal.info

gives all conditions to invest in Portugal (or abroad) covering all activities, obtaining incentives and supporting businesses.

- International Trade;- Corporate Location;- Foreign Direct Investment.


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5. Methodology1. Diagnosis and organization analysis in order to:

> Identify and dimension the internal oportunities for organization change and development towards better productivity and profit in all areas by process analysis identifying resources, capabilities and competences;

> Potenciate the organization growth and its activity by strategic marketing analysis identifying business oportunities (for trade and investment) at an international level;

> Promote our Customer Project providing its financement and incentives (local and at an international level).

2. Prepare and develop the business plan in order to do its implementation;

3. Project evaluation, monitorizing and control.



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ANALYSIS PROPOSAL DEVELOPMENT IMPLEMENTATION EVALUATION AND CONTROL

OBJECTIVS/ MÉTHODS

CALENDARIZATION

NECESSSARY RESOURCES

RESULTS TO OBTAIN

BENEFITS ORGANIZATION

HUMAN RESOURCESORGANIZATIONMISPRODUCTSFINANCE

ANALISIS REPORT

PRESENTATION

PROPOSAL

APROVATION

MARKETSTECNOLOGYECONOMIICSSOCIALLEGAL REGULAMENT.

STRENGTHS

WEAKNESSES

OPORTUNITIES

THREATS

SUPPORT DOCUMENTATION

TRAINING NECESSITIES

MIS

JOB & FUNCTION DESCRIPTION

NORMS AND PROCEEDMENTS

MIS

TRAINING PROGRAMS

JOB AND PERSONAL TRAINING

ISTEMS AUDITING

TRAINING AUDITING

SPECÍFIC REFORCE ACTIONS

ADVANCED PROGRAMS

FIRST MEETING

ADMINISTRATIVE AREA

OPERATIONAL AREA

LEADERS TRAINING

PRELIMINAR REPORT

APROVATION

WORKING GROUPS

IMPLEMENTATION

FUNCTION BALANCE SCORE

FINAL REPORT

OPERACIONAL SYSTEMS

OTHER SYSTEMS

LEADERS TRAINING

AUDITING REPORTS

ANALYSIS

BENEFITS



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6. Mergers & Acquisitions>> Sale of Companies1. Procedures

- Definition of the project objectives;- Analysis of the company; - Calculation of the company value and the offer price;- Identification of potential buyers;- Development of the sales strategy;- Confidential approach to potential buyers;- Coordination of the negotiating and selling process;- Providing legal and tax advice during the preparation of the

contracts.


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6. Mergers & Acquisitions2. Solutions of Succession Problems- Succession is one of the greatest challenges for the entrepreneur;- We know how difficult and emotionally fraught this process can become;- We prepare a comprehensive documentation of the personal situation and the interests of all company shareholders; -Then we will develop an appropriate strategy.

-Possible scenarios: > Identification of a successor within the family, possibly by inviting a financial investor;> Transfer of the company to the executive management (MBO);> Sale of an interest in or the whole of the company; > Widespread placement of interests in the company at a stock

exchange.

>> Sale of Companies


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6. Mergers & Acquisitions3. Spin-offs of industrial groups-"Lean management", "Focus on core competencies" and "Shareholder value" are fashionable keywords;- Many countries economies have understood that only companies which apply those concepts will survive in the global economy in the long run which position themselves as the leader in a specific market segment;- That’s the reason why more and more industrial groups and corporations sell subsidiaries or company divisions to be able to concentrate on the core business fields.



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6. Mergers & Acquisitions4. Exit strategies for banks- Small and medium-sized companies have got a high debt ratio;- This problem become dangerous when economic problems arise and the financing banks become their owners;- In these situations the banks and the shareholders contact us in order to organize a selected and determined search for national and international partners on a short-term basis;- The existing equity and the debt capital positions are secured and the existence of the company as well as the jobs can be guaranteed.



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6. Mergers & Acquisitions5. Exit strategies for financial investors- When there are a great number of financial investors with an average investment term between five and seven years, an increasing number of exits by these investors will be seen in the years to come;- A so-called exit may be:

> Sale of the company to another financial investor or to a suitable national or international strategic buyer;> Flotation of the company. In each of these cases we can offer competent consultancy services due to our membership in the IMCN, our experience in a variety of business

segments as well as our comprehensive buyer database.



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6. Mergers & Acquisitions>> AcquisitionsA step towards the realization of a business or personal objective, such as:- to strengthen the market position by external growth both at home or abroad;- to utilize all existing capacities;- to expand into neighbouring product/market segments;- to better diversify the risks;- to secure new technologies;- to become an entrepreneur as an MBO/MBI candidate.


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6. Mergers & Acquisitions1. Procedure of an acquisition assignment- Definition of the acquisition criteria and analysis of the objectives;- A complete selection of the candidates on the basis of a grid of criteria;- Establishing confidential and personal contacts;- Analysis of candidates;- Assessment of an appropriate purchasing price;- The development of negotiation strategies and the conduct of negotiations;- Preparation of contracts involving external legal advisers.

>> Acquisitions


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6. Mergers & Acquisitions2. Acquirers' Database- We have internally developed a database with extensive information on the acquisition criteria of different groups of potential acquirers;- In this database we systematically compile data on private investors, financial and institutional investors, industrial acquirers, and MBI candidates;- Today, our database comprises more than 30.000 entries and it is updated on a regular basis.

>> Acquisitions


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6. Mergers & Acquisitions>> Evaluation of CompaniesAs part of our M&A assignment, we draw up evaluation studies for companies and investments. We master the well-known scientific evaluation methods and apply them in practice by using our wealth of experience we have gained in this areas over many years.We determine practice-related and feasible business values by using the following procedures, depending on the task assigned:- Capitalized earnings method;- Discounted cash flow method;- Comparative value method;- Net assets valuation;- Determination of the liquidation value.


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7. Internationalization>> International TradeMCG helps companies grow internationally either through new market entry, diversification within existing markets or trade development. We also help trade promotion agencies develop their international trade programmes.

We offer a tailored package of services, including:- Distributor, agent and strategic partner searches and brokerage;- International representation for trade promotion agencies;- Identification and development of trade leads and business opportunities;- Industrial/commercial/market sector studies;


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7. Internationalization- Business Development strategy and implementation;- Business Development outsourcing;- Strategic marketing development;- Operational marketing support;- PR, including media relations;- Customer/supplier negotiations;- Market research;- Exhibition/Trade Fair support;- Organization of individual company visits and trade missions into, or from, Europe.

>> International Trade


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7. Internationalization>> Corporate LocationChoosing the right location is vital to the success of any business.

To access a high quality workforce, customers, markets and suppliers can mean the difference between success and failure. MERCAL provides a range of services to assist companies expand, relocate or consolidate their office, manufacturing, assembly, distribution and R&D operations, that include:

- Audit of the client's existing facilities/locations;

- Development of location strategy.


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7. InternationalizationFor each of the location options under review, MERCAL offers:- Demographic studies/profiles;- Comparative analysis of labour availability, skills and costs;- Mapping of local educational infrastructure, including training support;- Analysis of telecommunications and utility supply;- Identification and evaluation of available property and sites;- Identification of local, regional, national and pan-national grants and incentives;- Assessment of local attitudes to business and level of local authority support;- Comparative audit of transport provision for both freight and personnel;

>> Corporate Location


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7. Internationalization- Identification of suppliers;- Comparison of taxation policies and rates;- Review of public safety and security issues;- Identification of appropriate housing, schools and other social amenities;- Cost of living and quality of life comparisons;- Design and implementation of total move management solutions;

We work closely with our clients at the relevant stages of the corporate location process and we negotiate directly and in confidence with third parties on our clients' behalf.

>> Corporate Location


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7. Internationalization>> Foreign Direct Investment In seeking to attract investment government authorities and investment promotion agencies are faced with an increasingly complex choice of processes and tools available.

MCG provides a range of services to assist local, regional and national to develop and implement targeted, tailored programmes.

- Research and identification of companies with internationally-mobile investment projects;- Identification of the project decision-makers and open a dialogue with them;- Qualification of the existence of a project appropriate to the interests of our clients with decision-makers;


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7. Internationalization- Maintenance of ongoing contact with the decision-makers, providing them with timely, regular and relevant information; - Undertake face-to-face meetings with key prospects;- Organization of potential investor visits to client locations;- Management as required of the development of each potential investment project from first discussion through to successful completion;- Maintenance of consistent, ongoing liaison with our clients as an external member of the in-house teams; - Provide targeted aftercare services to recent and existing investors.

>> Foreign Direct Investment


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7. InternationalizationOur principal tasks in implementing such lead generation and development programmes (and where we can add most value) are to:- Identify companies which are in the early stages of considering an investment relevant to our clients; - 'Open the door' to a meeting with key prospects on behalf of our clients; - Persuade those companies with a qualified mobile investment project to visit our client's area.

To successfully promote a region to potential inward investors requires a close match between the key assets of the region receiving the investment and the particular needs and wants of the companies looking to invest.



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7. InternationalizationOther FDI services include:- International representation;- Benchmarking, evaluation and management of economic development programmes;- Design of organizational and partnership structures; - Organizational strengths and weaknesses audits within authorities/agencies;- Strategic marketing development;- Operational marketing support;- PR, including media relations;- Commercial/industrial sector development and cluster building.



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8. Collaboration Proposal >> Communication Model 1. Partners communicates local business opportunities to MERCAL (for exportation or investment);

2. MERCAL communicates them to its potential clients;

3. Potential clients ask MERCAL for more information;

4. MERCAL directs and treats the information providing the situation to the Partner.

- MERCAL can only continue to guarantee contact with potential clients, if there is more access to the new information.

- MERCAL gives necessary support as interlocutor throughout the whole process.


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8. Collaboration Proposal >> Opportunities Diagram In order to organize all the opportunities to be sent by the partner, they will be divided into activity areas:

- Land for agricultural exploration;

- Tourism/Hotel and Catering business (including the land for the building of tourist resorts);

- Industry (including the land for the building of industrial units);

- Trade/Services.


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8. Collaboration Proposal >> Opportunities Diagram From this division, we can organize a diagram of opportunities, according to the most relevant criteria:

- Target public identification;- Project objective;- Business Plan;- Project framing (location, dimension, square meters, brief history, etc).- Photos/Images, if possible.

Prepare the Communication Planning and advertising


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A partnership with futureA partnership with future

Praça de Alvalade, 6, 4º Esq.1700-036 LISBOA

Telf.: (+351) 21 781 11 40Fax: (+351) 21 781 11 49

E-mail: [email protected]: www.mercal.pt

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