Corporate Finance

PwC Corporate Finance / M&A
@ HSG Investment Club
March 2012
Who we are
Dr. Marco Tremonte
Senior Manager
With PwC since 2004
Education:
lic. oec. publ & Ph.D. in Finance
University of Zurich
 marco.tremonte@ch.pwc.com
Matthias Büeler
Senior Consultant
With PwC since 2008
Education:
Masters degree in Finance
University of Berne, Singapore Management University
CFA Level III candidate
 matthias.bueeler@ch.pwc.com
2
 matthias.bueeler@ch.pwc.com
Michael Huber
Senior Consultant
With PwC since 2008
Education:
Masters degree in Finance, Controlling and Banking
University of Basel
CFA Level III candidate
 michael.t.huber@ch.pwc.com
Mario Holzer
Senior Consultant
With PwC since 2009
Education:
Master of Finance
HEC Université de Lausanne, UCLA
CFA charter pending
 mario.holzer@ch.pwc.com
We are all former PwC Corporate Finance / M&A interns
Today’s agenda
1. Welcome
2. Introduction to PwC Corporate Finance / M&A
3. Your Internship @ PwC Corporate Finance / M&A
4. Further information about a career @ PwC
3
3
4. Further information about a career @ PwC
Introduction to PwC Corporate Finance
Corporate Finance / M&A in the context of PwC’s
organization
Assurance Tax and Legal
PwC Switzerland
Advisory
(300 employees)
Deals
(100 employees )
Consulting
(200 employees)
5
Assurance
(1‘300 employees)
Tax and Legal
(760 employees)
• PwC has a strong international network with more than
9’000 professionals in the fields of corporate finance, due
diligence services and other transaction advisory services.
• This international network enables the Swiss PwC deal team
to access transaction specialists in more than 150 countries
around the globe to ensure your transaction becomes a
success.
Transaction Services /
Due Diligence
(50 employees)
Corporate Finance /
M&A
(50 employees)
PwC Corporate Finance – Leading in the middle-
market
M&A mid-market advisors in Switzerland
(Max. deal value: EUR 500 m)
M&A mid-market advisors in Europe
(Max. deal value: EUR 500 m)
Rank Company Name
Value
(EURmn)
# of
Deals
1 PwC 863 15
2 KPMG 524 14
3 BDOLLP 546 10
4 Goldman Sachs 1'27 2 9
5 Credit Suisse 1'566 8
Rank Company
Value
(EURmn)
No. of
Deals
1 KPMG 5'902 188
2 PwC 5'566 174
3 Rothschild 17 '126 136
4 Ernst &Young 5'298 120
5 Deloitte (formerly Deloitte &Touche Corporate Finance) 3'604 117
6
Source: mergermarket
Period: 1.1.2011 – 31.12.2011
Top 15 – Ranked by number of deals
Period: 1.1.2011 – 31.12.2011
Top 15 – Ranked by number of deals
5 Credit Suisse 1'566 8
6 Ernst &Young 445 8
7 M&A International Inc 19 8
8 UBS Investment Bank 907 7
9 Lazard 628 7
10 Global M&A - 7
11 Bank Sarasin &Cie AG 7 61 4
12 Bank of America Merrill Lynch 498 4
13 BNP Paribas SA 37 4 4
14 Swiss Capital Group 17 8 4
15 Altium Capital 115 4
5 Deloitte (formerly Deloitte &Touche Corporate Finance) 3'604 117
6 Lazard 11'135 88
7 BDOLLP 1'967 66
8 M&A International Inc 607 65
9 UBS Investment Bank 10'453 59
10 DC Advisory Partners 2'687 59
11 BNP Paribas SA 6'463 58
12 Goldman Sachs 10'307 57
13 Bank of America Merrill Lynch 11'7 84 56
14 Leonardo &Co. 3'7 99 54
15 Credit Suisse 9'97 6 49
Our Corporate Finance Teamin Switzerland
Corporate Finance Team
Corporate Finance /
M&A
Valuation
• Business Valuation
• Fairness Opinions
• Disposal Advisory
• Acquisition Advisory
Industries
Consumer and
Industrial Products and
Business Services
Real Estate
Consulting
• Portfolio transactions
• Investment analysis (Due
Diligence)
Some 50 professionals
7
Extensive market coverage.
Largest middle-market teamin Switzerland.
• Real Option Valuation
• Capital Structure Consulting
• Shareholder Value
Management
• Intellectual Asset
Management
• Privatisation
• Project Finance
• Purchase Price Allocation
• Public to Private
• MBO / MBI
• Fund Raising
• JVs and Alliances
Business Services
Financial Services
Technology,
Information
Communication and
Entertainment
Energy
Pharma, Biotech and
Chemicals
Diligence)
• Valuation
• Feasibility studies
• Portfolio & strategy analysis
• Market & production site
analysis
PwC Corporate Finance Switzerland – Selected
Transactions
This announcement appears as a matter of record only.
A world market leader
for mobile DRM technology
was sold to
prior shareholders and the management
acquired 100%in
Aconsortium consisting of
This announcement appears as a matter of record only.
has invested in
This announcement appears as a matter of record only. This announcement appears as a matter of record only.
acquired the Convenience Business from
a leading Swiss logistics company
was sold to
This announcement appears as a matter of record only.
was sold to
This announcement appears as a matter of record only. This announcement appears as a matter of record only.
Arrangement of an acquisitionand working
capital credit facility for
A Leading SwissManagement Consulting
This announcement appears as a matter of record only.
to
have acquired
This announcement appears as a matter of record only.
acquired 100% of
SAAB SPACE SAAB SPACE
has sold
a leading Swiss
animal healthcompany to
This announcement appears as a matter of record only.
PwC acted as sole financial advisor to
HOCHDORF Holding AG
sold HOCHDORF Nutribake AG, a trading
company active inthe bakery industry, to
a global player active inthe development,
production and marketing of bakery ingredients
April 2011 Corporate Finance
This announcement appears as a matter of record only.
EMTest AG (CH-Reinach BL) and its independent
sister company EMTest GmbH (DE-Kamen)
have been acquiredby
RETE Holding AG,
a NewCo formed by
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as sole financial advisor
to the sellers of the EM Test Group Companies
This announcement appears as a matter of record only.
PwC acted as sole financial advisor to the
shareholders of Lavasoft AB
was sold to
Solaria – a Canadian private equity firm
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as Lead Advisor to Vontobel Group
set up partnership for a joint range
of securities insourcing services
and
Corporate Finance
the international airport operator company
disposed a minority stake in
GVK Power & Infrastructure Ltd
Corporate Finance
This announcement appears as a matter of record only.
to
PwCprovided financial advisory
services toUnique (FlughafenZürich AG)
NIBE Industrier AB, Sweden
througha publictender offer
in the amount of CHF 638 million
PwC Switzerland acted as sole financial advisor
tothe Schulthess Group
This announcement appears as a matter of record only.
acquired
the publicly listed
Switzerland
Corporate Finance
sold its Heating Element Division in
Aarau, Switzerland to
The divisionwill form part of the
Backer Group withinNIBE Element and
operate as Backer ELC AG
NIBE Industrier AB, Sweden
PwC Switzerland acted as sole financial and
legal advisor toAB Electrolux, Sweden
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as sole financial advisor to the
shareholders of Otto Weibel AG
a leading manufacturer of wood coatings and
paints
was sold to
an international industrial holding company
Mai 2011 Corporate Finance
This announcement appears as a matter of record only. This announcement appears as a matter of record only.
Corporate Finance
PwC acted as Lead Advisor to OC Oerlikon AG
sold its
Optics business in Shanghai
to EIS Optics Limited,
a UK based company owned by
and
A leading Swisstechnology company
PwC führte und strukturierte imAuftrag der
Aktionäre der Cipag AG dengesamten
Transaktionsprozess
ElcothermAG, eine Tochtergesellschaft
der in der Sanitär- und Heizungstechnik
international führendenAristonThermoGroup
übernimmt
die Cipag AG, ein Marktführer im Bereich
Wassererwärmer inder Schweiz
Jul i 2011
This announcement appears as a matter of record only.
Corporate Finance
8
to
sold
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as sole financial advisor
toZehnder Group
sold its Connector
Business to
a subsidiary of
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as sole financial advisor to Rexel Group
This announcement appears as a matter of record only.
PwC acted as sole financial advisor
to Schweizerische Depeschenagentur
acquired the Swiss operations of
AP International from
by means of a cooperation-
and license agreement
Corporate Finance
PwC acted as sole financial advisor to the
shareholder of Grossauer Elektro-Handels AG
was sold to
Elektro-Material AG, Switzerland,
a subsidiary of Rexel Group, France
December2010 Corporate Finance
This announcement appears as a matter of record only.
a leading biopharmaceutical company
was sold to
This announcement appears as a matter of record only.
PwC acted as sole financial advisor to the selling
shareholders of OM Pharma
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as Lead Advisor to Ascom
sold
its Powerline Communications activities
to
Corporate Finance
This announcement appears as a matter of record only.
sold
Georg Fischer Logimatik AG
to
PwC acted as Lead Advisor to Georg Fischer AG
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as Lead Advisor to Fantastic AG
sold OmniCast Dispatcher Product Line
and
US-Business Unit to
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as Lead Advisor to Systor AG
was sold to
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as Lead Advisor to Georg Fischer AG
sold
Georg Fischer Speditionslogistik AG
to
Rhenus Alpina AG,Basel
Corporate Finance
PwC acted as Lead Advisor to SDC AG
Corporate Finance
Technologies International SA
Corporate Finance
PwC acted as sole financial advisor
to Astorg Partners
LIBEROCommodities AG, Switzerland
PwC Switzerland acted as sole financial advisor to
LIBEROCommodities
Corporate Finance
PwC Switzerland acted as sole financial advisor to
the shareholders of Hilcona AG
Corporate Finance
Bell AG, Switzerland
PricewaterhouseCoopers acted as sole legal and
financial advisor tothe selling shareholders
of General Transport AG.
Corporate Finance
PwC acted as sole financial advisor to the
shareholder of Märtens Transportbänder GmbH
an independent german trading company
Corporate Finance
A Leading SwissManagement Consulting
Company
PwC acted as Lead Advisor
to Lodestone Management AG
Corporate Finance
PwC acted as Lead Advisor to APAAustria Presse
Agentur and Schweizerische Depeschenagentur
A leading Swissimageagency
Corporate Finance
PwC acted as Financial Advisor to Ruag
Corporate Finance
Corporate Finance
PwC acted as sole financial advisor to Hochdorf AG
sold its
Medical Business Division
for CHF 105 million to
a portfolio company of
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as sole financial advisor
toCOLTENE Holding AG
Acquisition of the Majority Stake by
the Minority Shareholder via
Leveraged Recapitalization
This announcement appears as a matter of record only.
Corporate Finance
PwC acted as sole financial advisor
tothe Minority Shareholders
This announcement appears as a matter of record only.
PwC acted as Financial, legal and tax Advisors
to Emmi Group
has acquired
Corporate Finance
This announcement appears as a matter of record only.
sold its
Filament ExtrusionBusiness,
part of Rieter Machine Works Ltd., Winterthur,
to
Munich
Corporate Finance
PwC acted as sole financial advisor to Rieter
This announcement appears as a matter of record only.
a leading Swiss convenience food company
was sold to the management and
Corporate Finance
PwCacted as sole financial advisor to
Orior Holding SA, a wholly owned subsidiary
of Pargesa Holding SA
This announcement appears as a matter of record only.
PwC acted as sole financial advisor to the selling
shareholders of OM Pharma
was sold to
Corporate Finance
KIBAGGroup
the Dübendorfer Group
combines its business units with
Corporate Finance
This announcement appears as a matter of record only.
PwC acted as sole financial advisor to the selling
shareholders of Dübendorfer Group
Corporate Finance
sold
Rieter Textile Machinery France SAS, Valence
to
Saint Genis Laval
This announcement appears as a matter of record only.
PwC acted as sole financial advisor to Rieter
a leading Swiss food company
was sold to the management and
This announcement appears as a matter of record only.
Corporate Finance
PwC acted as sole financial
advisor tothe selling shareholder of KADI AG.
a subsidiary of NewMarket Corporation
PwC acted as Financial Advisor to KORAS AG
PolartechAdditives Holding AGand
PolartechAdditives China Holding AG
sold
to
This announcement appears as a matter of record only.
Corporate Finance
Your Internship @PwC Corporate Finance / M&A
Introduction to the field of Mergers & Acquisitions
10
An example of a disposal process
Negotiations
& Closing
Evaluation &
Due Diligence
Marketing Preparation
Phase I
(6 – 8 weeks)
Phase II
(4 – 6 weeks)
Phase III
(4 – 8 weeks)
Phase IV
(4 – 6 weeks)
• Business analysis and
preparation of sales story
• Normalization of financial
statements and
determination of sustainable
• Initiation of contact based on
agreed long list
• Confidentiality agreement
• Dispatch of information
• Evaluation and clarification
of offers received
• Redefinition of sales strategy
• Short-list bidders
• Selection of preferred
investor(s)
• Negotiation of transaction
agreement
11
Disposal process is conducted in a controlled auction process
determination of sustainable
earnings level
• Preparation of sales
documentation
- Short profile (teaser)
- Information
memorandum
- Process letters
• Identification of potential
investors (long list)
• Dispatch of information
memorandum
• Solicitation of nonbinding
offers
• Preparation of electronic
data room
• Preparation of transaction
agreement
• Short-list bidders
• Management presentation
and site visits
• Organization of data room
due diligence and Q&A
sessions
• Revised quotations incl.
mark-up to transaction
agreement
• Signing and closing
Job content as a Corporate Finance / M&A intern
Company and market research
• Desktop and data base research on various companies
and industries
• Data gathering with numerous financial data bases
(e.g. Bloomberg, mergermarket, dealogic)
Other tasks
• Elaboration of pitch presentations
• Supporting team in administrative tasks
• ….
12
Tasks in M&A projects
• Information Memorandum
• Preparation of financials statements
• Long List (potential buyers)
• Preparation of electronic data room
• Supporting project manager in various project
assignments
PwC Corporate Finance/M&A vs. Investment
Banks
Pros
• Assumption of significant responsibilty from day one
• Very steep learning curve
• Involvement along the entire transaction process due to smaller project teams
• Possibility to work on a broader spectrum of mandates (succession cases, PE deals, capital market transactions,
start-ups, business plans, valuation mandates, etc.)
13
• Work-life balance (no face-time culture)
• Possibility to compensate/getting renumerated for extra-hours worked
• In-house experts for assurance, tax&legal -> 1 stop shop
• More deals
Potential Cons
• Less direct capital markets exposure
• Smaller deals
• Less prestigious
• Lower bonus payments (salary per hour might be higher, though)
PwC Corporate Finance / M&A work experience is
highly respected and appreciated in the market
Investment Banking
14
Corporate Finance
Not all interns turn out to be lucky or have the skills for staying permanently with the PwC Corporate Finance team.
However, work experience within our team is highly respected in the market and serves as a door opener for some of the
most prestigious positions, apart from staying with us.
Strategy consulting
Private Equity / Family Offices
Further information about a career @PwC
Talent need @PwC Corporate Finance
6 months
Corporate Finance Zurich (fluency in German & English required)
6 months 6 months
February/
March 2012
August/
September 2012
February/
March 2013
2 interns hired 1-2 interns needed 1-2 interns needed
PwC 16
Corporate Finance Geneva (fluency in French & English required)
2 interns hired 1-2 interns needed 1-2 interns needed
6 months 6 months 6 months
February/
March 2012
August/
September 2012
February/
March 2013
1 intern hired 1 intern needed 1 intern needed
Corporate Finance/M&A recruiting process
1. Online application*
Register at www.pwc.ch/online-application and fill in the application form.
2. Online assessment (30 minutes)
At this stage we are most interested in knowing more about you as a person, your values and attitudes, as well as
finding out what your English skills are like.
3. Interviewday: Meet PwC & Office test, MMI, interview, case study (about 4.5 hours overall)
Meet @ PwC & Office test: The first part is an opportunity for us to meet for the first time and get to know each other.
PwC 17
In the second part of this meeting, you will be invited to take part in a detailed online assessment at PwC’s offices.
This test is designed to assess your behaviour and skills in terms of the competencies we at PwC deem to be
important.
MMI: General Q&A that is structured exactly the same for all candidates applying for the same job on the same basis.
In addition to the defined competencies, your interview will also address your strengths, interests and experiences,
and your behaviour.
Interview: Dedicated Q&A for the Corporate Finance/M&A position.
Case study: Analytical skills and knowledge about relevant technical topics in the field of Corporate Finance/M&A.
4. Hiring & Integration
* HSG Investment Club applications should be directly sent to Mr. Tobias Boersig (tobias.boersig@ch.pwc.com) who is responsible for
the Corporate Finance/M&A recruiting process. No online application needed.
Career path
• Attractive clients and teamwork
Partner
Senior Manager
Director
PwC
• Individual training and continuing education
• International working environment
• Cooperation across service lines
Junior Consultant
Manager
Consultant
Senior Consultant
18
Training opportunities
• Swiss Certified Public Accountant / Swiss Tax Expert / Fiduciary / CFA /
CISA
- On the job/coaching
- Internal preparation courses
- Expert training courses
- Time and financial support
• Special industry training
• Language classes
PwC
PwC Switzerland invests every year more than 11%of total fee revenues
into learning & development.
• Personal development
• Dissertations
19
Howabout joining PwC?
This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not
act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or
implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law,
PricewaterhouseCoopers AG, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any
consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision
based on it.
© 2012 PricewaterhouseCoopers AG. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers AG which is a member
firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.