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 Beler
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
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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 Universit de Lausanne, UCLA
CFA charter pending
mario.holzer@ch.pwc.com
We are all former PwC Corporate Finance / M&A interns
Todays 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
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3
4. Further information about a career @ PwC
Introduction to PwC Corporate Finance
Corporate Finance / M&A in the context of PwCs
organization
Assurance Tax and Legal
PwC Switzerland
Advisory
(300 employees)
Deals
(100 employees )
Consulting
(200 employees)
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Assurance
(1300 employees)
Tax and Legal
(760 employees)
PwC has a strong international network with more than
9000 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
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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
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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 (FlughafenZrich 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 fhrte und strukturierte imAuftrag der
Aktionre der Cipag AG dengesamten
Transaktionsprozess
ElcothermAG, eine Tochtergesellschaft
der in der Sanitr- und Heizungstechnik
international fhrendenAristonThermoGroup
bernimmt
die Cipag AG, ein Marktfhrer im Bereich
Wassererwrmer inder Schweiz
Jul i 2011
This announcement appears as a matter of record only.
Corporate Finance
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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 Mrtens Transportbnder 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 Dbendorfer 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 Dbendorfer 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
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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.)
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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 PwCs 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
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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
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Howabout joining PwC?
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