Gen X / Sell-Side Scope

Phase I: Preparation of a Non-Binding Offer ("NBO")

• Approach the shareholders and/or advisors of Target to promote the Client's interest in the Project;
• Coordinating the signing of a non-disclosure agreement between the Client and the Target;
• Analyze the Target's selling documents and information (Teaser and/or Information Memorandum);
• Assist the Client in understanding the business environment in Egypt and gathering all the information needed for the Client to make its decisions regarding the Project, if required;
• Advise the Client on the overall planning, strategy, timing and tactics of the Project;
• Conduct full operational and financial analysis of the Target using different valuation methodologies including the following: (1) developing a detailed financial model projecting the performance of the Target over the next 5 years to be reflected into a Discounted Cash Flows model ("DCF"), (2) precedent M&A multiples and (3) public market multiples and sensitize the value according to different scenarios and assumptions;
• Help identify, along with the Client, the value of the different set of financial and strategic synergies that might arise from executing the Project, if applicable;
• Prepare a valuation presentation (“Valuation Presentation”) and present it to the Client, if required; and
• Assist the Client and other advisors, as applicable, in formulating, drafting and submitting the NBO.

Phase II: Due Diligence Phase

Assist the Client in the appointment of legal counsel, financial and tax due diligence advisors, as well as any other professional advisors that are necessary for the completion of the due diligence process;

Advise on defining the scope of work for the legal counsel, financial and tax due diligence advisors, as well as any other professional advisors to be appointed;

Coordinate the financial, legal and commercial due diligence process that is to be conducted in relation to this Project;

In coordination with the other advisors, assist in the Questions and Answers phase to ensure that all pending due diligence aspects in different areas are covered;

Reflect the key due diligence findings in the financial model and reach a final valuation range;/li>

Assist the Client and other advisors, as applicable, in formulating, drafting and submitting the final bid.

Phase III: Negotiations, Execution & Closing

Work, alongside the legal advisor, on reviewing and negotiating any needed legal documentation including the draft Sale and Purchase Agreement ("SPA"), or a markup in case the SPA is provided by the Target's shareholders, the shareholders agreement (“SHA") and the management agreement ("MA"), if needed;

Ensure, along with the legal counsel, that the SPA covers all key legal conditions such as;

• - Negotiate the proper set of representation and warranties to protect the Client post-closing;
• - Negotiate the proper indemnities against specific events;
• - Advise on the optimal payment structure of the consideration to ensure the satisfaction of the Target's indemnification obligations under the definitive agreement;
• - Advise on all appropriate arrangements that are needed to address any post-closing or warranty issues.

Intermediate and act as facilitator to ensure optimal terms and a smooth closing of the Projects in the best interest of the Client;

Advise, along with the legal counsel and auditors, on any relevant regulatory matters;

Assist in preparing and submitting any documentation required by regulatory authorities/bodies;

Work alongside the appointed legal counsel to execute the Projects and ensure the actual transfer of ownership to the Client (if applicable);

Take all necessary steps to ensure a successful completion of the Project (“Closing").