Corporate Strategy Board MA Focus Doing Deals in

Corporate Strategy Board M&A Focus Doing Deals in a Volatile Environment How to Modify the Deal Process for the Current M&A Climate Overview On September 3 rd, 5 th, and 8 th, 2008, the Corporate Strategy Board conducted small group discussions with a total of 15 Corporate Development Executives on the challenges associated with doing deals in a volatile environment. This document outlines the topics discussed, the data presented, and an overview of the key insights that surfaced from executives at each point in the discussion. Discussion Moderator: Seth Verry Document Author: Ross Katz Key Questions Addressed • What is the current business climate for doing deals? • How big an issue is volatility as a complicating factor in trying to do deals at this time? • Where is the deal process most likely to break down in a volatile or uncertain environment? • What emerging process fixes are corporate dealmakers considering or implementing? 1

Executive Summary of the Discussions With private equity sidelined in the past 12 months, buying opportunities for corporate dealmakers have improved. Indeed, corporate deal-making on a transaction volume (not value) basis has actually gone up. But the current environment of volatility is complicating what could otherwise be a very productive period, with a bit of a "one-two punch” for corporate dealmakers. First, the deal market itself is in a transitional period: coming down the from the deal-making peak of 2007, buyers and sellers are exhibiting mismatched expectations for price, with buyers hoping for bargains and sellers holding out hope for strong pricing. Earnouts, as a way to bridge these gaps, have become the “necessary evil” of the current environment. As appropriate as these devices are, they are extremely difficult to use in practice. Second, the extreme volatility of the macro-economy and capital markets has several implications for the deal process. For instance, contract "adjustments" are more likely to be required between announcement and close as conditions change rapidly. Thus, deal executives should pay more attention to Material Adverse Change clauses and the other contract devices that buyers (and to a lesser extent sellers) can use to protect themselves from many aspects of volatility. The larger issue is the impact of uncertainty on deal approvals: confidence in valuation models takes a hit, and management teams become conservative and less willing to consider bold commitments of capital. Leading dealmakers are considering valuation techniques that better deal with uncertainty, but they are also finding that the real solution here has less to do with technical valuation and much more to do with reframing the business case – and sometimes the deal structure – to align with the current bunker mentality of management teams. Table of Contents I. Summary of the Current Deal Environment • • II. IV. Volatility Complicates Dealmaking………. 3 Strategic Dealmaking Remains Strong…. . 4 Prices are Down Yet Still Relatively High. . 5 Drivers of Continued Corporate Dealmaking. . . 6 • The One-Two Punch of Volatility…………. 7 Challenges of the Current Environment • Where Volatility Affects the Deal Process. . 8 • M&A Challenges to Dealmaking in Volatility…………………. . . 9 • Key Challenges to Dealmaking in Volatility…………………. . 10 Valuation • Valuation Overview……………. . . 11 • The Right Tools for the Right Time……… 12 Negotiations • Deal Structure Overview…………. . . 13 • Pick Your Poison: Available Structural Provisions………………… 14 Management Conservatism • Management Conservatism Overview…. . 15 • Combating Management Conservatism…. . 16 • The Power of a Good Story: Cargill’s M&A Gameboard………………. . 17 2

Section #1: Summary of Current Deal Environment Volatility Complicates Dealmaking Summary of the Current Economic Climate Worldwide, deal volume has declined across industries, but this is a misleading outlook for the corporate dealmaker. Corporate M&A has grown 6% since this time last year, indicating that Corp Dev executives have continued to seek acquisitions as private equity has moved to the sidelines. PE deal volume is down 25% on last year (see page 4). Meanwhile, prices have declined slightly, but not significantly enough to reflect an opportunity for bargain hunting (see page 5). Most industries are still above their 10 -year average EBITDA multiples, with notable exceptions (for instance, real estate). We believe this reflects a structural shift occurring in the corporate M&A market. Acquisitions are being more widely used as vehicles for corporate strategy. This trend reflects the “open innovation” movement, the growing use of acquisition as a channel to customer solutions, and the growing acceptance of adjacency market entry as a valid corporate strategy. In addition, corporate development groups are being staffed to more effectively execute these strategies (see page 6). We contend that current economic volatility is impacting strategic M&A processes through two primary forces: • The “Transitional” Market for Deals: Seller’s expectations have not yet returned to an equilibrium that might catalyze a spike in corporate bargain-hunting. • Broader Macroeconomic Volatility: Volatility- in equity markets, debt markets, and input markets- renders the underlying assumptions of deals difficult to trust (see page 7). Questions for Group Discussion 1. 2. 3. Does this capture the core dynamics of the deal environment you are seeing? How big an issue is volatility as a complicating factor in trying to do deals at this time? Which aspect of the overall volatility presents the greatest challenge: • the overall macroeconomic volatility • the transitional nature of the market for deals Summary of Group Responses Executives broadly agreed with our characterization of the market, citing a mismatch between buyer and seller expectations, unpredictable deal flow, fewer auctions, less debt financing, longer negotiation time frames, and management conservatism as the major complicating factors of volatility. Both macroeconomic volatility and the transitional marketplace contribute to these challenges. 3

Section #1: Summary of Current Deal Environment Strategic Deal Making Remains Strong On a Volume Basis, Deal Making by Corporate Buyers is Actually Up This Year Overall Worldwide M&A Volume Number of Transactions By Quarter Transaction Volume by Buyer Type % Change from Previous Year 6% -25% Strategic Source: Thomson Datastream. Source: Dealogic. Private Equity 4

Section #1: Summary of Current Deal Environment Prices Are Down Yet Still Relatively High EBITDA Multiples Have Corrected but Remain Far From Bargain Territory Median EBITDA Multiples* By Quarter 11. 9, Q 1 2008 9. 7, Q 3 2008 6. 3, Q 4 2002 *Source: Thomson Datastream. 5

Section #1: Summary of Current Deal Environment Drivers of Continued Corporate Deal Making Several Structural Changes May Explain Why Corporate Buying Isn’t Slowing Down • Structural shift in the role that deals play in several ways: – Acquisitions as means of product development via “open innovation” – Continued use of deals (and partnerships) to deliver on “solutions” strategies – Legitimization of “adjacent” growth strategies – often achieved via deals • Growing basic competence and staffing of Corp Dev groups • Significant change in the market’s reaction to deals –more positive than its used to be (Mc. Kinsey research) • Kicker? : in a volatile economy deals can advance objectives more rapidly plus signal management’s confidence in the strategy • Bottom line: as long as there are strategies to advance, there will be deals getting done 6

Section #1: Summary of Current Deal Environment The One-Two Punch of Volatility Corporate Dealmakers Are Dealing With Two Broad Dimensions of Uncertainty • The “transitional” nature of the market for deals – sticky seller expectations for price yet impatient buyers looking for bargains (akin to real estate) – unclear when/if we reach a new equilibrium – multitude of variables at play • exchange rate impact on cross-border bargain hunting • when PE comes off the sidelines • pace of financial market recovery • potential for post-election regulatory changes • The broader context of macroeconomic volatility – an unprecedented period in modern economic history – wide range of indicators well outside of historical ranges • oil, exchange rates, food prices, many commodities, real estate – corporate planners having to rethink the planning process – the focus of our Executive Workshop series this year 7

Section #2: Challenges of Current Environment Where Volatility Affects the Deal Process Corporate Strategy Board View Based on our one-on-one conversations with members, we contended that all aspects of the deal process were affected by volatility. We captured these issues through representative quotations on page 9. We also synthesized those conversations into a map of the deal-making process with corresponding challenges for each phase, page 10. 1. 2. Questions for Discussion Which element of the deal process is most stressed by the current environment of uncertainty? And how? What can be done to address the challenge? • Process fixes you considering or implementing • Ideas you have heard about that pique your interest • Ideas you would like to test among this group of peers Summary of Group Responses Participating executives expressed the greatest concern with the following three aspects of deal-making: Valuation: Volatility is undermining the assumptions which are normally included in valuation models, causing executives to consider alternative methods of valuation, such as real options. Negotiations & Deal Structure: In the current environment, executives are encountering a mismatch between buyer and seller price expectations. One executive observed that sellers were expecting 30 -40% premiums on their 52 -week highs rather than the currently depressed market value. Several cited this mismatch as the most complicating factor in the current economic environment. Mismatched price expectations are lengthening the time frames between LOI and close. Longer negotiation time frames are leading to revisited deal terms. One executive believed these time frames to be 30 -40% longer than normal. Volatility during the lengthened negotiation period perpetuates more revision and uncertainty of deal terms up to the time of agreement. Management Approval: Volatility is causing leadership teams to become increasingly conservative about engaging in acquisitions. We introduced research and views on each of these areas, and discussed them at length, as outlined on pages 11 -17. 8

Section #2: Challenges of Current Environment M&A Challenges of the Current Environment Representative Quotes from Research Interviews “The latest challenge is overvalued companies that prefer not to sell instead of dropping their ask price to reasonable levels. ” “Outside of the auction context, I am wondering how often potential buyers are characterized as being overly aggressive (e. g. , taking too buyer friendly an approach on contract terms)…. Does the current environment influence initial positioning in any significant way on this subject? ” “One of the challenges the volatile environment presents is to make "Adjustments" to the earlier agreed (but not closed) terms, when the environment was rosier then what it is now. What kind of adjustments can be made and what clauses can/need be incorporated in agreements to this effect (from Buyer and Seller perspective). ” 9

Section #2: Challenges of Current Environment Key Challenges to Dealmaking in Volatility Valuation, Negotiations, and Approval are Most Challenging During Volatility Deal Stage Prospecting Unpredictable Deal Flow Process Challenge • Deal flow becomes unpredictable (or diminished) as sellers revisit their intent to sell Valuation Negotiations Approval Limits of DCF Method Mismatched Expectations Management Conservatism • Standard techniques not well suited to the high levels of uncertainty in critical inputs • Difficult to reconcile price expectations of buyers and sellers. • Understandable management bias to “keep the powder dry” during current volatility Terms Revisited • Buyers seeking to renegotiate as conditions change Integration Potential Synergies Rendered Invalid • Mid-cycle integration efforts needing drastic redirection as initial planning assumptions prove to be incorrect 10

Section #3: Valuation Overview Corporate Strategy Board View The current environment of uncertainty requires dealmakers to consider alternative methods of valuation, such as decision trees or real options. The matrix of valuation techniques outlined on page 12 illustrates that some valuation methodologies are more naturally suited to different types and levels of uncertainty. This matrix comes from a past CSB research on the global energy company Shell, which faces relatively high degrees of project- and marketbased uncertainty in many of its initiatives. 1. 2. Questions for Discussion What challenges have you encountered when valuing companies in the current environment? Are you utilizing different methods of valuation? • Real Options? • Decision Tree? • Other? Summary of Group Discussion Participating executives agreed that uncertainty in the current environment undermines the assumptions of discounted cash flow and other valuation models. Triangulation is Preferred: Dealmakers are considering more complicated valuation tools, such as real options analysis, to better model the uncertainty of the economic environment. However, experienced participants advocated for using multiple valuation models to triangulate the value of a company rather than trying to accurately create one model for all of the uncertainties involved. Stronger Attention to Sensitivity Analysis: During valuation, participants expressed the need to be more conservative with inputs and conduct a robust analysis of the assumptions underlying a valuation. This helps discover which valuations may be less sturdy in the current economic climate. 11

Section #3: Valuation The Right Tools for the Right Time Shell Leverages Different Valuation Tools to Address Different Types of Uncertainty 12

Section #4: Negotiations Deal Structure Overview of Group Responses Corporate Strategy Board View Corporate dealmakers have a wealth of structural devices for reconciling divergent price expectations and mitigating risk (see page 14). The challenges is that the tools that theoretically have the most potency – earnouts and MAC clauses – are arguably the most difficult to use in practice. Questions for the Group 1. Are you altering deal terms to reconcile price and mitigate risk? 2. Which of the tools, presented on page 14, are you using? 3. What challenges have you encountered when utilizing these tools? Participating executives agreed that structural tools were appealing when trying to reconcile price and mitigate risk, but they disagreed about the effectiveness of those tools. In particular, participants had valuable discussion about these options: Earnouts: Participating executives expressed divergent perspectives on the use of earnouts to bridge the gap between buyer and seller price points. Earnouts can be exceedingly complicated. One executive described a meeting in which a parabolic formula was proposed to determine the amount of an earnout. She laughed at the prospect, “Lawyers are not mathematicians. ” It would be difficult for an M&A lawyer to describe complex earnout schemes in a contract, let alone make them enforceable. Therefore, some executives explicitly avoid earnouts. Other executives expressed more comfort with utilizing them. These executives emphasized the need to keep them simple and explicitly align buyer and seller interests. Material Adverse Change (MAC) Clauses: For acquisitions of public entities (where a time lag exists between agreement and close), volatility is causing dealmakers to more closely consider the usage and structure of MAC clauses. There is some disagreement about whether these clauses can be worded to be neither too narrow nor too broad, such that they can be enforced. Closing Conditions: Warranties and Indemnities are being more strongly considered and debated to protect buyers during the longer timeframes between agreement and close. Participants expressed difficulty with evaluating the terms to put in a deal outside of an auction and deciding on the posture with which to approach negotiations. 13

Section #4: Negotiations Pick Your Poison Buyers Have a Wealth of Structural Devices for Managing Uncertainty Announcement LOI Negotiation • Purchase Price Adjustments • Excluded Assets Close Closing • Material Adverse Change (MAC) Clauses • Termination Fees Discussion Question: What of these tools are you now using to manage risk? • Lock Up • Go Shop • Other Affirmative & Negative Covenants Integration • Earnouts • Representations • Warranties • Hold-Backs • Indemnifications 14

Section #4: Management Conservatism Overview Corporate Strategy Board View There at least three broad strategies for combating management conservatism when it comes to doing deals: 1) demonstrating the value of acting now, 2) reducing the cost of action, and 3) showcasing the risks of waiting. The following slide outlines these strategies along with representative tactics for pursuing them. Linking proposed deals to the strategy is the clearest tactic; it’s also something that many dealmakers believes they do well when in fact they do not. Page 16 presents Cargill’s M&A Gameboard, a tool Cargill uses to visually represent how each acquisition fits into its overall strategy. Questions for Discussion 1. Which tactics have you used to combat management conservatism? 2. Which tactics have been most successful? Overview of Group Responses Participants made these recommendations for overcoming management conservatism in a volatile environment: Focus More Strongly on Strategy and Types of Synergies: Participants consistently agreed that the volatile environment called for even closer attention to how acquisitions fit with overall corporate strategy. Synergies should be closely examined to ensure that they can be delivered following integration. In addition, participating executives are doing more granular market analyses to determine which markets are desirable. This tactic ensures the deal stands up to criticism and ensures that key stakeholders are invested. Find Desperate Buyers in Your Organization: One executive expressed the need to find desperate business heads to fund and support acquisitions. Desperate buyers tend to have more sound strategic logic and the commitment necessary to ensure that integration occurs quickly and smoothly. Pick Your Battles: Participants agreed that executives should cautiously choose the acquisitions which are worth lobbying management to undertake. As discussed above, organizational commitment and alignment can be the most important factors in determining acquisition success. Get Capital Out of the Equation: Conservatism has put stringent capital constraints on dealmakers’ purchasing resources. When combined with exorbitant prices, many dealmakers are becoming more open to alternative deal structures-such as alliances, licensing, or option agreements- to make deals happen. 15

Section #4: Management Conservatism Combating Management Conservatism Strategies - and Representative Tactics - for Securing Management’s Approval Strategies Representative Tactics Link the deal to the strategy Leverage tools that visually link depict how deals done today set up sequential moves that meaningfully advance critical strategies (example: Cargill’s M&A Gameboard and associated CSB Powe. Point tool) Demonstrate the Value of Acting Now Showcase the (positive) empirical record Leverage recent CSB work on ‘Winning in the Turns, ’ or BCG’s work on doing deals during downturns; both analyses suggest that bold decisions (such as deals), have a greater chance of creating competitive advantage in uncertain or difficult times. Reduce the Cost of Action Take capital out of the equation Pursue a joint venture, for example, or secure “first right of refusal” for the target while conducting further analysis. Make the cost of inaction visceral and real Showcase the Risks Use war-gaming techniques to show existing or new competitors could of Waiting seize the opportunity missed by not doing the deal yourself. 16 Source: Jeff Gell, Jens Kengelbach, Alexander Roos, “The Return of the Strategist – Creating Value with M&A in Downturns, ” The Boston Consulting Group (May 2008)

Section #4: Management Conservatism The Power of a Good Story Cargill Uses its ‘Gameboard’ to Show How Each Deal Fits into a Coherent Strategy Link to Excel-Based Tool to Create Your Own Gameboard 17 Link to Case Study for Further Detail on How Cargill Created and Uses the Gameboard

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