Page 4 - SONEPAR 2021 - AcquisitionBook

INTRODUCTION
PURPOSE OF THIS MANUAL
➜ Ensure profitability, return on investment and alignment with SONEPAR’s culture and strategy.
➜ Provide basic rules and guidelines to regional and local SONEPAR teams involved in acquisitions.
➜ Define and/or clarify the role of, and decision-making process for, all parties involved in external growth in line with the GROUP APPROVAL MATRIX.
HOW TO USE IT?
➜ This Manual follows the typical acquisition chronology highlighting the key phases thereof.
➜ For each step, checklists and/or templates are available and set out in the Appendices.
➜ “Golden rules” and key takeaways are highlighted with the symbol:
➜ CAPITALIZED TERMS used in this Manual are defined in the Glossary (page 43 and in Appendix 2).
TRANSACTION ROLES AND RESPONSIBILITIES: WHO DOES WHAT?
INVESTMENT COMMITTEE
Approves the acquisition (i) before issuing the LOI and (ii) before signing the SALE & PURCHASE AGREEMENT
PROJECT LEADER, TEAM & ADVISORS
Managed by the Project leader, the team is responsible for conducting the acquisition in coordination with HQ
REGIONAL PRESIDENT
Responsible for the acquisition strategy and processes
INTEGRATION LEADER
In charge of leading the integration process to deliver the expected return on investment and coordinating with HQ to meet GROUP requirements
Depending on the size and/or complexity of the contemplated transaction, a more in-depth support may be provided by the HQ M&A, Legal and Tax teams. In some cases, they may even take the lead of the project.
The assistance of other operational and functional teams across the GROUP may be requested, if and when necessary.
2 SONEPAR - ACQUISITION MANUAL - 2021 - FOR INTERNAL USE ONLY www.sonepar.com
HQ M&A TEAM
Provides support to the Project team, reviews and vets the documentation to be presented to the INVESTMENT COMMITTEE
HQ LEGAL TEAM
Reviews and vets the contractual documentation related to the transaction
VP TAX
Reviews and vets the transaction structure