Executive Summary 1 Mergers versus Alliances 1.1 Alliances with growing 1.2 Leveraging Rewards while lowering risks 1.3 Rules of the road. 2 ARGUMENTS FOR AND AGAINST MERGERS AND ACQUISITIONS 2.1 Methods of amalgamations and takeovers 2.2 Rationale for growth by acquisition 2.2.1 Application #1. 2.3 Sources of synergy 2.3.1 synergy from operating economies 2.4 Financial synergy 2.4.1 Application #2. 2.4.2 Application #3 3 Other synergistic effects 4 Why a company may want to be acquired 5 Gains from mergers 6 Causes of failure 7 Conclusions on growth by acquisition 8 Merger and acquisition activity in different countries 9 STRATEGIES AND TACTICS OF MERGERS AND ACQUISITIONS 9.1 Strategic steps 9.2 Tactical steps 10 IDENTIFYING POSSIBLE ACQUISITION TARGETS 10.1 Information required for appraisal of acquisitions 11 ACQUISITION CONSIDERATION AND STRUCTURE 11.1 Share or asset purchase 11.2 Financial value 12 ACQUISITION OF QUOTED COMPANIES 12.1 The regulation of takeovers 12.2 Procedure for a public bid — preliminary steps 13 City Code regulation of acquisitions 13.1 The stages of an offer 14 ACQUISITION OF PRIVATE COMPANIES 14.1 Preliminary considerations 14.2 Documentation of the agreement 15 DEFENCE AGAINST TAKEOVERS 15.1 Management attitude to a bid 15.2 Non-financial considerations 15.3 Reasons for predatory bids 16 Strategic defense 17 Good housekeeping 18 The reaction of the target company 19 Anti-takeover mechanisms 20 Defense document 21 Acceptable offers 22 ISSUES INFLUENCING THE SUCCESS OF Acquisitions 22.1 Pre-offer issues 22.2 Post-audit and monitoring of post-acquisition success 23 Strategic Acquisitions Involving Common Stock 24 Sensible Motives for Mergers 24.1 Economies of Scale 24.2 Economies of Vertical Integration 24.3 Surplus Funds 24.4 Eliminating Inefficiencies 24.5 To Diversify 25 Right and Wrong Ways to Estimate the Benefits of Mergers 26 Divestitures 26.1 Divestiture Illustrations 27 Conglomerate Mergers and Value Additivity 28 Appendix(es) 29 References

Globusz® Publishing New York • Berlin