英文版復件 修改完整版專題東軟醫(yī)療對X企業(yè)戰(zhàn)略并購

1、英文版復件 修改完整版專題東軟醫(yī)療對X企業(yè)戰(zhàn)略并購how does Neusoft medical take implement the X enterprise equity investment3An overview of the processPrivate financing of three stagesThe first stage in the process of market promotionThe second stage - market promotionThe third stage - discuss and completeConduct due dilige

2、nceDrafting the financing package materialDetermine the financial forecastValuations are discussed and architectureThe management report preparation and rehearsal investor conferenceComplete the investors due diligence documentsDetermine the target list of investorsContact potential investorsThe mee

3、ting scheduled sessions/investor conference for the investorsFurther contact investors and delivering the next phase of information materialsThe second stage investors meetingReceive financing terms filesTo discuss the financing terms filesChoose the main investorsChoose the partnership investors (i

4、f applicable)Regulatory investor due diligenceReady to fileIn place of funds, financing Process is divided into three phases to promote the market efficiency maximization and reduce the total time of market promotion process after the letter of intent to acquire the access, jl company will select an

5、d order the qualified investors in the introduction of private financing序4Instructional scheduleSee the initial transaction scheduleThree stages of work with emphasisPrivate financing of the general schedule5Thorough research all the potential investorsThrough the management and the piper jaffray he

6、lp determine the destination listSet clear and unique marketing approach to each buyerCustom market promotion plan and focus on the individual requirementsUsing the past related relationship and understandingIn the process of the market to promote the positive dialogueEvaluation of interest and the

7、ability to workUnderstand the basic requirements of investors and provide opportunities for investorsHas unparalleled experience and finance supportGeneral mobilization decision-making processHas created the ideal professional competition environmentHave to choose the most appropriate management exp

8、eriencescreeningpreparationContact key decision makersThe whole process and the business opportunities together effectively, including the potential synergies with strategic partnersTo ensure that the terms in the acceptable perform the confidentiality agreementHard work of follow up, to ensure acce

9、ss to appropriate attentionCoordination of trade and ensure timely processMarket promotion and executionPotential investorsStrategic and investors6The role of private financingThrough private equity, the company can quickly get money for expansion, promote enterprise development speed, mass, the enh

10、ancement enterprise strength, improve profitability, thus improving public valuations, the next step for the enterprise development to lay the good foundation.In private, because private investors to take risks is higher, as listed on the companys future may not be able to exit the risk, so private

11、equity valuation method with general ipo of commonly used methods (such as comparable companies and comparable transaction multiples) are quite different.Private investors would consider whether conform to the requirements of the internal investment return of the project, according to our experience

12、, private investors return on investment within the minimum requirements of about 25 to 45%.7Strategy determine the introduction of private investorsDetermine the expected amount of financing, financing tools, and potential investorsBefore the execution of the preparationSet up project team includin

13、g senior management to participate in the operation process:Hire a professional accounting consultancy organize accounting for the company, find out company money (if needed);Determine the financial adviser, legal advisers, formulate the investment structure;Contact, screening of accountants, asset

14、appraiser intermediary institutions; andIn-depth valuation measure, in order to confirm value and determine choice investors standard.Before starting to contact potential investors plan and prepare all the necessary basic documents: confidentiality agreement and the information memorandum, main cond

15、itions of private equity investment framework agreement, etc.Private fund main workStep one:The private preparatory work8Issuing company information memorandum, the screening of private investorsEstablish one or two intentionality investors, sign a framework agreementAlthough framework agreement of

16、both parties shall not constitute a legal constraints, but contains the main trading terms is the foundation for further negotiations.Framework agreement in the prerequisites for the deal, trade structure, valuation methods, exclusive and follow-up work will be the terms of the principle;From contac

17、t with the investors to reach a framework agreement usually need to 2 months time.Private fund main workStep 2:Initial investors choose and determine the framework agreement9Intermediary agency to conduct due diligence on both sidesAbout the companys accounting audit by the company hired four big ac

18、counting firms to audit, the investor accountant only the audit results are checked;Investors legal adviser for the company since its inception legal documents as a comprehensive legal investigation;Asset appraiser for the companys assets evaluation, the investor may also employ professional evaluat

19、ion organization for the companys business involves market for independent assessments of market forecast;Both financial advisor to coordinate the work of the parties involved and communication;Due diligence time depending on the complexity of the company in 30 60 days to complete.Complete due dilig

20、ence, to invest on price negotiationsAccording to the result of due diligence, the two sides have framework agreement reached in the main trading terms one by one in detail;Companies sometimes need to investigate exposure of financial, legal issues to investors promise solutions or to make some conc

21、essions;The focus of the negotiations tend to focus on the differences of valuation to the company;Negotiations have different length of time.Private fund main workStep 3:Due diligence and negotiate business10Negotiations to reach an agreement, the two sides lawyer reorganising and trade law enforce

22、mentThis part of the work of file drafting in the early, early stay can be executed after the talks ended;Related restructuring, transaction approval work depending on the different company structure and trade structure should be submitted for examination and approval of different departments, local

23、 and central level business department, the administration of foreign exchange, tax department, the department of industrial and commercial registration, etc.;That part of the time also depending on the different length of trading.Complete legal procedure, investors money in placeUnder normal circum

24、stances, start from the private to the investor money into, need about 5 6 months, if you have any experience with financial advisers, can accelerate the process of private.Private fund main workStep four:Signed agreement and funding in place11私募時間表第一個月第二個月第三個月第四個月第五個月周1234567891011121314151617財務(wù)顧問、

25、律師盡職調(diào)查接觸潛在投資者6簽署初步意向書111617私募前期準備階段1委任其它中介機構(gòu)確定重組方案5管理層會議商務(wù)主管部門審批和外匯登記2與投資人談判資金到位制定融資策略準備資料和私募信息備忘錄潛在投資者進行盡職調(diào)查9審計評估完成談判，就私募商業(yè)條款達成一致完成投資主體重組工作私募資金預到位取得資信證明14報商務(wù)主管部門備案辦理工商登記變更手續(xù)辦理外匯登記手續(xù)3展開估值分析委任專業(yè)理帳公司為公司按國內(nèi)、國際會計準則準備財務(wù)報表會計師開始審計41212The financial advisor in the private financingWork as a whole the privat

26、e financingInvolved with the project organization and the overall coordination of the team work, design work plan, ensure that the work schedule and work efficiency, promote the whole project work smoothlyScreening of private investorsDesign structure and involved in the communicationTrade execution

27、Use their professional knowledge and style of international private equity investors, operating practice considering the value evaluation, the cognition to the industry, as well as to the company investment highlights the depth of the master, screening to conform to the goal of strategic development

28、 partners, and establish the communication between the two sides deal important bridgeTo conduct a comprehensive due diligence, deal structure design and work planTo assist the company to negotiate, according to the requirements of both sides, under the conditions of feasible transaction coordinatio

29、n communicationCoordination of lawyers and other professional institutions complete the transaction documentsTo assist the company in trade execution work after the investment agreement, to ensure the transaction is completedIn a complete private financing project, financiers will to coordinate, the

30、 whole process of private financial adviser, main work contents see right.13The function and necessity of financial advisersFinancial advisers on behalf of your company position completely, strengthen your company financing required professional talents in the process of powerIn the process of negot

31、iations, the use of financial advisory experience everyone understand the problem, put forward the feasible solutionRemind the company to guard against the relevant risk during the process of trading and trap, to protect the interests of the companyAs investment and financing to eliminate difference

32、s between, communication among important platform, improve the financing efficiency and success rateFamiliar with domestic and foreign financial market policies and rules, balanced overall financing issues, avoid subsequent financing obstaclesTogether with lawyers to check commercial and trading ter

33、ms for the company, to maximize the companys interests14Other problems in privateIn the process of general private financing negotiations, investors will also focus on the following issues, different companies are different, emphasis financial advisor will work with the company carefully research:Le

34、gal structure problemFinancial and valuation problemEmployee stock ownership planIndependent operation, related party transactions and competition issuesTax problemsProperty right problemExecutives dont competition commitment problemGovernment departments for approval (if any)Private financing good

35、financial advisor can help your company value maximizationUnsolicited neusoft medical systems co., LTD enterprise background：Neusoft medical system co., LTD., founded in 1998, is a wholly owned subsidiary of neusoft group co., LTD., is Chinas leading medical equipment, medical IT solutions and healt

36、h service supplier.In the field of medical equipment products and services, the company has a series of CT, mri, digital X-ray machine, colour to exceed, automatic biochemical analyzer, radiotherapy equipment, nuclear medical imaging equipment, and other products. In addition to the companys product

37、s have been sold to China Hong Kong and Macaos 32 provinces, municipalities and autonomous regions, and has subsidiaries in the United States, the Middle East, products exported to the United States, Italy, Russia and eastern Europe, the Middle East, Africa and so on nearly 60 countries and regions,

38、 has more than 5000 large equipment users around the world. In the field of healthcare IT solutions, the company provides PACS/HIS/LIS/EMR/RIS, remote medical consultation system, computer aided detection of CAD, community health service information system, regional health collaborative platform, ne

39、twork, software products and services such as health care community service platform. In the field of health services, the company provides city kang this new family health dynamic monitoring and professional management services, is committed to professional health service into the family.By neusoft

40、 medical latest successful development of 16 CT again, superconducting magnetic resonance (NMR), linear accelerator, PET products fill the gaps in the related areas of China, China ranks to the high-end medical equipment producer.Will be on medical science and technology to create a healthy life, ne

41、usoft medical equipment and the technical innovation in the service of human health, and is committed to become the worlds leading medical equipment, medical IT solutions and health service supplier.Neusoft medical product line 1 -Neusoft medical product line 2 -X company mergers and acquisitions pa

42、rty basic background:Who are we?X provides advanced Imaging Solutions that help early detection of illness and improve patient outcomes.We manufacture all our products on site, in an ISO 13485 facilityWe are a privately held S Corporation, we have no outside investorsWe provide growth opportunities

43、for our employeesWe reinvest in Research and DevelopmentWe hold patents and internal IP that may lead to key advances in Medical Imaging.What Are We?Modality Specific Vendor: CR, DR, PACS, ViewersIT Company: Vender Neutral PACS/softwareMarket Specific: Mammography, Ortho, Chiro, Hospital,Radiology E

44、quipment Provider:New product: Turn key solutions for X-ray roomsOEM Manufacturer Custom and private label productsX company mergers and acquisitions party basic background:SWOT AnalysisStrengths:Established CR Manufacturer (1 of 7)Unique Offerings iDR, iDR-L, Fusion, ClarityPACS, VertXEstablished S

45、oftware Platforms Acquisitions/PACSProduct Development- New Direct Conversion materials for DRSoftware Development- RIS and Practice Management SWSoftware Customization: As needed multiple modalityEstablished OEM and Dealer Channel: DomesticDiversified International Sales Channel: WorldwideRegulator

46、y Approval Process for FDA in placeMarketing Communications: Web presence, known name brandAmerican ManufacturerX company mergers and acquisitions party basic background:OpportunitiesEstablished CR and PACS Manufacturer Entry to the radiology space: Future potential as a DR vendorEstablished OEM and

47、 Dealer ChannelRapid Film Conversation: Digital Company, no dependence on film revenue.New Device Acceptance CBCT (recently FDA approved)Software Standardization One Platform New Developments: CBCT, DR, Practice Management Software High revenue potential from install base (Support contracts)ThreatsF

48、alling Price of DRFalling Price of CRHigh Barriers of Entry Into New Device MarketsPACS Must keep developingRIS/Practice Management: Fractured marketMultiple Vendors of DRX company mergers and acquisitions party basic background:Sales StrateegyProcess goals:Dealer/ DistributorsBecome a single source

49、 provider CR/DR/PAC/RIS/X-ray.System IntegratorsTarget companies that address markets X is not focused on.End UsersPromote specific product lines through direct marketing and tradeshow participation.1.Develop a bigger direct sales force. 2.Revamp service and technical support procedures: Add revenue

50、 stream 3.Target products, - iDRL, Vmotion, Clarus CT, PACS Specialty Modules Approach1.Hospitals- X2.Ambulatory - Dealers/X3.Clinics - Dealers4.Specialty Markets - OEM/ SIX company mergers and acquisitions party basic background：In Hardware:DR plate design for direct conversion: 3X more efficient t

51、han current panels, 3X less expensive to manufactureiDR34 Crystal: Long bone imaging is a necessity in every hospital. As markets change from CR and Film, iDR will command a large market share as a cost effective and efficient way to create digital long bone imagesChrome+, ChromeM, Neo: Specialty CR

52、 devices for niche marketsDual Energy Cassettes: New development for Chest imagingIn Software:Practice Management software ClarityPractice: This solution is designed to work as a small practice management solution for clinics. HL7 and DICOM compliant, this international solution can act as a compone

53、nt of the larger X offering, to provide a turn key solutionMammo CAD (With OEM Partners).Advanced Viewers: All Modality viewers developed with OEM partners. LUNG CAD for CT: Advanced screening software for lung CAD (With OEM partners).Market size, share, growth rate 2015-2020Estimated CR and DR mark

54、et: 25,000 per yearX has 2%-5% market share in some CR markets, 0 in others: X sells 800-1000 CR systems per year2016 DR and CR sales at 50/50 internationally X must convert a large percentage of its CR clients between 2016-2020X company mergers and acquisitions party basic background:Goals:10-15% p

55、er year growth with existing product lineExpand through new product offerings, complete imaging systems, X-ray solutions.Add more Military product offerings. (More military business )Marketing push to raise awareness, present complete X-ray solutions. Sales in region 2015$6 M in USA$1M in Western Eu

56、rope$3M in Far east$3M in Middle East$3M in SARevenue and Units per YearAverage revenue of $21M/year over a 5 year period. (Maximum of $29M in 2013)2015: $17M with $2M backlog of orders at year endAverage of 1000 units per year over a 5 year period.Profitable operation: reinvestment in new developme

57、nt is overtaking profit capability: Opportunity with an international manufacturing partner to double or triple output, at low overhead.X company mergers and acquisitions party basic background:Volume with direct business model in USCurrently, X is converting some of its sales to direct model, just

58、beginning:Estimate $2M in 2016 (Normally less than $1M)Financial report in DollarRevenue of military(US/Russia) in 2013-2015US-Military orders were almost non-existent in 2013-2015. There was a large parts purchase in 2015, but only a few in the USA in 2014 and 2015Russian Military is handled throug

59、h our partner in that region, and they saw a sharp drop in sales in 2014 (Medical budget was used for Olympics), but they purchased 30 machines or so in 2015.The military remains interested in our portable DR solution, they keep asking about it, but they have not purchased this unit from us. Our mil

60、itary sales record is clean, our machines have been operating in that arena for over 6 years now. We have had a large parts order in 2015Assessment for the company to make strategic investment or acquisition value significance1. The global economic slowdown make them have the chance to contact like