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©2002 Stephen N. Elias and Associates


SERVICES OFFERED BY STEPHEN N. ELIAS and ASSOCIATES

Stephen N. Elias and Associates works almost exclusively with information technology; engineering, consulting and technical services; financial services; telecommunications; and a broad range of high technology—as a task oriented consultant in corporate development and funding activities. These include:

Merger
Acquisition
Divestiture
Capital funding
Succession planning and execution
Positioning of firms for public offering or sale

We specialize in areas which are dominated generally by mid- to large-size, public or privately held companies or divisions of very large corporations.

Mr. Elias has extensive "hands-on" experience in planning, initiating and successfully completing transactions from both sides of the table. This experience is of great value to firms interested in entering the high growth industries specified above, or those already in them who wish to benefit from a merger or other partnering arrangement.

GENERAL SERVICES

Stephen N. Elias and Associates is a task oriented consulting organization—broadly specializing in the merger and acquisition arena. As such it is our intention to establish continuing relationships with clients, as opposed to single "buy" or "sell" transactions.

We offer assistance in the areas of strategic planning; customer perception and image; competitive analysis; and strategic market definition for the planning and execution of external growth.

Most important, we offer general support as a resource in any field of corporate development.

General services include, but are not limited to:

"Instant" Information—which may require several hours or several weeks of research and analysis, but which will typically be extremely responsive to clients' timing requirements. This could involve answering specific questions on targeted companies or markets; insight into competitors' strategies; or obtaining difficult to obtain competitive market information.

Strategic Direction—to identify and create "road maps" of sub-segments within a universe of markets, from which to select avenues for future growth. This service provides insight and direction in large business areas which clients have targeted for growth, in order to determine those sub-segments which might be most desirable for eventual search and acquisition.

External Planning—to determine alternative routes for successful corporate growth by exploring partnering, merger, minority investment, teaming, or other arrangements best suited to specific problem situations.

SERVICES FOR THOSE SEEKING ACQUISITIONS

"Buyer" clients range in size from $5 million to more than $20 billion. Competition among acquirors has been accelerating steadily. More and more participants within the engineering, information services, consulting, and high technology industries have made, or have considered making acquisitions. Additionally, many companies outside of these industries have found their growth and profit potential to be attractive.

Preventable mistakes have been made by acquirors that have taken opportunistic, informal, or inadequately planned approaches to acquisitions. Without proper experience and guidance, companies approaching new industries from the outside are particularly vulnerable to costly or even fatal errors.

Stephen N. Elias and Associates assists buyers to develop and execute more rewarding acquisition programs with greater certainty. We can do the following to assist you in accomplishing your acquisition goals:

Selling or buying a firm can be a full-time job. Few, if any, CEO's can afford the time to manage their companies properly—and perform efficient M&A activities. In many cases they do not have adequately experienced personnel to whom this function can be assigned in its entirety. Corporate development officers may also find themselves increasingly occupied as their programs accelerate. Firms can benefit from using Stephen N. Elias and Associates as their consulting corporate development department. With reasonable monthly retainers plus manageable contingent fees, this benefit can be obtained at an affordable price.

While acquisition, sale, or partnering opportunities appear to be plentiful, managements of better firms seek proper fits—that will more likely yield benefits in the areas of operations, and optimum utilization of capital. These benefits are potentially more available to companies which skillfully plan, develop and implement their merger and acquisition or partnering programs. Such skills are best supplied by experienced professionals who continually deal in merger and acquisition activities.

SERVICES FOR FUNDING, SALES, OR DIVESTITURES

Sooner or later most owners of middle market companies face the challenge of ownership transition. On the "sell" side, Stephen N. Elias and Associates focuses on companies with revenues of $3 to $50 million. These companies share a mutual interest in maximizing the value of their organizations in combination with suitable merger/investor partners or acquirors.

Increasing personal assets, as well as enhancing principals' career paths is of vital importance to founders, owners and employees, who have grown their businesses through a great deal of effort and hard work.

Selling or merging a firm that has not developed a plan, and properly postured itself for sale, can result in unrealized potential worth. Mr. Elias has many years of experience as a key executive in diverse firms. This experience qualifies him to review a company's operations and better position it for partnering or sale. His equally extensive experience and skills with mergers and acquisitions can result in the attainment of significant additional value.

Services include:

We will not contact any firm without client approval. Indiscriminate disclosure of the fact that a firm is for sale can adversely affect its future performance and value. Otherwise stable employees could have a perceived reason to seek other employment. Potential clients may adopt a "wait and see" attitude—subject to identification of the ultimate partner.

Mr. Elias is keenly sensitive to these problems. He will never reveal your identity to a potential acquiror without first discussing them with you and obtaining your approval for contact. He will assist you personally in negotiating a deal on your behalf.

This ensures that you will be represented entirely by an individual who possesses the most extensive skills and experience in the art of negotiation.



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