Benefits of Making Business in American Samoa | Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN AMERICAN SAMOA WWW.MERGERSCORP.COM

2. At MergersCorp M&A International we help our clients confidentially buy and sell privately held businesses, aligning the interests of all parties for mutual success and satisfaction. It is our goal to make the process of either buying a new business or selling your current business as smooth and efficient as possible. We know how important confidentiality is to our sellers and we treat it with the utmost importance. WWW.MERGERSCORP.COM

3. BENEFITS OF MAKING BUSINESS IN AMERICAN SAMOA WWW.MERGERSCORP.COM

4. Country Overview American Samoa is an unincorporated territory of the United States located in the South Pacific Ocean, southeast of Samoa. Its location is centered on 14.2710° S, 170.1322° W. It is east of the International Date Line, while independent Samoa is west of the Line. American Samoa is a U.S. territory covering 7 South Pacific islands and atolls. Tutuila, the largest island, is home to the capital Pago Pago, whose natural harbor is framed by volcanic peaks including 1,716-ft.-high Rainmaker Mountain. Divided between the islands Tutuila, Ofu and Ta‘ū, the National Park of American Samoa highlights the territory's tropical scenery with rainforests, beaches and reefs.

5. Executive Summary The government operates under a framework of a presidential representative democratic dependency, whereby the Governor of American Samoa is the head of government. Legislative power is vested in the American Samoa Fono. The judiciary is independent of the executive and the legislature. American Samoa became a U.S. territory by deed of cession, starting in 1900. The matai (local chiefs) of Tutuila, the largest island in American Samoa, ceded the island to the United States in 1900. Manu'a followed in 1904. Swain Island joined the territory in 1925 by an act of the Congress.

6. Introduction – Doing business in American Samoa Samoa is an enabling business environment with strong economic infrastructure, but doing business can be tricky for firms unfamiliar with the local investment climate. Once an economy reliant on development aid and the agricultural industry, Samoa has become an international success of late, showcasing strong economic indicators throughout the financial crisis. Foreign reserves are in a relatively healthy state, the external debt is stable, and inflation is low. Economic growth has also been sustained, underlining the health of the island nation.

7. Conducting business in American Samoa Samoa has laid the welcome mat out for international firms, and starting a business is a relatively straightforward task. That being said, there are several government departments that must be contacted during the process, including the Commercial Registry, the Ministry of Revenue, Inland Revenue Services, the National Provident Fund and the Accident Compensation Board.

8. Taxation in American Samoa Although technically an American possession, American Samoa has its own taxation department. Residents who are native to the Island are not required to file U.S. taxes in many cases. However, Americans who are not native to the territory, but rather live and work there are still required to file Samoa taxes and pay federal taxes to the IRS, as well as file and pay taxes to the American Samoa Island. The taxation rate in this territory averages around 27 percent on all sources of income, including wages, salaries, and self- employment.

9. Trade American Samoa is the 198th largest export economy in the world. In 2017, American Samoa exported $33.2M and imported $123M, resulting in a negative trade balance of $90.6M. In 2017 the GDP of American Samoa was $634M and its GDP per capita was $11.4k. The top exports of American Samoa are Animal Meal and Pellets ($8.56M), Military Weapons($3.59M), Non-fillet Frozen Fish ($3.2M), Other Plastic Sheetings ($3.16M) and Planes, Helicopters, and/or Spacecraft ($2.63M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Refined Petroleum ($39.9M), Non-fillet Frozen Fish($18.3M), Petroleum Gas ($16.5M), Paper Containers ($3.25M) and Cars ($2.29M).

10. Banking in American Samoa American Samoa is finally getting its own full-service bank and successfully creating only the second public bank in the United States. Samoa’s engagement in both multilateral and regional trading arrangements is motivated from the national development strategy (SDS) and Trade, Commerce & Manufacturing Sector Plan which focuses primarily on improving the livelihoods of its people, and seizing opportunities for growth.

11. Our M&A Process NEGOTIATION & CLOSE POST MERGER INTEGRATION (PMI) INTEGRATION (PMI) POST MERGER TARGET APPRAISAL APPROACH DUE DILIGENCE Key Areas  Target & market analysis;  Initial assessment of synergies & value drivers;  Indicative valuation;  Go or No-Go decision;  Preparation of transaction documents (NDA – Non- disclosure Agreement/LOI- Letter of Intent);  Select Transaction team;  Appoint advisors;  Consider funding ability.  Initial approach letter;  Signing of NDA;  Prepare & share initial information requests;  Formulation of LOI (Letter of Intent) & possible negotiations;  Initial meeting and Q&A;  Circulate information on the Target to the Transaction team.  Set scope of due diligence;  Set up VDR (virtual data room);  Coordinating of due diligence, further meetings and Q&A sessions;  Consider points relevant to the Post-Merger (PMI) phase;  Revisit indicative valuation & prepare detailed valuation based on due diligence findings;  SPA negotiations with the seller;  Development of final structure (share/asset deal) and final valuation;  Approvals;  Signing of SPA & Close.  Consider the extent of integration;  Development of 100 Day PMI Plan;  Consider short & long term objectives;  Estimate requirements to capture synergies;  Determine resource needs & optimal allocation. Parties Involved  CFO;  Head of M&A;  Accountants;  Corporate finance advisors;  Consultants.  Senior management;  CEO, CFO, CTO;  Strategy director;  Head of M&A;  Head of Business Development;  Consultants.  Company general counsel;  Lawyers;  Senior management.  Company general counsel;  Lawyers;  Senior management/HR. 11 © Midaxo 2018 www.midaxo.com

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13. MergersCorp.com The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation. Member firms of the MergersCorp network of independent firms are affiliated with MergersCorp International. MergersCorp International provides no client services. No member firm has any authority to obligate or bind MergersCorp International or any other member firm vis-à-vis third parties, nor does MergersCorp International have any such authority to obligate or bind any member firm. Copyright © 2020 MergersCorp International. All rights reserved. 13 © Midaxo 2018 www.midaxo.com