Benefits of Making Business in Aruba_ Buy & Sell Business

1. BENEFITS OF MAKING BUSINESS IN ARUBA 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 ARUBA WWW.MERGERSCORP.COM

4. Country Overview Aruba is an island and a constituent country of the Kingdom of the Netherlands in the southern Caribbean Sea, located about 1,000 kilometers west of the main part of the Lesser Antilles and 29 kilometers north of the coast of Venezuela. A tourist magnet and a fuel exporter, Aruba is an autonomous territory of the Netherlands and one of the most prosperous territories in the Caribbean. Colonized by the Dutch in the 17th century, Aruba lies 15 miles north of the coast of Venezuela. Aruba profile.

5. Executive Summary Aruba is a small island nation in the Caribbean Sea, located 18 miles north off the coast of Venezuela. The terrain is mostly flat with a few hills and has no rivers. Aruba has a parliamentary democracy. The chief of state is the King of Netherlands, and the head of government is the prime minister. Aruba’s economy is an open system. Aruba is a member of the Overseas Countries and Territories (OCT). Papiamento is the official language of Aruba (a creole language that is a mixture of Portuguese, Spanish, Dutch, English, and, to a lesser extent, French, as well as elements of African languages and the language of the Arawak) 69.4%, Spanish 13.7%, English (widely spoken) 7.1%, Dutch (official) 6.1%, Chinese 1.5%, other 1.7%, unspecified 0.4% (2010 est.)

6. Introduction – Doing business in Aruba Aruba’s economic policy encourages an open, market-driven economy that is driven by a superb service sector, a well- educated workforce, and an investment-friendly environment. The key driving factors in the Aruban economy are the capacity of the community and the networks to sustain business expansion and the expansion of business opportunities. While Aruba is perhaps most famous for its beaches and warm, friendly people, there are also many business and investment opportunities on the island. Part of the government’s vision is to use Aruba’s favorable geographic and strategic location, and turn the island into a knowledge and sustainability hub between Europe, the Caribbean and the Americas. So far this has gained a lot of attention from global investors.

7. Conducting business in Aruba In order to conduct business in Aruba a business license (or a free zone license) and registration at the Aruba Chamber of Commerce are required. Business in Aruba can be conducted through a corporation, a branch of a foreign corporation, sole proprietorship, (limited) partnership or a (cooperative) association. In order to conduct business in Aruba a business license (or a free zone license) and registration at the Aruba Chamber of Commerce are required.

8. Taxation in Aruba Residents are taxed on worldwide income; nonresidents are taxed only on Aruba-source income. Foreign-source income derived by residents is subject to corporation tax in the same way as Aruba-source income. Capital gains tax does not apply to individuals except when they dispose certain business assets, but there are inheritance and gift taxes and some relatively minor property taxes. Import duties are significant, and apply to many goods and commodities.

9. Trade Aruba is the 169th largest export economy in the world. In 2017, Aruba exported $270M and imported $1.63B, resulting in a negative trade balance of $1.36B. In 2017 the GDP of Aruba was $2.7B and its GDP per capita was $39.4k. The top exports of Aruba are Refined Petroleum ($70.4M), Planes, Helicopters, and/or Spacecraft ($62.9M), Petroleum Gas ($26.3M), Hard Liquor ($18M) and Rolled Tobacco ($12.3M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Refined Petroleum ($305M), Petroleum Gas ($237M), Crude Petroleum ($85.8M), Cars ($45.3M) and Jewellery ($32.4M).

10. Banking in Aruba The Centrale Bank van Aruba (the CBA) is a legal entity in itself within the public sector. Its main purpose is to maintain the internal and external value of the Aruban florin, and to promote the soundness and integrity of the financial system. Aruba Bank offers commercial and retail banking services. Also offers offshore banking services. The bank has international ties with prominent financial institutions, ensuring complete and global services to its customers.

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