Benefits of Making Business in Bermuda_ Buy & Sell Business

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

4. Country Overview Bermuda is a British island territory in the North Atlantic Ocean known for its pink-sand beaches such as Elbow Beach and Horseshoe Bay. Its massive Royal Naval Dockyard complex combines modern attractions like the interactive Dolphin Quest with maritime history at the National Museum of Bermuda. The island has a distinctive blend of British and American culture, which can be found in the capital, Hamilton. Bermuda has long been a draw to many global businesses and many notable corporations have registered headquarters on the island.

5. Executive Summary As a British Overseas Territory, Bermuda’s legal system is grounded in UK common law. Its legal, regulatory and accounting systems adhere to high ethical and transparency standards. It generally effectively and impartially enforces its laws to combat corruption and money laundering. There is no government interference in the court system that could affect foreign investors. Bermuda's advantages include a stable, democratic government; low personal and corporate taxes; a pool of skilled professionals; close proximity to the U.S.; and extensive air and communication networks. Its currency, the Bermuda dollar, is pegged one-to-one to the U.S. dollar. The Bermuda Tourism Authority (BTA) created a report for their 2016 year in review.

6. Introduction – Doing business in Bermuda There are a few options for setting up a business in Bermuda. Your options depend on the nature of your business activities and whether you wish to conduct business in the local market. Generally speaking, formation of a limited company, partnership or LLC which does not require consent of the Minister of Finance may be accomplished within one day after an application is received. Where the consent of the Minister is required, the processing time is up to a week from the date that the ROC has received all necessary information relating to the proposed company, and all personal declarations from the proposed beneficial owners. Bermuda and business.

7. Conducting business in Bermuda The law in Bermuda allows for the incorporation through two different legal vehicles. Local companies are owned predominantly by Bermudians. Exempted companies are owned predominantly by foreign nationals. Exempted companies are allowed to reside in Bermuda. They can conduct business which is external to Bermuda. They can also conducted business with other exempted companies located within Bermuda. In certain circumstances, it is possible for an exempted company to obtain a license to conduct business within Bermuda’s borders. It is not possible to purchase shelf corporations in Bermuda. Therefore, it is essential to incorporate a company in order to take advantage of Bermuda’s benefits for asset protection..

8. Taxation in Bermuda Bermuda is considered a tax haven; however, Bermuda does levy a number of taxes, such as a payroll tax on employers and land taxes. There is no corporate income tax in Bermuda, and a company is considered a tax resident of Bermuda if it is incorporated in the country. Tax returns with full payment are due within fifteen days of the end of each period of three months commencing on the first day of April, July, October or January. Tax returns are available from the Office of the Tax Commissioner. Payroll Tax must be paid at the time that the tax return is filed. Tax returns filed late or underpaid are subject to a penalty. The Bermuda fiscal year is 1 April through 31 March.

9. Trade Bermuda is the 180th largest export economy in the world. In 2017, Bermuda exported $142M and imported $1.79B, resulting in a negative trade balance of $1.65B. The top exports of Bermuda are Planes, Helicopters, and/or Spacecraft ($65.3M), Petroleum Gas ($44.6M), Hard Liquor ($12.4M), Other Electrical Machinery ($2.79M) and Microphones and Headphones ($1.88M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Passenger and Cargo Ships ($848M), Refined Petroleum ($102M), Postage Stamps ($36.8M), Paintings ($34.2M) and Cars ($28.6M).

10. Banking in Bermuda There are only four banks in Bermuda. The Bermuda Monetary Authority oversees the country's financial services sector. Bermuda is a well-developed and highly successful offshore financial center. Banks in Bermuda are regulated under the Banks and Deposit Companies Act 1999.

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

12. Looking to Buy or Sell a Business? CONTACT US NOW FOR A FREE BUSINESS VALUATION WWW.MERGERSCORP.COM

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