Advisors to Seller

Acquisition Process (Advisor)

Vicour has a defined and proven acquisition process, providing a straightforward and fair framework for the transaction. As a fully funded private company, Vicour is committed to aggressively driving to a close with no extraneous “red tape” and can execute the entire acquisition process in 90 days. The acquisition steps are summarized below:

Opportunity Identification

Vicour prefers to review basic information regarding an opportunity before obtaining significant confidential information. This basic information should include a brief business description, basic financial information (revenues, gross profit, EBITDA and net income) for the three most recent years and a recent balance sheet.

Initial Review

The purpose of the initial review is to ascertain whether or not the opportunity fits the defined Target Profile. Vicour reviews numerous acquisition opportunities and is committed to providing an initial “go”/”no go” response within days of receiving basic information regarding a potential acquisition.

Confidentiality Agreement

Vicour is willing to enter into limited confidentiality agreements (where appropriate) before receiving significant confidential information, but will not enter into a blind confidentiality agreement before the Initial Review.

Detailed Information Review

Upon completion of the Initial Review and execution of a Confidentiality Agreement (where appropriate), Vicour will request and review detailed financial and operational information regarding the target to determine if a Site Visit appears appropriate.

Site Visit

This meeting at the target’s location serves as an important step in the decision process. The purpose of this visit is for Vicour to continue its review process, take a tour of the target’s facilities, discuss questions arising from the detailed review with the owner/managers, and continue the dialogue regarding valuation and transaction structure.

Letter of Intent

Upon successful completion of the Detailed Review and Site Visit, Vicour will offer a detailed Letter of Intent which will present all of the major terms of a transaction and will serve as the basis for the Purchase and Sale Agreement. This will include a valuation range, details regarding the form of consideration, specific expectations regarding selling shareholders' role post-transaction, significant confirmatory due diligence items, significant representations and warranties that will be required, a proposed timetable to closing and other items as appropriate to the specific situation.

Confirmatory Due Diligence

The nature and extent of Confirmatory Due Diligence will vary by specific situation. Usual items include an accounting review, contract review, environmental review, significant customer interviews, significant supplier interviews, and discussions with key (non-owner) management.

Negotiation of Purchase and Sale Agreement

This step of the process converts the basic terms agreed to in the Letter of Intent to a detailed contract encompassing all aspects of the transaction.

Closing

The Closing step occurs once the Purchase and Sale Agreement has been completed and all confirmatory due diligence items are satisfactorily concluded.