Benefits of Making Business in Benin | Buy & Sell Business

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

4. Country Overview Benin, a French-speaking West African nation, is a birthplace of the vodun (or “voodoo”) religion and home to the former Dahomey Kingdom from circa 1600–1900. In Abomey, Dahomey's former capital, the Historical Museum occupies two royal palaces with bas-reliefs recounting the kingdom’s past and a throne mounted on human skulls. To the north, Pendjari National Park offers safaris with elephants, hippos and lions. The Republic of Benin is from north to south a long stretched country in West Africa, situated east of Togo and west of Nigeria, it is bordered to the north by Burkina Faso and Niger, in south by the the Bight of Benin, in the Gulf of Guinea, that part of the tropical North Atlantic Ocean which is roughly south of West. A virtual guide to Benin.

5. Executive Summary Benin is located in West Africa and covers a land area Of 112,622 Sq. km. and constitutes a long stretch of hand perpendicular to the Coast of the Gulf of Guinea. It is bordered on the North by Burkina Faso and the Republic of Niger, on the East by the Federal Republic of Nigeria and on the West by the Republic of Togo. With a 124 kilometers long coastline, it stretches North to South some 672 kilometers while its breath extends 324 kilometers at the evident point. It is above two third the Size of Portugal. The capital is Porto- Novo with a population of 265,000 but the largest city is Cotonou with a population of 685,000.

6. Introduction – Doing Business in Benin Benin is ranked 149 among 190 economies in the ease of doing business, according to the latest World Bank annual ratings. Ease of Doing Business in Benin averaged 163.67 from 2008 until 2019, reaching an all time high of 175 in 2011 and a record low of 149 in 2019. The Presidential Investment Council (PIC), established in 2006 to reinforce dialogue between the GOB and investors, aims to fast implementation of reforms and boost the business environment. Benin made starting a business easier by appointing a representative of the commercial registry at the one-stop shop for business registration. Benin has taken several initiatives to attract foreign investment, such as establishing a Presidential Investment Council.

7. Conducting Business in Benin The various forms of companies in Benin are: • Limited Liability Company • Public Limited Company • Limited Partnership • General Partnership In Benin, as in all member countries of the Organization for the Harmonization of Business Law in Africa (OHADA), any company must choose a unique company name before it is registered in the trade register. The limited liability company, in the largest business city and is 100% domestically owned. There is a free trade zone in the port of Cotonou for Benin’s landlocked neighbours (Burkina Faso and Niger).

8. Taxation in Benin Taxable transactions – VAT is levied on transactions carried out in Benin and imports into the country. This extends to supplies of goods and services used, or made use of, in Benin. Rates. The standard VAT rate is 18%. Indirect taxes provide almost 60% of government revenues, and direct taxes, about 25%. The corporate tax rate had been reduced to 35% from 38% in 2003. The top marginal rate for personal income tax was reported to have increased to 60% in 2003, from 35%, although the marginal rate for the average taxpayer was 6%. Indirect taxes provide almost 60% of government revenues, and direct taxes, about 25%. The corporate tax rate had been reduced to 35% from 38% in 2003.

9. Trade Benin is the 156th largest export economy in the world. In 2017, Benin exported $629M and imported $4.34B, resulting in a negative trade balance of $3.71B. In 2017 the GDP of Benin was $9.2B and its GDP per capita was $2.27k. The top exports of Benin are Raw Cotton ($148M), Coconuts, Brazil Nuts, and Cashews ($140M), Refined Petroleum ($74.2M), Gold ($68.2M) and Scrap Copper ($39.6M), using the 1992 revision of the HS (Harmonized System) classification. Its top imports are Light Pure Woven Cotton ($503M), Palm Oil ($437M), Rice ($372M), Fake Hair ($215M) and Cars ($184M).

10. Banking in Benin The banking system in Benin is regulated by the regional central bank, Banque Centrale des Etats de l'Afrique de l'Ouest (BCEAO) and the Banking Commission of the West African Monetary Union (WAEMU, or in French, Commission Bancaire de l'Union Economique et Monetaire Ouest Africaine (UEMOA)).

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