Corporate

Restructuring Version 07

An Overview

November 2012

Author: Harris A. Samaras

Copyright 2012 Pytheas Limited
Contents

Forward 4
What is Restructuring? 5 Appendix I Sell-offs 30
Restructuring Strategies 6 Appendix II Equity Carve-outs 31
Reasons for Restructuring 8 Appendix III Spin-offs 35
Symptoms for Restructuring 9 Appendix IV Spin-ins 39
Obstacles to Restructuring 10 Appendix V Corporate Splits 40
Successful Restructuring 11 Appendix VI Tracking Stocks 42
Preemptive Restructuring 12 Appendix VII Joint Ventures 44
Prior to Restructuring 14 Appendix VIII About Pytheas 47
The Restructuring Process 15
Measuring Results 21
Discussion 22
Conclusion 26
Forward

Organizations are human systems and their system structure includes the worldview,
beliefs, and mental models of their leaders and members. Changing organizational
behavior requires changing the belief system of its personnel. This process of changing
beliefs, learning, requires clear, open communications throughout the organization.
Improving
Organizational performance ultimately rests on human behavior and improving
performance requires changing behavior. Therefore corporate restructuring should have as performance
a fundamental goal the facilitation of clear, open communication that can enable
organizational ongoing learning and clarify accountability for results. requires
Continuous organizational learning is necessary to stay up to date. Organizations that changing
cannot or will not learn will become obsolete. Leaders must periodically examine the
structure of their organization to assure that it continues to provide an environment for behavior
organizational learning. The points of leverage in organizations are the beliefs and
worldview of their decision makers. The sense of purpose, vision and commitment of an
organization's leadership play a critical role in the results it can accomplish.

4
What is Restructuring?

Restructuring is the process through which an organization radically changes the

contractual relationships that exist among its creditors, shareholders, employees, and
other stakeholders. It is the corporate management term for the act of reorganizing the The basic
legal, ownership, operational, financial or other structures of an organization for the
purpose of making it more profitable and efficient. Strategies of restructuring include nature of
portfolio restructuring, organizational structuring and financial restructuring.
restructuring
Restructuring is an on-going process. It is a value tool for an organization to use in an
attempt to maintain their goals and objectives. The choice of which strategy to use will is a zero-sum
depend on the area the organization has to improve, i.e. profitability, performance, or
operation. game,
The basic nature of restructuring is a zero-sum game. It reduces financial losses, while a marginal
reducing tensions between debt and equity holders to facilitate a prompt resolution of a
distressed situation or a situation that requires change. utility

5
 Restructuring strategies

Organizational Restructuring Strategy

In this strategy the terms downsizing, redesign and layoffs are often used.
Organizational restructuring will normally change the levels of management in the
company, effect the span of control or shift product boundaries. There is also a change
LBOs can
in production procedures and compensation associated with this strategy. Reduction in immediate
the work force is the main by-product that accompanies organizational restructuring
and is the reason for the least positive impact on organizational performance. bring free
Financial Restructuring Strategy cash flows
This type of restructuring is identified by changes are in the firm's capital structure.
Changes can include debt for equity swaps, leverage buyouts (LBOs), or some form of and enhance
recapitalization. In a financial restructuring that is in the form of a LBO, there is an
immediate influx of free cash flows, organizational efficiency is enhanced and the organizational
company refocuses on the core business. Additionally, long-term performance of the
organization is significantly improved after the LBO. Note that LBOs of divisions have efficiency
greater improvement in efficiency than when the entire company is acquired.

6
 Restructuring strategies

Portfolio Restructuring Strategy

Companies involved in acquisitions, divestitures, or spin-offs are mainly using a
portfolio restructuring strategy. This type of strategy includes selling off those business
units that are drawing down operations or spinning off business units to raise more Portfolio
capital. The organization's objective is to regain its perspective on the core business.
Portfolio restructuring has the best results when the firm uses the spin-off strategy and Restructuring
count on subsequent mergers rather than sell-offs.
has best
results when
a spin-off is
used

7
Reasons for Restructuring

The three primary reasons for restructuring:

1. To address poor financial performance.
Declining or stagnating sales, accounting losses, or a falling stock price are usually the warnings. In extreme cases such
poor performance may cause the company to default on its debt, resulting in bankruptcy.
2. To support a new corporate strategy, or to take advantage of a business opportunity.
In an equity spin-off, for example, a diversified firm's businesses are split apart into independent entities, each with its own
common stock. Spin-offs can make sense when a high-growth business is being held back by a bureaucratic corporate
parent, or when it no longer makes sense for a company to be vertically integrated. In this case, a sign that restructuring
may be necessary when the stock market is valuing the entire company for less than what its separate businesses would be
valued for if they were separate, independently-traded companies. Restructuring is required to correct a large error in how
the company is valued in the capital market.
3. To correct a large error in how the company is valued in the capital market.
In large diversified companies that operate in many different businesses even if the businesses may be well-run, investors
may place too low a value on the overall portfolio. Restructuring tools like tracking stock, stock buybacks, or leverage
buyouts, can be used to reduce this kind of value gap.

8
 Symptoms for Restructuring

Symptoms indicating the need for corporate restructuring include:

The market(s) perception about the organization is deteriorating.

The company has difficulties in paying or is unable to pay off its debts. Lack of
Sales are declining.
new skills,
Stock price is falling.
New skills and capabilities are required to meet operational requirements.
overstaffing,
Accountability for results are not clearly communicated and measurable resulting in

subjective and biased performance appraisals.

Parts of the organization are significantly over or under staffed.
understaffing,
Organizational communications are inconsistent, fragmented, and inefficient. signal the
Technology and innovation are creating changes in workflow and production processes.

Significant staffing increases or decreases are contemplated.

Personnel retention and turnover is a significant problem.
need for

Workforce productivity is stagnant or deteriorating.

Morale is deteriorating.
restructuring

9
 Obstacles to Restructuring

Common obstacles to restructuring include:

Denial of acknowledging problems: Organizations have tended to restructure only
reactively in response to pressure and when action has become unavoidable.
Saving jobs: Observed mostly in governmental organizations characterized by lifetime
The key is to
employment and seniority-based promotion employment security, saving jobs even at

the expense of shareholder interests continues to sway executive decision-making.

Internal politics and long-held tradition: Restructuring efforts can fail because the
recognize the
initiatives are not followed group-wide and are changed shortly after announcement,
when politics and tradition stand in the way.
problem as
Executives' disregard for shareholder value: Organizations divest their businesses, early as
those businesses are often incurring heavy losses as a result of several years of poor
performance; executives can be reluctant to divest underperforming businesses, even
when they know that the divestiture will maximize the value for shareholders.
possible
Arrogance: Executive management believes that it knows how to solve the problems
without outside help often ignoring changing market dynamics.

10
 Successful Restructuring

Key factors for successful restructuring include:

Setting specific short- and long-term objectives to be achieved through restructuring;

Planning growth scenarios after restructuring in advance;

Defining core businesses and focusing on them; It is key to
Developing a restructuring plan toward superior shareholder value;
share the
Demonstrating leaders' commitments to restructuring;
Sharing a restructuring plan across the group organizations;
restructuring
Setting objective criteria to identify candidates for restructuring;
Assessing restructuring alternatives and selecting the best option; plan across
Finding the right partners to complete the transactions;
Executing restructuring in a swift and intensive manner; the group
Monitoring the progress of a restructuring plan on a regular basis;
Involving external advisors in the restructuring process. organizations

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Preemptive Restructuring

Organizations could benefit by restructuring before they are hit with a crisis; a preemptive
restructuring may often be appropriate. If an organization waits too long to address
problems with its business, the resulting restructuring may be very painful as the options Preemptive
remaining will definitely be fewer.
restructuring
A preemptive restructuring may deter executives from taking the full measures that are
necessary to return the business to a sound footing whereas a resulting restructuring may can act as a
severely disrupt the business. If, for example, it is necessary to layoff 20% of your
workforce to achieve the same cost efficiency as your competitors, better to do this over deterrent to
several years than all at once. The key is to recognize the problem as early as possible.
painful
Organizations must perform a "restructuring audit" on their businesses periodically, looking
for opportunities to create value by voluntarily restructuring, before circumstances leave surprises
them with no choice.
down the road

12
 Preemptive Restructuring

Preemptive or not restructuring initiatives fail when issues are overlooked or approaches undertaken are unrealistic. Key points
the Board of Directors (BOD) should consider before restructuring:
Adding value Balancing short- and long-term risks
What is the organizations core business (Units, products, How is the employment brand managed?
services and customers that bring cash into the business)? Could proposed measures damage the future business
How should the redesigned organization look like? strategy?
Is the organization efficiently functioning and does it obtain What steps should be taken so that key talent is retained?
true value for money? How is the development of staff continued whilst
restructuring?
Engaging effectively with staff
What is the market impression about the organization?
Is the approach to restructuring consistent with the
organizations declared values?
Are effective communication plans in place?
Is management engaging with staff in an appropriate
manner?
How does staff feel about being part of the organization?

13
 Prior to Restructuring

Prior to restructuring:
Make sure that that the organizations owners, leadership team and directors are
personally protected.
When the organization is in trouble or under restructuring, it is vulnerable to lawsuits Prior to
from creditors and others wanting to cash in on its distress. The organization should
make sure that its top leaders are protected by a Directors and Officers policy. restructuring
Real estate planning should be encouraged to help protect personal assets against directors
personal lawsuits. By knowing that everyone is safe, the organization can focus and
devote all efforts against restructuring. should be
Oversee all cash collections and payments. personally
The CEO must take complete control of cash (how, depends on the size and existing
structure of the organization). If cash is controlled it cannot be overspent. protected

14
 The Restructuring Process

As companies are coming under more pressure to create shareholder value they will
become engaged in divestitures of underperforming business units or subsidiaries.

The pattern of a typical corporate restructuring process

Cash is King!
The pattern of a typical corporate restructuring process calls for an organization to
stabilize its financial situation, return to profit and then focus on growth. If companies Determine
incur excessive debts and suffer from deteriorating cash flows, short-term measures will
need to be taken immediately to generate cash for debt payments and stabilize the what
financial situation. To release cash (and thus reduce debts), organizations can sell off
fixed assets or underperforming businesses and rationalize working capital, e.g., generates
accelerate debtor collections, extend creditor payments or reduce inventories. The
priority in this phase (financial restructuring), is to stabilize financial situations. cash and
In parallel, companies will need to strengthen their core businesses so that they can what drains it
generate enough cash to finance subsequent growth initiatives; no growth initiatives
can commence without having strong core businesses. To improve profitability in core

15
 The Restructuring Process

business, companies must redesign and streamline business processes. Such efforts
can be extended to the entire supply chain; business rebuilding. This involves the whole
range of the organizations business activities, including strategies and individual
business processes (financial and operational restructuring).
Ongoing
When organizations have improved the efficiency of their core businesses sufficiently, organizational
they are poised to shift emphasis from short-term profitability to long-term profitable
growth. To sustain growth, companies need to launch new products and develop new
markets; value-building growth. Growth initiatives usually take several years to yield
restructuring
results. Consequently, companies will need to consider front-loading of growth
initiatives. In many cases, business rebuilding and value-building growth take place
is a must for
simultaneously rather than one after the other. every
However, unless the company undergoes organizational restructuring it is more than company
likely that the inefficiencies that forced the company to undergo financial restructuring in
the first place will surface again.

16
 The Restructuring Process

Alternative Divestiture Structures

There are three basic ways to divest a subsidiary: sell-off, equity carve-out and spin-off.
Other methods of divesting a subsidiary include corporate splits and tracking stocks.
Corporate splits are commonly used to effect intra-group corporate restructurings and
to prepare a business for divestiture. A tracking stock is a specialized option for a Basic ways
parent company to realize hidden value in a business unit or subsidiary while retaining
control of the unit or subsidiary concerned. Moreover, a spin-in is the acquisition of to divest are
minority shares in majority-owned subsidiaries.
Sell-off,
Consequently, majority-owned subsidiaries become wholly-owned subsidiaries. In many
cases spin-ins are executed with the aim of implementing group-wide restructuring and Equity carve-
are followed by further divestitures. Last but not least, a joint venture can be used as a
means of acquiring or exiting a business in two stages. In the first stage, a parent out, Spin-off
company and its partner company create a joint venture company. In the second stage,
the parent company sells its remaining shares of the joint venture to the partner after a
certain period of time.

17
The Restructuring Process

To achieve value-building growth, companies must develop and maintain balanced

business portfolios. No growth can be achieved without having strong core businesses;
cash flows generated by core businesses are essential to fund for growth initiatives. Yet
strong core businesses alone do not guarantee value-building growth.
Strong core
To develop and maintain balanced portfolios, the challenge is to nurture promising
options while reviewing frequently the growth potential of each business and divesting
business alone
quickly underperforming businesses with diminishing potential or distracting noncore
businesses. Growth initiatives call for funds, management time and other resources.
does not
Divestitures of underperforming or non-core businesses can often release tied-up
resources and thus can create capacity for growth. The two cornerstones of successful
guarantee
divestitures are: value-building
1. Deliberate use of interim solutions to an eventual exit; and
2. Laying the groundwork for creating a stand-alone entity. growth

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 The Restructuring Process

The methodology of restructuring is basically based on a strategic planning process. This

consists of three phases:
The Diagnostic Phase. Diagnosis of the company through Strategic Appraisal and Due
Diligence (Financial, Operational, Macro-Environment, Legal).
The Planning Phase. Preparation of the Strategic Improvement Plan. Define corporate Management
objectives and strategies.
The Implementation Phase. Restructuring, including monitoring of progress and commitment
revisions of the previous phases.
to the
Important
Restructuring is more likely to be successful when management first understands the process is
fundamental business/strategic problem(s) or opportunity that their organization faces. The
decisions that management will have to take as part of implementing a restructuring plan critical
are critical to whether the restructuring succeeds or fails.
Time is of essence.
People need certainty.

19
The Restructuring Process

The
Restructuring
Process
chart

20
 Measuring Results

Results of restructuring strategies can be measured by one of two performance standards,

i.e. market performance or accounting performance.
ROI and ROE
Market performance
The market performance standard addresses the stock price of the organization comparison of
following a restructuring. The changes can be directly attributed to restructuring action
are short term indicators of how the restructuring has effected the organizations pre- and post-
performance.
restructuring
Accounting Performance
To determine long term performance of an organization accounting standards (financial can measure
ratios) are used to calculate restructuring performance. A comparison is made on
financial ratios ROI (Return of Investment) and ROE (Return on Equity) of pre- restructuring
restructuring and post-restructuring data over several periods and years. The results
using this method take longer to obtain but can give a clearer picture to whether the results
restructuring objectives have been met.

21
 Discussion

Corporate overhead allocation between the subsidiary and the parent can be complicated
Before an organization can divest a subsidiary through, say a tax-free spin-off, management must first decide how corporate
overhead will be allocated between the subsidiary and the parent. The allocation decision can be complicated by
management's understandable desire not to give away the best assets or people. It is also necessary to allocate debt
between the two entities, which will generally entail some kind of refinancing. The transaction must meet certain stringent
business purpose tests to qualify as tax-exempt. And if the two entities conducted business with each other before the spin-
off, management must decide whether to extend this relationship through some formal contractual arrangement.

Corporate downsizing challenges include managing relations with remaining workforce and press
Corporate downsizing presents management with formidable challenges. In addition to deciding how many employees
should be laid off, management must decide which employees to target (e.g., white collar vs. factory workers, domestic vs.
foreign employees, etc.) and set a timetable for the layoffs. It must also carefully manage the organizations relations with
the remaining workforce and the press. This process becomes much more complicated when management's compensation
is tied to the financial success of the restructuring through stock options and other incentive compensation. And when layoffs
are the by-product of a corporate merger, it is necessary to decide how they will be spread over the merging companies'
workforces. This decision can significantly impact the merger integration process and how the stock market values the
merger, by sending employees and investors a signal about which merging company is dominant.

22
 Discussion

Restructuring affects also the wealth of the claimholders

Corporate restructuring usually requires claimholders to make significant concessions of some kind, and therefore has
important distributive consequences. Restructuring affects not only the value of the firm, but also the wealth of individual
claimholders. Disputes over how value should be allocated and how claimholders should "share the pain" arise in almost
every restructuring. Many times these disputes can take a decidedly ugly turn. A key challenge for management is to find
ways to bridge or resolve such conflicts. Failure to do so means the restructuring may be delayed, or not happen, to the
detriment of all parties.

Sometimes disputes over the allocation of value arise because claimholders disagree over what the entire company is
worth. To bridge such disagreements over value, a deal can be structured to include an "insurance policy" that pays one
party a sum tied to the future realized value of the firm. This sort of arrangement sometimes appears in mergers in the form
of "earn-out provisions" and "collars. Also in some bankruptcy restructuring plans (although relatively uncommon), creditors
can be issued warrants or puts that hedge against changes in the value of the other claims they receive under the plan.

23
 Discussion

Marketing the restructuring is critical for publicly traded companies

For publicly traded companies, the success of a restructuring is ultimately judged by how much it contributes to the
company's market value. However, management cannot take for granted that investors will fully credit the company for all of
the value that has been created inside. There are many reasons why investors may undervalue or overvalue a restructuring.
Many companies have no prior experience with restructuring, so there is no precedent to guide investors. Restructurings
can often be exceedingly complicated and more than often they produce wholesale changes in the organization's assets,
business operations, and capital structure. In most restructurings, managers face the additional important challenge of
marketing the restructuring to the capital market.

A better way to this would be to disclose useful information to investors and analysts that they can use to value the
restructuring more accurately. However, managers are often limited in what they can disclose publicly. For example, detailed
data on the location of employee layoffs in a firm could benefit the firm's competitors by revealing its strengths and
weaknesses in specific product and geographic markets. Disclosing such data might also further poison the company's
relationship with its workforce. Management's credibility obviously also matters in how its disclosures are received.

Many restructurings try to improve company profitability two ways, by both reducing costs and raising revenues. However,

24
 Discussion

experience suggests that investors and analysts generally reward promises of revenue growth much less than they do
evidence of cost reductions. When conventional disclosure strategies are ineffective in a restructuring, sometimes more
creative strategies can be devised. Often a new earnings measure, which can correspond more closely to cash flows, has to
be designed to educate investors about a buyout's financial benefits. However, acceptance of such an accounting innovation
can be uneven at first On the other hand communicating with investors is relatively easy when the company is nonpublic
and/or closely held. But having no stock price can be a double-edged sword since it is then harder to give managers
incentives to maximize value during the restructuring

Profit-sharing plans and fixed wage schemes improve corporate productivity

No doubt, leveraged restructuring of organizations creates greater corporate value by concentrating more control among
fewer stockholders, initiating enhanced corporate efficiency and performance. When management and employees have
equity or an equity-like position in the corporation, they have more incentive to improve corporate productivity. Their
interests in the corporation more resemble the investors'. Installing a profit-sharing plan in place of a fixed wage scheme
improves productivity, as does an Employee Stock Ownership Plan (ESOP). ESOPs create an ownership interest for the
present and future, as well as generating their own funding. ESOPs also build debt capacity and tax benefits. Leveraged
equity purchase plans are similar incentive packages for management only.

25
Conclusion

Although restructuring is a valued tool for an organization to use in an attempt to maintain

its goals and objectives many companies recognize the need to restructure too late, when
fewer options remain and saving the organization may be more difficult.

The pattern of a typical corporate restructuring process calls for an organization to stabilize
Restructuring
its financial situation, return to profit and then focus on growth. In parallel, it must
strengthen its core businesses so that it can generate enough cash to finance subsequent
initiatives fail
growth initiatives. Although focusing on core business alone is not enough! when
To achieve value-building growth, companies must develop and maintain balanced undertaken
business portfolios. The key challenge is to nurture growth options while divesting
underperforming or non-core businesses proactively. Success in proactive divestitures, a approaches
significant restructuring tool, is more likely when companies use deliberately interim
solutions to an eventual exit and lay the groundwork for creating a stand-alone entity. are unrealistic
Leveraged restructuring creates greater corporate value by concentrating more control
among fewer stockholders, initiating enhanced corporate efficiency and performance.

26
Conclusion

Restructuring is an on-going process and understanding the relationship between

corporate restructuring and its employees is the key not only to improving any
organization's ability to move through change effectively but to guarantee everlasting
competitiveness. Organizations are encouraged to preemptively restructure. The more
extensive the restructuring, the greater the growth prospects; the stronger the growth, the
greater the need for restructuring.
The stronger
Organizations need insight into how to best utilize talent and find the best fit between
the growth the
existing employees and the jobs that await them. However, some of these factors are greater the
clearly idiosyncratic and company-specific. The organization's relations with the remaining
workforce and the press must be carefully managed especially when management's need for
compensation is tied to the financial success of the restructuring through stock options and
other incentive compensation. restructuring
When the organization is a publicly traded company marketing the restructuring is of
utmost importance. Disclosing useful information, however, must be wisely done.

27
Conclusion

At the end of the day, whether it is an organizational, financial or portfolio restructuring, a

successful corporate restructuring rests on human behavior, a change in behavior; that is,
changing the belief system of the people of the organization.

Continuous organizational learning is necessary for organizations to stay up to date and

excel, and must be the essence of every restructuring. Organizations that are not willing to
Organizational
learn will become obsolete. learning must
Important: Organizations must perform a "restructuring audit" on their businesses be the essence
periodically, looking for opportunities to create value by voluntarily restructuring, before
circumstances leave them with no choice. of every
restructuring

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Sell-offs

A sell-off is the sale of a business or subsidiary of the parent company to another firm
outside the group, generally resulting in a payment of cash to the parent. In theory, sell-offs
are the least complex of restructuring structures. Acquirers can usually be divided into two
groups: strategic buyers and financial buyers.

Strategic buyers are those who are interested in acquiring a business for strategic
purposes, e.g., increasing market share, creating economies of scale or exploiting
synergies; they are typically companies engaged in the same business as, and therefore
competing with, the business or company under consideration.

In contrast, financial buyers are those who are interested in acquiring a business to secure
a financial return in the short- to medium-term before selling the business or otherwise
exiting the investment. Financial buyers are likely to be buyout firms. Buyout firms raise
funds in order to be able to take equity stakes in companies though funding and assisting
with management buyouts (MBOs) and leveraged buyouts (LBOs). Buyout firms generally
focus on established companies with potential to grow after transformation. Non-core
divisions and subsidiaries of large public companies are their typical targets.

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Equity Carve-outs

An equity carve-out is the sale of an equity interest in a subsidiary to public investors in an

IPO or to professional investors in a private placement. Equity carve-outs come in two
forms: minority carve-outs and majority carve-outs. A minority carve-out occurs when a
parent company sells a minority interest in a wholly-owned or majority-owned subsidiary to
investors while retaining the majority interest. A majority carve-out involves the sale of a
majority interest in a wholly-owned or majority-owned subsidiary to investors. It should be
noted that the preparation for either an IPO or a private placement to professional
investors takes longer than that for a sell-off. In addition, a parent company will have to
ensure that a carved-out subsidiary should be a viable independent company. This is often
the most difficult part of the preparation for an equity carve-out.

Main benefits of a minority carve-out:

1. After a minority carve-out, the parent company continues to remain in control of the
subsidiary;
2. It allows the parent company to take advantage of a high valuation of part of its
operations and provides opportunities to raise capital on advantageous terms;[

31
Equity Carve-outs

3. If the minority carve-out unlocks value and a higher-rated or higher value stock is
created (in aggregate), the stock of the parent company (or subsidiary) has more value
as an acquisition currency;
4. It gives the subsidiary time to become a stronger company before a sale or majority or
full carve-out;
5. It may create business opportunities for the subsidiary by demonstrating that the
subsidiary will be an independent business; and
6. A minority carve-out IPO allows the subsidiary to offer market-linked or other equity
incentives to management.

Disadvantages of the minority carve-outs include:

1. The parent company maintains control of the subsidiary, which may cause a potential
conflict of interests with the minority shareholders of the subsidiary;
2. If the initial public float is too small, it may fail to attract institutional investors;
3. Small public floats may increase the volatility of the stock;

32
Equity Carve-outs

4. In difficult markets, a minority carve-out may impede a selling strategy by setting a price
for the shares of the subsidiary which is below their "real" value; and
5. A minority carve-out may reduce the flexibility with which the parent and subsidiary can
cooperate to capture synergies.

The parent should anticipate that a minority carve-out is often an interim solution. In most
cases, a minority carve-out is later followed by another transaction, such as a sell-off,
follow-on public offering or spin-off. In practice, a minority carve-out is likely to lead to
complete separation over time because the carved-out subsidiary tends to drift away from
and interact less with the parent due to its independence.

In addition, the carved-out subsidiary, if it becomes a publicly listed company, will issue its
own financial statements and establish a public market value, resulting in the increased
possibility of a merger (or takeover) offer. A minority carve-out IPO may be combined with a
later spin-off. If unsuccessful, the minority carve-out may be followed by a spin-in, i.e., the
parent company acquires the shares held by minority shareholders and turns the majority-
owned subsidiary

33
Equity Carve-outs

into a wholly-owned subsidiary. When a substantial or complete separation is desired, a

majority carve-out may be implemented (again usually by way of an IPO or private placement).
A majority carve-out is beneficial in the following ways:
1. A majority carve-out may generate substantial cash for the parent and/or the subsidiary;
2. A majority carve-out may allow the parent to terminate its responsibility toward the
subsidiary;
3. A majority carve-out means that there will be fewer potential conflicts of interests between
the parent and the subsidiary after the carve-out than is the case with a minority carve-out;
4. Notwithstanding that it will only be a minority shareholder, the parent may maintain a
significant influence on the subsidiary after the carve-out; and

A majority carve-out allows continued financial participation by the parent. Disadvantages of a

majority carve-out include:
1. Neither the parent nor its shareholders will participate fully in the upside of the subsidiary;
and
2. The parent will lose control over the subsidiary after the carve-out.

34
Spin-offs

A spin-off (or demerger) often consists of the distribution of a subsidiary's stock to the parent
company's existing shareholders by way of a dividend. A spin-off is a popular way of
undertaking corporate restructuring in the U.S. and Europe. The main reason for the popularity
of spin-offs is that the distribution can often be made tax free for both the parent corporation
and the receiving shareholder. This can represent significant savings to the parent company.

Spin-offs are a means to unlock the value of a subsidiary and transfer that value directly to the
parent company's shareholders. It is especially useful for a subsidiary that does not completely
fit with the parent company's core activities or would otherwise benefit from being a stand-alone
public company.

Spin-offs are also a means to obtain full value for the parent company's shareholders when a
spun-off subsidiary is viable but will not command a reasonable price in a cash divestiture
because of market conditions. Where the shares of the parent company are publicly listed, in
order to ensure that the parent company's shareholders can realize the value of the distribution,
the shares of the subsidiary generally need to be (or become) publicly listed to give the
shareholders the same liquidity in the shares in the subsidiary as they have in the shares of

35
Spin-offs

the parent, i.e., the parent will need to seek a public listing for the new shares. As is the
case with equity carve-outs, the spun-off subsidiary must be a viable stand-alone entity to
create shareholder value. This means that it must have a strong capital structure and a
viable business model. This poses a major challenge for all spin-offs. In addition, spin-offs
have disadvantages, including the following:
1. Unlike an equity carve-out or a sale for cash, neither the parent company nor the
subsidiary receives any cash in the transaction itself;
2. The parent company loses the income and cash flow of the subsidiary without receiving
any cash in return;
3. Unlike a carve-out IPO, the shares are distributed to the parent's shareholders as a
dividend and therefore the parent company may not work hard to create investor
interest in the stock as much as in a carve-out IPO; and
4. If the spun-off subsidiary fails to meet their investment criteria (e.g., minimum size of
market capitalization or portfolio holdings), institutional investors of the parent company
may sell the shares distributed to them in the spin-off.

36
Spin-offs

A carve-out IPO may be combined with a later spin-off. The advantages of such two-stage
transactions include the following:
1. The IPO establishes a public market for the subsidiarys stock in advance of the spin-off;
2. The scrutiny which comes with being a publicly listed company should make the subsidiary
a stronger company; and
3. The IPO generates cash for either the parent company or subsidiary or both.

The disadvantages of these two-stage transactions are similar to those of minority carve-outs,
including:
1. The IPO is dependent on equity market conditions;
2. Preparing for and implementing the IPO is time consuming;
3. Companies with small public floats are less attractive to institutional investors; and
4. A depressed stock price may prevent the parent from undertaking the subsequent spin-off.

A split-off is a variant of a spin-off. In a split-off, a parent company distributes shares it owns in

a subsidiary to its shareholders in exchange for their shares of the parent. A split-off is a way to

37
Spin-offs

create value for the parent's shareholders by reducing the parent's outstanding shares.
Reducing the parent's shares outstanding increases the earnings and cash flow per share
and, thereby, the value of the remaining shares.

A split-up is a form of split-off where a parent company is broken up into two or more
independent companies. In the split-up, a parent company is often liquidated and the
parent company's shareholders become shareholders of each of the new independent
companies.

38
Spin-ins

Increasingly, companies are making majority-owned subsidiaries into wholly-owned

subsidiaries. Such transactions are referred to as spin-ins. Often spin-ins are implemented
through the share exchange procedure. Spin-ins allow a parent company to implement
group-wide restructuring by streamlining overlapping businesses and redeploying assets
and capabilities within the group. Consequently, spin-ins will often lead to divestitures.

39
Corporate Splits

The corporate split procedure makes it easier for companies to split business units into
new companies (or existing companies). Prior to the introduction of the corporate split
procedure, it was possible for a company to split a business unit into a new subsidiary
through either an investment-in-kind or a post-establishment transfer of business.
However, the traditional methods to complete such transactions were expensive and time
consuming procedures. For example, an asset valuation by a court appointed inspector
was required.

A corporate split which does not involve the distribution of shares directly to the
shareholders of a transferor company) enables a parent company to:
1. Focus on core businesses;
2. Improve the control span of the parents management team by reducing parental
involvement; and
3. Accommodate differing personnel and compensation systems.

40
Corporate Splits

At the same time, such splits enable a parent company to unlock the value of a business
unit by:
1. Clarifying the business units responsibility and authority;
2. Providing a certain degree of autonomy to foster an independent culture;
3. Expediting the business units decision-making to improve business performance; and
4. Enhancing visibility for customers, suppliers and potential alliance partners or buyers.

More significantly, corporate splits facilitate the participation of strategic partners who can
provide necessary capabilities.

41
Tracking Stocks

Tracking stock is a class of parent company common stock that provides a return to
investors linked to the performance of a particular business unit within the parent company.
In theory, tracking stock can create many benefits for both the parent company and the
subsidiary. A tracking stock does not require the parent company to make the tax, legal,
governance and organizational changes required for an equity carve-out or spin-off, e.g.,
no separate board of directors is required. This provides the main appeal to the parent
company over other alternatives. The advantages to using tracking stocks include:
1. The parent company continues to control the business unit and maintain ownership of
its assets;
2. A tracking stock can raise capital on attractive terms;
3. A publicly listed tracking stock establishes a market value for the business to which
management compensation programs can be tied;
4. A tracking stock preserves the operating benefits of a single, integrated corporation;
and
5. The parent company may use the tracking stock as acquisition currency.

42
Tracking Stocks

The disadvantages of a tracking stock include the following:

1. The parent company issuing a tracking stock must create financial "firewalls" between
the business and the rest of its operations;
2. The parent company will shoulder the administrative burden in connection with a
tracking stock;
3. A company that issues a tracking stock creates the potential for a conflict at the board
level between the interests of the two sets of shareholders; and
4. Investors may not give as much value to the tracking stock as if shares represented a
direct ownership interest in the assets of the tracked business.

Tracking stocks are often terminated when the circumstances and objectives of the
business and/or parent company change and consequently the parent company decides to
sell, spin off or spin in the tracked business.

43
Joint Ventures

When well crafted, joint ventures (JVs) can achieve many of the same objectives for the
parent company as an acquisition of the other company, including access to the resources
and capabilities of the joint venture partner, but at a lower cost and without many of the
risks associated with an acquisition. Consequently, the parent can increase the value of a
subsidiary by way of a JV. Successful JVs are often followed by IPOs.

Joint ventures may be also used as a means of divesting a business. The first step is the
creation of a JV with a strategic partner. Often the strategic partner controls a major stake
(i.e., over 50%) in the JV company. The second step is the acquisition of the minority
shares of the JV company by the strategic partner. Such two-stage transactions provide
the acquiring partner with benefits, including the following:
1. A means to encourage the partner to assist in building the business;
2. A means to get to know the business before a subsequent acquisition; and
3. A means to lay the groundwork for smooth integration after a later acquisition.

Buy-out firms are active buyers of non-core subsidiaries of large public companies.

44
Joint Ventures

Although JVs are not their traditional business model, buyout firms may be interested in
forming JVs. Such buyout partnerships can be used as a means of divesting non-core
businesses when a cash sale is unavailable or undesired. The advantages of a buyout
partnership for the parent company and the subsidiary include:
1. A means to encourage the partner to assist in building the business;
2. Experienced buyout firms can greatly assist in building the subsidiary, recruiting a
management team, forming relationships with customers and setting business strategy;
3. Buyout firms invest cash into the subsidiary and assist in funding key business
initiatives;
4. The involvement of experienced and respected buyout firms may be a significant asset
to the subsidiary in a later IPO.

The challenges of a buyout partnership for the parent company and the subsidiary include:
1. A buyout firm may not invest in an entity when the parent company is in control;; and
2. Buyout firms are usually interested in executing an exit strategy within a reasonable
time frame.

45
About Pytheas

Established in 1996, Pytheas is an organization with global outlook and reach,

offering a wide range of sophisticated financial services to companies,
governments, institutions, and individuals.

Considered as one of the world's premier organizations in providing access to

emerging financial markets and economies in transition, Pytheas services range
from advising on corporate strategy and structure to raising equity and debt
capital and managing complex investment portfolios.

Pytheas' investment banking capabilities are among the best in the industry,
offering a wide range of investment products and solutions; the breadth and
quality of Pytheas' fundamental research and strategic advice, combined with its
in-depth industry knowledge and geographic specialization, offer investor clients a
wealth of information to evaluate and prioritize their investment decisions.

47
 Our Vision

We aspire and we realize our vision to be our client's first choice and partner by
retaining a client focus in everything we do.

Focusing on client service, offering superior service, realistic, comprehensive

and fully integrated solutions, and combining brilliant corporate advisors and Our vision
investment professionals who are knowledgeable in the cultural and
regulatory complexities of each region and well positioned to respond to the
is to be our
ever-changing markets with our clients assets and talents, are our clients first choice
expressed goals.
and partner
Pytheas "all-around relationship" with clients calls for strategic, long-term
relationships with our business partners. Combining the best of investment in everything we do
banking with solid understanding of risk management and corporate structure
enables our organization to offer truly individualized solutions synthesizing
industry knowledge, product proficiency and geographic expertise.

48
 Our Core Values

Pytheas core values integrity, excellence, entrepreneurial spirit, respect for

individuals and cultures, and teamwork will continue to allow us to attract and
retain exceptional individuals to shape and strengthen our organization.
Integrity,
Our teams of experienced professionals consistently strive to set industry
innovation.
standards for investment expertise and client service. By fostering
innovation, encouraging debate, and recognizing achievement, we have excellence,
created an environment that challenges individuals to achieve their best
performance for our clients. entrepreneurial spirit,
We promote transparency, by adhering to the Pytheas Code of Conduct to respect,
the letter, as to the spirit of all applicable laws and regulations. But above all,
we promote critical thinking because only by the awakening of the intellect, teamwork
sound judgment can be applied to our activities. Finally, we believe that
tracking progress is fundamental to building the culture we aspire to in our
vision.

49
Pytheas Main Services

50
Sectors & Reach

51
Reach by Country & Function

52
Differentiators & Strategy

53
Differentiators & Strategy

54
Competitive Landscape

55
 Contribution per Service

120%
As Asset
100.0%
100% Management and
80% Equity Finance
Equity Finance became the main
60% 56.7%
46.8% 48.2% Asset Management income contributors,
39.2% Strategic Advisory
40%
31.8%
47.9%
by end-2011 Strategic
20%
21.4% Advisory accounted
0.0% 0.0%
4.2% 3.9% for only 3.9%
0%
1996 2003 2008 2011

56
Contribution per Industry

Other, 3.2% Banking, 10.2%

Shipping, 10.7%
Energy contributed
Banking
Energy 41.9% by end-2011
Environment because of the
Real Estate,
18.3%
Hospitality
increased size of
Mining
Energy, 41.9%
Real Estate capital investment
Shipping required in the
Mining, 5.4% Other
particular industry
Hospitality, 6.7%
Environment,
3.6%

57
Pytheas Financials

58
Pytheas Card General

As at 31 December 2011,

321. 24 billion under direct management; 43 Pytheas offices in 41 countries;

Significant ownership in 119 companies; 5A Financial Strength rating by the Dun & Bradstreet
corporation (14 Sep 2011).
987 professionals of which, Also by D&B,

9.2% with a PhD degree Composite Credit Appraisal = 1

71.4% with a Masters degree Employee Designation = ER2

9.1% with a Bachelors degree PAYDEX = 80

10.3% with other qualifications; Financial Stress Score = 1

59
Pytheas Asset Management

Pytheas Asset Management (PAM) is a leading asset manager for institutions,

individuals and financial intermediaries, worldwide.

PAMs investment professionals are located around the world providing strategies that
span a wide spectrum of asset classes including, equity, cash liquidity, real estate,
infrastructure, and private equity.

Pytheas Asset Management focuses on global, regional, developed, and emerging

markets, plus a number of specialty products, including country and sector funds.
PAMs investments combine local resources with access to global strategies and
networks. Pytheas Asset Management continues to offer new products in response to
an evolving global market and its clients' evolving needs.

Pytheas Asset Management believes that the way in which money is managed must
be significantly altered and aligned with a new definition of "performance" that
incorporates risk management, income generation, and alpha/beta separation.

61
Pytheas Equity Finance

Pytheas via Pytheas Equity Finance (PEF), invests in private equity funds,
co-invests in direct investments, and provides liquidity and capital solutions
to valued partners recognizing that Pytheas investors/partners have unique
investment objectives and needs, and is committed to working with each of
its partners in order to provide exceptional service and results.

Dedicated to serving the financing needs of private equity partners and their
portfolio companies Pytheas Equity Finance professionals maintain vast
experience in bank financings (including first and second lien term loans,
asset-backed facilities, revolving credit facilities and synthetic L/C facilities),
securities offerings, bridge lending, mezzanine financings and virtually every
other type of financing available in the marketplace.

Pytheas Equity Finance expertise encompasses LBOs of private and public

companies in a wide variety of contexts, including competitive auctions, club
deals, exclusive transactions, carve-outs and joint ventures.

62
 Pytheas Real Estate

Pytheas believes that investors can benefit by including a commitment to real

estate in their investment portfolios. As an asset class, real estate offers many
advantages, such as historically low volatility and attractive returns, and a low
correlation with other asset classes. Pytheas strategy seeks to provide clients
access to these potential benefits by identifying them through a combination
Real Estate offers
bottom-up and top-down analysis. low volatility,
Pytheas also offers Real Estate advisory services that reduce occupancy costs, attractive returns
increase operating efficiencies, and provide significant, long-term economic
benefits for its clients: and low correlation
Tenant Representation with other assets
Contract Negotiation
Market Information and Analysis
Project Management
Advisory Services & Financing Solutions

63
Pytheas Private Credit

Pytheas Private Credit (PPC) provides for finance options of properties part of real
estate projects that Pytheas participates in; for both purchase and re-mortgage.

Since the inception of the service in 2001 Pytheas Private Credit has facilitated for
loans in excess of 394 million.

PPC understands that everyone has different needs and is in a different financial
situation. Whether an EU resident or not, non resident or expatriate purchasing in own
name, through a trust or in a foreign currency PPC can deal with the requirement
quickly, efficiently and confidentially.

Strictly available for clients that are interested in buying property of a Pytheas real
estate development, PPC can arrange competitive and often exclusive rates, usually
on more favorable terms than one could achieve by approaching the banks or other
financial institutions directly.

64
Soil, Water & Life Solutions

Soil, Water & Life Solutions services cover all aspects of water, land and soil
management, i.e. water engineering and water resources management including,
water supply and mitigation, hydrological risk assessment, water sensitive urban
design, mine water management, desalination, low-volume irrigation. Soil properties
and management, farm systems designs, tillage management, crop management,
land reclamation and improvement, environmental management, waste management,
etc. Also, alternative energy sources, i.e. solar, wind power, geothermal, tides,
hydroelectric, biodiesel, ethanol, hybrids.

SWLS acknowledges that human induced climate change along with the increasing
population are a serious global threat demanding an urgent global response. It is the
point of view of Pytheas that Sustainable Development well represents one of the
biggest business booms of the world of today (and of tomorrow).

Along with Pytheas Equity Finance, we invest and co-invest in more or less the whole
spectrum of the environmental sustainability sector.

65
Pytheas Minerals & Mining

Pytheas Minerals & Mining (PMM) supports intensive exploration programs of

resource definition, infrastructure review and feasibility studies with the aim of growing
a diversified mineral extraction and export industry, delivering value while operating in
an ethically and socially responsible manner, and remaining committed to long term
sustainable development. PMM adheres to
PMM works with the full range of players in the Oil & Gas industry developing concrete
clean technology
solutions for our valued clients:, i.e., international energy companies, integrated Oil & application,
Gas companies and utilities, Governments, regulators, industry associations, and
nongovernmental organizations; global power developers, transparency &
technology companies, original equipment manufacturers, and suppliers to the Oil &
Gas industry and emerging Oil & Gas traders and merchants. sustainability
PMM also seeks to become a significant unaligned heavy mineral and diamond, gold
and silver producer with near term production supplying niche markets and to
establish itself as the worlds most effective distribution channel for rough diamonds.

66
Pytheas Investors Service

Pytheas Investors Service was established as a vehicle for capital and investment to
advise Pytheas clients on how to shape tomorrows business global map to be a
catalyst for growth, development and diversification by better positioning Pytheas
clients in the global markets and in their quest for excellence.

In close cooperation with the rest of Pytheas professional network, it assists and
guides clients to clearly identify and establish appropriate investment opportunities
through in-depth research and analysis of the world's equities, industries, and
markets.

Product experts, country specialists and industry analysts work in close unison and
pool their talent to design, recommend, and, when appropriate, customize and fine-
tune investment strategies that clients can act on in keeping with their portfolio
preferences and imperatives.

A bridge between business worlds!

67
The Markets Need Pytheas, IB

Investment Banking
While some financial institutions may be better capitalized than before the crisis,
shareholder returns for bank stocks will be under intense pressure as the result of the
loss of proprietary trading revenue, increasing regulation, higher administrative costs
to implement the additional regulation and the movement of many derivatives to Markets long stress
exchanges. Moreover, banks are divesting assets in an attempt to bolster capital and
appease regulators.
will create the need
of the banking
Elevated stress in funding markets (a key threat especially to the Eurozone banks)
combined with the need for the financial sector in general to deleverage (in Europe, sector to
not just in the peripheral economies but also Italy, UK and France) will create the need
of the banking sector to recapitalize and seek external financial advice and capital. recapitalize
Restructuring (financial and organizational), consolidation and M&A will see a surge
and the markets need a solutions provider, such as Pytheas, which not only
understands the market key components but possesses in-depth knowledge and
ability to facilitate change efficiently.

69
The Markets Need Pytheas, IB

All companies will be affected by changes in the global banking system as new risk weights will drive a wedge between
investment grade and non-investment grade credits, Pytheas recommends that companies should actively consider capital
market alternatives to bank capital wherever feasible. Companies need to assess the strategic implications of Europe entering
negative growth territory for the next two years or more (with firms making worst-case contingency plans covering liquidity,
access to funding, FX risk, supply chain pressure and strategic capital deployment). As capital expenditures are likely to remain
subdued as a result of market uncertainty, stronger companies should consider alternative uses for this excess liquidity, such as
share buybacks. The potential to unlock value through financial restructuring is of utmost importance streamlining business
models by separating underperforming or non-core businesses through spin-offs, split-offs or divestitures.

M&A
Many organizations in the US and Europe will look to M&A to achieve their growth goals. Pent up demand will help propel M&A
business; of course there will be far more buyers looking for acquisitions than there will be quality companies for sale. Because
of the last years of crisis, companies who had previously been on the market or who had been thinking seriously of selling their
businesses and subsequently taken themselves off the market are now feeling a bit more hopeful about getting their corporation
sold for a better payout. Private equity companies will be also looking to sell older portfolio companies and raise new funds. The
expansion of middle market M&A activity will also see a surge.

70
The Markets Need Pytheas, AM

Asset Management
Pytheas Asset Management believes that the way in which money is managed must be significantly altered and aligned with a
new definition of "performance" that incorporates risk management, income generation, and alpha/beta separation. The
increasing institutionalization of the retail sale requires asset managers to take a new approach to third-party distribution and
client service. Seizing the retirement opportunity (especially in the US and Western Europe), retooling the investment
management process, reinventing retail distribution and product management capabilities, reorienting new business
development toward future growth opportunities, and driving scale to generate operating leverage are the Pytheas key asset
management initiatives and differentiators.

Also, emerging markets around the world are showing themselves to be more than simply investment opportunities. With global
inflows on the rise, asset managers are turning to emerging markets to tap distribution and sales options and to source new
money. The doors for asset managers are opening not just in BRIC countries and the N-11, but also in regions like the Middle
East with their impressive growth rates. Double-digit growth is within reach for asset managers in South America, the Middle
East, and in parts of Asia Pacific. But theres more to market entry than just macroeconomic potential. Expanding into an
emerging market, especially, requires close attention to that market and its development path, and success depends on
approaches and positioning that are tailored accordingly. It is the fact that these markets are in such flux that necessitate
Pytheas robust strategies.

71
The Markets Need Pytheas, CR

Restructuring
Its all about the health and future of the underlying assets. Sounds intuitive but amazingly often overlooked, particularly by
stakeholders and investors (including Sovereigns who recently have found themselves in the role of proprietors of significant
assets). These parties traditionally have not been as transparent or close to the asset as they should be given their credit/
investment exposure. Pytheas will be a catalyst for change in this regard its restructuring team, in collaboration with its
investment banking and asset management teams, are focused on a holistic evaluation of assets, assessment of management
teams, strategies and core processes and systems which are vital to the health of the underlying assets and any serious
consideration of recapitalization opportunities. Our restructuring team will consist of two types of experienced restructuring
professionals: generalists with expertise cross-sector in core management processes, systems, procedures and
transformational managers with demonstrated records of sustainable business transformation.

The amend and extend (e.g. granting debt default waivers) practices of traditional lenders is under considerable regulatory
and governmental pressure in both the U.S. and Europe, but particularly in the current European landscape and will be
significantly curtail. New investors must take particularly care in evaluating with granularity potential assets. Pytheas delivers
transparency to existing stakeholders and investors in evaluating and fixing the underlying assets.

72
The Markets Need Pytheas, SA

Strategic Advisory & Thought Leadership

Pytheas provides Strategic Advisory &Thought Leadership (SA &TL) to a broad
spectrum of global clients, including Board and senior executive managers as well
institutional money managers, pension funds, mutual funds, central banks, commercial
Thought
banks, corporate liquidity managers and specialized portfolio managers, overlay Leadership that is
managers and hedge funds. Local as well as global investors have come to depend
on Pytheas for the quality of its market intelligence, breadth of sector knowledge and direct,
creative out of the box thought. In its all-around relationship approach with clients,
Pytheas SA&TL Team designs and implements fully integrated solutions, often measurable,
leveraging on the deep experience of its Asset Management, Investment Banking and
Restructuring Teams. preeminent and
Pytheas can provide clear and practical advice on how companies can best position engaging
themselves in the marketplace, to the global investment community and to
governmental authorities. Pytheas provides leading edge Wise Counsel and guides
clients through critical path decisions and execution steps.

73
Pytheas Governance

75
Pytheas Corporate Officers

76
Pytheas Organogram

77
Pytheas Regional Offices

Flagship Office & Regional Office & Regional Office & Regional Office &
Division Europe Division Emerging Markets Division Africa Division Middle East/ Asia
Pytheas Limited Pytheas (Cyprus) Limited Pytheas (Africa) Limited Pytheas (MEA) Limited
50 Grosvenor street 2 Sofouli street 138 West street DIFC
London W1 3LF 1096 Nicosia Sandown, Sandton The Gate, 7th Floor
United Kingdom Cyprus 2120 Johannesburg, RSA Dubai, UAE

Flagship Office & Main Office & Main Office & Main Office &
Division Americas Division Latin America Division Pacific Global Wealth Management
Pytheas Inc. Pytheas (Chile) Limited Pytheas (Pacific) Limited Pytheas (Switzerland) Limited
787 Seventh Avenue Apoquindo 19-29 Martin Place Stockerhof
New York NY 10019-6099 3500 Las Condes 2000 New South Whales 23 Stockerstrasse
USA Santiago, Chile Sydney, Australia 8039 Zurich, Switzerland

78
Pytheas Sample Publications

79
There are rare moments in time when a business entity has
the ability to be exceptional and outstanding and dares to be
different, because, it can be different, with truly innovative
and entrepreneurial spirit, with integrity, possessing critical
thinking, and improving the status quo. This is one of those
moments and we are Pytheas!
www.pytheas.net
 Copyright 2012 Pytheas Limited
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