FAQ 1

How does my Company fit into your overall corporate strategy?

Napkin’s corporate strategy is to acquire Digital Disruptors around the world with a goal of building a ecosystem that fosters growth and synergy as we move towards a planned IPO by 2027.  We want Founders and Company leaders that can work with us to achieve our mutual goals.  Your Company is one that fits the profile of what we are looking for.

What is the main motivation behind your interest in acquiring my Company?

There is not a single main motivation for the Companies we acquire, but rather a few of equal weight:

  • Referral: First and foremost, Napkin seeks to acquire companies that have been referred by a current subsidiary – this validates their character/culture, their quality of work, and their ability to work with other agencies/companies.
  • Talent: The awards, clients, and size of the company are all important factors that we consider. All subsidiaries benefit when Napkin is able to go to clients and pitch with a larger cumulative resume. More importantly though, as Napkin brings on more and more clients, we don’t want to be outsourcing and hiring talent but rather, we want to be able to satisfy growth in-house as much as possible.
  • Batch Size: Napkin’s next batch of acquisitions will increase in size (both in number and financially) with the inclusion of your Company. This brings confidence to other subsidiaries within the batch, optimism for potential investors or institutional capital, and provides validation to Napkin’s current share price.
  • Napkin Regional Growth: Napkin has found that in certain regions clients 1) prefer to utilize agencies within their country or 2) are required by governments to utilize agencies within their region. We have missed out on clients for those reasons so expanding our geographic reach is critical.
  • Financial Power: We look for Companies with a strong earnings history, with growth upside. As Napkin’s consolidated financials grow, so does our ability to get equity capital or cheap debt capital. This allows for acquisition growth via Lines of Credit, Ad Spend Loans, and more.

Why do you want more companies in the region? What's your motivation behind this?

As Napkin seeks to grow, it’s best served if it’s able to select from the talent pool of the world, rather than a select few countries – and the more countries currently represented within the portfolio, the more that highly attractive companies from new countries will be willing and able to join the Napkin team.

How will the acquisition be structured?

We seek simplicity in our acquisitions.  Often a deal is a Share swap (partial ownership in Napkin for 100% ownership in your Company) so you get the upside of the increase in the value of Napkin shares as we grow towards an IPO.  We are also open to a combination of cash and Napkin shares depending on Company needs.

What are your plans for the operation of the Company once the acquisition is completed?

 

The Company continues to operate exactly as it currently does.  Napkin does not have any goals of terminating people, changing major systems, or impeding on the good culture that you have created. There are only two caveats to this:

  1. The Company will be submitting monthly financials to our Napkin accounting team for consolidating through a mutually agreed upon system. Additionally, Napkin will work with you to identify potential efficiencies and cost savings measures that can be implemented.
  2. If the Company were to be declining in revenue or losing profitability, then Napkin would work with you to help right the ship.

How do you plan to integrate the cultures of our two Companies? What will be the impact on current employees?

For the integration of culture, where current employees can work with us, it’s a number of methods:

  1. Napkin subsidiary meetups (previously in Galapogas Islands, Maryland, South Carolina, conferences in Toronto and Lisbon, etc.) 1-4 times per year
  2. Monthly Napkin “All Hands” zoom calls
  3. Everyone in Napkin Workspace on Slack
  4. Regular issuance of updates and Napkin materials
  5. WhatsApp, calls, zooms – stay connected!

What will be the role of the current management team after the acquisition? Are there plans to retain key team members?

We work with you to identify key team members and want them to stay involved, both for their history of success with your Company and to help in client retention.  As long as the Company is not seeing significant declines in revenue and profitability, we don’t plan to make  changes to the team.  Additionally, there are often opportunities for key members to hold leadership roles within Napkin. This can include focusing on further M&A in the region by making referrals and introductions, or being involved as an advisor or speaker at Conferences. We don’t force it on anyone, but rather, we want you to communicate to us what you desire.

What legal agreements will you be expected to sign as part of the acquisition? Are there non-compete clauses?

Here is a copy of our SPA template. Of course, some things would have to be changed for each specific deal, but the general structure would be the same. If necessary, we can alter certain language to make you feel more comfortable. Our goal is not to trap you, our goal is provide safeguards for all parties!

What is the proposed timeline for the acquisition? What milestones and deadlines are contemplated?

Once we are in a basic agreement on terms, we would like to acquire Companies within 60 to 90 days, possibly sooner, so that they can be a part of the next “batch” close and insure the best share price. If we miss the next batch deadline, then it will have to be done as part of the next batch close, likely a higher share price. We have done deals in as short a timeframe as a few weeks, and taken as long as six months – it’s much more to do with the appetite of the acquisition than it is on the Napkin end, as we’ve done this many times before.

First milestone is answering all outstanding mutual questions.

Second milestone will be validation of diligence – going through each other’s books together, etc.

Third milestone will be reaching an agreement on price and terms.

Fourth milestone will be finalization of legal documents and signing!

What conditions precedent must be met before completion of the acquisition? What approval processes are necessary (e.g. regulatory approval)?

On our end, we have to get Board of Director approval (a vote will be taken once a price is agreed), and we have to validate what you have presented to us (your financials, your clients, your legal existence).

Napkin is very strong in multiple areas that can benefit our Company - how do you plan to transfer this know-how to our Company once it is acquired?

Once acquired, the Company will have full communication and access to all of Napkin’s subsidiaries, and Napkin management will seek to facilitate relationships and sharing of knowledge wherever it can.

Which are the main clients for Napkin? Are there any global clients that we can manage as a whole group?

Many of the best current (and past) clients can be seen here. Your involvement will be up to their ability to lead and contribute!

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There is not a single main motivation for the Companies we acquire, but rather a few of equal weight:

  • Referral: First and foremost, Napkin seeks to acquire companies that have been referred by a current subsidiary – this validates their character/culture, their quality of work, and their ability to work with other agencies/companies.
  • Talent: The awards, clients, and size of the company are all important factors that we consider. All subsidiaries benefit when Napkin is able to go to clients and pitch with a larger cumulative resume. More importantly though, as Napkin brings on more and more clients, we don’t want to be outsourcing and hiring talent but rather, we want to be able to satisfy growth in-house as much as possible.
  • Batch Size: Napkin’s next batch of acquisitions will increase in size (both in number and financially) with the inclusion of your Company. This brings confidence to other subsidiaries within the batch, optimism for potential investors or institutional capital, and provides validation to Napkin’s current share price.
  • Napkin Regional Growth: Napkin has found that in certain regions clients 1) prefer to utilize agencies within their country or 2) are required by governments to utilize agencies within their region. We have missed out on clients for those reasons so expanding our geographic reach is critical.
  • Financial Power: We look for Companies with a strong earnings history, with growth upside. As Napkin’s consolidated financials grow, so does our ability to get equity capital or cheap debt capital. This allows for acquisition growth via Lines of Credit, Ad Spend Loans, and more.

As Napkin seeks to grow, it’s best served if it’s able to select from the talent pool of the world, rather than a select few countries – and the more countries currently represented within the portfolio, the more that highly attractive companies from new countries will be willing and able to join the Napkin team.

We seek simplicity in our acquisitions. Often a deal is a Share swap (partial ownership in Napkin for 100% ownership in your Company) so you get the upside of the increase in the value of Napkin shares as we grow towards an IPO. We are also open to a combination of cash and Napkin shares depending on Company needs.

The Company continues to operate exactly as it currently does. Napkin does not have any goals of terminating people, changing major systems, or impeding on the good culture that you have created. There are only two caveats to this:

  1. The Company will be submitting monthly financials to our Napkin accounting team for consolidating through a mutually agreed upon system. Additionally, Napkin will work with you to identify potential efficiencies and cost savings measures that can be implemented.
  2. If the Company were to be declining in revenue or losing profitability, then Napkin would work with you to help right the ship.

For the integration of culture, where current employees can work with us, it’s a number of methods:

  1. Napkin subsidiary meetups (previously in Galapogas Islands, Maryland, South Carolina, conferences in Toronto and Lisbon, etc.) 1-4 times per year
  2. Monthly Napkin “All Hands” zoom calls
  3. Everyone in Napkin Workspace on Slack
  4. Regular issuance of updates and Napkin materials
  5. WhatsApp, calls, zooms – stay connected!

We work with you to identify key team members and want them to stay involved, both for their history of success with your Company and to help in client retention. As long as the Company is not seeing significant declines in revenue and profitability, we don’t plan to make changes to the team. Additionally, there are often opportunities for key members to hold leadership roles within Napkin. This can include focusing on further M&A in the region by making referrals and introductions, or being involved as an advisor or speaker at Conferences. We don’t force it on anyone, but rather, we want you to communicate to us what you desire.

Here is a copy of our SPA template. Of course, some things would have to be changed for each specific deal, but the general structure would be the same. If necessary, we can alter certain language to make you feel more comfortable. Our goal is not to trap you, our goal is provide safeguards for all parties!

Once we are in a basic agreement on terms, we would like to acquire Companies within 60 to 90 days, possibly sooner, so that they can be a part of the next “batch” close and insure the best share price. If we miss the next batch deadline, then it will have to be done as part of the next batch close, likely a higher share price. We have done deals in as short a timeframe as a few weeks, and taken as long as six months – it’s much more to do with the appetite of the acquisition than it is on the Napkin end, as we’ve done this many times before.

First milestone is answering all outstanding mutual questions.

Second milestone will be validation of diligence – going through each other’s books together, etc.

Third milestone will be reaching an agreement on price and terms.

Fourth milestone will be finalization of legal documents and signing!

On our end, we have to get Board of Director approval (a vote will be taken once a price is agreed), and we have to validate what you have presented to us (your financials, your clients, your legal existence).

Once acquired, the Company will have full communication and access to all of Napkin’s subsidiaries, and Napkin management will seek to facilitate relationships and sharing of knowledge wherever it can.

Many of the best current (and past) clients can be seen here. Your involvement will be up to their ability to lead and contribute!

Napkin has worked with truly amazing people and brands, all around the worlNapkin has worked with truly amazing people and brands, all around the world. You can be a huge part of our journey. Please come and help us make history!

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