Services

We will build the M&A services always to match the customer need. Below an example on the services we have delivered as part of the M&A acquisition project.    

PHASE 1 – DEVELOP A LIST OF POTENTIAL TARGETS  

  • Assisting the Buyer in preparing descriptive materials and presentations and develop a strategy for completing potential acquisitions
  • Identifying and evaluating potential targets for an acquisition – long list
  • Build target list for the acquisitions and review those with Buyer – short list
  • Developing a strategy for contacting an approved Target company
  • Collecting and analyzing financial and other materials on the approved Targets 

PHASE 2 – EXECUTION

STEP I – Meeting with the approved Target

  • Finalization of NDAs
  • Contact the approved Target for building their interest and approval for acquisition negotiations
  • Provide direction, guidance and management of the negotiations and provide other advisory services necessary to assist the Buyer in its acquisition of the approved Target
  • Assist the Buyer with preparing for and conducting preliminary due diligence investigation by the Buyer of the approved Target
  • Advise the Buyer in the negotiation of all aspects of a proposed transaction
  • Prepare the summaries to the Buyer’s management and board of directors  

STEP II – Detailed approved Target analyses and indicative bid

  • Assistance in all areas of business due diligence and valuation
  • Coordination of additional commercial information about the Target before the meeting in order to set objectives for the meeting between approved Target and Buyer
  • Preparation of the agenda for the meeting in accordance with the objectives of the Buyer
  • Understand commercial imperatives of Buyer and coordination of all relevant information, including level of approved Target’s interest and expectations
  • Review operations of the approved Target and gain understanding of specific external and internal factors affecting them
  • Analyze historical financial & financial projections and synergies from investment sensitivity and scenario analysis perspective
  • Summarize key findings in the form of a valuation report detailing valuation results, methodologies used, underlying assumptions and scope limitations
  • Preparation of indicative offer
  • Coordination of additional commercial information about the Buyer after the meeting in order prepare indicative offer
  • Designing of preliminary deal-structure and alternatives
  • Assistance in bidding tactics and follow-up of the indicative offer  

STEP III – Deal Structuring

  • Identify key tax and regulatory issues and pinpoint exposures relating to
    • Transaction structure
    • Payment method
    • Timing of payment
    • Alternative capital instruments (debt instruments, convertible instruments, hybrid instruments, etc.)
  • Discuss and understand key buy-side and sell-side considerations relating to the above listed structuring aspects
  • Plan efficient deal structure
  • Plan possible preparatory measures carve out, etc.  

STEP IV – Execution of LOI / Term Sheet

  • Assist during LOI / term sheet negotiations with the seller and provide inputs on various matters, including
    • Valuation and related purchase price mechanisms
    • Exclusivity
    • Structuring aspects
    • Terms and conditions of acquisition of business
    • Planning the transaction time-frame
  • Based on the outcome of negotiations, assist (with identified legal counsel) in drafting a term sheet
  • Discuss a way forward and secure momentum in the process
  • Execution of LOI / Term-sheet  

STEP V – Due Diligence

  • Coordinating with Buyer the due diligence process and works with the selected local specialists.
  • Preparing the DD question list & related documents
  • In due diligence, identifies comprehensive key transaction risks and concern areas (value destroyers) along with potential upsides (value enhancers).  

STEP VI – Implementation

  • Take into account the impact resulting from the due diligence exercise post signature of the term sheet and provide inputs to client and identified legal counsel on final deal parameters of the share purchase agreement, such as:
    • Escrow arrangement
    • Non-competition
    • Sellers’ and purchaser’s representations and warranties
    • Liability and limitation of liability of sellers, etc.
  • Provide inputs to client and identified legal counsel on other definitive documents, such as: Shareholder’s agreement Key employee agreements Etc.  

STEP VII – Transaction Closure

  • Depending on the provisions of the transaction documentation/legal agreements, perform the following:
    • Review status of conditions precedent to the closing of the transaction
    • Perform review of business as of closing date for working capital adjustment, other valuation adjustments as may be agreed between the parties
    • Assist in completing target country corporate law procedures in relation to the investment
    • Filings and intimations, if any, with other target country regulators
    • Final Closing documents  

PHASE 3 – POST TRANSACTION ISSUES

  • Prepare the integration plans & documents
  • Suggest further potential acquisitions
  • Provide strategic and advisory support throughout integration process
  • Review and update (if needed) phase 1 target list and re-think acquisition thesis going forward
  • Informal monthly check-ins / status reports
  • Quarterly presentation
  • Assist Buyer in synergy and integration analysis
  • Review acquisition thesis going forward
  • Review initial target analysis and landscape and suggest next steps