Acquiring a business

Acquiring a business

Buy-side transaction advisory

Initial preparation

 

We could:

  • Strategize: beginning with the end in mind we could assist you to formulate your needs and find partners that best suit those needs.
  • Organise initial meetings with potential targets.
  • Coordinate subsequent logistics of your internal experts as well as those engaged by you on transaction teams.
  • Analyse scenarios, and develop a transaction and bid framework.

Model, evaluate, prepare and negotiate

  • Model and evaluate

We could:

  • Develop an integrated cash flow model incorporating a medium-term forecast of the financial position and operating performance of the Target.
  • Perform a valuation of your company using alternate methods and coordinate a value range for initial bid assessment.
  • Evaluate sensitivities to changes in assumptions.
  • Incorporate potential synergies.
  • Prepare and negotiate

We could:

  • Assist you in preparing an initial Letter of Intent or Draft Term Sheet with the potential Target(s) and their Shareholders.
  • Advise in the negotiation process with the potential Target.

Due diligence preparation and support

  • Preparation

We could:

  • Assist in the selection of appropriate advisors
  • Set the due diligence framework in accordance with the Term Sheet
  • Support

We could:

  • Coordinate the due diligence process, the internal team and the external advisors
  • Support in identifying key risk areas in financial, tax, legal, operational, commercial or other aspects of Target operations or corporate structure
  • Identify “deal breakers”, price adjusting matters and matters to be resolved pre-closing or immediately post-transaction
  • Assist in formulating Conditions Precedent for Binding Offer, Share Purchase Agreement and/or other definitive agreements

Debt Sourcing

  • Financial structure

We could:

  • Assist in the evaluation of the necessary funds as well as the need for external financing
  • Identify appropriate providers of financing given the nature and structure of the Transaction
  • Communication and negotiation

We could:

  • Test the interest of agreed debt providers
  • Summarise key achievable metrics
  • Advise on Term Sheets with selected debt provider(s)

Offer negotiation and closing

  • Negotiation

We could:

  • Partake in strategic or tactical discussions and support in formulating negotiation positions and approaches
  • Support you in face-to-face meetings with the Target, their Shareholders or advisors, including act as moderator
  • Design suitable solutions allowing minimization of transaction conditionality while ensuring risk mitigation
  • Closing assistance

We could:

  • Support your legal advisors to incorporate terms agreed in the negotiation phase in the Closing Transaction Documentation – Shareholders’ Agreement, Share Purchase Agreement or any other agreements leading to the Transaction.
  • Act as liaison between advisors for transaction document inputs.