Mergers and acquisitions

Mergers and acquisitions

Market leaders grow as a result of successful acquisitions and mergers with other companies. Currently, a number of industries are in the process of consolidation due to increased competition and reaching maturity. It is predicted that this process will intensify.

We help companies and investors who:

  • Plan to take over or merge with other companies in order to accelerate the growth of their business
  • They want to invest capital in new companies and ventures

We assist in the whole process of taking over or combining. We supervise and coordinate all auxiliary activities related to legal and tax services.

  • Company takeover process
    1

    Preparation of the transaction

    + more
    2

    Negotiation and submission of non-binding offers

    + more
    3

    Due diligence and closing of the transaction

    + more

    Phase 1  |  Preparation of the transaction

    Overview of investment opportunities
    First, we identify prospective candidates for acquisition based on the client's investment criteria (such as industry, turnover, product matching, distribution and customers, legal form, ownership structure, etc.). We choose the 10-30 most interesting companies out of the usual hundreds of analyzed. These companies create so. "long list" of candidates. For these companies we prepare short investment profiles - we analyze them in terms of value for the Client. This review is also important if the customer has a "favorite" because it allows him to evaluate his value by learning alternatives.

    Structure and model of transaction financing
    We prepare a detailed concept of transaction execution, which defines the optimal legal form, financial structure and detailed schedule of the project. This stage allows us to work together with the Client with the optimal combination (acquisition, merger, redemption of assets (eg brands, licenses), joint ventures, etc.) with the highest economic, tax, legal and time efficiency. In the case of financing decisions from foreign funds, we help select the form of financing and co-financing institutions and then negotiate the best terms of cooperation.

    Candidate verification and initial contacts
    Based on the results of analyzes of the "long list", together with the client we choose the most attractive companies and create a "short list" of candidates. With these companies we establish direct contacts and introduce initial investment proposals. Sometimes, when necessary, initial conversations are carried out without revealing the Client's name. Our experience shows that maintaining discretion at this stage allows us to better understand the circumstances of the other party and its expectations for the future investor.

    Optional within phase I

    Industry analysis for identifying sources of value of acquired companies
    Clients investing in a new industry sometimes need to prioritize the industry to determine what determines the competitiveness of companies and where their value is to the transferee. We prepare an analytical report, presenting, among others:

    • size and dynamics of market changes and development forecasts
    • Major players, brands and their market share
    • market structure of domestic producers (degree of concentration / dispersion) and assessment of financial situation of the sector companies
    • major distribution channels and sales concentration
    • Market intelligence is important in assessing the attractiveness of a candidate's product offering, such as consumer preferences, customer preferences, and vendor selection criteria for: brand strength, breadth, offer of new products; e.t.c.

    Phase 2  |  Negotiation and submission of non-binding offers

    Preliminary negotiations
    After confirming the interest of the Candidates, we accompany the Client in a series of meetings and preliminary talks with each of them. The goal is to know and verify the Candidate's competitive position, its development plans and capital needs, as well as assess its competence in management and organization.

    Preparation of non-binding offers
    We assist the Customer in preparing tenders not binding for Candidates, which typically include:

    • type and scope of transactions,
    • price or price range,
    • terms of payment,
    • proposed ownership package.

    At this stage it is necessary to make a valuation of the company on the basis of information made available during the talks. Depending on your needs, we value your company with two independent methods, taking into account the risk factors of the buyer and help you decide on the initial price offer.

    Phase 3  |  Due diligence and closing of the transaction

    Company survey (due diligence)
    We help the customer to make a decision to submit a binding offer for the best candidate. For this purpose we conduct a study of the so-called company. due diligence to verify the company's situation and identify risk factors. The scope of support, depending on needs and conditions, includes:

    • Performing due diligence (market position, customers, management and organization)
    • final valuation of the company
    • Determine the optimal transaction structure
    • legal due diligence coordination
    • Coordination of accounting and tax due diligence

    Due to due diligence we help prepare the final offer.

    Close the transaction
    Ultimately, we support the customer in negotiating the final contracts and bringing the transaction into effect.

  • Five conditions of successful acquisition
    1. Good choice of investment objective (full and systematic overview of all possibilities).
    2. Valuation of the actual value of acquired business (due diligence).
    3. Ensuring transaction financing.
    4. Successful negotiations.
    5. Post-merger restructuring aimed at unlocking synergies and cost-savings.
  • Management of the company interested in acquiring the company ...

    "The management of a company interested in acquiring a company should behave as if it was piloting the plane just before the start. To do everything in the right order, it should not rely on your memory. You should have a list of things to do and know what to do if any of the activities does not lead to the expected goal. In particular should see when to take off"

    Russel A. Ackoff