Mergers & acquisitions

A full or partial sale, strategic acquisition, shareholder buyout or business carve-out calls for a different approach to transaction structure. We first establish what is being sold or acquired, the intended timing, financing parameters and the shareholder’s continuing role.

We can manage a full process or advise on a transaction where a counterparty has already been identified. In the latter case, the focus may be valuation, financial assessment of the offer and deal terms, and negotiation support.

1. 1

   Readiness and transaction strategy

   Review the business model, historical performance and business plan. Identify information gaps and risks that could affect a sale, and propose a process timetable and buyer universe.

2. 2

   Valuation and transaction materials

   Prepare the valuation, financial model, anonymous teaser and detailed information memorandum. Organise the financial information and support preparation of the management presentation and data room.

3. 3

   Buyer approach and offers

   Identify relevant strategic and financial buyers and approach them within a scope agreed with the client. Coordinate confidential information sharing and process deadlines, then compare offers on a consistent basis.

4. 4

   Due diligence and negotiations

   Coordinate data-room Q&A and discussions with the advisers conducting due diligence. Analyse the implications of their findings for price and deal terms, and help develop the seller’s negotiating position.

5. 5

   Financial terms and completion

   Support negotiation of the price mechanism, net debt and working capital definitions, and assess deferred consideration and earn-outs. Work with legal and other advisers on signing and the financial preparations for completion.

1. 1

   Acquisition criteria and target search

   Define the commercial and financial criteria for selecting a target. Identify, screen and prioritise opportunities, or assess the feasibility of a transaction involving an existing target.

2. 2

   Financial analysis and offer strategy

   Assess the target’s earnings, business plan and funding needs. Build a valuation and acquisition model, quantify expected synergies and implementation costs, and support preparation of an indicative offer.

3. 3

   Due diligence and financing

   Coordinate financial, legal, tax and technical due diligence workstreams. Reflect identified risks in the valuation and deal terms and, where required, support the acquisition financing process.

4. 4

   Final terms and completion

   Support negotiation of the binding offer, purchase price, payment structure and financial provisions of the transaction documents. Track financial tasks related to closing conditions and the purchase price settlement.

• Enterprise value and equity value: what the offer includes, and which net debt and other adjustments determine the consideration payable.
• Price mechanics: a locked-box structure based on a reference balance sheet, or an adjustment using completion accounts.
• Deferred consideration and earn-outs: payment conditions, performance measures and financial exposure.
• Offer comparison: financing certainty, conditionality, timing and the shareholder’s obligations after completion.