Mergers & Acquisitions

• Conduct research to identify and shortlist potential acquisition or investment targets that fulfil Buyer’s requirements, if required.

• Approach Seller on Buyer’s behalf.

• Support Buyer throughout negotiations.

• • • Formulate strategies for negotiations with Seller

• • • Assist Buyer to evaluate Seller’s asking price by reviewing the Target Company’s / Companies’ financial forecast including assumptions for reasonableness.

• • • Evaluate the impact of accounting policies from both Buyer’s and Seller’s perspectives to facilitate Buyer’s negotiations.

• • • Attend meetings with Seller to support Buyer throughout the negotiation process.

• Formulate business efficient investment structure for Buyer.

• Assist Buyer to review the key terms and conditions of the Term Sheet / Letter of Intent before it is provided to the Seller.

Our due diligence procedures are tailored based on the nature and complexity of the Target Company’s / Companies’ business.

• Assist Buyer with final negotiations after due diligence.

• Check that agreed financial and commercial terms are accurately and adequately documented in legal documents.
  

• Check that conditions precedent have been met.

• Check that warranties agreed are adequately documented.

• Compare financial results of Acquired Company / Companies against agreed targets, where relevant.
  

• Compute the additional earn-out due to or claw back due from Seller, where applicable.

• Prepare Seller for financial due diligence by prospective Buyer.

• • • Review of financial and statutory records of the Seller’s Company / Companies.

• • • Assist Seller’s Company / Companies to implement necessary changes in accounting treatments and to enhance internal control procedures to prepare for sale.

• Financial forecast of Seller’s Company / Companies.

• • • Stress test reasonableness of the Seller’s Company’s / Companies’ business assumptions and financial forecast for reasonableness.

• • • Where necessary we will assist with the compilation of the financial forecast based on Management’s assumptions.

• Plan the divestment structure to optimise Seller’s financial position, including advice on tax impact and other potential impact of divestments.

• Investment teasers and information memorandums.

• • • Assist Seller to prepare and / or review the documents to present the investment opportunity to interested parties.
      

• Identification of interested parties for selection by Seller.
  

• Approach selected interested parties on Seller’s behalf.

• Formulate strategies for negotiations with interested parties.

• Evaluate the impact of accounting policies from both Seller’s and Buyer’s perspectives to facilitate Seller’s negotiations.

• Attend meetings with interested parties to support Seller throughout the negotiation process.

• Assist Seller to review key terms and conditions of Term Sheet / Letter of Intent provided by interested parties.

• Assist Seller to manage due diligence process.
  

• Verify consistency of information provided by Seller before providing to prospective Buyer.
  

• Assist Seller with final negotiations after due diligence.

• Check that agreed financial and commercial terms are accurately and adequately documented in legal documents.
  

• Check that conditions precedent are not unreasonable.

• Check that warranties listed are acceptable and in accordance with what was negotiated.

• Compare financial results of Acquired Company / Companies against agreed targets, where relevant.
  

• Check that computation of earn-out due from or claw back due to Buyer is correctly computed, where applicable.