M&A Transaction Support

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The dynamic competitive environment of today’s Russia motivates companies to pursue aggressive growth strategies. Since 2000, the volume of M&A transactions has been increasing steadily.

The growing investment attractiveness of Russian business has been accompanied by an increase in the number of complex trans-border transactions, which require the involvement of experienced consultants and experts in tax legislation and international law.

PricewaterhouseCoopers CIS Law Offices B.V. provides a full range of legal support services on the following transactions:

  • sale/acquisition of a business;
  • sale of a part of assets/business;
  • buy-out of a company by its management.
Our lawyers have extensive experience of participating in complex, multi-million-dollar projects in the Russian and international markets. When dealing with complex tasks, we work in close cooperation with PricewaterhouseCoopers experts in finance, audit and taxation.

PricewaterhouseCoopers CIS Law Offices B.V. provides client support on transactions in any jurisdiction by cooperating with our associated law firms in 57 countries around the world, including the UK and the USA. This opportunity is particularly valuable for our Russian clients because many companies currently choose to structure their transactions under international law.

Representing the interests of either the buyer or the seller of a business, we provide the following services:

Due diligence

Performed separately or in conjunction with financial and tax review. Due diligence results can help the client make decisions on the feasibility and conditions of a deal.

Deal structuring

One of the key stages of project implementation. It helps the seller of a business to optimize transaction value and minimize risks detected at the preparation stage. It enables the buyer to implement the best scenario for facilitating effective integration of the acquired business into the existing structure.

Drafting and agreeing documents, support at the deal-closing stage

Drawing on our extensive experience in the area of transaction support and using a comprehensive legal documentation base, our professionals will draft documents on the deal to meet the requirements of the parties. When drafting documentation, we work to ensure a well-balanced, unprejudiced approach and help foster agreement between the parties on mutually-beneficial terms and conditions.

We assist with project coordination and perform the necessary standard procedures, including:
  • obtain approval from antimonopoly authorities;
  • gather and review documentation provided by counterparties when fulfilling the preliminary contract conditions;
  • prepare corporate approval for the deal;
  • issue legal opinions;
  • provide support for registration of the rights to sold assets;
  • provide support for payments on the deal.

Legal support for tenders

As a rule, such support includes:
  • drafting documents required for organising or bidding in a tender;
  • drafting and review of transaction documents;
  • participation in drafting the information memorandum;
  • organisation and support of data room operations;
  • participation in negotiations on behalf of the buyer or the seller of the business.

Post-deal legal support

As a rule, such support includes:
  • standard procedures such as notifying the state authorities or third parties;
  • effective integration of the acquired business into the existing structure: legal support for HR changes, consultation on implementing new corporate policy and other undertakings.

High professionalism, deep knowledge of the industry and readiness to solve complex tasks by engaging our specialised resources in any jurisdiction — these are the PwC advantages our clients appreciate. Such clients include multinational corporations, major Russian and foreign companies, private investors and financial institutions.

Projects of PricewaterhouseCoopers CIS Law Offices B.V.

  • Major Russian railway company
    Acquisition of another Russian railway company (transaction value — US$200 million)
  • Management of a leading Russian pharmaceutical company, institutional and private investors
    Sale of the company to a German pharmaceutical group for US$107.4 million (at that time the largest transaction in the Russian pharmaceutical market)
  • Foreign investor
    Acquisition of a Russian processing company for US$6 million
  • American and Japanese investors
    Investment of US$50 million in the largest Russian retailing company
  • Management of the largest Russian auto distributor
    Sale of leasing operations to a Russian investor for US$15 million
  • Company management and a private investor
    Sale of commercial real estate in Moscow to an institutional investor for US$40 million
  • The largest Russian gold mining group
    Acquisition of a mining company for US$25 million