Mergers and Acquisitions (M&A) Process Optimization
Some of the most significant decisions any company makes involve mergers, acquisitions, alliances and divestitures. But it is important these transactions happen within an appropriate control and governance environment. By building sound monitoring and risk management practices into your company’s M&A process, you can help reduce the risk of making poor or uninformed decisions and gain confidence that all parties are executing their responsibilities appropriately.
PwC’s mining professionals across the Americas can access helpful practices from surveys and direct observation of numerous mining sector transactions to help you make the most of your M&A process. We offer:
- Workshops on helpful industry practices
- Reviews of M&A processes, including help in creating a guide for future transactions, tools, templates and lessons learned during each phase of the M&A process
- Implementation assistance, including change management, training and tool development
Valuations for Financial Reporting
Mining corporate directors and officers need to understand fair value measures and their impact on financial statement/accounting disclosure. Valuation can have a significant effect on whether or not your board of directors is willing — and justified — to recommend a proposed transaction to shareholders. It can also influence the accounting results for operations and/or shareholders’ equity, as they relate to purchase price allocation and the impairment assessments of intangible assets.
PwC's Deals Services professionals have vast knowledge of international accounting standards, technical valuation and experience working with mining companies. We can draw on our experience to help you comply with the valuation-related demands of existing and proposed legislation, including valuations of reserves, contracts and intangible assets, and financial and debt instruments.
Fairness Opinions and Valuations for Transactions
A fairness opinion is an effective corporate governance tool for directors charged with the task of protecting their stakeholders’ interests — especially where transactions involve multiple shareholders and other stakeholders. This is particularly important as mining transactions are being scrutinized more closely than ever coming out of the recession.
Our professionals offer independent valuations and advice on the fairness of a proposed transaction from a financial point of view to all or a specific set of shareholders. We apply a high degree of rigor and diligence in our valuation and fairness analyses to help mining boards and special committees arrive at an informed decision when facing transactions. These transactions include significant acquisitions or divestitures, mergers, unsolicited offers for a public corporation's shares, hostile takeovers and other proposed transactions.
Deals have enabled mining companies to seek new capital resources and respond to industry changes but they can also be costly and bring unforeseen risk.
PwC’s Deals Services professionals work with mining companies that are considering an acquisition to identify and understand the critical success factors of the deal so they can make informed decisions. Our financial due diligence approach focuses on the underlying health of the target company to better manage transaction risk. To help you understand the target business and increase the likelihood of the deal achieving its objectives, we concentrate on the sustainability of historical and future earnings, cash flows and quality of assets. Our extensive mining experience enables us to provide due diligence on areas of likely concern in a mining transaction and tailor our approach to address risks specific to the stage of the mining target, whether in exploration, development or commercial production.
Capturing Deal Value
Many companies do not reach the maximum value in a transaction because they fail to execute the deal strategy in a timely way. Successful integration must happen fast and systematically. Mining companies can achieve their transition and integration objectives quickly by taking a focused approach to the process.
PwC can assist you with planning, launching and managing the transition and integration effort. We can help you focus on the key initiatives that join or restructure the operations of newly acquired companies. This includes assessing your planned approach or providing additional considerations to make sure your integration takes place in a cost-effective manner and that you realize the underlying value of the deal.
Mining companies preparing for a possible sale or takeover bid can improve their odds of success by focusing on the most important factors driving the sale process. With the right preparation and advice, you can improve the sales price and prevent disruptions to your company’s ongoing operations.
We can work with your company throughout the divestiture process to address deal financial information and determine standalone audit requirements, separation issues, structural alternatives, and buyer diligence requirements. We add a level of scrutiny to financial information to help make sure it sticks throughout buyer due diligence to avoid surprises, reduce time to market, and get the most out of your divestitures. We’ll help you analyze specific activities when preparing for a potential sale, including:
- Possible inconsistencies between third-party technical reports and your mine plans
- Your projected capital expenditure plans relative to its mine exploration and development plans, including suitable contingencies.
- Your projected cash operating costs to make sure they’re consistent with industry norms
- Your projected investment return calculations
- Whether or not your management projections can be adequately validated and you can effectively defend forecasts.