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A merger or acquisition can add considerable value to a business; however, making sure that each stage of the transaction process—from valuation to negotiation and completion—is successful demands considerable experience and knowledge.
Explore our Merger and Acquisition Services
Bid Support and Defence
We provide bid support services that help companies to make and defend hostile public bids.
If you are a bidder, we prepare hostile reviews on your own business and analysis of the vulnerability of the target.
For defenders, we work from the moment a hostile bid is announced to help defend or achieve the best price for your company. Our experience in defence situations enables us to help company management position themselves favourably to the markets during the bid.
We also carry out 'dummy' defence assignments for clients who feel exposed before a bid is announced. Many companies commission defence reviews as a routine board activity to help maintain an objective external view of their company.
You are looking to acquire a public target in the coming months;
You think that your company may be vulnerable - because of underperforming share indices, market criticism or the possibility that the company may be broken up;
Your company is announcing a restructuring, a change of strategy or an ambitious acquisition; and
Your company has problems with management succession.
Your organisation benefits from our early involvement, our familiarity with the process and priorities, and our understanding of how to work with the wider defence or attack team; and
We assist in developing the arguments on value, supporting your proposition and helping to strengthen your position - both in the market and with shareholders - and so to increase the chances of a successful result.
For companies making hostile public bids, we prepare reviews on the bidder's own business and analysis of the vulnerability of the target; and
For companies defending a hostile public bid, our review helps the company's management team position itself well in the eyes of the markets during the bid.
Browse our related services
Deal Sourcing, Execution and Planning
We advise companies, entrepreneurs and shareholders throughout the transaction process. Starting with deal origination, we work with you to understand your growth strategy and, using our sector expertise and international reach, we can help you to identify and assess potential acquisition and bolt-on targets. We coordinate other advisers' input and assist in negotiations through to completion.
- You want rapid access to new markets, assets, technologies, personnel, intellectual property and sources of finance;
- You want to restructure the asset base of businesses by disposing of underperforming assets / parts of the business;
- You want to realise the value of your business;
- You want to raise money for expansion; and
- You want help with setting direction and business planning, which may result in an M&A transaction.
- Our team can help you avoid the pitfalls that sellers can fall into, and help you prepare for your divestiture. You can maximize what you may get for your business and quickly return to re-focusing on other business units in line with corporate strategy. Whether you want to spin-off or sell a piece of your business, our team will prepare you for each step of the way – from strategy and portfolio evaluation through post-separation transition and optimisation;
- On the buy-side, we advise you on your business planning and financial modelling, through to the approach, initial offer and bid tactics. We advise not just on the financial aspects of deals, including debt advisory, but across the wide range of operational and strategic activities. Our integrated service includes financial, operational and commercial due diligence as well as maximising advantage within sale and purchase agreements; and
- In addition, our team of tax professionals can help you ensure that your deal is not only executed in a tax efficient manner, but also ensure that the acquisition or divestiture structure accommodates your future plans for the business in terms of additional acquisitions, divestitures, refinancings/cash extraction through to a tax efficient exit.
- Successfully planning and executing a business divestiture is far more challenging than most executives or entrepreneurs expect;
- When divesting a business, time is often short, unexpected stress and consequences arise, and value is easily leaked;
- We can assess all the opportunities open to you, prioritise them, and help you prepare the investment case you need to get internal buy-in and external funding. It’s a ‘blueprint for value’ which will guide every aspect of the deal, through the execution phase to transformation and beyond.
- We have a proprietary deal-planning database, drawing on the insights we’ve gained from hundreds of deals. There (probably) isn’t a material issue we haven’t come across before. That includes the process of regulatory approval, the complex tax implications of cross-border transactions, consultation requirements for transferring people in Europe or globally, specialist areas like trademarks, and the implications for both internal governance and external reporting. As well, of course, as the time-consuming but vital task of due diligence, structuring and expert support on the handling of deal negotiations.
- We combine that planning know-how with the ability to build a compelling investment case, and extensive experience of running successful Integration and Separation Management Offices, with all the complex detail that entails.
- Being clear on the stakeholders and management you need to get on board is key. You’ll get a plan that tells you what needs to be done, when, and by whom, to decisively reduce risk and protect value.
Our recent deals
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Sale and Purchase Agreement (SPA)
In any transaction, the Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations. Purchasers and Sellers are becoming increasingly sophisticated in seeking to exploit the potential value to be gained through the negotiation and execution of the SPA.
Our team provides expert support at all stages of a transaction from pre-deal work through to post-completion support. Pre-deal, the team assists in the identification and articulation of value issues related to pricing and deal completion mechanics, to assist clients in their SPA negotiations; Post-deal, the team assists clients in protecting or generating value through the execution of any SPA completion mechanism.
You are contemplating the disposal of a business and wish to consider the relative merits of 'locked box' and other completion mechanisms in the context of your transaction;
You are making a disposal and wish to guard against price erosion by potential acquirers, both through the determination of consideration to be paid and through any post completion mechanism;
You are making an acquisition and wish to ensure that potential 'debt-like' items and other financial risks have been identified and appropriately addressed, either by way of a reduction in consideration, through a completion pricing mechanism within the SPA, or through warranties and indemnities; and
The transaction being contemplated includes a post completion pricing mechanism. You are seeking to position the SPA to your advantage and to minimise the opposing party's potential to manipulate price.
We can assist you and your advisers in considering the adjustments to be made between Enterprise Value and Equity Value and in formulating the arguments and counter-arguments required to justify your proposed approach
We can advise you in your determination of the appropriate financial benchmarks (or appropriate adjustments to price in the case of a 'locked box' (fixed price) mechanism) and related arguments, for the purposes of price negotiation and drafting the SPA
We can advise you in your analysis of the working capital requirements of the Business with a view to you determining the normalised working capital for the purposes of your negotiation of the SPA
We can work with you and your financial due diligence team to assist you in mitigating the risks identified during the due diligence phase
We can advise you in your negotiations of the accounting aspects of the SPA. Such advice would include commentary on the pricing mechanism, relevant representations and warranties (if any), any other accounting related clauses of the SPA and any dispute resolution mechanisms related to the purchase price adjustment (including as appropriate, consideration of tax related items)
- Our teams combine skill sets of financial due diligence, forensic accounting and tax advisory;
- We are at the leading edge of current market developments in the constantly evolving SPA arena;
- We supported key commercial and pricing negotiations for the disposal of a large offshore management company in Mauritius.
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