A business transaction (sale or acquisition of a company) is a complex process that must be approached from the strategic perspective of entrepreneurs and investors. It involves several phases, each requiring careful attention and expertise:
Transaction Preparation
- Strategic analysis of the market and acquisition/merger opportunities.
- Identifying potential targets or investors.
- Preliminary assessment of compatibility (cultural, operational, strategic).
- Structuring transaction objectives (growth, vertical/horizontal integration, exit, etc.).
- Preparing the teaser and Information Memorandum (IM) for the seller.
Due Diligence
- Financial & Accounting – reviewing financial statements, cash flow, debts, working capital, and financial forecasts.
- Tax – analyzing tax risks, disputes, compliance, and optimization opportunities.
- Legal – verifying property titles, contracts, permits, disputes, and licenses.
- Operational – analyzing processes, supply chain, and human resources.
- IT & Digital – auditing systems, cybersecurity, and scalability.
- Commercial – market analysis, positioning, and client/supplier relationships.
Valuation & Structuring
- Company valuation (DCF, market multiples, comparables).
- Analysis of synergies and integration scenarios.
- Transaction structuring (asset deal vs. share deal).
- Risk analysis and proposing protection mechanisms (escrow, warranties).
Negotiation
- Assisting in setting commercial terms (price, earn-out, adjustment clauses).
- Drafting and negotiating the Letter of Intent (LOI).
- Supporting negotiations between parties (strategies, positioning).
Contracting & Closing
- Reviewing and negotiating the SPA (Share Purchase Agreement) / APA (Asset Purchase Agreement).
- Structuring the transaction legally and fiscally for optimization.
- Managing the signing process and transfer of shares/assets.
- Assisting in obtaining approvals from authorities (e.g., Competition Council).
Post-Transaction & Integration
- Post-acquisition integration plan (HR, processes, IT, organizational culture).
- Monitoring synergy performance and KPIs.
- Financial and tax optimization after integration.
- Managing internal and external communication (PR, client/supplier announcements).
The M&A service can be comprehensive (end-to-end) or partial (e.g., only due diligence, only valuation, or only integration).