Mergers & Acquisitions

In M&A deals we represent both sellers and buyers.

We have no doubt that, as a potential buyer, you know the business of your target well enough to manage its seamless integration into your current corporate structure. You clearly identify the benefits and synergy effect of the acquisition. But our due diligence report may disclose so significant legal, tax and financial risks associated with the target that your vision of the deal may be changed drastically from potentially positive to completely negative.

Each M&A project is different and a lot will depend on willingness of the target's management to cooperate but, as a general pattern, our due diligence report captures the following points:

Shareholders structure and share capital valuations and contributions;
History and legal analysis of privatization, if any;
Corporate structure and dividends policy;
Legal analysis of registration documents, amendments and key shareholders decisions;
List of activities review for the presence of necessary patents and licenses;
Review of all material contracts and their effect on recurring cash flows;
Personnel structure and key management evaluation;
Insurance and leasing contracts legal and financial analysis;
Historical financial position, results and their trend analysis;
Accounting policy description;
Information system and accounting database evaluation;
Internal control system description and evaluation;
Quality of assets and recurring cash flows analysis;
Market value of key assets evaluation;
Working capital analysis in dynamic and ratio trend analysis;
Recorded and off-balance sheet liabilities description and evaluation;
Equity items description and analysis;
Financial reporting adjustments evaluation to comply with the NASs, IFRSs, US or UK GAAP;
Profitability trend analysis and the effect of most sensitive items;
Application of valuation tools: DCF analysis, payback period, rate of investment return, etc.
Pricing and market share evaluation by segments of the business;
Gross profit analysis in dynamic by segments;
Production process and technology description;
Cost structure, profitability by types of products (services) and variance analysis;
Tax position and tax burden trend analysis;
Audit of tax calculations and reporting discipline;
Litigations and contingent events description;
General evaluation of the target and synergy effect in result of acquisition;
Potential market reaction and effect on shareholders value;
Key financial, tax, legal and business risks description and evaluation.

As it is mentioned above, our due diligence report may alter your decision completely or have a significant effect on the price of the deal. Representing you, as a buyer, in result of our due diligence analysis we then conduct valuation of the deal, assist you in price negotiations and other terms of the deal and prepare legal documents to finalize the transaction.

Using our good and long-term relationships with local and international financial institutions and private investors we then can assist you in financial capital raising including both equity and debt financing.

Representing the seller usually includes the following stages:

Preparation of information memorandum for the potential buyers or investors;
Valuation of the business using different tools: DCF analysis, payback period, rate of investment return, etc.
Search and negotiations with potential buyers on transaction terms;
Preparation of legal documents to finalize the transaction.

Our corporate finance department is also specializing on individual solutions for private investors how to sell their stake in the business or to exit from the company realizing their interest to existing shareholders.