When it comes to acquisitions and disposals, we offer an expert, tailored approach fully geared to the background and progress of the transaction. Our teams work in transactions of all sizes (from several million to multi-billion euro transactions) for corporations and financial investors. This versatility affords our clients a global and multifaceted vision of acquisition and disposal transactions. We capitalise on our know-how, combining our economic, financial, valuation, strategic, construction and accounting expertise to provide essential, bespoke, incisive support to our clients. Our network of partners enables us to coordinate a variety of aspects including tax, legal, environmental, actuarial, insurance, information technology and more. Please see below some examples of the types of service we can offer.
Types of services we can offer
Whether you are a financial sponsor or a corporation due diligence is a key milestone on the critical path to complete an acquisition. This is the right moment to confirm the full potential value creation of a strategic opportunity. Our consultants will help you secure the quality of the historical financial information provided by the seller, challenge the assumptions of the presented business plan, provide reliable information to prepare an enterprise to equity value bridge and assist in the negotiation of the final price. Our report will be useful to document the transaction share purchase agreement and meet the international standards requirements of financial institutions providing external acquisition debt.
When it comes to selling a business, preparation is of the essence to secure the transaction dynamics and final negotiated price. Our vendor due diligence experts will assist vendor management teams throughout the process from the presentation of historical financial information, the documentation of business plans, the interaction with potential buyers and the negotiation of financial terms of the share purchase agreement. Based on the situation, we offer a wide range of solutions from focused vendor assistance analyses to full comprehensive Vendor Due Diligence supporting external financing. After the transaction, our reports and associated documentation will help the seller monitor any potential post-closing issue or litigation.
Prior to any strategic external growth initiative, our teams will help you assess the potential synergies of the operation. We will combine our consultants’ expertise in strategy, cost analyses, complex modelling and scenario analyses to estimate potential impacts of a transaction on the top line, operating costs and cash generation. Our solutions address a wide range of situations from “black box” preliminary assessments to respecting competition regulation, anti-trust preliminary assessments, valuation creation model assessments and implementation of synergy monitoring reporting post transaction.
In preparation for a transaction, we are frequently asked to assist in the creation or review of business plans, for instance in situations where capable resources at hand are limited or there is a need to manage various stakeholders’ perspectives effectively. We offer fit-for-purpose solutions where our consultants are deployed to assist in detailing or designing the company’s strategy and to quantify forward-looking achievable financials, delivering sophisticated business plans covering strategic, financial and operational perspectives. Our analyses are validated by internal stakeholders and external market intelligence such as external market outlooks, competitor and customer interviews and KPI benchmarks.
When you consider acquiring (or selling) a company, it is crucial to have (or provide) sufficient comfort on the potential of the company’s management to realise projected growth. Our consultants are focused on quantifying future market potential, assessing the company’s competitive position and providing clarity on the underlying drivers of value. We highlight key market trends facing the company and provide actionable recommendations to mitigate market risks and to capture opportunities for further value creation. Our industry expertise spans all key sectors and in-depth knowledge of many sub-segments allows us to provide you with the most relevant and customised scope for issue-based answers. Our reports are highly valuable to support investment decisions but are also often used in post-deal environments to directly address our actionable recommendations.
In situations in which an earn-out mechanism is agreed to bridge the valuation gap between the seller(s) and the purchaser, we can assist in structuring the earn-out and defining its parameters, in addition to assessing the fair value of the earn-out by applying a Monte Carlo simulation methodology.
New market disruptive business models, the rise of new technologies, changes in regulation; these are examples of situations that could be foremost on your corporate agenda. Our teams are well-equipped to provide you with industry knowledge and expertise, market outlook and customer insights to define where and how to act, whether it be to embrace or defend against change, to diversify organically or explore potential acquisitions with the aim of sustaining a new era of value creation for your company. With a clear understanding of the most attractive future competitive market segments, we set out the competitive landscape and rank acquisition targets with criteria tailored to your company’s strategic fit. Frequently, our analyses in this domain are combined with the assessment of potential synergies and cost savings creating a holistic corporate investment case to allow direct actions to be taken. Our approach is often a combination of interactive workshops, market intelligence collection and deep-dive analyses.
Deals do not always deliver the desired return on investment, which in many cases can be (partially) attributed to limited post-deal focus on realising the value-creating initiatives that had been identified during the deal process.
Our commitment to assist you does not end upon completing a transaction. Often with a collection of value-creating recommendations following from a deal’s due diligence process, we are ready to assist you in a pragmatic, hands-on approach to deliver on growth plans. Our teams can run complex integration tracking schedules for synergies and cost savings or assist in specific activities, such as professionalising the finance function, developing digital solutions such as cash control dashboards or defining actionable roadmaps to enter new markets or geographies. Our ‘no-silos’ operational set-up allows us to present you with a team that leverages on existing knowledge of the acquired company’s business activities to ensure optimal efficiencies to you.
Boards of directors are eager to avoid any possible issues on conflicts of interest. This is particularly true when the company is public and the target of a tender offer, a squeeze-out procedure or a merger proposal. In these contexts, relying on our financial analysis and valuation skills, and maintaining the strictest confidentiality, we , as independent experts, are able to provide boards of directors with fairness opinions on the envisaged transaction.
Under IFRS and many local GAAP, companies are required to allocate the cost of an acquisition to the acquired identifiable assets and liabilities on the basis of their fair values. In addition to the existing assets and liabilities, purchase value can also be attributed to newly identified intangible assets. The final purchase price allocation is subject to discussion with the company’s auditors who will review the assets identified and valuation procedures performed as part of the audit of the acquirer’s financial statements. The fair values identified in the purchase price allocation can (or in some cases must) be tested each year for potential impairment. We assist buyers with a full range of services, from identification of intangible assets to the assessment of fair value and discussion with the auditors.
A purchase price allocation can also be performed on a preliminary basis during the financial due diligence phase of an acquisition to estimate the level of future net earnings accretion or dilution post-transaction.