We assist corporations and investors in complex transactions, including divestitures and carve-outs, the preparation of comprehensive business plans, preliminary synergy assessments as well as assistance through merger control and foreign-subsidy review.
Financial Buy-side Due Diligence
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 time to confirm the full potential value creation of a strategic opportunity.
Our consultants will help you to ensure 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 indispensable when documenting the transaction share purchase agreement and meeting the requirements of international standards for financial institutions providing external acquisition debt.
Financial Sell-side due diligence
When it comes to selling a business, preparation is of the essence. Indeed, it is what makes it possible to secure the transaction dynamics and the final negotiated price.
Our sell-side due diligence experts will assist management teams throughout the process: presenting historical financial information, documenting business plans, interacting with potential buyers and negotiating the 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 sell-side due diligence supporting external financing.
After the transaction, our reports and associated documentation will help the seller to monitor any potential post-closing issues or litigation.
Commercial & Strategic review
When acquiring a company, it is crucial to be sufficiently confident in the potential of the company’s management team to realise projected growth. This also applies when selling a company: it is necessary to provide comfort to potential buyers. Our strategy consultants focus on quantifying future market potential, assessing the company’s competitive position and clarifying underlying drivers of value.
We highlight market trends facing the company and provide actionable recommendations to mitigate market risks and capture opportunities for further value creation.
Our industry expertise spans all key sectors and our 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 and are also often used in post-deal environments to directly address our actionable recommendations.
Other specific types of Due Diligence
In addition to traditional financial and commercial due diligence, we offer specialised services that focus on emerging risks and opportunities, such as ESG Due Diligence and Cybersecurity Due Diligence, among others, which can significantly impact the long-term success of transactions.
Carve-out memorandums
We assist in the preparation of detailed carve-out memorandums for businesses undergoing divestitures or restructuring. These memorandums provide the necessary documentation for separating business units, identifying assets and liabilities, and ensuring a smooth transition for both the divested and retained entities.
Business Plan preparation
In anticipation of a transaction, we are frequently asked to assist in the creation or review of business plans, for example in situations where capable resources are limited or where various stakeholders’ perspectives need to be managed 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, resulting in sophisticated business plans that cover 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.
Merger control
Some combinations of companies lead to a strengthening of a market position that may risk harming competition and consumers. Competition authorities around the world are interested in examining such mergers and can impose remedies or block them altogether.
We help identify those risks as early as possible, when defining the value creation strategy for the deal, and when the deal has taken shape. We provide support for extensive data collection and analysis as well as undertake and present an economic assessment of the deal. Defining markets, computing market shares, assessing market power, checking capability and incentives to engage in a potentially anticompetitive strategy, designing appropriate remedies, are all but a few of the types of analyses that we can perform.
Our advice enables clients to assess merger control risk and navigate those investigations adeptly. Praised by clients for the exceptional quality and clarity of our advice, competition authorities value the insights and decisive elements contained within our reports.
Synergy assessments
Prior to any strategic external growth initiatives, our teams will help you to assess the potential synergies of the operation.
We will combine our consultants’ expertise in strategy, cost analyses, complex modelling and scenario analyses to identify and estimate the potential impacts of a transaction on the top line, operating costs and cash generation.
Our solutions address a wide range of situations including ‘black box’ preliminary assessments, respecting competition regulation, antitrust preliminary assessments, valuation creation model assessments and the implementation of synergy-monitoring reporting post-transaction.
Foreign subsidy regulation review
Since mid-2023, companies of a certain size have to notify the European Commission for foreign State subsidy they have received (FSR). The Commission investigates whether these subsidies may have a distortive effect in the European market, either through an inflated purchase price for the assets or through an ability to compete on unfair terms after the deal is completed.
We assist companies subject to FSR review before and throughout the notification process, using comprehensive economic and financial analyses to ensure compliance and fact-based decision making. For example, we determine whether foreign State contributions are subsidies and whether these subsidies are likely to have a distortive effect on competition. We also design effective remedies should the need arise.
Our guidance helps clients evaluate the risks associated with FSR merger reviews and navigate these investigations with confidence. Clients consistently praise the clarity and high quality of our advice, while the European Commission recognizes the value and precision of the insights provided in our reports.