Renewable Energy M&A. TJP Advisory & Management Services GmbH

Transcription

1 Renewable Energy M&A TJP Advisory & Management Services GmbH

2 Process results Process results Process elements (weeks) Fund raising process 9 7 Structure Contact of potental Investors Letter of Intent Due Diligence/ Final Negotiations / Signing / Closing Teaser NDA Preliminary Vendor Due Diligence (optional) Financing Contract SPA Non Disclosure Agreement INDICATIVE OFFER DRAFT Share Purchase Agreement Long List Management Presentation BINDING OFFER Information Memorandum Short List Binding Financing Phase I Phase II Phase III Phase IV Project Team Financing Strategy Teaser & Long List Non Disclosure Agreement Process Letter Letter of Intent (LOI) Short List Data Room Due Diligence Report Binding s Final Contracts Signing/ Closing Information Memorandum Due Diligence 0 TJP Advisory & Management Services GmbH.

3 Comprehensive transaction support Preparation/ Research: Definition of indicative intrinsic value of the target Deviation of market based valuations (multiples of transactions and comparable companies) Identify and contact investors: Definition of sales process Determination of potential investors based on the acquisition profile Initial contact with investor Support of NDA preparation Generation of Investment Overview Obtain indicative offers (letter of intend) Development and support of data room Evaluation of final offer Sell-side assistance We support our clients in all transaction stages Integrated approach management Consulting Services Strategic structuring Evaluation SPA Drafting Consulting services Strategic and economical Valuation considerations Evaluation of the indicative offers measured by Evaluation of strategic and economic fit of potential premises set by the vendor investors: Select potential investors through research and our existing network, generation of long list (list of potential investors) and teaser (short profile) Creation of an detailed investment overview Choice and anonymous approach of possible interested parties based on the teaser Obtaining of signed confidentiality agreements Control of information flow between the concerned parties Ongoing status reports of the project progress Choice of the Preferred Bidder (Short List) Creation of the management presentation Balancing of conflicts of interest of the involved parties Thorough support of due diligence process Investor Contact 0 TJP Advisory & Management Services GmbH. Assess value Define value Justify value Negotiate value Coordination of the due diligence process Examination of the management presentation Preparation of data room documents Indicative Control of information flow between the due diligence team of the potential investors and the venture company Request for delivery of a binding offer Evaluation of binding offers according to the criteria set by the vendor Data Room Economical analyses of business activities and strategies Background check structure Support of transaction optimization in terms of tax, accounting, economical and legal issues Valuation of final offer Due Diligence Final Benchmark with own indicative valuation and market multiples Comparison of final offers Support of management meetings Signing SPA Drafting & Signing Support of negotiations and final transaction stage through: Development of SPA drafts Price adjustment mechanisms Determine the scope of guarantee and warranty Support in elaboration of alternative transaction structures Determination of negotiation Support and presentation of outcome of the contract negotiations Consulting support of working out special contract contents Coordination of all parties involved in the transaction Coordination of negotiations until the final signing / closing Project management

4 Comprehensive transaction support Consulting services Preparation/ Research: definition of acquisition determination of potential target based on the acquisition profile Prepare initial contact and brief analysis of strategic fit Preparation of NDAs Development of indicative offer (letter of intend) Thorough project management during the due diligence Buy-side assistance We support our clients in all transaction stages Support of development of final offer Integrated approach support/ Consulting Services Stractegic structure Valuation Drafting of Contract Pre-deal indicative estimation without insights of the concerned company: public mergers and acquisitions benchmarking undisclosed takeovers potential investors Due diligence detailed analysis of the company including: performance/ forecasts tax assessment cash flows Products and markets Management information Systems and controls Pensions and compensation Legal assessment Pre-deal 0 TJP Advisory & Management Services GmbH. Assess value Define value Justify value Strategic and economical Subsidies consultancy Evaluation of main topics and value drivers of the company in order to generate long term revenues and cash flows with: Evaluation of potential subsidies economical analyses of business activities and relationship to suppliers/buyers preparation of market studies structure Support of transaction optimization in terms of tax, accounting, economical and legal issues valuation structure Indicative valuation Evaluation of synergies Purchase price allocation Financing Due Diligence Drafting of contract valuation Deliver and expand value Signing Support of negotiations and final transaction stage through: development of contract drafts price adjustment mechanisms determine the scope of guarantee and warranty 7 Supply of integrated programs: to identify, focus and resolve implementation issues to rationalize systems, technology and products to integrate the best price practice to bind and enhance the team culture of the management level Selection of support instruments Preparation of subsidy applications Communication and lobbying Development of a structured subsidy management

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