2. M&A Strategy : The Buy Side Process.

Transcription

1 2. M&A Strategy : The Buy Side Process

2 Contents Scope and approach a transaction The process on the buy side Phase 1: Formulation and decision on process Phase 2: and search for targets Phase 3: Preliminary target valuation and indicative Phase 4: Due diligence and binding Phase 5: Phase 6: Confirmative due diligence and contract Phase 7: the 2 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw 2

3 Scope and approach You are considering s as a means in your company s current and future growth. In supporting you, a financial adviser can help you in different aspects the process. He can assist you amongst other with: introductions, collection information, evaluation targets, bid, negotiation and more specifically with the global coordination the transaction. The results his discussions and analysis will be presented to you by means a presentation report in the English language after each important stage in the process. 3 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw 3

4 Buy Side Process What are the key stages the process? 4 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw 4

5 Formulation and decision on process Your will, in close cooperation with you, be translated in a search in order to allow an efficient screening the market concerned. An important aspect the search is your determination the target criteria. Set scope and boundaries the transaction Plan and decide and timing Understanding need Understanding impact on the company Identification criteria based on client objectives Agreement on relevant target sectors Agreement on relevant prices / size parameters Discussion on acceptable structure Clarification preliminary tax and legal issues the Steering the project 5 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw 5

6 and search targets A financial adviser will analyze the Belgian market for you and this initial study will allow the identification targets that meet as much as possible your criteria. The study will provide you, besides information on possible targets, with an initial understanding the Belgian market, indicating market shares, evolutions, trends, Belgian requirements etc. Your financial adviser will contact the identified targets (initially in a no-name basis) and verify the interest in a possible sale activities or shares. Identification potential target companies Identify potential targets Develop long list Present long list and rank targets (is there a fit?) Selection potential targets with regard to contact programme short list Agreement on short list Agreement on for contact programme Agreement on form documentation and reporting Contact programme buyer teaser Issue short listed targets with teaser documents Anonymous contact programme with the owners the agreed target companies Assessment targets with regard to possible disposal Finding out concerns the target management / shareholders for potential disposal Client involvement in discussions (if desired) Draft revised short list targets Agree revised short list the Steering the project 6 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw 6

7 Preliminary target valuation and indicative Before formulating a first, thorough analysis will have to take place. Your financial adviser will assist you in this phase, in close cooperation with your internal services, with the drafting an initial and limited information request. The information made available will be analyzed and supplemented with information publicly available (annual accounts, press releases, other public information, ). Subsequently we will help you in the formulation the first. Based on this first bid, the vendor will decide whether you will be invited to the negotiation phase, where ample information will have to be given by the vendor. indicative Analyze financing requirements Result indicative Initial meeting with target companies Draft an initial and limited information request and send out Analysis the information made available / publicly available Advise as to pricing approach and further steps Formulate indication value range Consideration tactics regarding target s acceptance transaction Legal Tax Analysis the amounts and timing financing needed Analysis the types financing possible / guarantees to be given Coordination the specialist services provided for tax / legal optimization to target Decision by Target whether to invite to second phase and communication the Steering the project 7 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw

8 Due diligence and binding In this phase, your financial adviser will assist you in gathering as much information as possible on the target. This information will subsequently be used in the negotiation with the vendor, aiming at realizing the at the best possible conditions. due diligence Management presentation / site visits Due diligence binding Result binding Prepare due diligence and draft data room index Send data room index Due diligence (financial, commercial, legal, tax, HR, IT, environmental) Data room visit Supervision the due diligence process Formulate questions Define for final negotiations final (given the results) Advice on reps and warranties Drafting SPA to target Decision by Target whether binding withheld and communication Advice on the implications the results the due diligence analysis the Steering the project 8 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw

9 During the negotiations with the shareholder the company and his advisors, your financial adviser will assist you with the aim to realize the at the best possible conditions. In close cooperation with your internal services and with the other advisors to the deal, he will assist you in: Coordination all parties involved in the transaction (e.g. lawyers, accountants) Identify and anticipate problems Advice on alternative transaction structures if required Negotiation with target Continuing alignment draft documents Clarification legal issues brought up during negotiations Management negotiations through Clearance transaction with target Signing SPA the Steering the project 9 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw 9

10 Confirmative due diligence and contract Confirmation due diligence Filing transaction with antitrust commission Finalisation legal documents Solving due diligence issues Completion The confirmative due diligence work through to the the contract will be coordinated by your financial adviser, in close cooperation with your internal services. the Steering the project 10 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw 1 0

11 the During this phase, you will perform the integration the into the operational structure. The assistance given by your financial adviser will consist giving an overview the issues and information gathered in the process that can help you in the integration the targets. the Steering the project 11 Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw 1 1

12 Syncap Management gmbh, member Clairfield Partners Hans Buysse, Partner Amsterdam Barcelona Brisbane Brussels Charlotte Frankfurt Milan Moscow New York Paris Sao Paulo Stockholm Warsaw