Mergers and Acquisitions
Specializing in M&A advisory services, Avanko Capital has built considerable experience that enables us to give expert guidance at each stage of the M&A process.
Mergers & Acquisitions services:
During our years in business, we have assisted dozens of clients in developing and implementation of their M&A strategies. Our competitive advantage is the combination of local knowledge and international best practice. We have learned a great deal from the problems we have faced and from the clients we have served. In our practice we apply international common sense in the structuring of acquisition projects - summarized in the Seven Steps of Acquisition below. The devil is in the detail and, importantly, we know how these steps should be implemented in the field, where theory is often in conflict with practice, in order to reach the expected result. We can join and run the process at any stage, but the success of the project - and most importantly success of the post-acquisition phase - is built on the quality and consistency of the measures and decisions taken at all stages.
Selling a company is often a more difficult and sophisticated process than one would expect. This is even more so with regard to selling Russian companies. High dynamics in the developing market and competition, ambiguity in future cash flows, discrepancies between management and statutory accounts, lack of understanding of domestic practices by potential foreign buyers, hard-fought due diligence discussions and so on, all call for specific financial, business and cultural knowledge as well as dedicated project management resources. The sale process is not only about consultancy, it is about professional project management. We know how it works. The Eight Steps of Selling a Company below represent our best practice in the sales procedure. The process is certainly adjustable, depending on required timing, industry (buyers') specifics, confidentiality concerns, and other factors. Often the process omits the pre-sale review in order to save time or because the case is clear; sometimes the pre-sale review is done well before the main process and sets the timing or triggers it.
Having solid experience in assisting business owners with selling businesses, we can show that our services create value for our customers many times exceeding our fees. Contact us to discuss your particular case and we will be able to advise you on how to structure an appropriate sale, formulate an expected timeline and explain how we can maximize shareholders' value in your specific situation.
Typical sale process through an open tender procedure
1. Pre-sale review
- Validation of the reasons for sale
- Defining the deal perimeter
- Preliminary analysis of potential buyers universe
- Identifying value drivers and planning actions to get the best of them
- Valuation
2. Strategy development and project planning
- Defining the sale strategy (majority vs. minority stake, financial vs. strategic buyers, direct approach vs. formal auction, management stays with/withdraws from the business, etc)
- Project planning (timing, milestones, and project team)
3. List of buyers and information documents
- Long list of potential buyers
- Information documents: brief profile (teaser), information memorandum, business development plan (if required)
4. Tender: Phase 1
- Distribution of teaser
- Signing of Non-Disclosure Agreement with interested parties
- Distribution of the process letter and information memorandum
- Negotiations and collection of non-binding offers
- Selection of priority buyers to continue into the next round
5. Tender: Phase 2
- Coordination of data room - providing access to key information about the company
- Organisation of site visits and management presentations
- Negotiations and collection of binding offers
- Selection of the best proposal, signing of Letter of Intent (Memorandum of Understanding)
6. Confirmatory Due Diligence and Legal Documents Drafting
- Coordination and support of the Due Diligence process
- Negotiations on the impact of Due Diligence results on the transaction value
- Coordination of the drafting of transaction documents (SPA, SHA, etc) with lawyers
7. Final negotiations and signing
- Final negotiations and signing of transaction documents
8. Closing
- Control over fulfillment of the conditions precedent
- Closing
