Mergers and Acquisitions

4. Pre-Due Diligence and LOI

• Preliminary analysis of the target (business structure, market position, performance, sustainability, dependence on the owners, major risks, etc)
• Valuation
• Deal structuring and guidance of the price, conditions and future involvement of key management
• Submission of an indicative bid
• Negotiating and signing LOI

5. Due Diligence and legal documents drafting

• Coordination and support of Due Diligence process
  - Financial & Tax
  - Legal
  - Commercial
  - IT, HR, etc.
• Negotiating the impact of new issues on the initial offer (deal structure, price and other conditions)
• Coordination of the drafting of transaction documents (SPA, SHA, etc) with lawyers

6. Negotiations and signing

• Final negotiations and signing of the transaction documents

7. Closing

• Coordination of fulfillment of conditions precedent
• Closing

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