The process of merger and acquisition by World Business Council
Pre Deal Evaluation
- Analysis of publicly available information relating to the target
- Assessment of market and industry attractiveness
- Consideration of the target’s strengths and weaknesses against industry benchmarks
- Identification of key risks and potential deal breakers
- Identification of potential market and operational risks and opportunities associated with the target.
The goal of contract advisory is to give advice on the financial, accounting, and tax parts of the draft sale and purchase agreement for the acquisition of the target company. This includes taking into account related risk areas and issues found in the due diligence analyses that have already been done.
- Structure of any price adjustment mechanism
- Warranty and indemnity claims from the accounting and tax perspectives
- Future plans for add-on acquisitions or divestitures
- Accounting principles for closing accounts
- Mechanics of closing accounts process
- Advice on an appropriate level of normal working capital
- Definition of primary financial aspects (including inter alia net debt, normal working capital, EBITDA)
- Advice on potential issues relating to earn-out mechanism.
Buy – side Assistance
- Actual earnings (identification of one-off events and sustainable earnings)
- Financial projections
- Cash flow generators
- Capital expenditure
- Working capital Management
- information system and control environment
- Employment issues
- Commitments and contingent liabilities that might endanger financial performance or otherwise adversely affect the target’s financial position after the transaction.
- Analysis of operating expenses and cost savings schemes
- Evaluation of operational capabilities
- Review of the target’s performance relative to industry standards
- Identifying and evaluating possible advantages and challenges
- Modeling of operational expenses and capital expenditures under various scenarios.
Our services mainly focus on:
- Knowing how possible synergies between revenue and costs
- Preparing for “Day One” of the effective takeover of the target
- Finding and achieving “quick wins”
- Identifying, ranking, and solving problems in the first 100 days after completion (including inter alia rationalization of systems, synergy assessment and tracking, retention of key staff, and building a management team).
Sell – side Assistance
- Full control over the type and scope of information being disclosed to potential investors
- An opportunity for more investors to participate in the negotiation process, which should improve the sell–side’s bargaining position
- Appropriately early identification of key issues, which allows the sell–side to adjust its negotiation strategy and eliminate identified risks
- Time and resources savings – shorter involvement of the target’s financial and accounting personnel; a single due diligence process instead of separate due diligence processes for each investor
- Time-efficiency leading to faster transaction completion.