The process of merger and acquisition by World Business Council
World Business Council employs professionals who have significant experience in a wide range of transaction services. We believe that the clients have goals wider than making an acquisition or a deal.
We provide our customers a personalized solution beginning with your search for a prospective target or your preliminary consideration for company disposal and continuing through the sale and purchase agreement or integration of acquired businesses.
Our staff strives to keep you informed and comprehend the facts and particulars of the local financial, commercial, operational, and tax environments, so that you may factor them into your decision-making. Our services are mainly focused on generating value for our customers by helping them to conduct conscientious due diligence and manage the risk associated with a contemplated transaction, as well as by increasing the likelihood of accomplishing the transaction’s intended goals.
Our team renders services for both the buy-side (investors) and the sell-side (vendors).
Pre Deal Evaluation
During a pre-deal evaluation, a target company is first looked at to find its biggest risks and potential deal-breakers. This is done mostly with publicly available information. This analysis is useful for any client who wants to buy or invest in another business and wants to find out some basic information about the target before deciding whether or not to do full-scope due diligence.
- 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.
Contract Advisory
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
Financial due diligence (Buy-side)
- 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.
Our work may involve the acquisition of a company’s shares, its assets (or a group of assets), and/or the enterprise’s organized portion. We conduct our projects in close collaboration with our clients and the investor’s other advisors, which enables us to fully comprehend investors’ expectations and deliver high-quality results.
Tax due diligence (Buy-side)
Our experience suggests that recognized tax issues can have a substantial influence on the market value of the target firm and may serve as a critical negotiating point during the price negotiation process. The purpose of tax due diligence is to determine if the tax treatment of the target is consistent with local tax rules, administrative court legislation, and Ministry of Finance directions. Our tax due diligence services include an investigation of the target’s tax settlements and social security contributions in order to detect tax concerns, as well as an examination of relevant authorities’ judgments about prior tax audits.
Commercial due diligence (Buy-side)
Our approach to commercial due diligence is tailored to the specific needs of each client. This study focuses on areas of vital importance to the investor, including the review and evaluation of assumptions made in budgets and projections of the target against market facts and industry expectations in the sector. In addition, a commercial due diligence inquiry allows the investor to address potential market risks in the valuation of the target and to identify the target’s unrealized growth potential. this service includes:
- Market mapping, segmentation and sizing
- Demand drivers and key purchase criteria
- Customer portfolio development and customer referencing
- Market positioning, business performance and sustainability of strategy
- Industry dynamics and competitor behavior
- Pricing and margins, including projection sensitivities
- Revenue and gross margin modeling.
Operational due diligence (Buy-side)
Our operational due diligence help focuses on operating cost and capital expenditure and analyzes the target company’s past and present operating performance (processes) to identify possible synergies from the merger. Our research makes it easier to identify operating bottlenecks, assess existing and planned operations’ capacity to meet the target’s predicted volumes, and determine capital expenditure needs.
Typical analyses conducted as part of operational due diligence services may include:
- 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.
Post Merger Integration (PMI) Assistance
In order to realize the full value of the investment, corporate and private equity buyers must solve integration difficulties promptly and early on.
Our PMI advising solution consists of interdisciplinary support designed to maximize the deal’s value. We assist with the incorporation of new business while maintaining “business as usual” performance. In order to develop the optimal post-merger approach, we would also benefit from the business knowledge gathered throughout the due diligence process.
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
Vendor Due diligence (sell-side)
- 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.
Divesture Assistance (Sell-side)
Business Valuation (Sell-side)
Business Value Creation (Sell-side)
