TRANSACTIONS AND CORPORATE FINANCE

TRANSACTIONS AND CORPORATE FINANCE

Client needs

  • Ensure transaction security
  • In relation to a specific transaction:
    a. Identify the major risk factors relating to accounting, financial and management data disclosed (or not) by the target
    b. Understand the limitations of the information communicated by the target
    c. Possess all the requisite information to make a decision concerning acquisition: To buy or not to buy? What is the right price? What representations and warranties are required?
  • In relation to a disposal:<br>- Enhance the credibility of and back up the information given to potential buyers<br>

Our strengths

  • Synergies with Finexsi’s valuation competence centre
  • Extensive experience working with the various participants in the acquisition process, i.e. private equity funds, lawyers and advisors (on representations and warranties)
  • Frequent litigation support work, enhancing Finexsi's ability to identify litigation-related risks, particularly those arising from transactions
  • Ability to meet deadlines
  • Approach tailored to each transaction/order-giver

Solutions / services

  • Acquisition due diligence
  • Vendor due diligence
  • Negotiation support
  • Preparation and organisation of the sale process (data room)
  • Drafting of the business plan/independent business review (IBR)

Approach / methodology

  • Due diligence procedures tailored to the needs of the order-giver, the risks specific to the transaction and the nature of the target company’s business activities
    a. Review of the reliability of the financial data, review of the pro forma accounts, review of the scope of the transaction
    b. In-depth analysis of the business model and trends: sales performance, margin review, seasonal fluctuations in the business, analysis of the backlog, etc.
    c. Focus on business aspects: contract review, R&D review, capex review
    d. Analysis of financial performance: quality of historic performance, identification of non-recurring items, adjustments to the scope, cash flow review
    e. Analysis of balance sheet quality: adjustment of net debt, seasonal fluctuations in the WCR, identification of risks and review of management estimates
  • Drafting of the business plan /independent business review (IBR): review of the business plan drafting process, review of the budgeting process, in-depth review of revenues with the sales and marketing department and reconciliation with the backlog/outstanding orders list, analysis of assumptions, business plan consistency review, sensitivity analysis, etc.
  • Procedures in conjunction with all the related areas of expertise commissioned for the purposes of the transaction (legal, IT, environment, etc.)
  • Organisation / supervision of a disposal process (data room, information memorandum, strategic analysis etc.)

Sample assignments

  • Acquisition due diligence on behalf of an investment fund operating in the ready-to-wear sector
  • Support for the managers of a manufacturing company regarding the disposal of a majority stake