The decision to sell a business is one which many managers and owners make once - with only one chance to get it right
We can guide shareholders and management through each and every stage of the transaction. We provide independent advice and support to help vendors avoid the many pitfalls and to increase the chances of a successful transaction
Our services include:
Assess the client strategy, identify the core / non-core elements of their business (i.e accounting, tax issues etc) and determine divestment options. Assess the disposal strategy that will optimize the value while limiting the post-transaction exposure. Assist in identifying the key separation / exit steps.
Assist the client in implementing strategies to improve financial performance prior to disposal, in identifying areas for profit improvement or cost reduction prior to disposal. Identification and evaluation of potential and proper buyers by having good market knowledge and coverage through the Deloitte advisors network. Assessment of potential divesture / disposal issues for different buyer scenarios. Indication of alternative deal structures to compliance with the clients objectives. Evaluation of key benefits prior to a divestiture and develop implementation plans to understand potential value of the post-disposal entity and maximize the transaction value for the seller. Preparation of marketing materials including Teaser, Information Memorandum, Process Letter, Management Presentation highlighting key features of the business to the potential acquirers.
Contacting the potential buyers and submitting the marketing materials to the interest parties. Evaluation of the non-binding offers received by the potential acquirers. Preparation of the vendor due diligence to identify and quantify the key benefits prior to a divestiture and develop implementation plans to understand potential value of the post-disposal entity and maximize the transaction value for the seller. We assist management in identifying also vulnerable matters, combined with solutions to address them, in order to lessen the possibility of any unexpected circumstances later in the disposal process. Assistance in data-room preparation and management. Assist in negotiations to have beneficial communication even to unexpected or unwelcome approaches. Prepare service schedules, which will form part of the Transition Services Agreement, to establish the scope, service levels, duration and cost of each service to be provided post-transaction. Develop separation plans.
Advise vendors on the Sale and Purchase agreement (SPA) focusing on appropriate purchase price adjustment mechanisms, accounting definitions and accounting warranties and indemnities for inclusion in the SPA. Assess Transition Service Agreement (TSA) needs and manage the implementation of TSAs to ensure a transition with minimal disruption to the business or its customers.
Support clients in the execution of a smooth transition and effective transfer of control on Day 1 while ensuring operational continuity. Support and provide guidance to the client on all carve-out activities to transition operations to the new owner, including re-designing the process and organization structure for infrastructure functions.