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M&A Transaction Support Services
- Acquisition due diligence
- Vendor assistance
- Vendor due diligence
- Sale & purchase agreement advice
- IPO Advisory Services
Acquisition due diligence
Every transaction has the potential to either unlock significant value or… destroy it. When a corporate or private equity considers a significant investment or acquisition, we provide them with due diligence assistance. We focus on the value drivers, sustainability of earnings and analysis of the financial position and indebtedness, in order to confirm the price and to identify issues and exposures that require reflection in the sale and purchase agreement and completion accounts.
The aim of vendor assistance is to provide ongoing support to a company considering the sale of all or part of its business. The comprehensive offering mitigates potential impediments to sale whilst de-risking and shortening the transaction process. It can be either a precursor to or a replacement of vendor due diligence, depending upon the specific circumstances of the transaction.
Vendor due diligence
Deloitte advises clients considering selling their entire business, or a carve-out from an existing one, via a competitive auction. Assistance starts up to a year before a transaction. It considers disposal readiness and identifies key areas of required separation activity. It identifies vulnerabilities that will impact value and proposes solutions. In addition, it offers support through the auction process to protect value and manage risk.
Sale & purchase agreement advice
We advise clients on the cash accounting implications of the transaction contracts they are negotiating. This includes purchase price adjustment mechanisms and the structure of completion accounts policies. It helps clients achieve a clean exit at a predictable price (sell side) or helps them put in place appropriate remedies and purchase price adjustments if the business’ financial position is not as expected (buy side).
IPO Advisory Services
We advise on the feasibility and appropriateness of a listing, and help evaluate available options. IPO advisory services include the provision and advanced preparation of an appropriate group structure, close examination of the business to be listed, and detailed planning, all of which are key to the success of a listing. By leveraging our expertise and experience, we provide our clients with due diligence, working capital reports, pre-IPO restructuring, business plan assistance, guidance with potential strategic and/or financial investors and ongoing monitoring of the IPO process.
Carve-out & Synergy Analysis
The acquisition of a company in a carve-out scenario presents a set of execution risks that is very different from buying a stand-alone company. Deloitte offers carve-out capabilities on the functions and activities shared between the parent company and the carved-out company in order to better understand the business requirements, ongoing costs and one-time setup costs for the stand-alone company.