One of the most important strategic issues are the M&A’s. An acquisition is a major milestone in the life of a company. Whether large or small, an acquisition often has a profound effect on the acquirer. A bad acquisition has over and again proved to be devastating. Therefore, it is crucial that the initial decision to enter into the acquisition process, the actual structuring of the acquisition as well as the final decision to complete the acquisition are done with the utmost care and supported with the best possible information and advice.
Too often, acquirers obtain advice from various accountants, lawyers, brokers and other general advisors who may play an important specialist role in the process but do not have the comprehensive transactional experience required to efficiently and professionally coordinate the entire acquisition process and advise on the appropriate course of action at every stage.
Our team is experienced in advising clients on acquisitions and can help the company owners navigate the complex acquisition process and ultimately make the right decision – often a decision not to go ahead with an acquisition is just as valuable as the decision to proceed.
We provide our professional acquisition services to medium-sized companies.
We are equipped to take charge of the entire acquisition process from start to finish and coordinate other advisors (including lawyers, auditors, and tax experts) that may be necessary to complete the transaction successfully. We are also experienced in situations where a client requires assistance only with a part of the acquisition process, such as negotiating the final sale and purchase agreement.
We follow a logical and disciplined acquisition process specifically designed to meet the needs of mid-sized companies. This process is aimed at achieving the following: first and foremost, to reach the best decision (acquire or abandon); second, to negotiate the best possible terms for the acquirer while still winning the transaction; and third, to discover the hidden risks and liabilities of the targeted business. A typical acquisition goes through the following stages:

Studying the acquirer’s business : In order for us to be able to properly advise the client on an acquisition, we first need to understand the client’s business so that we can identify potential compatibility problem areas and asses the synergies that can be realized from the merger. Identifying and, more importantly, placing a financial value on these synergies plays a crucial role in determining the “walk-away” price beyond which the acquisition would be too costly.

Identifying the target : We assist clients in selecting among several potential targets and even finding appropriate targets, although in most instances clients already know which company they wish to acquire. We draw on a wide network of local contacts and data sources to identify all possible acquisition candidates and to find out crucial information about these targets.

Due diligence and valuation : Managing comprehensive due diligence, based on knowledge and understanding of the acquisition target, as well as of potential legal, financial and operational risk, is one of the key stages of the acquisition process. Effectively running the process of examining the target ensures that there are no painful surprises in store for the acquirer. Furthermore, it is the process that allows the acquirer to determine the price it is prepared to pay for the target. Due diligence is frequently overlooked or under-appreciated, often leading to failed transactions. While proper due diligence does not eliminate the risk of overlooking a critical fact, it does greatly reduce that risk. Furthermore, a proper due diligence will help uncover potential problems against which the acquirer can protect itself by properly structuring of the transaction.
Financial due diligence services are most performed for the benefit of clients either acquiring or investing in an operating company. Our services are used not only to guard against the overstatement of assets and understatement of liabilities, but also to help our clients analyse the quality of historic earnings and the likelihood that forecasted operations can be met.
Legal due diligence, performed in cooperation with our client’s legal counsel or our own experienced legal partners, is aimed at identifying all potential legal risks which might hinder or prevent the successful execution of transaction or which might produce negative ‘surprises’ for our client after the completion of transaction.
Operational due diligence is executed in close cooperation with the experts of the acquirer. Our experience helps our clients’ experts identify and evaluate potential operational risks and incorporate these risks and their implications into the overall transaction scheme

Negotiating and structuring : Even the best acquisitions can prove bad if the acquirer overpays for the target. We help our clients determine where their limits, because many transactions, especially the competitive ones, do come close to the point where a decision not to proceed can be the right one. Furthermore, during the negotiating and structuring stage we seek to protect our clients against potential problems uncovered during the due diligence process.

Optimizing tax consequences : One crucial part of the acquisition process is to anticipate the tax consequences of the proposed transaction and structure the acquisition such as to minimize the tax burden to the acquirer. A poorly structured transaction can have significant negative tax implications. We work with some of the most experienced local and international tax advisors who work with us to help our clients structure a tax-efficient acquisition.

Coordinating the closing : Even after an agreement on price and terms is reached, much work remains to complete a successful acquisition. We maintain the momentum of the transaction as documentation is prepared by legal counsel. Our experience enables us to ensure our client’s interests continue to be effectively represented in this final critical stage.
Timetable for acquisition : The length of the acquisition process varies greatly depending on each specific situation. It can take as little as a several months for the most straight-forward transactions or over a year for more complex deals.