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Investment advisory

 

fotoWe have an extensive experience in originating and executing different types of investments, starting from pure M&A transactions through complex carve-outs to equity partnerships (SPVs, JVs).


Our M&A engagements

We advise strategic and financial investors on both, origination and execution of acquisitions, divestments and carve-outs. We specialize in small and mid-size transactions (deal value less than €300mn).

M&A origination

Our expertise in M&A origination relates to identification of horizontal M&A opportunities (in-market consolidation, new market entry, market exit) as well as vertical M&A potentials (vertical integration or disintegration).
Our M&A origination engagements can be split into two distinct categories:

  • Ad-hoc analysis and evaluation of potential targets
    We perform appraisals of targets focusing on market potential, industry dynamics, valuation, transaction rationale, risk assessment and deal structuring. Based on our recommendations our clients can make well-informed decisions whether or not to pursue M&A transactions.
  • Fully fledged M&A origination
    Based on our clients’ core competencies and business objectives, we develop a comprehensive M&A strategy covering: in-depth evaluation of markets and industries, appropriate investment criteria development, a long list of potential targets/buyers, preliminary valuations, transaction rationale and approach strategy.
M&A execution

We have deep expertise in executing both acquisitions and divestments. We believe that every M&A transaction is unique and hence demands bespoke process taking all critical factors into consideration:

Our M&A execution engagements typically cover the following activities:

  • project management of an entire transaction,
  • coordination of daily activities during every step of a transaction process (internal preparation, initial evaluation, non-binding offer, due diligence, binding offer, negotiation, signing and closing),
  • coordination of clients’ internal resources and external advisors,
  • deal tactics development,
  • valuation and financial modeling,
  • development of internal documentation (board presentations),
  • negotiation assistance.

In case of divestments, we also perform the following activities:

  • internal and external processes structuring and planning,
  • preparation of an asset for sale (definition of object of sale, preparation of financial data, development of marketing material and dataroom setup),
  • development of a long and short list of potential buyers,
  • process material development (process letters, NDAs, SPAs/APAs).

We either support or fully take over the role of an internal M&A team, making sure that our assistance delivers the most value to our clients.


Our equity partnership engagements

We support our clients in establishing successful, lasting and effective equity partnerships with strategic and/or financial partners. Our experience in structuring partnerships covers straight forward Joint Ventures (JVs) as well as more complex structures with use of Special Purpose Vehicles (SPVs).

We tailor equity partnership origination and execution processes to the specifics of the client following four main steps:

  • STEP 1
    Preparatory phase
    Preparatory phase

    First and foremost, we help our clients to decide whether equity partnership is the right strategy by clearly identifying benefits of the relationship and the risks and complexities which come with it. While structuring a partnership, we pay special attention to:

    • alignment of interests,
    • appropriate risk/return profile,
    • establishment of effective governance.
  • STEP 2
    Initial negotiations
    Initial negotiations

    We support our clients in first contact and initial negotiations with identified potential partners. At this stage, we usually undertake valuation exercise to determine value of the assets being contributed by each partner.

  • STEP 3
    Execution
    Execution and signing

    We also engage in management of an execution process and coordination of day-to-day activities. We offer assistance in drafting of shareholder agreement and support in final negotiations leading to signing.

  • STEP 4
    Signing
    Execution and signing

    We also engage in management of an execution process and coordination of day-to-day activities. We offer assistance in drafting of shareholder agreement and support in final negotiations leading to signing.