Deal structuring and negotiation, Financial and commercial due diligence, Post deal organisational review, Change management, Integration process advisory, Financial systems review
Deal structuring and negotiation
Not enough manpower to handle all aspects of M&A deals, we can certainly assist. Based on broad client instructions we could assist in finalisation of sales and purchase agreements with buyers and sellers, help draft terms and then create completion and working capital statements, pre audit material amounts before completion and also prepare clients for expected issues.
The intention would never be to keep calling you each time something changes in those deals, it would be to make life easier for the team involve and agree a methodology where we embed in client’s team to help them achieve desired deal results.
In certain regions we can also provide market intelligence around deals being offered and organisations involved.
Financial and commercial due diligence
One of our core competencies is to provide financial and commercial due diligence services for any M&A deal. The service is not same offered by accountancy firms which normally focusses on details and more or less try to justify hours with endless presentation pack full of meaningless analysis. This is infact try to address yours and some cases your ‘fairness opinion’ investment bank concern that all major liabilities are being disclosed, material financial risks have been considered, taxation issues have been identified and properly evaluated and disclosure letter issues are properly quantified in valuation.
Our reports could be short and pithy perhaps, but they would cover what we believe are key commercial and financial valuation risks to a deal. We could also assist in vendor due diligence exercises, initial red flag reviews of targets based on publicly available information.
Post deal organisational review
We could also provide financial support during completion process and assist you to generate a post deal completion organisational plan for finance function. Currently we are unable to provide support for other functions.
Historically while most M&A deals make great financial sense on a spreadsheet or a financial plan they tend to fail due to organisations cultural asymmetry, value destruction from ineffective decision making or inability to manage risks for the enlarged organisation. This creates enormous pressure on the enlarged organisation’s business model and its delivery of goods and services to its customers. In energy sector this affects major fields developments, lack of focus on operational efficiency of fields, losing support from joint venture partners at critical junctures of an exploration plan etc. We believe some of these (unfortunately all these cannot be eliminated) critical issues could be dealt in much more structured manner and a collaborative and focussed approach could certainly help in realising the true value of the acquisition.
Integration processes advisory
Which set of financial policies or processes are better, perhaps a amalgamated version would a better job, how to address the irritants in the early days of delivery, getting budgeting, financial reporting, P2P system sorted out while at the same time keeping financial organisation motivated and supportive of the new management. How to manage necessary attrition (there is no easy way here as well) and consistent messaging and communication is some of the themes of our assistance in this regard.
Financial systems review
We also perform financial systems review, help you implement yours in the new organisation, source and hand hold training, coaching and mentoring programmes. Through collaboration agreements with specialists in financial systems area we could provide you one roof implementation, change management and integration solutions.