On the “buy-side”, we represent buyers in acquiring a target business. The buyer may be an individual, a company or a private equity group. We may initiate the transaction by bringing the potential acquisition idea to the client or by assisting in completing a transaction where the client has an identified target or initiated discussion with potential targets. We also assist in Distress Asset Advisory (IBC route).
Common Pre-Transaction Concerns
- What is the stable profitability, Asset quality and Cash Flows of Target’s business
- Inputs to assess management assumptions in business model / projections
- Related party transactions and its impact in Valuations
- Contingent liabilities and capital commitments impacting valuation
- Direct and indirect taxes (tax) impacting valuation, pending tax assessments, litigations and any tax leakages
- Representations, indemnities and warranties
We assist our clients by:
Pre Deal Advisory
- Developing the appropriate transaction strategy
- Interacting with and soliciting interest from potential sellers/companies
Valuation Advisory
- Review of financial model of potential sellers/companies that captures historical and projected financial data (including Business, Financial and Industry analysis)
- Undertaking detailed Valuation of Business / Assets and Intangibles (including Surplus Assets, if any)
- Determining the expected pricing range of the business from the buyer’s perspective
- Pre-acquisition pricing analysis, including estimation of accretion/ dilution impact on earnings by providing preliminary values and economic lives for assets to be acquired
- Indicative Purchase Price Allocation of the Business / Assets proposed to be acquired and likely Balance Sheet impact (Intangibles / Goodwill)
Deal Advisory
- Deal Negotiation
- Tax Advisory
- ESOP Advisory
- Deal Structuring
- Arranging acquisition finance, if required by the buyers
Legal & Regulatory
- Preparation/review of Term Sheet
- Financial, Legal and Tax Due Diligence of Seller (including hidden risks such as Non-compliance issues, investigations and disputes impacting Valuation)
- End to End Regulatory advisory
- Legal documentation preparation/review including Shareholders Agreement (SHA), Share Purchase Agreement (SPA) etc.
- Assisting in negotiation of the commercial terms and signing of the agreements
Post Deal Support
- Purchase Price Allocation
- How will value be created? Can the operations be optimized to enhance productivity and reduce cost?
- Post-Acquisition integration advisory
