Mergers and Acquisitions

Mergers and Acquisitions

The phases of the process

Preparation for the Sale

Seeking and Approaching Investors

Negotiation of Transaction Terms

Business Plan and Marketing Materials

Non-Binding Offer

Pre-Audit

Investor Selection

Negotiation and Closing

Valuation

End

Start

Planning for the deal

Identification of Potential Investors

Due Diligence

Click on the circles for more information about each phase

10

Post-Sale

Preparation for the Sale

2. Planning for the deal

What does it mean?

After the pre- audit, measures should be formalized with the aim of implementing the opportunities for improvement identified, in order to maximize value for the company and the shareholder.

Negotiation of Transaction Terms

10. Post-Sale

What does it mean?

The purchase and acquisition agreement may include earn-out clauses, including the definition of a transition period in which the manager is obliged to remain with the company. At this stage, the integration plan will be implemented with the investor/buyer.

Negotiation of Transaction Terms

7. Non-Binding Offer

What does it mean?

After sharing more information about the company, it is expected that Non-Binding Offers will follow. These offers, as the name suggests, can be adjusted or even withdrawn at a later stage during due diligence or negotiation.

Negotiation of Transaction Terms

9. Negotiation and Closing

What does it mean?

Once the due diligence has been completed, adjustments to the price will be negotiated, as well as the specific conditions for carrying out the operation, and the process is expected to end with the signing of the sale and purchase agreement.

Seeking and Approaching Investors

5. Identification of Potential Investors

What does it mean?

Several potential investors (financial and non-financial) will be analyzed and those who demonstrate the appropriate capacity/profile to carry out the operation will be contacted. At this stage, the company's most relevant data will be presented, anonymized.

Preparation for the Sale

3. Valuation

What does it mean?

The valuation of the company using the Discounted Cash Flow Method and the Market Multiples Method (comparison with companies in the sector) will make it possible to define a valuation range for the company.

Seeking and Approaching Investors

6. Investor Selection

What does it mean?

At this stage, the investors with whom the company intends to continue the process will be selected and the confidentiality agreement formalized before the exchange of further information begins.

Preparation for the Sale

1. Pre-Audit

What does it mean?

The purpose of the pre- audit is to analyze various areas of the company: operational, financial, legal, fiscal, human resources, environmental, among others, with a view to building a dossier of the process, identifying opportunities for improvement, as well as mapping and quantifying potential contingencies.

Seeking and Approaching Investors

4. Business Plan and Marketing Materials

What does it mean?

Before going ahead with the search for investors/buyers, a 3-year strategic plan will be drawn up which, complemented by other communication elements, will reflect the prospects for future developments, enabling the potential of the company to be conveyed to the investor/buyer.

Negotiation of Transaction Terms

8. Due Diligence

What does it mean?

Once the buyer has accepted the conditions of the Non-Binding Offer, due diligence will be carried out. A Data Room will be built (organization of all the necessary documentation relating to the financial, tax, legal, human resources, environmental and other areas). The aim of this process is to provide the buyer with relevant information so that they have as much knowledge as possible about the company/asset they are acquiring.