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M&A - Process Mergers and Acquisitions

M&A PROCES MERGERS AND ACQUISITIONS - BUSINESS MEDIATION (Business for sale)

Decision
Phase 0 - Decision to offer the company for acquisition and/or to seek a merger partner

Activities - Consultdustry Mergers and Acquisitions (M&A)
- initial, non-committal, consultation with the merger and acquisition advisor concerning;
a. the explanation of the mediation process
b. the proposition to employ CONSULTDUSTRY
c. the determination of a pre-scan of the actual situation, the requirements and desires and principles
- in a follow-up meeting, define the coordination of the possibilities and impossibilities, the mediation strategy, the method, the role/task dividing with the associated powers and issuing (first) financial company information and company presentations
- drafting the M&A advisory offer based on the information obtained, including releasing a project plan, milestones and (intermediate and final) results
- appoint the merger and acquisition advisor CONSULTDUSTRY by concluding the contract.

Determine + Record
Phase A - Determine and record the M&A sales object

Activities - Consultdustry Mergers and Acquisitions (M&A)
- access to and delivery of all conceivable business information
- further coordination and organization of the mediation project, regarding the mediation strategy, project approach, division of tasks and roles, planning
- carry out the quick scan
- research into and determine the actual sales proposition
a. legal structure, ownership of shares
b. activities, customers, partners, technology, brand names
c. real estate and movable property
d. position / conditions staff
e. position / condition personal
f. fiscal and financial position, in particular silent reserves
- determining a provisional value (estimate)
- preparing a profile of the prospective buyer
- preparing the anonymous profile
- complete the phase with a report of above points, and get approval to the approved anonymous profile can be issued

Inventory + Refine
Phase B - inventory and framing; diagnosis, appreciation and plan of action

Activities - Consultdustry Mergers and Acquisitions (M&A)
- in-depth analysing, contemplation of the information received in phase A
- carry-out actions related to phase A results
- further analysis of company and market information
 a. financial results, balance sheet, profit & loss accounts
 b. prognoses and risk analyzes
 c. customer orders and contract/delivery agreements, marketing strategy
 d. product / market combinations
 e. employment contracts
 f. assets, real estate and movable property (valuations)
 g. permits (licenses, concession) and regulations
 h. clean soil certificates
 i. financing and relationships with financial institutions/bankers
 j. technology and production / services (patents, IP intellectual property)
 k. organization structure
- analysis and preparation of internal strengths and weaknesses of the company (SW)
- analysis and preparation of opportunities and threats with regard to external factors (OT)
- election and elaboration of the valuation using various valuation scenarios
a. determining financial neutral value based on a "stand-alone" version in a normal market situation
a1 - method 1 intrinsic value (current value of net assets)
a2 - method 2 net annual profit x P / E ratio of the branch (Price/Earnings is market value [per share} divided by earnings [per share])
a3 - method 3 profitability ( is discounted cash flow rate or profit-earning capacity)
a4 - method 4 replacement value / costs
a5 - method 5 net present value and internal profitability (cumbersome, many assumptions)
a6 - method 6 market value + premium (if listed)
a7 - method 7 composite combination valuation
b. an estimate of the effect of the market demand on the saleable business value
c. determine a possible surplus value / gain capital
d. any proposals to improve shareholder value (eliminate impossibilities and internal shortcomings and / or implement radical conversions) and compare these in a cost / benefit analysis
- drawing up the so-called long list; the pre-selection of possible buyers assuming;
a. general interest
b. financial resources
c. added value
d. synergy advantages
e. comparable company culture
f. contacts
- define an action plan for approaching potential interested buyers
- phase B is completed with the memorandum, which should be seen as the confidential sales prospectus

Search + Approach
Phase C - Search and approach candidate buyers

Activities - Consultdustry Mergers and Acquisitions (M&A)
- approach potential buyers with the anonymous profile
- build and maintain contacts and enter into orientation discussions
- if the follow-up to the exploratory meeting, additional information will only be given under the restriction of a signed Non-Disclosure Agreement (NDA)
- the release of the memorandum to the most serious candidate buyers
- reporting and reporting to the client through a 2 weekly report

Phase C can, depending on the interest, be on-going and repeated for a long time.

Concretize + Intensify
Phase D - Concretize and amplify intentions

Activities - Consultdustry Mergers and Acquisitions (M&A)
- maintaining contacts with potential buyers
- evaluate and concretise actual interest;
a. the expectation, an assessment in the way the contact evaluates positively, content with follow-up appointments, compatibility of the corporate culture, the expected added value of the acquisition
b. the (pre)-condition set by the potential buyer
c. enter into a strategic discussion; pre- and post take-over adjustments and integration, policy, objectives
d. initial discussion value of revenue
-  formalize by recording in discussion and progress reports

Negotiate
Phase E - Negotiating the acquisition conditions

Activities - Consultdustry Mergers and Acquisitions (M&A)
- discuss and agree business conditions
- discuss and agree strategic elements
- determine and agree the process progress and settlement (of the mediation)
- agree on the method of execution of the due diligence
- determine and agree the transfer ownership method
- establishing the "no-go" criteria
- formalize by recording in discussion and progress reports

Investigate + Formalize
Phase F - Formalize and investigate; intention, due diligence

Activities - Consultdustry Mergers and Acquisitions (M&A)
- write the letter of intent with the buying party
- ceasing negotiations with other parties
- notify and / or obtain permission from beneficiary authorities / stakeholders
- carry out the due diligence investigation (or have it executed by others)
- determine the actual results of the due diligence investigation
- obtaining and accepting (bank) financing
- formalize by recording in discussion and progress reports

Agree + Transfer
Phase G - Agree and transfer company

Activities - Consultdustry Mergers and Acquisitions (M&A)
- enter into final sales conditions
- enter into contract
- occur the transfer of ownership

Incorporate + Integrate
Phase H - Incorporate and integrate

Activities - Consultdustry Mergers and Acquisitions (M&A)
- is entirely at the buying party, the new owner
- possible additional efforts in the field of advice and interim management (post merger)