Pre-deal evaluation

Pre-deal evaluation involves initial assessment of a target company to identify key risks and potential deal breakers, using mainly publicly available information. This analysis is relevant to any client, who is interested in acquiring or investing in another entity and would like to obtain initial information on the target prior to deciding on full-scope due diligence.

Our main assistance provided to potential investors under Pre-deal evaluation spo:

• Analysis of publicly available information relating to the target
• Assessment of market and industry attractiveness
• Consideration of the target's strengths and weaknesses against industry benchmarks
• Identification of key risks and potential deal breakers
• Identification of potential market and operational risks and opportunities associated with the target.

Contract and completion procedures assistance

Contract assistance aims to advise on the financial, accounting and tax aspects of the draft sale and purchase agreement related to the acquisition of the target company, including consideration of related risk areas and issues identified based on the previously completed due diligence analyses.

During provision of contract assistance services, we typically focus on the following aspects of the draft sale and purchase agreement:

• Structure of any price adjustment mechanism
• Warranty and indemnity claims from the accounting and tax perspectives
• Future plans for add-on acquisitions or divestitures
• Accounting principles for closing accounts
• Mechanics of closing accounts process
• Advice on an appropriate level of normal working capital
• Definition of primary financial aspects (including inter alia net debt, normal working capital, EBITDA)
• Advice on potential issues relating to earn out mechanism.

Our support to the investors in the transaction completion procedures includes inter alia:

• Advise in respect of accounting procedures during transaction closing
• Support in the preparation of the completion accounts
• Verification of the completion accounts (prepared by the target company, by the vendor or by the purchaser) with the objective of assisting in determining the appropriate purchase price adjustments based on the transaction sale and purchase agreement.