The efficient management of a disposal together with a maximization of the sales proceeds requires careful planning and preparation. Our team will help you compile financial and operating data for potential investors and prepare and organize data rooms. With an independent analysis of the business to be sold, our professionals will help you avoid negative surprises during the disposal process, and thus strengthen your bargaining position with potential buyers.
Our divestment services cover a range of activities which can be provided to a vendor in relation to a sale process, including the following:
- Carrying out pre-sale analysis and pre-sale due diligence of the business planned to be disposed as well as carve outs of parts of the business for sale
- Assistance in preparation of information memoranda, data rooms and competitive auctions addressing purchaser queries
- Contract assistance services focusing on the following aspects of the draft sale and purchase agreement: preparation of the accounting, financial and tax terms (including consideration and scope of warranty and indemnity claims), structure of price adjustment mechanism, mechanics of the closing accounts process and accounting principles for closing accounts, form of any dispute resolution process, advice on an appropriate level of working capital and issues relating to earn out mechanism.
Our services enable, inter alia:
- Strict control over the divestment process
- Maximum limitation of potential investor interference in the target’s day-to-day business
- Ensuring the transaction occurs in a time and cost efficient manner within pre-determined timeframes.
Vendor due diligence
At an early stage of the disposal process and based on the vendor’s request we prepare a vendor due diligence report with respect to the target company for potential purchasers which includes an independent analysis and evaluation of the financial, commercial, operational and tax relating issues of the business.
The vendor due diligence report constitutes a credible, independent report suitable for both corporate and financial buyers and considers typical purchasers’ concerns, including opportunities as well as risks and focuses on key value drivers. As our work is in progress we provide continuous feedback to the target’s management on issues identified during vendor due diligence process.
The key VDD benefits for the sell-side are, inter alia:
- Full control over the type and scope of information being disclosed to potential investors;
- An opportunity for more investors to participate in the negotiation process, which should improve the sell–side's bargaining position;
- Appropriately early identification of key issues, which allows the sell–side to adjust its negotiation strategy and eliminate identified risks;
- Time and resources savings – shorter involvement of the target’s financial and accounting personnel; a single due diligence process instead of separate due diligence processes for each investor;
- Time-efficiency leading to faster transaction completion.