M&A Advisory  |  Valuation  |  Due Diligence  |  Financing  |  Restructuring

 

Whether you are restructuring your business, selling or buying a business, there are challenges throughout the whole deal process. Our team is ready to support with financial, strategic and commercial due diligence and valuations, so your journey of selling or acquiring goes smoothly. 

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M&A advisory

Our expert mergers and acquisitions team is here to support you on potential mergers, sales, and acquisitions, accompanying you each step of the way with advice that is specific, appropriate, and relevant to your company strategy and needs.

We’ll guide you throughout the various phases of an M&A transaction, from the very early stages as you contemplate the most strategic path forward, right through to the very last phase, during which we can assist you in concluding and signing an agreement.

Our key focus is on sell-side advisory missions, assisting you in selling your company, whether it be a family-owned business or a subsidiary of a larger corporate entity. We can also advise you during acquisitions, using our sector-based approach and expertise.

The overview below shows a typical M&A process, outlining the various phases during which we assist you as a seller in preparing the necessary documentation and materials, marketing the asset, managing potential bidders, and concluding a successful transaction.

 

Preparation

Marketing & due dilligence

  • Discuss optimal sale strategy
  • Pricing analysis and align price expectations of shareholders
  • Prepare list of potential buyers together with you
  • Prepare and issue early marketing materials
  • Pre-market to selected buyers review of business plan assumptions
  • Assess potential transaction issues (buyer compatibility)
Preparation

Educate & motivate potential buyers

  • Prepare confidentiality agreements
  • Finalize teaser
  • Prepare process letters and info memorandum
  • Draft management presentation
  • Establish due diligence process
  • Gather data room
  • Agree on sensitivity of data room content
  • Prepare VDD (financial/other)
  • Identify legal issues (reps and warranties)
Business & strategy

Organize buyers' due diligence

  • Approach selected buyers with confidentiality agreements
  • Distribute process letter and information memorandum to first round bidders
  • Receive and evaluate non-binding offers
  • Select second-round bidders
  • Identify legal issues (reps and warranties)
Business & strategy

Negotiation

  • Distribute process letter 2
  • VDD and DR available
  • Distribute draft Share Purchase Agreement (SPA)
  • Management discussions with selected buyers
  • Receive and evaluate binding offers (including SPA mark-up)
Materials

Prepare & complete negotiations

  • Select final buyer(s)
  • Confirmatory DD
  • Negotiation of SPA
  • Assistance in arrangements with any regulatory authorities
  • Public announcement prepare VDD (financial/other)
  • Identify legal issues (reps and warranties)

 

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Valuation

We assist you in understanding the true value of businesses, shares and assets, in order to support management, company directors, shareholders as well as other internal and external stakeholders with their decision making.

We support large listed companies and multinational corporations, as well as smaller, privately owned businesses and local governments. You may need valuation advice in a number of different contexts or for different purposes. Discover our full range of valuation services.

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Financial, commercial & strategic due diligence

In today’s financial climate, there is a premium placed on robust financial analysis when carrying out business deals. Error margins are thinner and investors and lenders do not look lightly upon poor decision-making and execution. Under these circumstances, due diligence and timely professional advice are essential to enhancing the quality of decisions buyers and sellers must take.

We offer financial, commercial and strategic due diligence services, both from a buy side and a vendor perspective. We’ll help you to investigate the key strategic investment hypotheses (including the market, the competition, the value levers active in the markets, the expected growth in the market…) and to realize the results you and your stakeholders desire. We do so with a forward-thinking approach to deal planning, execution, and integration.

The concept of our financial due diligence process is a detailed and systematic analysis of data from the target company in order to obtain an overall picture of the company in connection with the corporate deal. In particular, we put an emphasis on the identification and assessment of risks and opportunities when looking at assets, liabilities, financial position, and results of the target company.

   

Buy-side due diligence

Financial due diligence

Our approach to due diligence differs from a "traditional" analysis of a business. By understanding the rationale for your proposed investment, as well as those matters which you have already identified as being of concern to you, we will focus on the issues that are the most important for your investment decision.

Our approach aims to identify the value created by the transaction, including the analysis of:

  • Actual earnings (identification of one-off events and sustainable earnings)
  • Financial and other debt positions
  • Contingencies and exposures
  • Financial projections
  • Cash flow generators and capital expenditure
  • Working capital

 

Commercial & strategic due diligence

Your company operates in a market within a competitive field. We investigate key investment hypotheses including the competition and the market dynamics in order to assess the pressures and opportunities of the company.

Testing key strategic investment hypotheses: What key factors lead to a successful business in the future?

Market attractiveness: What does the market look like and what trends can we expect?

Target’s competitive position and performance: Who competes with the company in what field?

Management forecast evaluation: Can we support the projected topline and margins?

Sell-side due diligence

In a vendor due diligence process, KPMG performs an independent due diligence investigation from the view of a prospective buyer, ordered by you as a vendor. The vendor due diligence report constitutes a credible, independent report suitable for both corporate and financial buyers. It considers typical purchasers’ concerns, including opportunities as well as risks, and focuses on key value drivers.

Financial due diligence

The results of vendor due diligence are disclosed to potential buyers, but also provide useful information for the vendor to be well-prepared for the sale.

An alternative to vendor due diligence is vendor assistance, where we carry out pre-sale analysis and pre-sale due diligence, provide assistance in preparation of information memoranda, data rooms and competitive auctions addressing purchaser queries.

 

Commercial & strategic due diligence

Key strategic investment hypotheses are assessed including:

  • Market dynamics and market strategy
  • Competitive landscape
  • Operational improvement assessment
  • Management forecast evaluation

Other due diligence services

Financial due diligence

Contract assistance and completion procedures services: Focusing on a wide number of aspects of the draft sale and purchase agreement.

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 you if you are 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.

Lender assistance: We support financing banks and other institutions in their assessment of the financial performance of the borrowers throughout the stages of the financing process.

Commercial & strategic due diligence

Synergy assessment: What synergies can be achieved with the integration of companies.

Operational improvement assessment: Based on detailed data analysis we compare the operational efficiency of a company to internal benchmarks and with competitors, to derive potential for operational improvement.

Market potential assessment: We perform international studies to assess what markets could be interesting to explore with the current assets and core capabilities.

When megatrends hit your company, we help you to refocus on your core competences and redeploy these in new markets.

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Financing

KPMG’s debt advisory team helps businesses, governments and special project vehicles to achieve their debt capital objectives, be it raising new debt, refinancing, or restructuring existing debt. With our real-time understanding of market conditions, funding structures, debt instruments and liquidity providers, we will help you make the right funding choices to achieve the optimal capital structure for your organization. Combining our experience, proven track record and leveraging our wide lender network, we can help you to swiftly execute your funding strategy, with minimal interruption to your day-to-day operations.

Structuring

Helping you identify the optimal capital structure based on the unique attributes of your business or project.

  • Business strategy, risk, cost, revenue analysis
  • Business plan understanding/drafting
  • Debt instrument identification & ranking
  • Debt capacity maximization
  • Financial modelling
  • Financing strategy

Arranging

Helping you obtain debt funding, striving for the cheapest and most flexible terms, from a wide range of sources.

  • Information memorandum drafting
  • Market sounding
  • Negotiation
  • Documentation
  • Model audit
  • Closing procedures

Post-deal

Helping you in managing, improving and enhancing the requirements imposed by your debt agreements (such as covenants, undertakings...)

  • ESG goals
  • Covenant monitoring
  • Compliance testing
  • Restructuring
  • Refinancing
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Restructuring

When it comes to restructuring, our aim is to be a ‘critical friend’, providing you with an independent assessment and challenge of your plans to test your robustness and determine the solution which delivers the highest value. Following this assessment, we’ll then focus on the development, implementation and review of an achievable restructuring plan that works for you and your organization.

Who

Restructuring-cut-up-1

Banks

  • Before granting a new loan, a loan extension or a stand still
  • Before restructuring a loan
  • During the analysis of a potential covenant breach

Financial equity investors (PE houses)

  • Before subscribing to a capital increase
  • While considering funding options
  • While considering exit strategies

Private shareholders

  • While considering succession planning
  • While negotiating the financing for succession

Employees / management / Board of Directors

  • In order to have a clear picture of the company situation
  • Before subscribing to a stock option or stock purchase plan

Regulatory bodies

  • Before granting permits

What

Restructuring-cut-up-2

An Independent Business Review (IBR) is a diagnosis of a business resulting in a report. This report can be used to provide stakeholders with an independent insight into the business situation of your company.

An IBR has the following characteristics:

  • It contains an independent view on the company
  • The analysis goes further than the historical financial situation. In order to assess the business situation, we analyze the strategy, the financial forecasts, the organization structure and the financing capacity
  • By performing a review of the plans originally prepared by the management, we guard our independence

Why

Restructuring-cut-up-3

The key purpose of our work is to help you to restore confidence among your stakeholders and work out a constructive restructuring solution. We’ll discuss the options for various stakeholders and formulate our recommended solutions for each, based on an independent analysis of the business situation.

  • Provides an independent analysis of the status of a company or subsidiary
  • Provides robust challenge to forecasts
  • Highlights key risks and sensitivities
  • Highlights lead indicators
  • Details the options available to the stakeholders
  • Provides estimates of the value of a security on a breakup and going concern basis
  • Recommends the optimal solution