Pre-sale due diligence

At the beginning of the disposal process and based on vendor’s request we prepare due diligence report usually exclusively for internal use by the seller which includes an independent analysis and evaluation of the business planned for disposal.

Our services relate to assistance for the vendors to identify, address and eliminate financial, tax, operational and market risks and irregularities which may be relevant for prospective investors.

The key benefits of pre-sale due diligence include improvement of negotiation position of the sell-side and faster closing of the transaction (mainly through minimising of the number of issues or irregularities, which otherwise would require explanation to potential investors).

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 disposal 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
• Accounting principles for closing accounts
• Mechanics of closing accounts process
• Advice on an appropriate level of normal working capital required by the investor
• 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 vendors 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.