M&A advisory services
M&A advisory services
MAN provides M&A (Mergers and Acquisitions) advisory services, supporting businesses and investors throughout the preparation, evaluation, negotiation, and completion of transactions. The scope of advisory services can range from a single item such as valuation, due diligence, tax, or contracts, to covering the entire transaction depending on the needs.
Each M&A transaction has its own unique characteristics in terms of the business, industry, ownership structure, value, and legal requirements. Therefore, MAN designs its advisory scope according to the specific objectives and circumstances of each transaction.
What support does MAN provide in M&A transactions?
The service is implemented according to the specific needs of businesses and investors.
- Define M&A objectives and strategies.
- Search for and evaluate target businesses or partners.
- Valuation and financial analysis.
- Due to legal, financial, tax, and operational limitations.
- Consult on trading structure.
- Providing advice on tax matters and risk allocation.
- Drafting, reviewing, and negotiating contracts.
- Supports closing and transaction completion conditions.
When should a business use M&A advisory services?
Specialized expert advice is particularly necessary when transactions are high-value, complex in structure, or involve multiple legal, financial, and tax issues.
- The company wants to acquire a business or a portion of a business operation.
- The owner wants to sell part or all of the business.
- The company is looking for a strategic partner.
- Investors need to evaluate an M&A opportunity before deciding to invest.
- The transaction involves foreign investors.
- The target company has problems with debt, taxes, legal issues, or ownership structure.
- Businesses need support for specific items such as Due Diligence, pricing, taxes, or contracts.
Scope of M&A advisory services
Strategic advice and trading objectives
MAN assists in defining the objectives, scope, and criteria of a transaction before proceeding with the deal.
The content may include:
- Identify investment or divestment objectives.
- Identify the target business or asset.
- Establish criteria for selecting partners.
- Evaluate the transaction options.
- Identify resources and develop an implementation plan.
Searching for and evaluating partners
MAN assists in identifying and screening businesses or partners that meet the criteria of the transaction.
The evaluation may consider:
- Industry and business model.
- Scale and market.
- Financial situation.
- Ownership structure.
- Assets and resources.
- The potential for complementarity between the parties.
- Outstanding legal issues or risks.
When necessary, the parties may use NDO To protect information during the exchange process.
Business valuation
Valuation provides parties with a basis for determining reference values and developing negotiation strategies.
- Financial statement analysis.
- Evaluate revenue, profit, and cash flow.
- Analyze assets, liabilities, and working capital.
- Assess the factors that influence business value.
- Compare with relevant business or industry data.
- Identify the basis for price negotiations.
The valuation needs to be considered in conjunction with the Due Diligence result, the transaction structure, and legal and tax obligations.
Due Diligence – Business Assessment
MAN assists in the due diligence of target businesses to a scope appropriate to each transaction.
This may include:
- Legal.
- Finance.
- Tax.
- Trade and operations.
- Human resources and labor.
- Assets and intellectual property.
- Technology and data are used when necessary.
The goal is to verify information, identify risks, detect potential obligations, and determine issues that may affect the value or terms of the transaction.
Transaction structure, taxes, and contracts
Based on the objectives and due diligence results, MAN assists in evaluating the most suitable transaction option.
The content may include:
- Share Deal.
- Asset Deal.
- Merger or consolidation.
- Tax impact of each structure.
- Prerequisites.
- Commitment and guarantee.
- Compensation and risk allocation mechanisms.
- Contracts for the sale and purchase of shares, capital contributions, or assets.
Negotiate and finalize the deal.
MAN assists businesses throughout the negotiation process and in preparing the necessary conditions to finalize transactions.
The content could focus on:
- Price and payment methods.
- Price adjustment mechanism.
- Conditions Present.
- Representations & Warranties.
- Indemnity and limitations of liability.
- Closing document.
- Transfer of ownership or control.
- Obligations following Closing.
M&A advisory process at MAN
The process is adjusted according to the scope and complexity of each transaction.
|
01
Identify
demand |
→ |
02
Evaluate
deal |
→ |
03
Judge
predetermined |
→ |
04
Design
transaction |
→ |
05
Talk
judge |
→ |
06
Press
|
Discuss the objectives, scope of the transaction, and the issues the business needs support with.
Conduct a preliminary analysis of the business, partners, transaction structure, and priority issues.
Implement Due Diligence within the agreed scope.
Evaluate the structure, value, taxes, terms of transaction, and risk allocation mechanism.
Assisting in negotiating commercial and legal terms, and completing transaction documentation.
Assisting with checking closing conditions, handover, and other tasks to be completed according to the transaction.
The value of M&A advisory services.
M&A is not just about completing the purchase or sale of a business. The value of a transaction also depends on choosing the right partner, accurately determining the value, controlling risks, and building a suitable structure.
Accurate assessment
→
Full assessment
→
Suitable structure
→
Risk allocation
→
Effective negotiation
→
Transaction completed.
This approach provides businesses with a stronger basis for decision-making and allows them to be more proactive in addressing potential issues that may arise during and after transactions.
Why should you use professional advice for M&A?
A single transaction can simultaneously present legal, financial, tax, asset, contractual, and operational issues. Evaluating each issue individually may miss the interconnectedness of the risks.
- There is an overall perspective on the transaction.
- Identify the risks before committing to a transaction.
- There is a better basis for pricing and negotiation.
- Choose a structure that suits your goals.
- Link Due Diligence to the contract and Closing conditions.
- Proactively address post-transaction issues.
Frequently Asked Questions about M&A Advisory Services
Some common questions regarding the scope and implementation of M&A advisory services.
Does MAN provide full M&A advisory services?
Yes. The scope of our advisory services can cover everything from strategy, partner sourcing and evaluation, valuation, due diligence, transaction structuring, negotiation, to closing, depending on the specific needs of each transaction.
Does MAN assist in finding target businesses?
MAN can assist in identifying and evaluating businesses or partners that meet the criteria of the transaction. The selection of a specific partner depends on the objectives, industry, size, and scope of the transaction.
Does MAN conduct a Due Diligence?
Yes. The scope may include legal, financial, tax, commercial, operational due diligence and other specialized areas depending on the needs of the transaction.
Does MAN provide business valuation services?
Yes. The scope may include analyzing financial statements, revenue, profits, assets, liabilities, cash flow, and factors affecting business value.
Does MAN provide support for M&A negotiations and contracts?
Yes. MAN can assist in reviewing, drafting, and negotiating terms of transactions, sales contracts, and related documents depending on the transaction structure.
Can a business hire a MAN to perform only a portion of the work?
The scope can be customized to meet specific needs, such as performing only Due Diligence, valuation, tax advice, transaction structuring, or contract drafting.
How are M&A advisory fees determined?
Costs depend on the size and complexity of the transaction, the scope of work, the number of subjects to be reviewed, and the time requirements.
