Mergers & Acquisitions
Acquisition of a complementary business or a merger with another company may significantly accelerate a company’s scale and value growth. The sale of all or part of business operations or assets can release funds needed for other investment purposes.
At Capital One Advisers we have profound knowledge and deep business intelligence related to the Polish market and effectively reach out to Owners of well-selected potential target companies.
In sell-side assignments, beside our internal capacity we cooperate with professional M&A advisers worldwide, including corporate finance firms associated in a global organization, M&A Worldwide, which ensures our Clients access to strategic advisors on a global scale.
”We were afraid of endless negotiations and paperwork when we began preparing the acquisition We engaged Capital One Advisers, with the expectation that they would help us in this arduous process. Thanks to their commitment we accomplished the project much faster than we expected. In addition, experts from Capital One Advisers enabled us to acquire external financing for the acquisition.”
CEO, Grupa Vectra S.A.
How we can help
When involved in a process of selling a company, or part of its business, we focus on its fundamental analysis, optimum transaction structure and proper identification of potential investors. With the use of our international contacts and specialized communication tools used in M&A transactions we conduct research aimed at selecting the best group of potential buyers.
In the preparatory phase we develop an economic analysis and a financial model which covers a company’s historical and forecasted operational and financial data. At this stage a deep financial and legal analysis (vendor due diligence) may be required. We also prepare a complex Investment Memorandum and a Company Teaser, which convey the equity story for the anticipated transaction. All these analyses and materials, when combined, enable us to asses expected Company’s equity valuation.
In the implementation phase of an acquisition we fully manage the communication process with potential buyers and its timeline, Company presentations and initial negotiations (LOI/Term Sheet). We then supervise the due diligence process (i.e. a company’s operational, financial, legal and tax audit by the potential investor). At final stages we organise and assist in transaction negotiations with a selected investor, or investors. The concluding step is our active role in signing and closing of the sale-purchase and investment agreements (SPA, IA). By creating a competitive process, we additionally maximize value for our Client.
Our advisory services in buy-side assignments begin with a strategic discussion related to defining the optimum target’s profile for the Client, followed by identifying acquisition targets in Poland and potentially other geographies. We then establish direct contacts with target Owners in order to assess interest and develop a relation. Financial model and equity valuation follow, designed to analyse the investment case internally within the Client’s organisation and place a well-balanced non-binding offer. In the next stage we organise and supervise the due diligence process, by coordinating i.a. external financial auditors and legal teams. Once the final offer is placed we actively participate in transaction negotiations (SPA, IA) and gaining necessary approvals from Antitrust Authorities, if required. Finally, we advise and assist in transaction signing and closing.
We also offer specialist services in leveraged buy-outs (LBO) and management buy-in/buy-outs (MBI/MBO). Our service includes the preparation of a transaction structure and verification of its economic feasibility, preparation of a financial model and forecast and Investment Memorandum, support in raising funds from financial institutions (banks, investment funds). Our role involves defining relations within the management group in the context of setting up an investment vehicle (SPV), preparing the respective bid and representing the management group in the negotiating process with target Owners and financial institutions. We coordinate involvement of all parties in the transaction.
M&A as a viable alternative to organic growth
In situations when a company comes across serious barriers in its further organic growth, strong arguments emerge for a capital transaction, such as a merger, acquisition, creation of a joint venture, or divestment.
In such instances we support our Clients in the preparation of a coherent development plan that will align any such transactions with their long-term strategies. We begin with a series of analyses and offer advice in finding best-suited solutions. We then support and supervise the entire transaction process, striving to maximise value for our Client. Furthermore, we advise on specific situations, always retaining hands-on approach and flexibility.