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Mergers and Acquisitions 2018-03-27T14:53:13+00:00

MERGERS AND ACQUISITIONS

Astoria is experienced in executing assignments involving mergers, acquisitions and sales, as a result of the more than 50 years of combined experience of its founding partners. Strategic and financial advisory for M&A transactions is a highly technical a complex undertaking, which involves a high level of dedication and coordination to piece a large amount of variables, ranging from the deep understanding of the company and its current situation and that of its shareholders until the negotiation and structuring of all the elements necessary to successfully close the transaction. Astoria’s founding partners actively participate in all steps of the M&A process, which are briefly described below:

SELL SIDE

  • Understand and evaluate the objectives and needs of the shareholders
  • Deepen the understanding of the company and how it is positioned in its industry
  • Discuss the company’s strategy, its long term growth alternatives, as well as its threats and opportunities
  • Discuss the alternatives for a transaction
  • Confirmation / adjustment of the business plan that will support the projections used in the valuation exercise
  • Development of a valuation model using the methodologies that best apply to the company’s situation (discounted cash flow), multiples of publicly-traded comparable companies and multiples of precedent comparable M&A transactions
  • Develop the company’s investment thesis
  • Define and detail the structure of the transaction to be executed
  • Identify a list of potential buyers and approach strategy
  • Preparation of the marketing materials of the sale process (information memorandum, management presentation, etc.) to present the company and its investment thesis to the potential buyers
  • Approach the potential buyers, previously selected with the shareholders of the company
  • Present summarized version of the investment thesis and send teaser containing a brief description of the acquisition opportunity
  • Execution of a confidentiality agreement, which will guarantee the confidential nature of the information which will be disclosed to potential buyers throughout the process
  • Provide buyers with the marketing materials, management presentations and guided visits to the company’s facilities, if necessary and applicable
  • Coordination and interactions with the potential buyers to solve potential questions regarding the materials provided as well as to supply them with additional information, on a case by case basis, if necessary
  • Set a tentative schedule with all interested parties during the process and guarantee that it will be adhered to
  • Receipt of non-binding offers and selection of candidates that will be chosen to continue during the next phase of the process
  • Coordinate selected potential buyers’ access to the data room with detailed information on the company, to be prepared and updated by the auditors and legal counsel to be engaged directly by the company
  • Advance discussions with potential buyers, seeking value maximization and favorable terms and conditions to the shareholders of the company
  • Negotiate and define the main terms of the transaction that shall be reflected on the binding offers to be submitted by potential buyers (price and term of payment, treatment of contingencies, warranties, shareholders’ agreement if applicable, etc.)
  • Structuring of the format of the deal, jointly with the company’s legal counsel, which will seek the tax optimization of values to be received by selling shareholders
  • Act as representative of the shareholders of the company in the discussions of sensitive topics, safeguarding the relationship between parties
  • Coordinate discussions between company’s shareholders and potential buyers and their respective financial advisors, legal counsel, auditors and consultants
  • Negotiation and coordination of the sale agreements: sale and purchase agreement (SPA) and shareholders’ agreement, if applicable
  • Closing and signing of the definitive agreements and transfer of shares/financial resources between parties

BUY SIDE

  • Understand and evaluate the objectives of the company regarding the potential asset(s) to be approached/acquired
  • Deepen the understanding of the target-company(ies) and their shareholders
  • Discuss the company’s strategy (acquirer), and its organic growth alternatives vs acquisitions
  • Discuss approach strategy for target-company(ies)
  • Contacts with the shareholders of the target-company(ies), testing and incentivizing its interest in initiating a transaction
  • Understand the personal interests of shareholders of the target-company(ies) in order to maximize the incentives to execute a transaction
  • Interactions with management and sharholders of the target-company(ies) to obtain information for the next phases of the process
  • Development of a valuation model using the methodologies that best apply to the target-company’s situation (discounted cash flow), multiples of publicly-traded comparable companies and multiples of precedent comparable M&A transactions, subject to additional information and assumptions confirmation to to be obtained during the due diligence phase
  • Measurement and analysis of potential synergies between the target-company and acquirer, with the company’s executives and its consultants
  • Offer and negotiation strategy and execution of all steps necessary to successfully conclude negotiations with the shareholders of the target-company(ies)
  • Define conditions, necessary additional information and due diligence requirements to confirm/adjust the non-binding proposal to binding
  • Support to the company, its auditors, legal counsel and consultants in the data room and due diligence process
  • Detailing and confirmation/adjustment of the valuation model assumptions based on new information obtained during the due diligence process, including potential synergies to be targeted after the closing of the transaction
  • Structuring of the form for closing the transaction aiming at maximizing tax efficiency on the values to be paid by the company, with assistance of its legal counsel and auditors
  • Act as representative of the shareholders of the company to discuss the more sensitive issues, safeguarding the relationship between the parties
  • Coordination of the discussions between the company and the target-company, as well as its respective financial advisors, legal counsel, auditors and consultants
  • Negotiation and coordination of the definitive agreements: sale and purchase agreement (SPA) and shareholders’ agreement, if applicable
  • Closing and signing of the definitive agreements and transfer of shares/financial resources

Contact Us

Av. Horácio Lafer, 160 – 6º andar
Itaim Bibi – 04538-080 - São Paulo/SP

Phone: (11) 3074-3560

Web: Astoria