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Mergers


Unlock value inorganically

Mergers

A merger refers to an agreement in which two companies join together to form one company. In other words, a merger is the combination of two companies into a single legal entity. In this article, we will look at different types of mergers that companies can undergo.

Motives for Mergers
Two companies may undertake a merger to increase the wealth of their shareholders. Generally, the consolidation of two businesses results in synergies that increase the value of a newly created business entity. Other motives include:

  •     1. Value creation
  •     2. Diversification
  •     3. Acquisition of assets
  •     4. Increase in financial capacity
  •     5. Tax purposes
  •     6. Incentives for managers

Measuring the impact of merger
In order to fully analyze the impact, the company owners must compare the stand-alone acquirer to the newly combined business. An effective way of doing this is through EPS accretion/dilution. This is a simple test that shows whether the proposed deal will increase or decrease the post-transaction earnings per share (EPS) for the buyer. Using pro forma calculations to estimate the benefit of a merger or acquisition is important as it allows the acquirer to determine what price he is willing/ able to pay.

Revenue synergies: Synergies that primarily improve the company's revenue-generating ability. For example, market expansion, production diversification, and R&D activities are only a few factors that can create revenue synergies.
Cost synergies: Synergies that reduce the company's cost structure. Generally, a successful merger may result in economies of scale, access to new technologies, and even elimination of certain costs. All these events may improve the cost structure of a company.

Types of Mergers
The term chosen to describe the merger depends on the economic function, purpose of the business transaction and relationship between the merging companies. There are generally five different types of commonly-referred to types of business combinations:

  •     1. Horizontal merger: A merger between companies that are in direct competition with each other in terms of product lines and markets
  •     2. Vertical merger: A merger between companies that are along the same supply chain (e.g., a retail company in the auto parts industry merges with a company that supplies raw materials for auto parts.)
  •     3. Market-extension merger: A merger between companies in different markets that sell similar products or services
  •     4. Product-extension merger: A merger between companies in the same markets that sell different but related products or services
  •     5. Conglomerate merger: A merger between companies in unrelated business activities (e.g., a clothing company buys a software company)

Deal Structuring
One of the most complicated steps in the M&A process is properly structuring the deal. There are many factors to be considered, such as antitrust laws, securities regulations, corporate law, rival bidders, taxes, accounting issues, contacts, market conditions, forms of financing, and specific negotiation points in the M&A deal itself.

The mergers process has many steps and can often take anywhere from 6 months to several years to complete. Selling or buying a business can be painstaking. Having the right professionals on your side of the deal can make it a lot easier.

  •     Work with you to prepare your company to be sold;
  •     Value your company;
  •     Create the seller sales documents (teaser, investor presentation, Confidential Information Memorandum (CIM);
  •     Market your business to prospective buyers;
  •     Negotiate Non-Disclosure Agreement (NDA) clauses
  •     Pre-screen buyers;
  •     Negotiate the letter of intent/term sheet and structure of your deal;
  •     Advise on due diligence questions;
  •     Coordinate with your legal counsel and other advisors;
  •     Manage the closing process, including communicating timelines; and
  •     Help get your deal to the closing table.

We help identify key risks and rewards throughout the life cycle, even for the most complex deals. We help you align deals with your strategic business objectives, maintain compliance and enhance value from integration and potential upside opportunity. Our team of specialists helps you focus on the key questions during the critical stages of planning and executing a merger.

We blend sophisticated capital markets expertise, with local market presence to negotiate customized financing packages that allow our clients to achieve their goals.

M&A process

Our experienced team build robust, transparent financial models covering all circumstances and across a wide range of sectors. Our approach is to start with a clear understanding of the situation and design a bespoke model using proven methodologies and techniques. The advantages of our models include creating outputs and usability that are designed specifically for the user, as well as providing the flexibility of assumptions to perform sensitivity analysis.

This insight into current market practice ensures we negotiate the best deal for you throughout your transaction. Our team has the experience to help guide and support management teams through the process. We advise management teams on structuring, valuation, financing and tax planning and assist them to approach the vendor with a credible bid.

Our team can engage with you to:

  •     Smokejump into the situation and perform the business valuation, due diligence, tax diligence
  •     Conduct a feasibility study for the management team, key sensitivities and how these may impact the business.
  •     Produce and update business plans
  •     Manage negotiations with other promoters, advisors, creditors and investors
  •     Assist you with the legal documentation, agreements, and other important documentation.
  •     Post deal support - complete accounts, deferred considerations and directors tax planning.

Our experts partner with clients on corporate planning, providing perspective not only on immediate value and impact, but on long-term implications. We work closely with management and other advisers to leverage and complement their knowledge and ensure maximum impact, and actively support implementation and skill building.

Featured Experts - Mergers

Senior multi-disciplinary corporate and finance professionals with diverse geographic, sector and transaction focuses
Ajay Mavinkurve
Ajay is a seasoned senior-level corporate finance executive with 30+ years of diversified experience in Global Corporate Finance, IPOs, Corporate and Tax structuring, Deal structuring, Commercial Negotiation, Valuations, Venture and Private Equity syndication, M&A, Growth Strategy, Distressed Asset Management, Working Capital and Buy-outs for Small & Mid-sized Enterprises (SMEs).

Ajay
Mavinkurve

Managing Partner Corporate Advisory
London


Chennakeshav (Keshav) Adya
Chennakeshav (Keshav) is a seasoned business, marketing and technology executive with 20+ years of global corporate and entrepreneurial experience in building global companies from a concept and in leadership roles spanning M&A execution, deal origination, marketing, brand-building, market research and technology delivery.

Chennakeshav
(Keshav) Adya

Managing Partner Corporate Finance, M&A, Growth
Dubai & London


Sabapaty (Saba) Suryanarayanan
Saba is a seasoned commercial and finance professional with 30+ years of experience in in C-suite roles spanning varied geographies and multiple industry segments, including Manufacturing, Trading, Media and Financial Services in areas such as Deal structuring, Commercial Negotiation, Growth Strategy, Distressed Asset Management, Working Capital Funding, and Buyouts.

Sabapaty (Saba)
Suryanarayanan

Managing Partner Commercial and Finance
Mumbai, India


Kieran Bourke
Kieran is a Financial Risk Management expert with 25+ years of broad global Financial Services experience across Market, Traded Credit, Operational, Regulatory, and Enterprise Risk Management protocols across 4 continents. He was a Managing Director at Standard Chartered Bank at London & Singapore, where he established the commodities market risk function from scratch.

Kieran
Bourke

Advisor Risk Management
Singapore


Freddie Tshiaba
Freddie Tshiaba is a senior business leader with 20+ years of significant experience helping investment banks, financial institutions, enterprise software companies and multi-national corporates with strategic initiatives, business development, digital transformation, product management, liquidity risk and treasury management.

Freddie
Tshiaba

Partner Corporate Finance
London


Mike Kemball
Mike is a sales transformation expert with 30+ years as an accomplished interim Sales Director and Managing Director in 15+ organisations across Telecom, Technology and Industrial sectors in Europe, India, Africa and the Middle East. Client companies and subsidiaries managed were typically $10m - $300m in revenue with sales teams from 10 up to 250 people.

Mike
Kemball

Partner Turnaround and Growth
London


Craig Tingle
Craig is a board-certified real estate attorney with 25+ years of legal experience and has closed billions of dollars in transactions. His expertise includes: shopping centers, shopping malls, apartment buildings, assisted living facilities, subdivisions, medical campuses and portfolios acquisitions of each of these.

Craig
Tingle

Partner Real Estate
Florida and Dubai


Marco Salvini
Marco is a senior executive with 25+ years of experience in C-suite roles spanning Real Estate leadership, delivering strategy, transformational change and turnaround of underperforming portfolios, assets and companies. Previously, he was the CEO for AIG/Lincoln - AIG Global Real Estate (Italy), where he successfully navigated the 2008 financial crisis and following global recession

Marco
Salvini

Partner Real Estate
Milan & London


Thomas Peutz
Thomas is an innovative entrepreneurial leader with 25+ years of experience in in C-suite roles spanning international management and organisational strategy, gained within the cultural sector and the creative industries. As a social entrepreneur, he has in-depth knowledge and passion for new venture development serving on executive and non-executive boards.

Thomas
Peutz

Partner Sustainable Energy
Amsterdam


Thu Nga Haskovcova
Thu Nga is a Czech qualified lawyer with 20 years of international experience in M&A, Market Entry (Start-ups), Real Estate, Financing, Private Equity and Corporate law matters. Thu has in-depth local knowledge of the Central Eastern European (CEE) region and working experience in and in-depth knowledge of South East Asia.

Thu Nga
Haskovcova

Partner Central Eastern Europe, Law
Prague, Czech Rep.


Priya Shah
Priya is a senior finance executive with 17+ years of global experience in top tier banks and private equity firm advising C-suite and Board members towards multi-million dollar projects across sectors, corporate strategy, corporate turnaround, M&A, investment appraisals, deal structuring, corporate finance, valuations, risk management, iquidity management and stress testing.

Priya
Shah

Partner Private Equity
London


Suryadeep Nain
Suryadeep is an experienced investment professional with 8+ years of experience across capital markets, investment banking, and private equity in India in areas such as fund raising, due-diligence, transaction structuring and implementation across number of industry segments such as construction, real-estate, infrastructure, industrials, and financial institutions.

Suryadeep
Nain

Director Private Equity
Delhi


A selection of completed transactions

Our team has facilitated a variety of successful transactions across sectors, geographies and complexities.

Acquisition of Asia's leading online aggregator for Insurance products


Deal Region : Asia
Deal Size      : Confidential

Sector(s):
Insurance
Technology

Expertise:
Sell Your Business Equity Financing Deal Strategy

End-to-end M&A advisory for the world's largest VFX and 3D firm in 2015.


Deal Region : Europe
Deal Size      : $ 100 million

Sector(s):
Media & EntertainmentTechnology
Expertise:
Sell Your Business Private EquityDeal Strategy

End-to-end M&A advisory for buying an augmented reality company in 2016.


Deal Region : Europe
Deal Size      : $ 50 million

Sector(s):
Technology
Expertise:
Sell Your Business Private EquityDeal Strategy

Interim CFO and Strategy executive for a virtual reality company


Deal Region : Europe
Deal Size      : $ 50 million

Sector(s):
Technology
Expertise:
Deal Strategy

Sale of Tertiary healthcare Hospital Group


Deal Region : Asia
Deal Size      : $ 50 million

Sector(s):
Healthcare Systems & Services
Expertise:
Sell Your Business Private EquityDeal Strategy

Early stage and expansion phase funding for the acquisition of an Augmented Reality company.


Deal Region : Asia
Deal Size      : $ 20 million

Sector(s):
Technology
Expertise:
Business Strategy
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