Mergers & Acquisitions

Purchase Mandate  
 
For strategic purposes, a company may decide to take over an identified target in its market, or it may choose to diversify its activities by investing in another sector.

Corporate Finance’s role is to assist the clients in defining and implementing this strategy by identifying potential targets and advising the clients at all stages of the transaction.

Sale Mandate         
 
Corporate Finance signs a sale mandate with a client, whether a person or a legal entity, when the client wishes either to dispose of a company in which it holds shares, or to dispose of part or all of the assets it holds in a company.

Corporate Finance’s role is to assist the client in the following transactions: valuation of the company, drafting of an Info Memo, search for potential buyers, negotiations and setting up the deal (supervision of legal and fiscal aspects can also be addressed)…

Privatisation 
 
Privatisation is the process of converting a publicly operated enterprise into a privately owned and operated entity.

Privatising a company provides the opportunity to forge strategic alliances with other partners by bringing in private shareholders. It opens the company to the world economy and encourages the development of the local private sector. Corporate Finance has served as advisor in privatisations to a large number of governments, particularly in the emerging markets of Latin America, Africa and the Middle East.

Merger 
 
In order to acquire critical mass, companies may need to become larger. Two groups in the same sector that merge are able to strengthen their commercial positions on an international level.

Link-ups are also possible between companies in different but complementary sectors. Upon completion of the merger, the two companies will have pooled their assets and their activities, creating a new entity. Mergers may follow on a takeover bid or an exchange offer. The ad-hoc sector, geographic or product teams -such as the Advisory to Listed Companies team- work together, assisting the client in every step of the transaction, which is a relatively long process: business valuation, definition of merger parities, dealings with stock exchange authorities, etc.

Fairness Opinions 
 
A fairness opinion is a professional judgement on the fairness of a given transaction's financial terms, particularly vis-à-vis minority shareholders.

A fairness opinion is an opinion given by a third independent party (investment bank, valuation firm, auditors) on the financial terms of a transaction (disposal, contribution, merger) especially if it can create a conflict of interest between the parties to this transaction (sale by a parent company of one of its assets to its listed subsidiary, which also has outside shareholders). This opinion is submitted in the form of a letter and is most frequently based on detailed valuation work. The aim is to provide the shareholders or directors who will have to make the decision with deeper insight into financial aspects of the transaction.

Corporate Finance can be mandated by a client as the third independent party referred above to issue a fairness opinion on the financial terms of a transaction.