Mergers and Acquisitions

ARSEN-SFAI's mergers and acquisitions specialists support clients through the process of buying and selling companies with a clear, value-adding approach.

Sell-side advisory:

This service covers the sale of all of a company's shares or a certain proportion of them (minority or majority) and finding the right investor who adds value to the company. The process consists of 6 key stages:

Preparation stage:

• At this stage, the transaction structure and objectives are first set and the process is defined
• How the process will be run and the timetable are determined
• Information is requested from company management for the company presentation documents to be shared with potential investors (information memorandum, teaser)
• Support is provided in determining the company/share value and preparing the business plan

Identifying and contacting investors:

• Building a list of potential investors and confirming it with company management and shareholders
• Contacting the companies on the potential investor list and testing their initial interest
• Sharing the teaser and the confidentiality agreement with potential investors
• Preparing a detailed information memorandum

Pre-offer process with investors:

• After the teaser has been sent, sharing the detailed information memorandum with interested candidate investors who are considered suitable to proceed
• Running the question-and-answer process with potential investors
• Obtaining first-round offers from potential investors

Non-binding offer:

• Obtaining non-binding offers and analysing them together with company management and shareholders
• Negotiating the offers received from investors together with company management and shareholders

Due diligence:

• Preparing a virtual and/or physical data room for due diligence
• Coordinating the parties during the due diligence process (financial, legal, tax, technical, commercial, etc.)
• Planning and coordinating site visits
• Preparing the management presentation
• Preparing the share purchase and shareholders' agreements together with legal advisers

Binding offers, final negotiations and completion:

• Obtaining and analysing binding offers and selecting the candidate investor or investors to continue with
• Setting the negotiation strategy and conducting the negotiations
• Holding final negotiations on the share purchase and shareholders' agreements
• Signing the agreement and completing the sale

Buy-side advisory:

This is support provided to investors who, for financial or strategic reasons, wish to acquire all or part of the shares of a company in any sector. The process consists of the following stages:

Preparation stage:

• Carrying out strategic analyses such as drawing up a sector roadmap from the investor's perspective and determining the transaction size and geography
• Determining the acquisition method (asset purchase or share purchase)

Identifying and contacting target companies:

• Defining the target company list with the investor and contacting the target companies

Pre-offer process with target companies:

• Evaluating the operational and financial information received from target companies and running a question-and-answer process with companies that meet the criteria
• Carrying out preliminary valuation work

Non-binding offer:

• Submitting the non-binding offer and holding the first round of negotiations

Due diligence

• Coordinating the due diligence work and the relevant advisers (financial, legal, tax, technical, commercial, etc.) and evaluating the findings
• Preparing the share purchase and shareholders' agreements together with legal advisers

Binding offers, final negotiations and completion

• Submitting binding offers
• Setting the negotiation strategy and conducting the negotiations
• Holding final negotiations on the share purchase and shareholders' agreements
• Signing the agreement and completing the acquisition

Independent IPO advisory

Capital markets transactions are a long and demanding process involving banks, lawyers, advisers, investors, capital markets institutions and even the public. As an independent IPO adviser, we draw on our experience in corporate finance, capital markets and coordinating complex, long-running workflows so that shareholders are properly informed, well represented and positioned in the best possible way in the capital increase.

• Structuring market solutions
• Developing the equity story
• Positioning the IPO and carrying out preliminary valuation work
• Structuring the IPO process
• Coordinating the proposals to be obtained from syndicate members and advisers, and
• Supporting company management when selecting among the proposals received
• Monitoring syndicate members and coordinating them efficiently throughout the process
• Identifying target investors
• Coordinating the marketing processes
• Coordinating the due diligence process
• Overseeing the IPO documentation and commenting on the documents
• Proposing a price range