Mergers and Acquisitions
What is it?
Acquisitions (Buy) and/or Divestments (Sell) of a business is a complex process that usually requires the involvement of an experienced professional advisor. That is valid not only because of the specific know-how (different from the usual operational management) but mostly because of the strategic nature of such projects and therefore their high importance.
UniCredit Bulbank offers its clients professional financial advisory services that cover the full M&A spectrum, including buy-side and sell-side advisory, valuation services, fairness opinions and other.
Definitions
-
Acquisition is the process through which one company takes over the controlling interest (or significant minority stake) of another company. Acquisitions are often made as part of a company's growth strategy.
-
Merger happens when two or more firms agree to go forward as a single new company.
-
Sale / Divestment refers to a company selling off a portion of its assets.
-
Spin-off occurs when a division of a company or organization becomes an independent business or is sold as an add on to a willing buyer.
Advantages
Involvement of a professional advisor could be beneficial, in particular by providing support to:
- Define an M&A strategy and create a transparent competitive process aimed at maximizing value
- Find an appropriate target/seller, analyze the business, or assess the value of the company
- Execute and negotiate the transaction
- Help to choose other advisors and coordinate the work of all parties involved in the transaction (e.g. lawyers, accountants, tax advisors, commercial advisors, etc.)
Having UniCredit as an advisor on board provides:
- Dedicated local team
- Global reach of UniCredit Group's network
- Sector expertise through dedicated M&A sector teams located in Vienna
Whom is it for?
Appropriate for companies in attractive growth sectors or market leaders but also for distressed companies with preserved earning potential.
These products are suitable for all companies and sectors enjoying investors’ interest and in particular:
- Companies willing to grow especially if organic growth is limited
- Companies willing to diversify their portfolio both geographically and in terms of product portfolio
- Companies looking to profit from perceived undervalued companies
- Companies willing to sell their business/business units in order to concentrate on their core capabilities
- Companies willing to raise money and allocate the resource towards more profitable investments
- Companies / owners willing to make a successful exit from an investment in order to maximize shareholders equity
Frequently Asked Questions
There is no fixed timeframe, but the standard two-phase sale process usually takes between six months and a year. Depending on its complexity, a transaction could take longer than a year. The main phases are: (1) preparation phase, (2) marketing phase and non-binding offer, (3) due diligence phase and binding offer, (4) negotiation and signing, (5) closing.
An M&A transaction is a strategic and a resource-consuming exercise and therefore Company's commitment is of key importance.
The type and volume of disclosed information depend on the process phase but in any case the Seller should be ready to disclose detailed information, particularly during the due diligence phase.
No, usually the Seller is not obliged to sell. However any decision to cancel the process, especially if it is in advanced stage, should be considered carefully.
Yes, typically in an M&A transaction the Seller should engage a legal advisor and potentially other advisors if necessary (e.g. audit, technical, environmental, etc.).
Advisor’s main consideration is a success fee at completion, however a typical fee structure usually includes some retainers in the form of monthly retainers or milestone fees.