DCPA Transaction Advisory team has built solid expertise and significant experience in the following service tasks:
Almost every corporate transaction or an investment consideration requires an independent, third-party assessment of valuation to ascertain the fairness of the proposed or offered price. Our team will help clients by supplying impartial and objective analysis and rendering opinions in the course of M&A or any similar corporate transaction taken up by clients. Our unbiased position protects the integrity of the assessment.
Discounted Cash Flow (DCF) analysis, relative valuation (also called comparable valuation – normally consisting of transaction comparable and peer/trading comparable analyses) and Net Asset Value (NAV) or Adjusted Book Value are among the most common valuation methodologies to employ. In certain instances, rule-of-thump valuations are also utilized to the extent available and possible, though mostly for cross-checking purposes.
Valuation can either be independent assignment engaged by a client, or part of a broader engagement (M&A Advisory – the full scope, Transaction Support – less than full scope) toward the goal of deal closing. In the latter case, we will utilize valuation as a tool to assist clients in negotiation with the target/buyer.
[Commercial] Due Diligence
A decision on an investment or a corporate transaction is only as good as the information and analysis that feeds it. We support buyers or investors with a comprehensive due diligence service that can encompass data as varied as:
- A close look at strategic vision and positioning
- Review of financial, commercial and marketplace performance
- Analysis of operations and technology
- Review of balance sheet, assets and liabilities, as well as overall investment strategy
- Industry, products, markets, facilities, employees, pipeline and growth opportunities analysis.
Our due diligence process can be implemented regardless of sector, industry or type of business. We can deliver targeted due diligence in one particular area (e.g., finance) or a complete, turnkey solution that encompasses all disciplines relevant to a given investment, including legal and audit. By running the entire process, we can ensure that all necessary information has been surfaced and all issues have been discussed.
Occasionally, we can be hired by a business vendor or seller to conduct a vendor due diligence as part of grooming homework to help the vendor in good preparation for the sale and in a bid to increase vendor’s bargaining power and thus maximize the selling price.
M&A Advisory/ Transaction Support
DCPA is confident to have the right expertise and resources to advise and support you through every stage of a corporate transaction from the very beginning to successful closing, in both buy and sell mandates. Whether the target is listed or privately held, we bring an independent perspective and a high level of technical expertise as well as professional network.
Whether it is a buy or sell mandate, we usually structure a transaction into four phases in the following numerical order:
- Preparation: We agree with Client on (target/ buyer) identification strategy, do some homework with Client (to make sure to look good in front of buyers/targets), prepare long list of targets or buyers, draft marketing material.
- Identification: We identify the right targets based on the criteria set forth and agreed with clients. The identification can be approached in a systematic and extensive way or alternatively in an opportunistic or ad-hoc fashion, depending on clients’ budget (time, money) or preference. We help establish direct contact with a target or buyer assigned by clients, on an anonymous or onymous basis. We contact potential targets, distribute marketing material and exchange relevant information; assist in evaluating the targets/buyers and making/obtaining indicative offers.
- Qualification: We help select the best offers or targets, assist in due diligence and high-ranking meetings, draft share sale/purchase agreement.
- Finalization: We help negotiate on the Share Purchase Agreement (SPA) until signing it and making payment and transfer of shares.
We have extensive experience as well as a hands-on methodology to identify and implement the optimal structure for transactions. By understanding the underlying strategy and success factors in a given transaction, our team has the creative flexibility to propose innovative solutions to complex legal and financing structures and in so doing maximize value.
Any engagement whose scope is narrower than the above in any way is called Transaction Support.