TRANSACTION MANAGEMENT | M&A | EXIT

You wish to be more involved in investment that you have been to date? As you know perfectly well, capital needs particular protection these days, and it has become more difficult than ever before. Are you planning investments in a new business (acquisition of shares) or subsidising an interesting start-up?

Or, perhaps, you are already negotiating and expect a prompt finalisation of the process? You know that the investment is worthwhile but not at any cost. The negotiations, meanwhile, came to a deadlock and you need an experienced advisor.

For more information about selling, i.e. exit from an investment, read HERE [CLICK]

Things to consider in a transaction

In addition to analysing financial statements and forecasts (financial models), as well as the business itself and its scalability, also the founders and team of the target company should be taken into account. Experience, time and funds dedicated by the members, and in particular their commitment to this particular project/company. You should take into account both soft, business aspects, as well as the hard ones. For instance, will an excessive dilution of the founders’ shareholding prevent their involvement in the company’s further development.

The company’s financial standing depends not only on investors’ support but also, or even primarily, on the market situation and on competence in selling and in managing the company’s liabilities. It is a vital parameter that needs to be analysed before entrusting your money to any company.

In the case of debt financing, when the company does not provide a return on investment in the form of a share in profits, you should also consider one other thing. Is the investment collateral offered by the company safe for the Investor. Not only in terms of its estimated value but also in terms of liquidity – meaning the possibility of quick sale should the company be unable to pay their current liabilities.

What is important in negotiations

Experience in negotiations and communication skills are extremely important. This applies not only to the Investor but also to supporting advisors. Their experience in business is – in addition to their competence in law and taxes – a very important asset which might be helpful in swift finalisation of the negotiations and ensuring advantageous terms of the transaction.

What does an M&A process involve

It involves primarily many levels of negotiations. In order to be well prepared for them, you need to conduct a proper due diligence analysis, that is thoroughly audit and identify your investment target.

The M&A process itself comprises:

• due diligence – that is an audit helping identify the risks entailed with the assets to be acquired, to obtain in-depth information about the components of the assets to be acquired (key contracts, rights etc.), and to eliminate or identify the risks
• negotiations – they are virtually a continuous process but are driven by the due diligence analysis
• determining the transaction structure – this depends on many factors, such as what is acquired, what are the risks, the buyer’s and the seller’s structure, tax issues etc. – this usually requires a separate analysis
• transaction – it may comprise several elements, and involve a single or multiple stages – usually it involves making an agreement containing obligations of each of the parties, the prices, terms of liability etc. as negotiated and prepared by the lawyers
• price payment – usually divided into tranches that become payable once certain conditions are met; it frequently involves escrow agreement or notarial deposit mechanisms for payment, with funds being deposited in a bank or at a notary and are disbursed upon having met certain conditions.

Why do clients choose us

Our team can boast of many years of experience in handling such projects both on the Polish, and on international market. We are barristers and solicitors, as well as restructuring consultants. We have a vast knowledge on business restructuring, tax aspects of transactions, with our own business and investment experience. We know exactly where to stop and what to focus on.

Many years of international experience

• We have been advising on mergers and acquisitions for more than 20 years. Our team has finalised more than one hundred transactions.
• We act as mediators when your negotiations get to a deadlock. We can get you back to the table and help you close the deal.
• We have a vast experience – in negotiations, comprehensive preparation of transaction documents, to managing and securing the investor’s interests post-transaction.
• We co-operate with a standing group of experienced foreign advisors, ensuring that your transactions in various jurisdictions run smoothly and securely in legal and tax terms.

360-degree service

• We conduct analyses and due diligence audits (legal and tax audits).
• We assist our clients in negotiations.
• We prepare investment agreements having in mind not only protection of the client’s interests but also the business objective of the transaction.
• We work in many areas. In addition to legal services and tax consultancy, our team provides support in business negotiations (concerning transactions and commerce) both in Poland and abroad.
• We represent our clients at regulatory bodies (e.g. UOKiK [the Office for Competition and Consumer Protection], KNF [the Polish Financial Supervision Authority]), courts, and tax authorities.
• We support our clients following the transaction – how? – we make sure that payment due for the transaction is made, agreed terms are implemented, and the other party’s obligations are performed.

Project examples:

LEADER OF THE LARGEST M&A TRANSACTION IN THE TMT SECTOR IN THE RECENT YEARS – AN ACQUISITION WORTH NEARLY PLN 3bn

We have closed one of the largest acquisition deals on the TMT market in many years! In addition to that, we were handling the business of one of the transaction’s three main beneficiaries – for instance by planning cash flows and payment for the transaction, negotiations, preparing a position and ensuring co-operation from the investment fund company involved in the process, settlement of flows within the structure, coordinating international aspects, legal and tax consultancy services, etc.

HANDLING AN M&A TRANSACTION ON THE U.S. MARKET WORTH USD 3mn

Advising one of shareholders in an M&A transaction concerning a US company being a leader in Java runtime environments; legal and tax consultancy, including planning, drafting documents, implementation and coordination of cash flow settlement between the parties to this international deal.

MANAGING ENTRY OF A STRATEGIC INVESTOR, SECURING THEIR POSITION IN A START-UP

Investor entry to Cools Group S.A. (manufacturer of ice cream) – due diligence analysis, negotiations on the letter of intent and term sheet, implementing the transaction, preparing the structure for investor entry (at the request of the investor, establishing a new joint-stock company), writing the articles of association and the structure of the subsidies chain, devising corporate governance in the new company.