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Transaction services

We provide a range of tailored services that add value throughout the process, from financial assessment of a target company through to assistance with preparation for sale or IPO to achieve a successful exit. We have an international network of due diligence practitioners across a wide range of sectors with extensive seal experience.

We assist at all stages of the investment cycle

Our typical clients

Due Diligence – financial assessment of the target business with a focus on what will enhance value.

Corporates

Deal execution – financial support from Letter of Interest stage, through SPA negotiation and pricing/value adjustment mechanisms for deal completion.

Global and local Private Equity and other financial buyers

Post deal – operational, cash and financial improvements that will enhance financial performance and returns on exit.

Entrepreneurs and Family Offices

Exit phase - exit readiness to properly prepare for sale or IPO, including ‘Dual Track’ processes.

Government-related entities

 

 

 

 Acquisition due diligence

 

Cash and  
Liquidity 
Review

 Vendor Assist

Vendor due diligence

 

Enter
(Due Diligence)

Negotiate
(Deal execution)

Improve
(Post deal)

Exit
(Exit Phase)

Red
Flag
Report 

Sale & Purchase Agreement reviews

 Post merger support

Working
Capital
Management

 IPO Readiness

Initial   
Public
Offering 

 


 

Acquisition due diligence

Businesses are frequently sold in an organized auction process. A competitive edge is vital and influenced by the ability to deliver speedy analysis around key issues.

Successful bidders will need to complete focused due diligence to confirm price, funding and identify issues that require reflection in the sale and purchase agreement and completion accounts or the ‘locked box’ mechanism.

What we do

  • We work alongside you at every stage of the acquisition process to provide support in analyzing the key issues that affect your bid.
  • Our scope typically includes an initial assessment of critical areas in a “Red Flag” report, with summarized findings of key deal issues, implications and advice, followed by a second phase of more in-depth due diligence review of the target business and financials.

How we can help

  • Our scope of work can be tailored to best suit your key focus areas and we offer a wide range of Due Diligence disciplines, including: Financial, Tax, Pensions, Operational and IT, Strategy and Commercial; Integrity, and Environmental & Sustainability.

 

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Vendor assist 

Vendor Assist is the provision of a coordinated suite of services, tailored to our clients’ needs to compliment existing skills and resources, to address the challenges faced prior to and throughout the disposal process.

What we do

Our dedicated transaction services professionals provide an integrated offering utilizing the wealth of sell side experience across the firm. Working closely with your team we identify and resolve issues in the divestment process and offer a suite of Vendor Assist services specifically tailored to the level you need.

How we can help

The Deloitte approach is to offer assistance at every stage in the disposal process but our involvement can be as limited or as extensive as the situation demands. This ensures that you do not spend money on services that you can perform yourself. Examples of our services include, but are not limited to:

  • Portfolio review;
  • Transactional readiness review;
  • Project management;
  • Financial and operational carve-out;
  • Separation planning and implementation;
  • Data room support;
  • Commercial/operational review;
  • Vendor due diligence;
  • Pensions and human capital support;
  • Sales purchase agreement support;
  • Tax review and structuring;
  • Financial reporting procedures and transaction advisory; and
  • Treasury support.

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Vendor due diligence

Investors now require a greater degree of information prior to committing their own resources. A vendor due diligence report is ideal when there is a competitive tension and a number of potential buyers.

The challenge for senior management is to ensure that the vendor due diligence reports provide a consistent sales message, whilst maintaining a robust and independent view in order to instill confidence in the potential buyers.

What we do

  • Our dedicated sell side professionals are adept at providing vendor due diligence services across a wide range of industries and clients. With professionals based in the ME and access to global expertise, our expert guidance can be tailored to suit your needs and individual circumstances.
  • Working closely with your team, we identify and resolve issues in the divestment process to provide a vendor due diligence product, which enables you to retain control of the process and reduces disruption to the existing business. Our services normally go hand-in-hand with a managed sale process and controlled data room access. Our vendor due diligence offering can cover a number of areas which can be tailored to your needs, and the specific needs of the bidders, including: Financial (historical and future); Tax; Operational; Commercial and strategic; and Pensions & HR.

How we can help

  • Vendor Due Diligence is key to a sale process in the following scenarios:
    • The nature of the transaction means that due diligence will be a pre-requisite for any bidder
    • There are a number of potential purchasers involved in an auction process;
    • The timetable is tight and the maintenance of confidentiality is important;
    • Disruption to the business is to be avoided; and
    • The transaction is complex in nature and you wish to control the level of questions/information requests from potential purchasers. 
  • The benefit to you is that indicative bids will be of a better quality and you retain control of the process.

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IPO readiness and assist

 

  • The following are some key questions and issues which require consideration from management and shareholders of a company considering an IPO:
    • If the rationale behind your IPO is to raise equity capital, have you considered all alternative strategies and which exchange to use? 
    • Are you sufficiently familiar with the listing process and roles of the various advisors in the process (e.g. banks, accountants, lawyers, etc)? Have any of these advisors already been appointed? 
    • Do your information systems support the high quality management and financial reporting information as required for a public company?
    • Have you prepared a business plan in the light of your business being a public company; and have you articulated the use of IPO proceeds, considered their proposed dividend policy, etc?
    • Have you prepared a sufficiently robust and integrated valuation model that incorporates your cost of capital, can be flexed, can test applicable banking covenants and provide projected cash positions?

How we can help

  • Perform an IPO readiness review to assess the existing financial reporting, business controls, corporate governance and management information systems, and address any deficiencies 
  • Due diligence on the business to be listed ( financial, tax, operational, commercial, environmental, insurance and IT areas) to assist in drafting key sections of the Investment Circular 
  • Reporting Accountants (historic financials, working capital)
  • Provide financial modeling services to generate a robust business plan, fit for purpose for an IPO
  • Independent assessment of valuation

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Sale and purchase agreement review

 

Whether you are selling a business and want to achieve a clean exit at a predictable price, or buying a business and want appropriate remedies in place if the target’s financial position is not as expected, the financial terms of the Sale and Purchase Agreement (SPA) are key.

Who we are

  • As the first among the big four firms to offer a dedicated, merger & acquisition-based SPA service, we can provide you with a significant advantage in the deal process. With a team of full-time specialists based within our due diligence practice, we advise buyers and sellers on over 150 transactions a year across a whole range of industry sectors, geographies and deal sizes.

What we do

  • We advise our clients on the cash accounting aspects of SPAs. Working closely with the core Deloitte team and your lawyers, we identify commercial issues early and ensure these are appropriately reflected in the SPA so that they can be converted into real value. We typically gain or save 5% or more of the headline price for our clients at a cost that is generally a small fraction of the value delivered.

How we can help

  • Whenever you are doing a transaction, our teams can assist with:
    • Structuring the purchase price adjustment mechanism;
    • A “Locked Box” mechanism;
    • Agreeing net asset or normal working capital targets;
    • Accounting policies and definitions for the completion accounts; and
    • Accounting warranties and indemnities.

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Post-deal services

 

To support and help develop plans for early ownership/first 100 days in order to leverage change momentum in realizing value and enhancing operational benefits.

Who we are

  • A combined multi-disciplinary team including the due diligence team combined with our dedicated Post Merger Integration team. 

What we do

  • Post merger support which can include cash and liquidity review as well as operational review. 

 

Key contacts

Declan Hayes Declan Hayes
Managing Director
Tel: +971 (0) 4 506 4740
dehayes@deloitte.com

 

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