Transaction support

Our team provides specialised due diligence and the related mergers and acquisitions (M&A) services for Ukrainian and multinational corporate and equity clients. Acquisition due diligence provides a prospective purchaser with objective information about the target and assesses the risks of the anticipated transaction. The results of our analysis may therefore support the purchaser in negotiations with the target and adjusting the proposed purchase price.

Our commercially focused support, from deal screening and origination to comprehensive due diligence brings together integrated teams, specialising on financial, tax, legal, commercial, HR, operational, compliance, ESG and IT due diligence, to deliver the high-quality analysis required to support an informed decision on a transaction.

We provide bidders with a high quality, independent and focused due diligence report. This ensures all bidders have the information
necessary for them to bid with confidence. Vendor initiated due diligence maximises value, minimises disruption and reduces the risk of unpleasant surprises, late in the disposal process.

In difficult and volatile markets, senior management
inevitably look to review their strategic options and one outcome may be to consider divestment. Once a decision has been made, optimising the outcome can
be challenging and time consuming.

During Vendor Assist we work closely with your team to identify and resolve issues in the divestment process and offer a suite of services specifically tailored to your needs. Examples of our services include, but are not limited to:

• Data book preparation
• Data room preparation and management
• Transactional readiness review
• Project management
• Financial and operational carve-out
• Separation planning and implementation
• Transaction structuring

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. 

We can help by proposing or reviewing the following matters:

• purchase price adjustment mechanism
• dealing with a ‘locked box’ or completion accounts process
• assessing the impact of cash, debt, net working capital, net assets and any other financial indicator
• earnout clauses
• advising on how to set the level for target working capital
• reviewing or drafting accounting policies, including their hierarchies, and accounting definitions
• indemnities, representations and warranties relevant to due diligence findings

We render financial, tax and legal structuring advice as well as negotiation support.

To support completion of the deal we review fulfilment of the “cure steps” and condition precedents.

After completion, we perform analysis of completion accounts and assist with calculation of the purchase price adjustments.

We also advice our clients post transaction, including PPA, assistance in post merger integration, transition service agreements and other areas.