Corporate finance consultancy modules

SAXO offers modular consultancy services in selected areas including implementation support and monitoring to make sure that set objectives will be achieved.

The modular set of services with pre-defined milestones enables clients to permanently assess progress, costs and success of the project

Mergers & acquisitions workshop

Aims at establishing a common understanding amongst shareholders and management of the major phases of a transaction, transaction requirements, potential adjustments as well as timing for the transaction

Main content:

  • Discussion of short- and mid-term strategy; SWOT analysis, current market conditions and developments, strategies of main competitors, major success factors
  • Major value drivers, potential strategic/other adjustments
  • Shareholders’ expectations with regards to a strategic partner / investor as well as main (personal) objectives of shareholders / management associated with the transaction
  • Overview of preparatory activities and phases of a transaction
  • M&A and investment activities in the industry (who is buying / what?)
  • Discussion: which potential investors would have the strongest interest in the company under existing circumstances
  • Current valuations and transaction structurings

Result:

  • Common understanding amongst shareholders and management of requirements, adjustments, phases and timing of a M&A transaction

Time required:

  • ½ -1-day workshop. Approx. 1½ -2½ days in total depending on individual objectives and required preparatory work

Information memorandum/fact book and management presentation

SAXO supports in drafting documentation to address and inform potential acquirors / investors when looking for new / additional shareholders, selling the company, looking for additional financing or for other purposes (e.g. reporting requirements, ratings, negotiations with banks, joint ventures, partnerships)

Main content:

  • Analysis of status quo and completeness of data base
  • Support in defining and describing the business model
  • Support in market and competitive analysis
  • Support with respect to a SWOT analysis and determination / presentation of key opportunities and threats
  • Support in putting together financial data (forecast / plan)
  • Drafting of information memorandum / fact book with typically 40 to 50 slides in ppt format with appendices as well as drafting of the corresponding management presentation

Result:

  • Information memorandum / fact book and presentation to address potential investors

Time required:

  • 1-2 days to assess information available and collect information – typically in connection with a management workshop. Thereafter 10-15 (for entire drafting and design up to 20) days depending on existing documentation, complexity and completeness of information

Evaluation of (unsolicited) offers to acquire shares

Management and shareholders of a company are usually not prepared when receiving an unsolicited offer for the acquisition of a shareholding but need to react without too much delay. SAXO supports the offeree in the preparations for as well as in the process of conducting negotiations with the bidder.

Main content:

  • Evaluation of the general attractiveness of the offer and the bidder
  • Determining critical issues
  • Analysis and optimization of internal documentation / drafting of documentation to support negotiations
  • Provide overview of general process with dos and don’ts
  • Preparation of negotiations based on analysis of critical issues for a letter of intent, for due diligence as well as for the share purchase agreement (including overview of major content)

Result:

Support and optimization of discussions / negotiations with bidder; evaluation of alternatives as well as timing for alternative strategies

Time required:

  • ½-1 day workshop. Total of 2-3 days depending on individual requirements and required preparatory work
  • Time required for on-going support to be defined according to individual requirements and transaction specifics

Indicative company valuation

Aims at determining an indicative company value or range of values prior to or in connection with a potential change in the company’s ownership structure (disposal, acquisition, merger, MBO/MBI, employee participation, etc.)

Main content:

  • Screening of existing data base
  • Analysis of historic financial data with regards to sustainability and potentially required eliminations
  • Screening of business plan and plausibility check
  • Determining an indicative company value

Result

  • Indicative company value including valuation assumptions

Time required:

  • ½-1day workshop to assess information available and specify objectives. Thereafter 3–4 days depending on complexity and completeness of information

Controlling / reporting / forecasting workshop

Aims at establishing a common understanding of the objectives related to a controlling and reporting system as well as on how information can be used to better manage and forecast the company / the company’s financials

Main content:

  • How to size the company’s controlling system in accordance with the company’s needs
  • Reporting from the perspective of banks / investors / shareholders and how to use reporting as a short- and mid-term management tool
  • Bringing together information from the reporting system with additional knowledge of the company /of market developments for forecasting purposes
  • Determining the most relevant company indicators and efficiency potentials
  • Setting up a forecasting process

Result:

  • Common understanding of an efficient controlling and reporting system; ideas to improve the forecasting process

Time required:

  • ½-1 day workshop. Total of 1-2 days depending on individual requirements and required preparatory work

Management and employee participation schemes

Providing for additional compensation/motivation elements for management and/or employees to increase employee commitment and motivation

Main content:

  • Analysis of status quo (ownership structure, existing compensation models, objectives)
  • Evaluation of potential participation schemes
  • Structuring of the preferred participation scheme
  • Drafting of primary content of required agreements (to be drafted by the company’s lawyers)
  • Ongoing project management including contact to tax advisors, lawyers, etc.
  • Support in the implementation of the participation scheme (documentation, presentation to employees, etc.)
  • Optional: ongoing supervision and administration of the management and employee participation scheme

Result:

  • Management and employee participation with related agreements. If required: ongoing administration of the participation scheme

Time required:

  • 1–2 days for pre-evaluation.  Approx. 10–15 days for structuring and implementation support

Financial check-up

Aims at analyzing the company’s financial position in order to evaluate financing options for investment projects as well as in preparation of recapitalizations

Main content:

  • Analysis of balance sheet structure
  • Analysis of results (historic, forecast and plan) as well as benchmarking
  • Summary of conclusions
  • Determination of potential measures for the optimization of the financing structure

Result:

  • Overview summary of the company’s current position with regards to financing structure and financing options

Time required:

  • ½-1-day workshop to assess information available and specify objectives. Thereafter 2-4 days depending on complexity and completeness of information

Financial restructuring and recapitalisation

Aims at securing the going concern of the company or the realization of growth strategies by ways of a „clear up“ of liabilities and of the shareholder structure through settlements with creditors and specific existing investors as well as equity issues to new investors

Main content:

  • Analysis of status quo and set up of a turnaround concept
  • Initiation and conduct of negotiations with investors and creditors
  • Putting in place settlements with creditors and stakeholders (agreements, payment schedules, etc.)
  • Advice on recapitalization measures and equity issues to new investors as the case may be

Result:

  • Financial starting point for the implementation of restructuring measures and the realization of growth strategies after a successful turnaround

Time required:

  • 2–3 days for the pre-evaluation of the potential for success. 20–40 days for the overall project depending on complexity
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