Divestiture of a Company
The divestiture of a company is a demanding transaction with far reaching consequences for all parties involved. Many different factors have to be considered. Therefore, a comprehensive and professional process is required. For the owner, the sale of the company is a unique transaction with considerable financial and non-financial consequences. Any mistake in the process is difficult to correct and costly to the owner in terms of reduced proceeds. It is a contradiction to build-up and manage a company professionally in order to sell it carelessly at a later stage. Therefore, the entire process has to be prepared with utmost care and concluded with the right partners at the best price as quickly and discretely as possible. We have the know-how and the experience to professionally manage the sale of a company to ensure that our client reaches the following goals:
- Discrete realization of the process
- Closing of the transaction with the most attractive partner
- Optimization of purchase price and further contractual conditions (e.g. reps & warranties)
The Sell Side Process
Creation of a detailed Information Memorandum
Every strategically interested potential acquirer should have a clear view of the business to be acquired. The basis of a comprehensive information memorandum supports the potential buyer in evaluating its interest in acquiring the contemplated company. Moreover, this preparation is essential to detect or anticipate the key problems of the process and to find corresponding solutions in time. Thus, the information memorandum should contain all necessary professionally prepared information, but not reveal sensitive information to competitors in the first phase.
Preparation of a List of interested Parties and Initiation of Contact
In close coordination with our clients we develop a list of potentially interested parties (partner list). This list is constantly revised to identify only the serious and strategically interested partners. These partners are then contacted by us in a matter of priorities. Our international network allows for a comprehensive partner search, particularly in Europe, the US and Japan. With the critical importance of financial investors in today’s market environment it is key to invite private equity funds to the process as this increases competition substantially. FERBER & CO. has longstanding contacts to all major private equity houses, allowing us to identify suitable interested parties.
Preparation and Coordination of Due Diligence
As soon as the most promising prospective buyers are identified, the information memorandum is distributed. Following the receipt of indicative offers, the group of potential buyers in the process is narrowed down further. Selected prospective buyers are invited to a management presentation and granted access to a comprehensive dataroom. On the basis of this information the prospective buyers will get a detailed impression of the business and will be able to formulate an unconditional final offer. The preparation of the management presentation, the dataroom as well as the coordination of dataroom visits and relating questions by prospective buyers and their advisors is coordinated by FERBER & CO. in close dialogue with the management and their legal advisors and auditors.
Final Offer and Negotiations
At this stage, the major objective is to identify the best and most interested buyer(s) among the prospective partners. Therefore, the routine and experience of an M&A advisor are of great importance. Following the selection of a preferred buyer (or more buyers), the final contract negotiations and disclosure of the most sensitive information are completed swiftly. FERBER & CO. serves as direct contact and negotiation partner during this stage, manages the negotiations and assists the management during this stage of the process.
Signing and Closing
As soon as the purchase price and the major conditions have been generally agreed upon with one of the potential buyers, negotiations have to be finalized. At this stage, we also coordinate the activities of our client´s advisors, particularly tax advisors, auditors and lawyers.
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