Transaction Advisory

Transaction Advisory

Mergers & Acquisitions

The objective of every company is to grow and expand. Mergers and Acquisitions play a pivotal role in this aspect. The key considerations lie in finding a strategic fit partner for the company and to complete the transaction in the best deal. Our services are customized to meet the unique needs of each of our clients. In this aspect, we work with clients to:

  • Understand their requirements
  • Prepare financial model & evaluate potential synergies
  • Perform valuation
  • Recommend the share exchange ratio
  • Assist in deal documentation and negotiations
  • Strategic reviews/ Due diligence
  • Closure of transaction

We help the management of the company to identify the objectives for M&A and support them through each stage of the transaction including negotiation terms, preparing the agreement, etc. With our expert knowledge and deep industry experience of our professionals, we help the management through the entire process of M&A. The services provided by us are:

  • To identify potential acquisition targets
  • Due diligence
  • Valuation of the company by looking into the proposed benefits of the acquisition
  • Negotiating the terms of the deal and finalising it.

We, as a sell-side advisor, will discuss with management and prepare a business plan and valuation report of the company which will specify the range of values that the firm wishes to sell. We coordinate with the buyer and seller so that appropriate decisions can be taken within a reasonable time frame.

The services provided by us are:

1.Document Preparation:

a. Gather information about the company

b. Review market and industry data

c. Discuss strategy and set objectives

2. Marketing Program:

a.      Gather database of potential buyers

b.      Marketing strategies to be adopted for getting potential buyers

3. Respond to due diligence:

a.      Respond to buyer’s due diligence requests

b.      Convey the company’s strengths and opportunities

4.   Contract negotiations:

a.      Conduct early negotiations

b.      Facilitate responses to potential buyer’s queries

c.     Communicate tax considerations to be used in negotiation

d.     Close successful sale

Fund Raising

We assist our clients in meeting their financial needs for business through private equity. This is suitable for those companies which are looking forward to expanding, to enter into the new market, and evaluate investment opportunities. With our expert knowledge about industry and market, we advise on all aspects of private equity dealings from deal origination to exit strategy and execution. Our strong relationship with investors will make this process easier. Preliminary estimation of the valuation of the company is made based on the company’s financial statements, market conditions, and other relevant factors

The following services are provided by us:

1.     Assessment of fund required

2.     Preparation of financial model, valuation and pricing analysis

3.     Connecting the client to the right investor

4.     Providing guidance in negotiation

5.     Closing the deal

There are different modes of financing options available to growing companies with strong cash flows but it is very important for companies to select an ideal capital structure. We help in funding activities for diverse business requirements. We mobilize resources for corporate in the form of debt for various requirements like expansion, working capital, etc. Considering the cash flow of the company, debt required, and other relevant facts, we help in determining the amount of debt to be raised.

We syndicate deals across various banking channels like:

1.     Project and Working Capital loan

2.     Commercial loan

3.     Short and medium-term corporate loan

4.     Term Loans

5.     Project Finance

 The services provided by us are:

1.     Understanding the company, market, and the industry

2.     Structuring and evaluation of short, medium and long-term finance required

3.     Evaluation of the type and amount of debt

4.     Financial modeling and preparation of project report

5.     Assisting in sanction of long-term loan

6.     Assisting to secure working capital limits from banks

We, as professionals, advise on these matters and provide guidance on negotiations depending upon the issues involved, challenges faced by our clients and our deep knowledge about the sector.

Transaction Support

Our team of professionals has experience in performing due diligence across various sectors. Our team will co-ordinate with you and decide the scope of due diligence after considering the size and scale of each transaction and analysing the risks involved.

Due diligence is a crucial step in any transaction, as this will have a major impact on pricing decisions and also highlight potential risks which the investor should be aware of before entering into any transaction. We offer financial, tax and business due diligence both from the buyer’s perspective and vendor’s perspective. This includes:

  • Reviewing historical and projected financial statements to assure fairness of transaction and challenge assumptions regarding future business performance.
  • Performing industry and deal-specific SWOT analysis
  • Identify any liability/ potential risk which may have an impact on the deal
  • Understanding the performance of the target company and identify key driver

Effective integration, which enhances the synergy, is the key to success in any merger or acquisition deals. An efficient co-ordination can assist in reducing the time frame for a smooth integration, which is very essential in getting the best results out of the deal. For a successful integration, our team makes customized` plans and supports the management, as each transaction are unique. Interestingly, it is ideal that planning for post-merger integration should commence in advance, even before the deal is announced (after the deal is finalised). During this process, we help to:

  • Identify significant value creation opportunities across commercial, operations, working capital and tax, with potential to more than double the company’s trading profits along with significant cash and working capital benefits within a short time frame.
  • Assist management in preparing an implementation plan.
  • Effectively monitor each stage of integration to ensure that each stage is completed within the required time frame and provide guidance as necessary

Business Valuation

Business valuation is a process used to determine what a business is worth. Usually, every business owner considers getting a business valuation at the time of a major acquisition, the sale of the business, resolving a shareholder dispute or joint venture dispute, but every business needs to have an up to date business valuation on hand at all times. Possible reasons that a business owner or company may need a business valuation:
  • Setting a base value upon  which a strategy can be developed to enhance the business profitability
  • Opportunity to sell or merge
  • Raising funds
  • Addition of a new owner into the business
  • Contemplating an exit strategy of partners or shareholders
  • Business expansion strategies
  • Critical input for various decision-making process undertaken by management
  • Valuation of convertible securities like CCD, CCPS

There are three fundamental ways to measure what a business is worth:

  • Asset Approach
  • Income Approach
  • Market Approach

To conclude what a business is really worth, the results of several business valuation methods can be taken into consideration.

Our business valuation experts will coordinate with you to understand the business dynamics and its key value drivers. We assist by performing a valuation of the business, preparing Information Memorandum/Investor Presentations and supporting in equity or debt syndications.?

The role of brands, intellectual property rights (IPRs) and intangible assets are increasing in setting up the foundation for market dominance and continuing profitability of leading companies. These assets are widely accepted as the key drivers and contributors to the value and growth of businesses. Bankers, Investors and other stakeholders are most keen to the Valuation of Intangible Assets nowadays. Majority bankers and financial institutions are now in the path of funding against reputed brands and strong intangibles. Core Intangibles are being offered as collateral securities. This has led to a wide increase in the role of intangibles from the financial side. Moreover, the valuation of these intangible assets and valuation of Intellectual Property are required to be monitored on an ongoing basis. We have the professional and technical expertise to help our clients identify and depict the accurate value of their Intangible assets and Brand using approaches which are globally accepted and understood. Patents & Trademarks, Brands, Knowhow & Trade secrets, Computer software, licensing agreements and Customers are some of the important intangible assets. Intangible valuation is required for accounting purposes, mergers and acquisitions, reporting as per the applicable financial reporting framework, purchase price allocation,joint-venture negotiations etc.

Depending on the specific usefulness, utility or service of plant & machinery to the industry it belongs, valuation methods and value differ. It is very important to consider the contribution of the asset to the goods and services it is set up for. Estimating the worth of the plant and machinery in monetary value and how much it contributes to the revenue generation capacity of the entity is covered as a part of the valuation assignment.

Valuation of Plant & Machinery will be required to be done for Mergers & Acquisitions, Banking (Lending purpose), Financial reporting, Claims & Litigations support, Strategy planning & Management decision making, Disinvestment, IPO purpose, Impairment analysis etc.

Our independent valuation services allow companies to understand the value of an entity, asset, or liability so they can make informed business and investment decisions. Our mix of services is broadly based and tailored to our client’s specific needs and assist in their assessment of development projects, acquisitions, expansions, refinancing, restructuring and other transactions.

Employee stock option plans and schemes are being widely offered to employees nowadays, based on the concerned fair value and intrinsic value. Appropriate employee compensation expenses and reserves need to be created for the same.ESOPs need to be valued appropriately for regulatory & tax compliance purposes.

Estimating and arriving at the value of such share-based payments is a complex procedure depending on numerous variables and unique terms. Match valley assists both public and private organizations by providing tailored valuation models according to the client requirements. Assistance is offered in selecting the most appropriate method & other parameters.

Valuations are required before implementing various tax strategies as they are highly scrutinized by regulatory authorities. We have skilled expertise in tax purpose valuations and related consulting.

Our valuation service offerings:

  • Valuation with respect to capital gain tax purposes
  • Purchase price allocation for slump sale transactions
  • Tax restructuring valuations
  • Valuation for cross-border transactions involving transfer pricing regulations
  • Valuations in relation to corporate restructuring as per Companies Act

A fairness opinion is an independent objective analysis compiled by qualified analysts or advisors from a financial point of view as to the fairness of the financial terms of a business or corporate restructuring. There are many reasons for fairness opinions, most of which deal with transactions involving publicly listed and closely-held companies.

A fairness opinion provides guidance to the parties involved in a merger, takeover or acquisition. This could include the shareholders of the company being acquired. It is essentially a professional opinion supported by collected data.

The necessity for a Fairness opinion?

  • Merger or Acquisition by a public company
  • Division divestment by a public company
  • Management buyout
  • Bankruptcy, liquidation and Corporate Restructuring

Information Memorandum (IM)

Information Memorandum is a report prepared by the Company to present to its potential investors. It contains all the required information about the company which will have an impact on the value. The investment may be equity investment or debt finance. The details mentioned in the Information Memorandum include (but not limited to :

1. Investment highlights the Brief history of the company

2. The brief history of the company

3. Details about the team of the company

4. Market Overview

5. Major competitors in the industry

6. Report on a Financial model including valuation

7. Funding requirement

8. Return on investment

Our team have prepared Information Memorandum for numerous companies and have gained good exposure to various industries. Our team will help in preparing Information Memorandum and also assist in dealing with investors. We offer continuous support throughout the deal.