Buy Side Services

Any organisation considering an acquisition needs to check all the assumptions it is making about that transaction. Financial due diligence provides peace of mind to both corporate and financial buyers, by analysing and validating

• commercial facts,
• historical financial performance, and
• projected financial performance including future cash-flows

by considering risks, advantages and assumptions made.

Financial and strategic goals of our approach:

• Provide an independent view on the proposed acquisition
• Quantify risks, advantages and synergies
• Maximise the transaction value
• Structure the transaction tailored to meet your specific requirements
• Develop efficient completion accounting and price adjustment mechanisms

For companies involved in an acquisition or disposal process tax issues are often paramount. Therefore, we address tax issues in an early stage of a proposed transaction. In our recommendations, we consider the impact on valuation and representations and warranties in the sales and purchase price agreement.

Creating an optimised tax structure is one of the key success factors in a transaction situation helping clients to realise tax benefits. Our tax structuring services are designed to:

• Avoid and minimise transaction taxes
  
• Analyse tax impacts of different purchase price allocations
• Optimise integration of acquired businesses

• Erstellung von integrierten Unternehmensplanungsmodellen inklusive Gewinn- und Verlustrechnung, Bilanz und Kapitalflussrechnung

• Develop the transaction strategy
• Plan and structure the transaction process
• Identify and select potential targets in Germany and abroad
• Analyse publicly available information (published financial statements and other sources of information) together with information available at client

Assisting clients and their legal advisers with financial and tax related aspects of a sale and purchase agreement forms an integrated part of our services making sure results of due diligence work are properly reflected in binding contracts.

Buyers need to quickly gain control of the acquired business once the deal has been completed, in particular in terms of confirming insights achieved and addressing threats and opportunities identified during the acquisition phase resulting from the due diligence.

Post deal support services comprise:

• Act as Interim-CFO or Controller
• Set up and implement monthly reporting to shareholders and banks
• Set up and implement business planning and controlling tools
• Conversion of German GAAP financial statement information to the
  International Financial Reporting Standards
• Perform Purchase Price Allocation (PPA) in accordance with German GAAP or IFRS
• Support clients regarding documentation requirements for intra group transactions (transfer prices) post-acquisition

Review of Closing Accounts including calculation of final purchase price adjustments in accordance with price adjustment mechanisms agreed in Share or Asset Purchase Agreements.

We undertake market and competitive analysis, usually to help underpin strategic investment / divestment decisions or to perform wider strategic assessments. We can provide support before an acquisition or divestment or as part of it through commercial due diligence. We give reliable opinions on future potential, upsides and risks, based on an assessment of the market supported by fact-based analysis. We offer respective market and competitive analysis to support the strategic planning process.