Private companies often need to acquire new businesses or enter into joint ventures to obtain new technology or other such key assets, expand into new markets or industries, compete effectively in challenging commercial environments, prepare for an acquisition or initial public offering (IPO), pursue growth, gain revenue, or simply increase shareholder value. They are also often acquired, whether partially or entirely, by bigger companies for the same reasons. Sometimes owners may decide to exit a business, whether for lifestyle reasons, owing to deadlocks, due to death or disability, to start new businesses or because they want to retire but allow the business to continue running as a going concern.
After identifying a suitable target to acquire, or a suitable investor or buyer to sell or issue shares to, companies and their owners enter into a process to reach an agreement for the purchase, sale or investment. We advise on this process, on the specific stages to pass through, and on the documents to be negotiated, prepared, executed and implemented.
Structuring the Deal: we advise on the key aspects of the deal – how it is done, how it is paid for, and other key issues.
Preliminary Matters, including Due Diligence: we assist in negotiating and drafting preliminary documents like the term sheet and the non-disclosure agreement, and also help with legal due diligence – the investigation of the business by the buyer, to understand and value the business, and uncover undisclosed risks and liabilities.
Negotiating and Preparing Documentation: we advise on and help document the detailed terms of the sale, purchase or investment – what is sold, what assurances the buyer has, who bears what risks, what is to be paid, etc.
Completion: after the definitive agreement is signed, we assist with completion – when third party consents are obtained, when monies or assets are paid or transferred, and when ownership transfers, etc.
The private M&A transactions we advise on include:
- Asset Purchases
- IP-Driven Acquisitions
- Divestments and Spinouts
- Joint Ventures
- Growth Capital Acquisitions
- Share Purchases
- Intra-Group Restructuring
- Venture Capital Investments