Mergers and Acquisitions (M&A Consulting)

Our multi-sector mergers and acquisitions service can help you achieve the best outcomes for your investments

At Plutus, we work on mergers and acquisitions with clients across many industries and business sectors around the world helping our clients manage the complexity of end-to-end M&A deals – be they acquisitions, divestments and carve-outs.

Our specialist knowledge, international presence and collaborative approach is key to driving successful outcomes for all parties.

TYPES OF MERGERS AND ACQUISITIONS

Our market focus is in the Financial Services sector– with varying trends and specifics across banking, insurance, asset and investment management, all impacting M&A strategy, planning and execution in a unique way.

With a deep understanding of these areas, and our ability to bring relevant skills, expertise, and strategic leadership to develop customised solutions, makes us critical to supporting you in this sector.

Specialising in mergers and acquisitions, divestments, carve outs and valuations of £1m to £1bn of companies based in UK, Europe, US and Africa, concentrating in the following sectors:

Financial Services:

  • Banking (Investment, Retail & Commercial)
  • Asset & Investment Management
  • Private Equity
  • Venture Capital

Other sectors:

  • FMCG
  • Media
  • Oil
  • Telecoms

MERGERS AND ACQUISITIONS MEANING

Mergers and acquisitions (M&A) are transactions in which the ownership of companies or their operating units, including all associated assets and liabilities, is transferred to another entity.

A merger is the consolidation of two entities into one, whereas an acquisition occurs when one company takes over ownership of another.

M&A enables organisations to expand or downsize and to adjust their competitive position; which is part of the business lifecycle, providing opportunities for growth and diversification.

It is a dynamic environment with volumes that can rise and fall from year to year.

The structures of the transactions and the reasons they are entered into, can change as well.

But one thing stays the same — the completion of a merger can involve a staggering number of details, especially if the deal has an international component.

The entire M&A process requires precise timing.

If a compliance or transactional detail falls through the cracks, your organisation can face delays, penalties, and other issues. To help mitigate these risks and develop a solid merger plan we support the various phases of the deal from due diligence work to deal closure.

Plutus mergers and acquisitions

OUR MERGER AND ACQUISITION PROCESS

We follow an eight-step process ensuring completeness of coverage and a clear strategy of targeting areas of specific need, from deal initiation to transaction closure and beyond.

OUR MERGER AND ACQUISITION STRATEGIES

Below we outline our deal process to explain how we work.

1. Strategy development

An M&A strategy can help set clear expectations for all involved. While each deal is unique, any strategy should address what your company hopes to achieve with the deal and how it will get there.

2. Target Identification / Deal closure

During this phase, legal teams must search and evaluate potential target companies.
Knowing who and what is involved and how the pieces are related will help guide the due diligence process.

Mergers and acquisitions process

This can be broken down into the following steps:

a) Determine the constituents. If you are looking at a general merger, you will want to identify the target. In a triangular merger, both the target and the subsidiary must be identified.

b) Identify any subsidiary or related entities. You’ll need to know what they are, what industries they work in, and where they’re located. Also important is whether they are qualified to do business in other states and countries.

3. Valuation analysis and Negotiation

To properly value and determine the suitability of the target company in line with the M&A strategic plan, legal teams need access to as much information as possible regarding the target’s operations, customers, financials, products, and more.

Once the entities are known, the next step is to find out if they are in good standing and in compliance with all jurisdiction requirements.

If not, it could be a deal breaker.

Once valuation models of the target company have been produced, your firm can present an offer and move onto the negotiation phase where terms are discussed in more detail.

Plutus can help with the valuation analysis and negotiations to confirm all entities are known and in good standing.

4. Conduct due diligence

This is usually the most time-consuming and critical part of any M&A transaction. M&A due diligence requires a detailed examination and analysis of the target company from both internal and external sources. This helps verify the target’s value and identifies liabilities.

Due diligence tasks in M&A include:

As negotiations progress, Plutus conducts due diligence to verify value, identify liabilities, and complete all searches – working closely with both buyer and lender counsel.

5. Deal closure

With due diligence complete, parties make the final decisions on moving forward to execute the transaction. For legal teams, this comes with several responsibilities. Corporate or pre-clearance filings must be made in advance of the closing date. These include merger filings, amendments, ordering of good standings, or issuance of bring-down letters.

Payment of filing of annual franchise taxes may also be required for an entity to properly merge.

Once a merger is agreed to, Plutus can help with actions needed before filing merger documents including reserving a name, reinstating an entity, forming an acquisition subsidiary, obtaining supporting documents, and more.

6. Financing and restructuring

Although financing options were explored during the M&A planning process, the final details typically come together once the purchase and sale agreement are complete.

To help you avoid delays and ultimately close the deal, an independent director/manager, springing member, or special member may be appointed. These directors serve on the boards of your entities to safeguard your assets.

During this phase, filing the required forms and conducting post-closing searches is critical to ensure transactional or deal success.

7. Integration and back-office planning

Managing the integration of an acquired company is a full-time job and should be treated as such. Both parties should work together to ensure a seamless integration. For legal teams this means entity planning and compliance work in the localities involved. Tasks include the following:

If your team doesn’t have the expertise or the bandwidth for post-merger tasks, leverage the expertise of external resources to help get the job done.

8. Post-merger compliance and ‘Business as Usual

Post-merger integration is often overlooked but is a critical task to reaching a “business as usual” goal and is a determining factor in the success or failure of any deal.

After the long cycle of completing a merger, there is still so much to do.

Often, the compliance requirements associated with the surviving and non-surviving entities are the last items to make the list – if at all. In fact, most companies aren’t aware of what’s needed beyond receipt of evidence of the merger.

Post-merger compliance is a critical and complex series of activities, and not completing the steps poses significant short and long-term risks.

The work doesn’t end there. We can qualify your company in new jurisdictions and withdraw it where it will no longer be doing business. We can research and update business licenses and permits, tax registrations, and assumed name registrations.

Once the merger is complete, it’s important to continuously monitor the success of the newly established entity with ongoing good standing and health checks to ensure there are no compliance issues.

About Plutus

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Plutus Consulting Group is a Mergers and Acquisitions company based in London, with offices in Zurich and Luxembourg. We are well placed to support your end-to-end M&A requirements or support your teams with specialist skills needed for deal success.

We listen, we learn, we lead.

FREQUENTLY ASKED QUESTIONS

We have answered some frequently asked questions relating to mergers and acquisitions.

Q. What are mergers and acquisitions

A merger is the consolidation of two entities into one, whereas an acquisition occurs when one company takes over ownership of another.

Q. Do mergers and acquisitions create value for shareholders

Yes, they do, but due to frequent deal complexity can fail to deliver expected values.

Q. Are mergers and acquisitions the same

No, they are not – a merger is the consolidation of two entities into one, whereas an acquisition occurs when one company takes over ownership of another.

Q. Why do mergers and acquisitions happen

M&A enables organisations to expand or downsize and to adjust their competitive position, which is part of the business lifecycle, providing opportunities for growth and diversification.

Q. Why mergers and acquisitions are important

They are important because they allow businesses to grow, prosper, diversify, spread risk and can have material commercial benefits.

 

Q. Are mergers and acquisitions successful

They can be, but need to be managed and coordinated for a greater chance of succeeding in the objectives and strategies that are planned.

SPEAK TO OUR M&A CONSULTANTS

So, you may be thinking, what makes Plutus different?

  • We are adaptable, agile, and skilled at managing ambiguity well.
  • We are extremely well-connected.
  • We become your trusted partner.

Above all, we have a definite sense of true north; we’re ethical, experienced, strategic, and smart.

Simply, we’re a safe pair of hands, and we’ll support you to get the job done.

Our global network of astute specialists is supported by strategic partnerships and alliances; a team of people who rapidly understand issues and provide realistic, effective and efficient solutions.

Please get in touch with us to find out more about our unique, personal, and client-centric way of working.

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