Mergers and Acquisitions (M&A Consulting)

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.

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:

Other sectors:

• FMCG
• Media
• Oil
• Telecoms

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.

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.

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.