Expertise and transparency are essential to a business of a lifetime.
Analysis in depth, simplicity in dialogue
UNDERSTAND THE STEPS IN THE PROCESS:
Sell-Side
Planning for corporate interest sales
Buy-Side
Growth strategy through company acquisition
Sell-Side
Planejamento para venda de partições societárias
Buy-Side
Estratégia de crescimento através de aquisições de empresas
Sell-Side
SELL-SIDE METHODOLOGY ADVANTAGES
Business preparation "beneath the eyes of the market"
Access to capital for the expansion or to offers for buying the entirety of a business
Relationship with Brazil's main investors and multichannels, as well as from around the world
Economic-financial evaluation of the entreupreneur's main asset: the company
Focus on operation and the day-by-day of business, avoiding being "swallowed" by the M&A theme
STEP - 1 | PREPARATION
Information
• Survey of financial, accounting, operational and strategic information from the company.
Pre-Audit
• Pre-audit of the numbers and reclassifications, aimed at determining economic and financial indicators.
Valuation
• Development of a financial, model via discounted cash flow, aiming for the growth of the company for the next 10 years;
• Analysis of related transactions and companies stock exchange-listed in Brazil and the world.
Intelligence
• Study of the market aiming for the development of the thesis for asset investment.
Conclusion
• Final report about the conclusion of Step 1: • Valuation; • CIM (computer integrated manufacturing); • Teaser; • Intelligence Panel;
STEP - 2 | NEGOTIATION
Investors' Mapping
• Mapping of financial and strategic investors with the appropriate investment profile for the transaction.
• Prioritization of investor with best potential for the transaction.
Road Show
• Relationship with potential investors. • Interested investors who wish to better understand the transaction sign a confidentiality agreement (NDA) and receive the CIM.
Q&A
• Round of questions and answers about subjects not mentioned in the initial materials, and arrangement of company visits.
Receiving of Proposals
• Analysis and standardization by the HAND team of the variables of each proposal and presentation to the Partners.
Conclusion
• Final negotiation and signing of a binding or non-binding proposal.
STEP - 3 | CONCLUSION
Due Dilligence
• The buyer will hire auditors to verify the company's information.
• All accounting, tax, labor, and legal aspects of the selling company from the past years will be evaluated, resulting in a possible final calculation of any contingencies.
Contracts
• Contract Elaboration of buying and selling that will guide all areas of the negotiation (and shareholder agreement in case the sale's not 100%)
• Some examples of addressed issues are payment method, price adjustment rules, transaction format, contingency and
rules of governance between shareholders - in cases of partial transaction.
Closing
•Signing of the purchase and sale agreements.
Buy-Side
BUY SIDE METHODOLOGY ADVANTAGES
Assertiveness in Decision Making
Complete and thorough mapping of potential targets. Modelling to predict income, growth in staff number, number of partners, quality stamps, margins, valuation, etc
Enhanced Speed and Security
The Active Market Entry Strategy enables the identification of all opportunities and simultaneous analysis of the targets.
Operation Focus Maintenance
It is common for the board to lose focus when dealing with M&A. Having a dedicated team helps maintain task continuity.
Confidence in Analysis
A specialized mergers and acquisitions team with experience and expertise.
Imparcial Analysis
External crew, unbiased and no feelings involved, making easier to comprehend in a rational way, and the maintenance of relation between parts.
STEP 1 | MARKET MAPPING AND PRIORITIZATION
Information
• Profile survey of desired targets for prospection.
Qualification
• Mapping and qualification of targets using big data analytics.
Study
• Study preparation about the segments' mapping, thesis of investment and multiple sectorials.
Intelligence
• Ranking of targets identified and creation of a panel of intelligence.
Conclusion
• Final report about conclusion of Step 1:
• Foundation of identified targets;
• Thesis of investment;
• Intelligence Panel
STEP 2 | STRATEGY, ANALYSIS AND NEGOTIATION
Approach
• Definition of the approach strategy in an individualized way for every selected target.
• Option for approaching many targets simultaneously.
• NDA signing and receiving of necessary information.
Information Analysis
• Financial, accounting, strategic and operational information analysis related to business (pre-due dilligence).
Valuation
• Development of a financial standard using discounted cashflow methodology, multiple sectorials' analysis (transactions and similar companies) for evaluation of companies in question.
Reports
• Complete material about each company, describing thesis of investment, financial and operational highlights.
Proposals
• Definition and negotiation of proposal for acquisition of target - Non Binding Offer (NBO).
STEP 3 | CONCLUSION
DueDilligence
• Accounting and legal diligence process monitoring.
• Understanding of Accounting, Legal, Labor, Environmental contingencies.
Contracts
• Final negotiation of price, payment method, price adjustment, assurances, transition of other commercial variables.
• Monitoring during final contracts (SPA and SHA) and all interactions.*
Closing
• Final contract signing for buying and selling (SPA)
• Signing of the agreement between shareholders (SHA) - when applicable.
• Payment of agreed amounts and transference of corporate interest (Closing).
Analytical material development about the aimed market and their opportunities - development of a thesis of investment for a segment.
Understanding the target acquisition profile, using "filters" to identify the total addressable market and relevance weights for classifying opportunities and estimating the valuation of these targets.
After the rating of opportunities, an individualized analysis will be performed, considering, primarily, the synergies with the clients' business, defining the direct targets in approaching.
