Mergers and Acquisitions

Mergers and Acquisitions

The need to bring together diverse skills and knowledge, access to economies of scale and the need to be able to respond to the most demanding customers have led many companies to look for Mergers and Acquisitions as a way to stimulate their growth and sustainability, and thus be able to compete in a increasingly global market.

Organic growth is essential in all organisations, but in many cases it presents itself as an insufficient solution in the urgent pursuit of business development and even as a guarantee of maintaining competitiveness in the markets in which the company operates.

However, in any geography, industry or size, Mergers and Acquisitions present exciting challenges and great opportunities.

With financial investors in its shareholder structure, Moneris has grown through a buy-and-build process, having acquired more than 25 organisations in its development and expansion process.

Consequently, from an early stage we developed skills which enable us to guide M&A (Mergers and Acquisitions) processes throughout the entire transaction cycle, from design to implementation of value-added solutions.

In the DNA of our expert team is a vocation for guiding build up processes, and it can help companies and entrepreneurs identify, evaluate and benchmark potential target companies according to properly defined criteria, objectives and requirements.

We guide the full cycle of a transaction

Strategy

We rigorously and assertively identify the objectives and motivations inherent in the M&A process, ensuring correct quantification of the expected value drivers and deliverables in order to align the company’s M&A strategy with its business strategy.

Our approach ensures that shareholder value and investor return is maximised for each process and/or transaction.

We set the guidelines for planning and conducting the process based on the size of the business and the sophistication of the parties, so it is crucial to correctly measure the characteristics and scope of the transaction at this early stage.

By means of specific criteria, we identify the entities to be approached and prepare a blind profile to stimulate interest in the transaction, during this phase providing information with complete confidentiality.

Pre-deal

We ensure the signing of a Non-Disclosure Agreement (NDA) prior to submission of any information that exposes the investor or target, in order to ensure the necessary confidentiality for the interested parties and protection of the deal.

With the preparation of the Information Memorandum we provide the investor with a comprehensive amount of information, including the transaction summary, sector analysis, historical operating, economic and financial indicators, forecast data, valuation and transaction guidelines.

We support all negotiation of adjustment mechanisms and revision of the Share Purchase Agreement, which documents the most relevant aspects associated with the transaction, safeguarding the interests of the buyer/seller.

Due Diligence

Buy-side due diligence
We support buyers in identifying and understanding the tax risks to which the target is exposed, so that adequate guarantees may be demanded in order to counter the risks to which the company is exposed. We improve the buyer’s understanding of the target, allowing the possibility of submitting a more appropriate offer. We improve the buyer’s understanding of the target, allowing the possibility of making a more appropriate offer.

Vendor due diligence
We ensure that the sales management team is provided with timely information on the risks to which it is exposed, so that any corrective measures may be taken, giving sellers greater control over the sales process and timing.

Deal

We assist our clients in negotiating, reviewing purchase and sale agreements and structuring the acquisition /sale.

We provide support for the structuring and organisation of the best financing solution from an immediate and medium-term perspective, working in conjunction with banks, venture capital companies, private equity funds and business angel networks, thus meeting the requirements of each transaction.

We assist in structuring the transaction by determining the immediate and long term tax impact of the transaction and creating tax efficiencies within the deal. Understanding and planning the tax implications of each transaction can reduce risks and improve opportunities.

Post Deal Integration

In this phase, decisive for the deal’s success, we provide support for the structuring of reorganisation operations, implementation of tax structures and divestment structuring.

We ensure smoothness and stability during the transition period, focusing on key integration success factors: increased profits, cash flow improvements, synergy capture and risk mitigation.

We develop action plans that ensure integration of the target into the procedures outlined and monitor the latter’s implementation.

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