What we do?

First Step

If a potential buyer would like to take the initiative with an Active Approach, we would first send our standard Assistance Agreement for his review and signature.

Setting Criteria

We would then wish to meet personally with the acquiring company’s relevant key executives to clearly understand what our client’s Ideal Target should look like. We normally suggest that this preliminary kick-off meeting occur at our client’s facilities so that we may fully appreciate his existing activities; but if he so wished, we could also meet in Spain.

Comprehensive Search

Based upon the criteria set, we undertake a very comprehensive and systematic search within Spain to identify all those Target companies whose characteristics coincide with our client’s acquisition criteria. This we do utilising our extensive in-house reference library, as well as through the Internet.

Confidential Approach

We then approach all the Targets identified to determine their interest in possibly being acquired. At this point in time, if a buyer so wishes, he can remain anonymous. No Target need know who the potential acquirer is, until such time that our client thinks it prudent to reveal his identity.

Seduction

As already mentioned, most good profitable companies are usually not for sale. A large part of our effort is convincing owners at least to consider a serious discussion with our client, in an attempt to create a sole-bidder situation.

Information Gathering

For each Target identified which coincides with our client’s acquisition criteria, and which has indicated an interest in opening preliminary discussions, we collect as much relevant data as possible for our client’s review.

Company Profiles Preparation

For each selected Target, we prepare a two to three-page Company Profile. These profiles would normally contain information on each company’s products or services; markets; distribution channels; sales methods; competition; personnel; manufacturing and/or other facilities, etc. We also normally include all of the Target’s product promotional literature.

Family-owned Spanish firms are normally very secretive about their financial data, primarily because they frequently keep two sets of books, one for the shareholders and the other for the tax authorities. Hence, even though an owner may be quite keen to sell his company, he might be extremely reluctant to reveal any financial data until after a personal visit by the potential buyer.

Since sophisticated buyers do not wish to spend time with acquisition candidates until they have at least reviewed the most basic elements of past financial and operational performance, we are usually quite successful in eliciting the true accounts, before any time is wasted in unproductive and expensive trips.

Short Listing

To obviate our client making a number of time-consuming exploratory trips to Spain, we normally visit him at his headquarters to discuss the apparent pros and cons of each Target in detail. We then jointly prepare a short-list of those Target companies where the client felt that a good fit existed.

Initial Visits

We then organise and participate in all our client’s visits to those companies short-listed. During these initial visits, our client would normally be able to inspect the Target’s facilities, to meet its owners and management and generally be able to pose any questions he felt appropriate.

Analysis

The typical presentation of a Spanish company’s financial statements and the accounting principals upon which they are based, are normally quite alien to a foreign buyer and his customary financial advisors. Our experienced professionals will present a Target’s financials in a format readily understandable to international companies.

Valuation & Deal Structure

Based upon a variety of internationally accepted valuation methods; as well as the market conditions prevalent in Spain at the time, we advise our client on the valuation of each Target in which he is seriously interested.

We also give recommendations for structuring the deal with respect to the terms and methods of payment; and in the minimisation of potential tax liabilities for both the buyer and vendor.

Negotiations

We assist in the usually delicate and emotional negotiations between buyer and seller and act as a buffer between the two opposing camps. We tend to instil an attitude of co-operation, rather than conflict throughout the negotiations. Language problems and the many intricacies and emotions involved in dealing and negotiating with Spanish family-owned companies are avoided.

Furthermore, because our professionals are involved in Spanish Merger and Acquisition negotiations on a routine basis, we can usually offer a plethora of different viable formulas for structuring and closing a deal, which the buyer and seller, by themselves, might not ever think of. Indeed, we very frequently put negotiations back on track after all hope for closing a deal may have been lost.

Apart from trying to negotiate the lowest price possible for our client, another important objective is to maximise the necessary representations, warranties and other guaranties from the seller.

Finally, we normally also play a very important role in formulating the non-binding Letter of Intent / Memorandum of Agreement.

Due Diligence Process

We establish a timetable for completing the deal and co-ordinate our client’s entire due diligence process. We also provide leadership and supervision of the many meetings between the buyer’s and the seller’s professional advisors (lawyers, auditors, fiscal advisors, etc.).

Follow-up & Closing

We continuously follow-up and co-ordinate to ensure that each party does what he is supposed to do, when he is supposed to do it, and that the transaction is eventually and successfully completed.