A merger or acquisition is possibly the most important event that a company will experience in its corporate lifetime. We are experienced in various types of M&A transactions, including spinouts, consolidations, joint ventures, recapitalizations, and buyouts.

We focus on all three phases of the M&A process, regardless of whether it is an acquisition, merger, divestiture, or joint venture, and independent of whether our client is a Buyer, Seller or Partner. We understand the importance of each phase and the need to complete the entire process to make the combination a success after the deal closes.

The three phases of our M&A process:

Pre-Acquisition

We begin by helping clients articulate a clear M&A strategy that defines what they hope to achieve from the transaction. After there is a clear understanding of the strategic value of acquisitions, we develop a list of potential targets based on critical self-evaluation by the client, combined with extensive industry research and analysis. During the pre-acquisition planning phase, the focus is on gaining a better understanding of the underlying motivations and expectations, and also the potential deal structures to consider.

In developing an M&A strategy, we ask questions such as:

1. What type of business (skills, technology, customer base, geographic presence, etc.) should our client acquire or partner with, to achieve the client's overall strategic objectives?
2. When should the client buy, versus, merge, align or sell their business?
3. Why is our client a good partner or owner (what strengths do they possess that are valuable)?
4. Who fits the profile of a good partner, one that satisfies our highest objective?
5. How do we execute our M&A strategy, (initiate contact with possible targets, structure agreements, maximize our return on investment, etc.)?

After these questions are answered and a target list is created, we initiate contact with targets on behalf of our client. Occasionally, a client asks that we contact a potential target while protecting their anonymity. This avoids potentially embarrassing situations and protects the client from revealing their strategic intentions to competitors.

Due Diligence & Negotiation of "The Deal"

After the first phase, we develop a due diligence checklist, form the project team and review strategies with the client. Prioritizing, investigating and identifying is critical to understanding the full scope of the project during the due diligence process.

The objective of the due diligence is to uncover problems that could prevent the client from achieving their objectives after the deal closes. We know what questions to ask and where to look, understanding the ways in which businesses put their best foot forward during the due diligence process, potentially trying to cover up reality behind a perception. We believe that sometimes the best deal is the one the client walked away from to avoid potential problems in the future.

We only recommend negotiating a deal, if the deal holds convincing prospect to achieve the client's objectives

As the client's project manager, we manage legal and accounting support to ensure the client receives what they are expecting to receive, as well as, to build protections into the deal, should they not realize the expected value later. Legal documents are critical to protecting a buyer's rights. Too often an expert in M&A is brought in after acquisitions have occurred to fix problems.

Post Acquisition Integration

The success of a combined business often depends most on how well the two organizations integrate operations. The time to think about and plan for integration issues is well before the deal is closed. In fact, we incorporate items into our pre-planning and due diligence processes to review many of the soft issues such as company culture, organizational structure, compensation and other issues, to ensure there will be compatibility and the ability to integrate operations to achieve successful post-acquisition.

Buyer Services

We help clients that want to grow their businesses aggressively, by consulting to develop and define a strategy for Mergers, Acquisitions, or Joint Ventures. Once the client has decided on the M&A strategy, we will help execute it effectively.

Our services cover the whole M&A process such as:

1. Developing the appropriate strategy and pre-planning for acquisitions.
2. Target selection, analysis, valuation, due diligence and negotiations of the Deal and transactions.
3. Post-acquisition Integration issues.

Seller Services

We also help business owners and executives who are considering selling their business or merging it with another. The strategies for assisting sellers, including finding the right merger partner, buyer, or successor are unique to each situation.

We first seek to understand the motivations and strategies of owners, since the reasons vary widely why owners or executives wish to merge or sell their business. For example, some sellers are looking to find a buyer who provides strengths or capabilities they lack, so the combined entity can provide greater value to customers (e.g., a stronger balance sheet or more vertically integrated). Other sellers decide it is time to sell and exit the business to do something different. Sometimes the owner does not have a clear successor for the business. Our services include:

1. Determining an approximate valuation for their business and expected range of offers.
2. Identifying a list of potential buyers.
3. Contacting potential buyers to gauge their interest.
4. Packaging and marketing the client business in the most effective manner.
5. Assisting in or managing the negotiation of the transaction.
6. Managing integration so the process receives the appropriate amount of attention.

For more information about our M&A services, email: companies@agiicorp.com