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GLOBAL MERGERS & ACQUISITIONS: MAXIMIZING TRANSACTION VALUE
THROUGH EFFECTIVE DUE DILIGENCE
2014 WAS A
“BANNER YEAR”
FOR MERGERS AND
ACQUISITIONS
ACTIVITY, AND 2015
IS EXPECTED TO BE
EVEN BIGGER
THE M&A FOCUS FOR 2015 AND FOR THE FORESEEABLE FUTURE IS ON VALUE CREATION
SAVVY BUYERS INCREASINGLY FOCUS ON WHAT WILL HAPPEN
AFTER THE TRANSACTION CLOSES IN ADDITION TO SETTING A FAIR
PURCHASE PRICE
USE THE INVESTMENT THESIS, INDUSTRY, GEOGRAPHY, AND DEAL STRUCTURE TO PLAN A LASER-FOCUSED DUE DILIGENCE EFFORT
BALANCE DUE DILIGENCE FOCUS BETWEEN REARWARD-
LOOKING AND FORWARD-LOOKING TRANSACTION
CONSIDERATIONS THAT WILL IMPACT BOTH PURCHASE
PRICE AND DEAL VALUE
CAN YOU IDENTIFY AND ADDRESS THE KEY INTERNATIONAL CONSIDERATIONS THAT CAN MAKE OR BREAK THE DEAL?
WHAT HAS TO GO RIGHT?
WHAT COULD GO WRONG?
WHAT DO WE NEED TO KNOW?
MANAGE EXPECTATIONS TO IMPROVE CHANCES OF SUCCESS
PACE OF SYNERGY REALIZATION
MANAGE EXPECTATIONS TO IMPROVE CHANCES OF SUCCESS
PACE OF SYNERGY REALIZATION
PACE OF OPERATIONAL INTEGRATION
MANAGE EXPECTATIONS TO IMPROVE CHANCES OF SUCCESS
PACE OF SYNERGY REALIZATION
PACE OF OPERATIONAL INTEGRATION
QUALITY AND TIMELINESS OF SPONSOR REPORTING
MANAGE EXPECTATIONS TO IMPROVE CHANCES OF SUCCESS
PACE OF SYNERGY REALIZATION
PACE OF OPERATIONAL INTEGRATION
QUALITY AND TIMELINESS OF SPONSOR REPORTING
RETENTION
MANAGE EXPECTATIONS TO IMPROVE CHANCES OF SUCCESS
PACE OF SYNERGY REALIZATION
PACE OF OPERATIONAL INTEGRATION
QUALITY AND TIMELINESS OF SPONSOR REPORTING
RETENTION
CULTURAL CHANGE
ACT GLOBALLY, THINK LOCALLY —KEEP IN MIND:
CURRENCY CONVERSION
ACT GLOBALLY, THINK LOCALLY —KEEP IN MIND:
CURRENCY CONVERSION
MULTIPLE ACCOUNTING STANDARDS AND MULTIPLE SETS OF BOOKS
ACT GLOBALLY, THINK LOCALLY —KEEP IN MIND:
CURRENCY CONVERSION
MULTIPLE ACCOUNTING STANDARDS AND MULTIPLE SETS OF BOOKS
LANGUAGE AND CULTURAL CONSIDERATIONS
ACT GLOBALLY, THINK LOCALLY —KEEP IN MIND:
CURRENCY CONVERSION
MULTIPLE ACCOUNTING STANDARDS AND MULTIPLE SETS OF BOOKS
FOREIGN CORRUPT PRACTICES ACT (FCPA)
LANGUAGE AND CULTURAL CONSIDERATIONS
NO MATTER WHAT THE DEAL IS …
NO MATTER WHAT THE DEAL IS …
MAINTAIN FOCUS
NO MATTER WHAT THE DEAL IS …
MAINTAIN FOCUS
ASK THE RIGHT QUESTIONS
NO MATTER WHAT THE DEAL IS …
MAINTAIN FOCUS
ASK THE RIGHT QUESTIONS
REMAIN OBJECTIVE
PRE-ASSET TRANSFER CONSIDERATIONS
HOW MANY COMPANIES IN-COUNTRY ARE SUBJECT TO ACQUISITION?
WHICH ENTITY IS THE CURRENT
LEGAL EMPLOYER?
WHICH ENTITY WILL BE THE NEW EMPLOYER?
WHAT TYPE OF ENTITY IS THE
NEW EMPLOYER?
WHAT IS THE TIMELINE FOR THE ASSET TRANSFER?
POST-ASSET TRANSFER CONSIDERATIONS
DEREGISTRATION OF OLD ENTITY
STATUS OF COMPLIANCE OF OLD ENTITY
CONSTRUCT A TIMELINE FOR FINALIZING THE COMPLIANCE AND DEREGISTRATION
EMPLOYMENT CONSIDERATIONS
HOW MANY EMPLOYEES ARE AFFECTED?
IS PAYROLL ALREADY ESTABLISHED?
DO YOU HAVE COPIES OF ALL EXISTING EMPLOYMENT
CONTRACTS AND TERMS?
WHAT SUPPLEMENTAL EMPLOYEE BENEFITS ARE CURRENTLY IN PLACE?
IS THERE A TARGET DATE FOR EFFECTING THE LEGAL EMPLOYMENT TRANSFER?
HAVE ALL EMPLOYEES BEEN NOTIFIED OF THE TIMELINE AND ACTION PLAN
THAT WILL BE FOLLOWED?
RESTRUCTURING CONSIDERATIONS
ARE CORPORATE TAX IMPLICATIONS FULLY
UNDERSTOOD?
RESTRUCTURING CONSIDERATIONS
ARE THE REQUIRED ACCOUNTING TRANSACTIONS
UNDERSTOOD?
ARE CORPORATE TAX IMPLICATIONS FULLY
UNDERSTOOD?
RESTRUCTURING CONSIDERATIONS
ARE THERE ANY CONTRACTOR AGREEMENTS IN PLACE
THAT WILL BE AFFECTED BY THE RESTRUCTURING?
ARE THE REQUIRED ACCOUNTING TRANSACTIONS
UNDERSTOOD?
ARE CORPORATE TAX IMPLICATIONS FULLY
UNDERSTOOD?
RESTRUCTURING CONSIDERATIONS
ARE THERE ANY EXPATRIATE EMPLOYEES IN COUNTRY
THAT WILL REQUIRE SPECIAL CONSIDERATIONS?
ARE THERE ANY CONTRACTOR AGREEMENTS IN PLACE
THAT WILL BE AFFECTED BY THE RESTRUCTURING?
ARE THE REQUIRED ACCOUNTING TRANSACTIONS
UNDERSTOOD?
ARE CORPORATE TAX IMPLICATIONS FULLY
UNDERSTOOD?
RESTRUCTURING CONSIDERATIONS
WHAT OTHER "NON PERSONNEL" ASSETS EXIST IN THE LOCAL COUNTRY?
Local commercial agreements that
need to be changed
Inventory Leases for office premises
Computer and other IT equipment
Office furniture, machinery, equipment
IP considerations
REVIEW THE FOLLOWING STANDARD ITEMS
DATA PROTECTION REGISTRATIONS AND U.S.
SAFE HARBOR REQUIREMENTS
REVIEW THE FOLLOWING STANDARD ITEMS
DATA PROTECTION REGISTRATIONS AND U.S. SAFE
HARBOR REQUIREMENTS
MANDATORY COMMERCIAL INSURANCES
REVIEW THE FOLLOWING STANDARD ITEMS
DATA PROTECTION REGISTRATIONS AND U.S. SAFE
HARBOR REQUIREMENTS
MANDATORY COMMERCIAL INSURANCES
INTERCOMPANY SERVICE AGREEMENTS
REVIEW THE FOLLOWING STANDARD ITEMS
DATA PROTECTION REGISTRATIONS AND U.S. SAFE
HARBOR REQUIREMENTS
MANDATORY COMMERCIAL INSURANCES
INTERCOMPANY SERVICE AGREEMENTS
INTERCOMPANY COST RECHARGE AGREEMENTS
REVIEW THE FOLLOWING STANDARD ITEMS
DATA PROTECTION REGISTRATIONS AND U.S. SAFE
HARBOR REQUIREMENTS
MANDATORY COMMERCIAL INSURANCES
INTERCOMPANY SERVICE AGREEMENTS
INTERCOMPANY COST RECHARGE AGREEMENTS
POST INCORPORATION REQUIREMENTS
REVIEW THE FOLLOWING STANDARD ITEMS
NEED HELP MAXIMIZING YOUR TRANSACTION VALUE?
CONTACT RADIUS:+1 888.881.6576
@RadiusWW
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