Mergers, Acquisitions & Restructuring

Tailored M&A advice to create and maximise shareholder value.

Companies that are in a phase of full expansion, downsizing, divestment, or seeking new financing markets see these processes as excellent means to achieve their strategic objectives. Market capital experts constantly utilize these methods to build differentiated financial platforms and market support.

Our Services

  • Advisory in acquisitions of companies targeted for specific segments or based on pre-established criteria, as well as in transactions for the sale of companies.
  • Support throughout all stages of the process, from constructing and structuring the case, providing advice on pricing and defining the zone of potential agreements, scenario development, searching for investors and companies, conducting due diligence and data rooms, discussing corporate acts, share or stock purchase and sale agreements, and shareholder agreements, among other relevant factors inherent to the transactions.
  • Execution of mandates for the purchase and sale of national or international companies, searching for specific partners, alliance development, and other frequently used strategies.
  • Post-merger transaction advisory, aiming to anticipate relevant actions for effective synergy.
  • Financial and operational restructuring advisory, seeking to optimize the company's operations and liquidity.

Negotiation of Companies - Buying or Selling

Several stages are identified during a process of monitoring the sale or acquisition of shares or stocks. It is undeniable that both have a high degree of complexity and require careful evaluation of the risks and benefits of the transactions.

Our methodology and professional experience, supported by experienced specialists in successful transactions, aim to provide transparency and quality at each stage of the process for the party advised by Mazars, whether it be the buyer (investor) or the seller.

Typically considered in mergers and acquisitions processes, some relevant stages are identified below. The content and extent will depend on various factors, such as the company's size, financial structure, and assets.

  • Strategy of negotiation - Meetings with entrepreneurs or key executives involved in the agreement
  • Timeline
  • Design of the negotiation structure
  • Pricing scenarios and definition of negotiation zones
  • Preparation of the presentation "book"
  • Negotiation
  • Evaluation (valuation)
  • Memorandum of understanding
  • Confidentiality agreement
  • Letter of intent
  • Binding and non-binding offers
  • Agreement closure
  • Data room
  • Due diligence
  • Stock or share purchase agreements
  • Shareholder agreements or bylaws
  • Addressing and monitoring of relevant post-negotiation issues (post-merger)

Company Acquisition

For share/stock acquisitions or buy-side advisory, several detailed procedures are conducted.

Check below what they are:

Case construction

  • Analysis of the teaser and search for relevant information
  • Business profile review
  • Provision of qualified and decision-making content (operational and investment experience)
  • Signing the confidentiality agreement
  • Training and guidance for executives on M&A processes

Negotiation structuring

  • Review of the memorandum and confidential prospectus
  • Valuation analysis to determine fair value and parameter values
  • Conducting analyses with local industries
  • Confirmation of pricing and agreement terms in line with the buyer's strategy
  • Identification of the need for financing or capital for the investment to be carried out

"Prior" offer and intention of acquisition

  • Closing and follow-up meetings resulting from the seller's management presentation of the case involved. Discussion of business operations, evaluation, scenarios, risks, synergies, and other aspects inherent to the buyer's objectives and intentions
  • Facility visits
  • Preparation of the purchase offer (binding and non-binding).

Company Sale

Selling shares, stocks, or the company itself can be one of the most important events in an entrepreneur's life. The success or failure of this transaction will be directly related to the ability to determine the value of your company, find the best buyer, and arrange for an intelligent closing.

Mazars Brasil adopts a participative and constantly learning strategy for the seller, seeking to align the objectives of the assisted party with potential buyers or investors. In this sense, the following steps are taken:

  • Preparation of a detailed analysis of your business
  • Understanding and, if necessary, reformulating income statements and balance sheets to reflect the business's economic performance
  • Preparation of an independent evaluation of the company to be sold to determine the fair market value of your company. Often, this analysis will also serve as price justification for a buyer or investor and a possible creditor
  • Preparation of a confidential memorandum to enhance the presentation of vital business information in a professional manner to potential buyers and investors
  • Disclosure of a generic confidential profile, such as teasers (ads), to circulate in our network of contacts and the internet, where information can be accessed by affiliated offices, investors, covering a significant part of the transaction market
  • Training and guidance for executives on M&A processes
  • Advising the entrepreneur in preparing for initial meetings with potential buyers. After these meetings, accompanying investors in visits to the location to inspect your company's facilities (during or outside normal business hours)
  • Advising the entrepreneur in analyzing different offers by investors, helping to decide which structure and terms meet the originally set objectives
  • Providing ongoing consulting and negotiation services throughout all phases of the transaction
  • Maximizing the intended outcome. Understanding the "drivers" or value drivers is of great importance to maximize the company's value. In this sense, our advisory covers the main aspects.
  • Advisory with the company's attorneys in preparing contracts (purchase and/or shareholder, if the purchase is not 100%).
  • Guidance for post-merger involvement
  • Receipt and settlement.

Restructuring

Structured operations are often an integral part of the financial and operational restructuring process of a company in the expansion process, facing crises, insolvency, or negotiation.

The professionals at Mazars Brasil seek to balance any imbalances observed in the financial and operational structure of companies. They understand the company's business, segment, and key drivers that influence the company's equity and financial structure. This is a complex process that seeks differentiating factors to be observed. Knowledge of financial market products and the way they are carried out differentiates us from our competitors.

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