Our areas of expertise in mergers and acquisitions
Cutting-edge financial engineering to help you achieve your ambitions
# Selling a business
1. Strategic Intelligence: A successful sale depends on flawless information. We ensure your marketing materials are ready before going on the market.
- 360 Review: In-depth analysis of business operations, performance and market positioning.
- Modelling: Performing the best and most credible business plan of your company for potential buyers or investors.
- Data-Mining: Smart data collection to turn your figures into selling points.
2. Documentation & Marketing: We create marketing materials that capture the attention of decision-makers and drive home your message.
- Confidential Info Memo & Teaser: Company presentation materials that highlight your strategic strengths.
- Process Management: Drafting of legal letters and non-disclosure agreements (NDAs).
- Virtual Data room setup: compiling the data (legal, tax and financials) for each investor.
3. Go to market : The opportunity is showcased to the best potential buyers.
- Selective Targeting: Direct discussions with senior executives (C-levels) of potential corporate buyers or investment firms.
- Evaluation of the bids: Receipt and comparative analysis of the LOIs (letters of intent).
- Due Diligence management: To keep the pressure on buyers and protect your interests.
4. Negotiation & Closing: The final stage, where our experience makes all the difference. We turn intentions into action.
- Comparison of final bids: To secure the best terms (price, structure, guarantees).
- Legal: Coordination with the lawyers to finalise the sale and purchase agreement (SPA), the Reps & Warranties (R&W), the shareholders’ agreement (ShA) and other agreements.
- Success: We’ll be by your side right up until the final signature, ensuring that every promise is kept.
# Buying or Investing
1. Strategic Identification & Sourcing: We map out your ecosystem. Successful external growth depends on a target that is perfectly aligned with your vision.
- Off-market targeting: Identification of target companies that are not officially for sale.
- Synergy Analysis: Potential value creation assessment
- First Contact: A confidential approach by senior executives to gauge interest in an acquisition.
2. Assessment & Letter of Intent (LOI): We help you to assess all financial arrangements for the transaction.
- Enterprise Value Modelling: Use of multi-criteria methods to evaluate the target.
- Structure of the Offer: LOI drafting (price, earn-out, put-call options, conditions precedent).
- Funding Strategy: Analysis of the optimal financing structure (LBO, equity, senior debt) and ROI/IRR assessment.
3. Due Diligence process: The target is being thoroughly scrutinised to clear up any uncertainties before a final decision is made.
- Financial Pre-Audit: A thorough analysis of adjusted EBITDA (QoE), working capital and adjusted net debt.
- Operational Review & Risk Assessment: Identification of potential ‘deal-breakers’ (financial, commercial, etc.).
- Due diligence process: Coordination of third-party experts to provide a consolidated view of risks and opportunities.
- Closing: Final negotiation of the terms of the purchase agreement to limit your post-signing obligations.
- Shareholders’ Agreement: Defining future governance arrangements and exit mechanisms with key managers.
# Raise funds
1. Maturity Assessment & Performance Analysis: Before approaching the market, we put your model through a rigorous data analysis. A successful fundraising round depends on a compelling demonstration of your traction.
- KPIs analysis & Metrics: In-depth analysis of your performance (LTV, CAC, MRR, Churn) to validate the strength of your growth.
- Technological and commercial readiness assessment: Analysis of the MVP, traction, and product-market fit to highlight the company’s potential and demonstrate the product’s viability.
2. Market Intelligence & Financial Engineering: We use technology to turn your vision into a compelling investment proposal.
- Market sizing (TAM, etc.) & competition: The most accurate analysis possible to lend credibility to your ambitions.
- Estimated Financing Requirements: to achieve your next strategic milestones and build credibility for the project.
3. Strategic Marketing & Roadshow: We develop the tools to attract investors and build momentum to generate excitement around the funding round.
- Equity Story & Pitch Deck: Developing a compelling narrative that highlights all your strengths.
- Data-Driven Investor Mapping: Careful selection of funds (VC, PE, CVC, family offices) whose investment strategies align with your stage of development.
4. Negotiation & Closing: We ensure the financial terms and governance of your upcoming funding round.
- Term Sheets review : Réception et comparaison des offres.
- Due diligence: Support to ensure that the negotiated valuation is not called into question.
- Shareholders’ Agreement: Negotiation of strategic terms (control, veto rights, liquidity, carve-outs, stock option plans, etc.) and follow-up.
# Restructuring, Recovery
1. Emergency Assessment & Stabilization: At the first sign of trouble, we step in to halt the decline in value. Successful restructuring begins with taking immediate control of the situation.
- Cash Flow Flash Audit: Critical analysis of cash burn to identify immediate cost-saving measures.
- Identifying Value Leaks: Operational analysis to identify unprofitable activities.
- Liquidity Stress Management: Proposals to safeguard day-to-day operations and wages.
2. Debt Engineering & Negotiation: We act as your shield in dealings with financial partners to restore confidence.
- Liability restructuring: Negotiating debt with creditors, banks, and institutional investors to secure payment deferrals or debt rescheduling through out-of-court proceedings (ad hoc mandates, conciliation) or collective proceedings.
- Working Capital Optimization: Using tactical levers to free up internal cash and ease pressure on the balance sheet.
3. Transformation Plan & Recovery Strategy: Beyond mere survival, we are building the business model of the future.
- Turnaround Business Plan: Development of a credible, cost-effective, and financially detailed strategy for emerging from the crisis.
- Search for “New Money”: Identification and solicitation of specialized investors (Special Situations).
- Divestitures of Non-Strategic Assets: To reduce the organization's debt.
- Implementation & Change Management: Update monitoring processes and implement crisis dashboards (turnaround KPIs) to manage the turnaround in real time.
# Transaction services, Valuations
1. Transaction Services: We scrutinize the financial statements to uncover the economic reality behind the accounting entries and ensure the integrity of pricing mechanisms.
- Quality of Earnings (QoE) checks: Identification of exceptional and non-recurring items.
- Working Capital & Net Debt Analysis including the identification of off-balance-sheet liabilities to adjust the final price of the securities.
- Identifying Deal-Breakers: A critical review of factors that could affect the viability of the transaction.
- Assistance with negotiating the SPA particularly regarding protective legal provisions (earn-out clauses, R&W, etc.).
2. Business Valuation: We determine the intrinsic value of the asset by combining theoretical approaches with current market conditions.
- Multi-criteria approaches: Combined use of the DCF method and multiples (market and comparable transactions).
- Analysis of Intangible Assets: Specific valuation of technology, intellectual property, etc.
- Benchmarking Algorithm: Comparison with recent transactions in the sector.
3. Development of Business Plans & Specific Analyses: We turn your strategic vision into a robust financial plan that can withstand even the most rigorous audits.
- Financial Modeling: Preparation of comprehensive financial statements, including P&L, balance sheets, and cash flows.
- Scenario Planning & Stress Testing (Base, Upside, Downside) to measure the model's resilience.
- Specific Data-Driven Analyses: Cohort studies, LTV/CAC calculations, or profitability analyses by product line to drive growth.