Transaction Advisory
Transaction Advisory
Transformation strategy for organic and inorganic growth of business
- Organic growth – disposition of non-core assets that does not satisfy the needs of stakeholders
- Inorganic growth – through Mergers, Acquisitions and Joint Ventures can help an organization grow at a rapid pace
However, successfully handling the transactions is extremely critical to make it a success. Our Transaction Advisory associates are experts in evaluating accounting, tax, regulatory, legal, management and cultural aspects of the deal.
We provide advisory services in following segments:
- Mergers & Acquisitions
- Strategic Alliances, Joint Ventures, Foreign Collaborations and Franchise Agreements
- Fund Raising- Fund Sourcing via Private Equity Placements, Debt Funds Sourced through domestic / international sources
Through our internally developed approaches and methodologies, vast knowledge, expertise and experience assimilated in the last 6 decades, we believe that we have a good understanding of our clients’ needs and requirements. We understand our clients’ businesses and have the ability to visualize a deal to eventually see it through seamlessly in a timely manner.
We provide end-to-end services including- Structuring the transactions, International and domestic tax planning, Legal due diligence review, Preparation and negotiation of transaction documentation, Advising on Securities Law, Corporate Law, Foreign Exchange Laws & Policies, Anti-Trust Laws and Corporate restructuring.
Our team has worked on some of the most challenging cross-border and domestic deals, with a strong sectoral focus addressing all of our client’s requirements.
Transaction Support
Mergers and Acquisitions
We advise on mergers and acquisitions to consolidate market share within any specific industry and enhance shareholder value. Our team advises buyers and sellers on a range of share purchase and asset purchase transactions across a variety of business sectors, involving private and public listed companies. Keeping in mind the convoluted and multifaceted nature of transactions, our team has proficiently applied its knowledge across central pivots of M&A transactions. Our advisory services include both buy side and sell side project management.
Sell-side Advisory: We assist sellers in understanding and realizing the potential value of their business. We prepare Information Memorandums, Business Plans, Feasibility Plans, Project Reports etc. We work closely with clients to devise tailored strategies during deal negotiations.
Buy-side Advisory: From market analysis to defining an acquisition strategy, domestic or cross border, we find potential targets, negotiate a fair value and support the management through till the documentation/ finalization of definitive agreements. We also offer post-merger integration support.
Strategic Alliances, Joint Ventures, Foreign Collaborations and Franchise Agreements
We, at Liaisoners, firmly believe that every transaction is unique in its own way and has its own strengths & challenges. Understanding the business and the “WHY” for the proposed transaction is the stepping stone for successfully implementing a business transaction. We sit with the Stakeholders/Management and understand their business and objective behind the proposed transaction.
We have curated a team comprising of different vertical specialists which gives us an edge of viewing the transaction as a whole. Together we visualise the transaction, see any possible pitfalls and help devise ways to avoid it. Liaisoners brings this added advantage to the table and helps develop a plan which is tax-effective, legally tenable and most importantly DOABLE.
We have built and sustained close relationships with some of India’s largest corporate houses and entrepreneurs as well as businesses outside India. We leverage these connections to assist companies in their search for partners for market entry (in India or abroad) transfer of technical know-how, undertaking of joint venture projects etc. We create beneficial and optimal structures to carry out the business relationship in a successful and fruitful manner to all stakeholders.
Fund Raising
We act as an enabler for business enterprises to raise and utilise growth capital at the right time, in the right quantity and in the proper form. We help our clients raise funds through venture capital, private equity or banking channels (non-equity). A private equity / venture capital deal raises challenges related to finance, tax, governance, regulatory issues, employees and intellectual property.
The Firm’s fund professionals advise the prospective investee companies at every phase of the investment lifecycle and across a spectrum of industry sectors. We offer turnkey support involving preparation of pitch documents, building of a valuation model and assist during the ensuing negotiations. We are well acquainted with the subtleties of the financial markets and business, which enables us to help companies understand and manage risks, interpret policy and deal with regulations.
Our team works with a variety of funds (including private equity funds, hedge funds, mezzanine funds and infrastructure funds), which include domestic and foreign funds, and assist them on structuring investment vehicles. We advise sector specific funds such as technology, e-commerce, healthcare, infrastructure, real estate etc. We have completed the most challenging transactions in an agile & responsive manner, helping our clients through the full life cycle of investments including — fund formation, extent of management rights generally granted to investors, exit obligations towards the investor, economic aspects of the proposed transaction and the possible implications and risks associated with the transaction.
We help our clients replace their existing high cost Rupee Debt, or raise additional funding at very competitive LIBOR based rates in the form of External Commercial Borrowings (ECBs) loans. We assist in arranging loans with different maturity periods with suitability and flexible structuring options for moratorium periods and repayment of the same.
Key Practices Ensuring Successful Transactions:
Due Diligence
The term Due-diligence describes a general duty to exercise care in any transaction. It spans investigation into all relevant aspects of the past, present, and predictable future of the business of a company.
The main purpose behind conducting due diligence usually is
- Confirmation that the business is what it appears to be;
- Identify potential “deal killer” defects in the target and avoid a bad business transaction; and
- Gain information that will be useful for valuing assets, defining representations and warranties, and/or negotiating price concessions
At Liaisoners, we believe that effective due diligence depends on identifying and managing significant transaction issues, anticipating and identifying potentially important risk and negotiation issues. Our approach is to save time, money and effort as well as to help in influencing the price at the outset of the deal.
A well-run due diligence program can guarantee that a business transaction will be successful. It can improve the odds and eliminate risk to a very large extent thereby ensuring positive results for the company.
We offer both desktop due diligence i.e. promoter and company background checks as well as detailed Financial & Tax Due Diligence (Compliance Health – Checks) involving on-site reviews and interviews with the management.
Business Valuation
Our valuation practice gathers information by understanding the specific industry in which the client operates and provides proactive commercial and market – focused data. We do Financial Valuations & Projections (including FEMA / FDI Compliant Valuations). We select the most appropriate, internationally acceptable valuation technique to arrive at a fair business value prior to accepting or making an offer. Valuations assist in investment analysis, purchase price allocations, negotiating transactions, restructuring process, capital budgeting, segregating costs of assets, financial reporting, fresh-start accounting, taxable events, family settlements and dispute resolutions.
Liaisoners provides independent advice to directors, shareholders or management to:
- Determine the right price to pay or accept for a business
- Determine the value of equity to be issued to new shareholders or partners
- Evaluate merger / swap ratios
- Evaluate and defend an unwelcome and unsolicited takeover bid
- ESOP Valuations
- Valuations for Purchase Price Allocation in a Slump Sale
- Economic Profit Analysis