Operational deal services

We can help you maximise value when divesting or acquiring non-core assets that have historically been integrated, so you can focus on running your business.

Vendors need to prepare early and comprehensively, and should consider success beyond the headline sales price.

For purchasers, the focus is too often on getting the deal done and ensuring a smooth completion process, but the challenge to realise value from the deal really starts post-completion.

We work with buyers and sellers to support the separation of non-core operations that are integrated with a parent company.

Support for vendors

Vendors can get help to define their most appropriate divestment and separation strategy, considering likely bidder requirements, identifying the key separation issues, and developing plans to mitigate. We can also define optimum standalone operating models and organisation structures backed up by robust financial analyses.

We can help manage the adverse impacts of separation on a retained business, and support management to develop robust business plans that reflect upsides when operating independently, that will stand up to bidder due diligence.

Support for purchasers

We help purchasers to identify key separation risks, issues, and opportunities in their transaction, and we provide clarity on both the financial and operational implications of separating the target business from its parent.

We help clients to navigate smoothly through deal completion to take control and to establish the new standalone (or integrated) business model, enabling management to focus on delivery of their business plan, against which success is ultimately measured.

Defining integration strategy and driving change to combine two or more businesses.

Integrations can deliver significant benefits, as long as they're executed in the right way. Striking the right balance between a structured process and a tailored approach can be hard to achieve. Integrations are also challenging – making a deal pay off and avoiding the pitfalls of a transaction isn’t an easy task, especially when resources are limited, and the timeframe is tight.

We can support you on both pre-and post-deal aspects of a merger or an acquisition, covering the four key areas that are critical for a successful integration:

Aligning the vision

• Integration strategy and organisational vision
• Synergy identification, assessment, and validation

Engaging people

• Organisational design, structure, and reward plan
• Leadership and talent development
• Cultural alignment

Taking control

• Day 1-planning
• Integration management office

Capturing value

• Target operating model development and review
• Post-day 1 planning and implementation support
• Synergy tracking
• Post-acquisition review

Revenue and cost synergies can be a key driver for transactions and can offer buyers a significant advantage. We can support you to identify, quantify, and track your synergy benefits and risks.

Having an accurate assessment of synergies will also support buyers to define success post-deal, during the implementation of the integration plan.

Synergy estimates may be required for regulatory requirements, and need to be prepared with the highest standards of care and accuracy to stand up to public reporting scrutiny.

We assist institutions in developing robust synergy cases that can stand up to public reporting if required (eg, the target is a UK-listed company, hostile bid or merger benefits announced).

In addition, we'll also provide:

• quantified one-off costs and implementation risks
• a realistic and objective view of benefits and timeframes
• a practical perspective of the combined businesses potential that can be achieved
• a robust understanding of the risks and opportunities
• an executable implementation plan.

For the majority of organisations, technology, and the digital agenda underpins nearly every business process, and is a primary driver for market differentiation, business growth, and profitability.

Traditional IT due diligence has been internally focused on identifying and assessing the potential risk in a target business – a reflection of technology merely considered as performing a support role. Today, the emphasis needs to be far broader and outward looking to encompass the use of cloud-based services and e-digital platforms, enabling an understanding of how technology can truly impact deal value.

Our insights and experience help investors to understand the transaction value drivers of technology, plus upsides and risks, by conducting due diligence, advising on technology, and digital strategies, and executing technology change, including integration and separation. In addition, our security specialists can undertake a cyber-security due diligence assessment to identify any potential risks associated with an online presence and digital strategy.

Our team is made up of experienced chief information officers and technology leaders who recognise the critical role of technology in a transaction and business context.

The finance function is playing an increasingly important part in the success of a business and transactions. Some organisations focus their finance team on process efficiency, looking for the lowest cost and most reliable ways to manage invoices and other daily accounting items. Others look to finance to play a more strategic, value-adding role. For acquirers, being crystal clear on what type of finance function you're acquiring can be a key element of informing both deal value, and the change required post-deal, including integration.

We provide finance function due diligence services to ensure acquirers have a fully informed view of what they'll inherit. This understanding helps to accelerate post-transaction plans, and ensures that the right engine room is in place to deliver them.

Acquirors need to have their eyes wide open and understand what they're taking on operationally, considering the efficiency and effectiveness of the target operations, and ability to deliver the business plan underpinning transaction value.

Our operational due diligence experts, with deep line management and transaction experience, can help you to assess the potential risks and opportunities in a business. Often this includes support to:

• challenge business plans including revenue, direct, and indirect costs
• challenge operational improvement plans, including cost savings, cost initiatives, capacity improvements, and capital expenditure plans
• assess the asset quality of manufacturing plants.

We have specific manufacturing and supply-chain expertise with an extended focus on automotive, however, we have experts across most sectors. We can support assessments of all business functions including procurement, finance, HR, sales, and marketing.

We use a top-down and bottom-up approach that links the business plan and forecasts to the activities in the business. We leverage operational KPIs, finance data, comparators/benchmarks, management interviews, and our experience to triangulate a view on risk and opportunities.

Our team has integrated environment, social and governance (ESG) capabilities to evaluate the risks and opportunities when assessing business value. We can provide valuable insight into the sustainability and ethical impact of the business.

Having this insight provides an effective understanding into risk management, reputational issues, costs, and operational efficiency. Conducting an ESG assessment in a transaction can:

• support and facilitate access to ‘green’ capital and debt
• ensure regulatory compliance, and future compliance risks to the business
• provide comfort where the target’s customers demand ESG targets
• identify risks in the business plan and the potential cost to rectify.

Good ESG principles deliver value to the bottom line of many businesses and also benefits to society and the environment, which leads to a more sustainable and responsible future.

Our ESG assessment supports the business to align with ESG principles and identify gaps in the target’s operations, this mitigates risk associated with the transaction.

An IPO is likely to be the single most important and visible transaction in the life of your company. Timing is key and to ensure that you're ready to make the most of your window of opportunity, proper planning is vital.

Our IPO readiness team brings together experts in all aspects of an IPO – including Nomads and experts in financial due diligence, modelling, governance, and process and controls.

We assist companies by providing them with absolute clarity on what gaps need to be filled ahead of a listing and then provide implementation support to address those areas effectively and in a future-proofed way. The outcome is an IPO candidate that's as prepared as possible for the IPO process and also for life as a listed business beyond the transaction itself.

Value erosion can occur from up to two years before exiting a company.

The business value is often unrealistically 'talked up', the growth story may not be rigorous, the performance track record isn't clear, and there may be challenging separation issues.

Businesses are often poorly prepared and by the time this is identified it's too late to have a significant impact on trajectory. We have proven methods to enhance, present, articulate, and defend value.

Exiting the ownership of a business can be an emotional and turbulent time for most people. Having objective advisors who can remove the unnerving uncertainty adds value and we tailor our advice to how close you are to the transaction.

Ideally 12-18 months ahead of the transaction we can help you identify and implement activities that will dramatically increase the value of your business.

Closer to the transaction there are usually fewer options available, however, we can help you tailor the business to potential buyers and articulate the key value drivers to increase the attractiveness.

Our experienced deal advisers can help you to maximise the value in a deal through:

• enhancing value – working with you to identify performance opportunities across the whole business, including commercial, operational, technology, tax and working capital improvements
• presenting value – helping you articulate your business and tailoring your deal to each type of buyer
• articulating value – clarifying the commercial and operational position and supporting evidence to help your buyer understand the detail
• defending value – reinforcing the story to ensure the buyers don’t try to reduce the price of the business and erode value through negotiations.