Transaction Services

In the context of an acquisition or merger, the potential buyer needs to obtain an in-depth understanding of the economic, financial and equity position of the company being acquired (the target).

Financial Due Diligence therefore becomes a preparatory activity for proceeding with extraordinary transactions. Financial Due Diligence is a useful review for assessing and understanding the company and provides an additional advantage during negotiations. Awareness of potential risks, as well as of the opportunities that the acquisition may represent, makes it possible to take the right decision, steer negotiations towards the intended objectives, begin preparing any changes to the organisational structure well in advance, protect against risks, and make the most of all the opportunities arising from extraordinary transactions.

Vendor Due Diligence is a service provided for the benefit of the owners and directors of companies being sold. Vendor Due Diligence offers three main benefits:

• it provides information on the risks that potential buyers may face when carrying out Financial Due Diligence, and subsequently makes it possible either to eliminate such risks or to structure negotiations in the best possible way;
• it reassures the buyer as to the seller’s responsible approach; furthermore, the performance of Vendor Due Diligence by subject-matter experts may be perceived by the buyer as an additional safeguard;
• Vendor Due Diligence concludes with a report containing comprehensive information on the company concerned, while protecting its business confidentiality, and resulting in time and cost savings in relation to Financial Due Diligence.

Outsourcing Vendor Due Diligence makes it possible to assess the company being sold objectively. Very often, it also highlights factors that are essential for negotiations but had not previously been regarded as such by the seller.

In every transaction, the Sale and Purchase Agreement (SPA) represents the outcome of the main commercial and pricing negotiations.

RSM’s team of specialists in extraordinary transactions provides support at every stage of a transaction, including the identification and structuring of value issues relating to pricing and completion mechanisms, in order to assist clients in their negotiations. Following completion of the transaction, the team supports clients in protecting or generating value through the implementation of any completion mechanisms set out in the Sale and Purchase Agreement (SPA).