Corporate sale
Right buyer, right time, right place
Superior buyer intelligence delivers optimum outcome
Legacy Approach
In highly fragmented markets where advisors do not perform buyside services and are compensated on completions as opposed to transaction outcomes, their buyer knowledge is severely limited and comes with a short shelf-life.
Danescor Approach
In order to secure the best outcome in terms of price, structure and cultural fit, it is paramount a company looking to sell engages with ‘Best Fit’ bidders.
By accessing real-time buyer intelligence, in combination with unique messaging and transaction management software, companies benefit from unrivalled transaction control achieving above market results.
Result:
Better buyer match delivering improved performance while reducing transaction costs by 80-90%.
Typical Sale Process
Preparation
Strategy
- Understand shareholder objectives and requirements
- Identify key asset attributes and potential buyer synergies
- Evaluate potential appeal to trade and/or financial buyers
Understand shareholders’ reasons for selling and what their main objectives are alongside management transition requirements and implications. Analyse and evaluate the company to identify the key selling features and points of differentiation for the company and understand the main characteristics which will drive synergies and value for potential acquirers. Establish the seller’s buyer criteria and understand the characteristics they are looking for in a potential acquirer. Evaluate whether the transaction would appeal to trade and/or private equity.
Buyer Market
- Identify differentiated buyer personas
- Establish criteria for buyer inclusion
- Research and collate buyer universe
- Analyse, segment and prioritise buyers
- Produce transaction collateral and documentation
- Finalise marketing materials
- Agree project set-up and reporting
Analyse the Company’s assets and operations to correctly identify the potential synergies and value creation strategies achievable from a transaction. Research the market to identify buyer categories most suitable for delivering on synergy potential. Research and establish strategic logic, capability, and track record to support inclusion in buyer universe of circa 50-100+. Draft and finalise marketing materials (teaser, information memorandum, outreach email, detailed financial pack etc.). Categorise and prioritise buyer list and establish marketing strategy.
Marketing
Approach
- Agree campaign strategy and buyer prioritisation
- Contact selected parties and manage initial information dissemination
- Manage and evaluate interest
- Execute NDAs and distribute detailed information packs
- Respond to preliminary due diligence questions
Arrange and direct management calls
Establish outreach marketing strategy and buyer prioritization. Initiate outreach campaign maintaining strict confidentiality at every stage of the process. Manage communication and information dissemination under NDA, together with managing preliminary due diligence questions and constant buyer evaluation. Arrange and project manage buyer calls keeping agenda and information exchange relevant to the transaction stage.
Narrow the field
- Evaluate and assess indications of interest received
- Research and identify buyer fit and negotiating strategy
- Understand potential deal structures and required approval processes
- Identify potential transaction risks
Establish realistic timetable to completion. Depending on the market strategy adopted, hard or soft, a prioritization and filtering process needs to be adopted in order to narrow the field. Assess the various indications of interests received in terms of commitment, fit, capability, experience and required process. Back engineer individual buyers’ interest, pricing and structure to better understand the comparability across multiple offers. Understand individual buyer approval processes, establishing potential counterparty risks. Establish project timetable to completion with timeline on due diligence, drafting SPAs, etc..
Closing
Negotiation
- Establish walk away position
- Understand buyer interest and depth of competitive tension
- Refine negotiating strategy
- Identify time to agree the deal
- Detailed negotiation to finalise price, structure and agree exclusivity
Consider and evaluate the market interest received and opportunity for creating competitive tension. Analyse and ‘back engineer’ the buyer’s negotiating position and potential value creation from the transaction. Successful negotiation often requires patience, stamina and attention to detail. Establish walk away position together with negotiating currency both high and low value for both sides. Look beyond the outline deal to establish agreed roadmap for timely and efficient transaction completion.
Due diligence and legals
- Establish and agree due diligence process
- Gather information and populate VDR
- Manage working capital / excess cash evaluation
- Project manage work streams, responsibilities and timelines
- Minimise and mange any due diligence renegotiations
- Finalise post closing integration plan
- Complete legals & make announcements
After agreeing outline offer and entering exclusivity respond to due diligence which requires attention to detail and significant time and resource commitment. Set-up the virtual data room (VDR) with a logical structure and format and populate with necessary documentation. Respond methodically to due diligence questionnaires (legal, financial, commercial) making sure all risk are minimised. Manage working capital / excess cash finalisation along with minimising and managing any potential due diligence renegotiations. Finalise documentation and post closing integration plan.
Buyer Intelligence
Microscope over buyer universe
Danescor provides clients with a unique view of their real-time buyer landscape. Clients are not only able to analyse a potential buyer’s strategic fit and financial strength, but also to understand the buyer’s track record of acquisitions. Through Danescor’s extensive experience in helping acquisitive companies, the company has built an unrivalled buyer network, enabling clients to efficiently conclude a competitive sales process.
Professional services
Experienced company sale support
Through a highly qualified team of professionals with extensive company sales experience, Danescor provides extensive professional services covering all aspects of the M&A transaction essential to achieving successful sales. From buyer research and identification, to evaluation and negotiation, Danescor offers an unrivalled, tailor-made solution. Clients have the flexibility to dynamically manage the level of support they require across the different stages of the transaction process.
Transaction Management
Complete control and confidentiality
The Danescor Transaction management application provides clients with complete control, confidentiality, and visibility of their transaction throughout the process. The collaborative nature of the application allows for all parties involved to access and complete disparate workstreams seamlessly. The application’s market leading analytics deliver real-time transaction KPIs with secure communication reporting and live buyer tracking. With proprietary confidential messaging and integrated virtual data room together with an extensive knowledge and valuation centre, Danescor provides everything for a successful sales.