We essentially operate as an external consultant to our client’s Merger & Acquisition strategy.  We provide select services to complement our clients’ in-house expertise, or we can act as Project Managers, taking complete ownership of our client’s strategy from inception to conclusion.

As our clients range from serial acquirers to owner-managed businesses (“OMB”) which seek a single strategic business acquisition, they will typically have a mixture of different resources and experience of M&A transactions available.  Recognising this, we can provide any or all of the key roles required as part of this assignment.

In elementary terms, we can provide independent and targeted advice for any of the key stages of a deal, which we summarise as follows:-

Research Phase

• Review industry competitors to identify recent M&A activity and business development strategy
• Assess the potential risks, rewards, advantages and costs of an acquisition strategy
• Research the targeted industry to identify suitable acquisition targets based on financial and commercial criteria
• Conclude with a report to our client, which contains a considered target shortlist or a detailed profile of a single or select acquisition target(s)

Valuation Phase

• Produce a desktop-based valuation on the preferred target(s)
• Prepare a corporate integration plan for the acquisition strategy before any covert approach is made

Approach Phase

• Project manage the approach to potential acquisition targets
• Gather up-to-date financial information on the target under a confidentiality agreement and then refine the business valuation after assessment of Company specific features
• Coordinate initial exploratory discussions and, on the client’s instructions, produce and submit an illustrative Offer and deal structure for the potential acquisition
• Negotiate and finesse any Offers submitted in order to achieve exclusivity to the potential transaction

Debt Advisory

Depending on the expertise and capacity of our client’s finance function, we maybe asked to take responsibility for producing a Business Plan or Financial Forecasts which represent the transaction and then, if required, to introduce the opportunity to suitable providers of finance.

As a guide, Azoria Consulting can provide the following services

• Prepare detailed financial forecasts which represent the proposed transaction which will be utilised by proprietors and external financiers
• Conduct a sensitivity review on the forecasts which are utilised as part of the Due Diligence process
• Introduce clients to suitable equity and debt providers that can help deliver the acquisition, future growth, recapitalisations and/or restructurings post-completion
• Negotiate with providers of finance and select the preferred funding partner
• Oversee Financial Due Diligence (“FDD”) and bank facility covenant negotiation

Post-Completion

• Given our knowledge of a transaction, on occasion, we are asked to provide short to medium financial and Non-Executive Director (“NED”) services to assist in the transfer of knowledge of the deal post-execution.
• In circumstances when sophisticated debt/equity funding packages are utilised, we may also be requested to stay on to ensure initial reporting and implementation of new funding systems are fit for purpose
• If necessary, we can also make introductions to suitable executive personnel who are experienced in business development and can assist in the long-term post-acquisition strategy

Upon Completion of an Assignment, we do not seek any publicity for our role or the Transaction.

Our fees will conventionally be contingent upon the successful conclusion of the respective phase of the Assignment or the Transaction as a whole.  Our fees are the exclusive cost of our buy-side client.