Assistance in company takeover

We are assisting:

 

- individuals intending to take over a company,

 

- SMEs, industrial groups or private venture firms intending to carry out external growth operations.

 

We deal with cases which are ranging from limited enterprise values to enterprise values in excess of 15 M€.

 

We are dealing with the case from A to Z, turning if necessary to the specific skills of partners whom we pilot and coordinate.

 

In a case of company takeover by an individual, the different generic steps of our intervention are the following:

 

step 1: validation of candidate's project:

step 1 quality is key for takeover process success; turning if necessary to the skills of a certified coach, we identify candidate's project in both professional and personal matters, then we carefully analyse his(her) personality / professional career / potential / undertaking dimension / desires / legitimacy / financial capacities / ... in order to check the perfect consistency between candidate's project and candidate's profile; we return analysis results to the candidate in a totally transparent way; then decision is made to validate the project as such, to refine or modify it, or as the case may be to abandon it; in case of project continuation, on the one hand we have at our disposal strong and convincing arguments pleading for the perfect consistency between candidate's project and candidate's profile, on the other hand we carry out a first tailor-made centring of target companies.

 

step 2: tailor-made search for target companies on the open market and on the hidden market:

step 2 is constituting a key and original component of our assistance offer; step 2 success is highly depending on step 1 performance quality; we firstly validate with the candidate target companies specifications; then we carry out in parallel a search on the open market and a search on the hidden one; as far as the hidden market is concerned, we draw up in cooperation with the candidate a large list of potential target companies; following a preselection carried out by the candidate, we approach the target companies designated by the latter, and we detect the target companies open to discussion; then we put the candidate in touch with potential sellers, previous to ranking corresponding target companies in priority order.

 

step 3: negotiations and contractualization:

we assist the candidate in the first talks with the potential sellers; we carry out diagnosis and valuation of the priority target company(ies), then we assist the candidate in takeover legal and financial arrangements definition, in takeover business plan drawing up, and in search for takeover funding; we draw up a letter of intent, then we assist the candidate in the negotiation of the terms of the letter of intent with the seller, until letter countersignature by the latter; if necessary, we suggest experts for due diligence audits performance, whom we pilot and coordinate; we assist the candidate and his(her) lawyer in the negotiation of the contractual documents (preliminary takeover agreement, assets and liabilities guarantee agreement, takeover agreement, as the case may be shareholders agreement), we assist him(her) in the finalization of takeover funding raising, and we monitor the realization of the suspensive conditions, and this until takeover closing.

 

Hereabove methodology may be adapted to candidate's particular needs.

 

ARKARYS intervention gives rise to previous signature with the candidate of a detailed intervention contract.

 

In a case of external growth of a SME, of an industrial group or of a private equity firm, methodology is a bit different from the hereabove described one, the different generic steps of our intervention being the following:

 

step 1 (optional): delivery to customer of an assistance in the working out of its external growth strategy: 

we carry out an in-depth diagnosis of the customer, of its problematics and of its environment, and we suggest or validate its external growth strategy; we work out an attractive teaser about customer and its external growth project, and we carry out a first tailor-made centring of target companies.

 

step 2: tailor-made search of target companies on both open and hidden markets: 

firstly we validate with the customer target companies specifications; then we draw up a large list of potential target companies on both open and hidden markets, adding target companies pointed out by the customer; following a preselection carried out by the customer, we approach the preselected target companies, and we detect the target companies open to discussion; then we put the customer in touch with potential sellers, previous to ranking corresponding target companies in priority order.

 

step 3: negotiations and contractualization:

we assist the customer in the first talks with the potential sellers; we carry out diagnosis and valuation of the priority target company(ies), then we assist the customer in takeover legal and financial arrangements definition, in takeover business plan drawing up, and in takeover funding search; we draw up a letter of intent, then we assist the customer in the negotiation of the terms of the letter of intent with the seller, until letter countersignature by the latter; if necessary, we suggest experts for due diligence audits performance, whom we pilot and coordinate; we assist the customer and its lawyer in the negotiation of the contractual documents (preliminary takeover agreement, assets and liabilities guarantee agreement, takeover agreement, as the case may be shareholders agreement), we assist it in the finalization of takeover funding raising, and we monitor the realization of the suspensive conditions, and this until takeover closing.

ARKARYS

Postal address: 6, rue d'Ankara, 75016 Paris (France)

 

Tel.: + 33 6 76 09 11 32

 

Fax: + 33 1 73 76 64 43

 

E-mail address: rias.jean@orange.fr