M&A Buy-Side Scope of Services
DINAMO’s detailed scope of services are described below:
I. Approaching the Target
DINAMO will coordinate with the seller/ investee to obtain further information that may be available on the target to facilitate the decision-making process. Some of the information which will be obtained is provided below:
a) History & Key Milestones
b) Promoters Details/ Background
c) Key Management personnel
d) Current Products Detail (Brief, Technology, Revenue, Total segment Size, Market Share, Order book size, Competition, Strengths, Weaknesses)
e) Future Product Pipeline Detail (Brief, Technology, Revenue (Projected 5 years), Order book size, Competition, Strength, Weakness)
f) Technology Development
h) Financials including CAPEX (last 3 years Actual, projected 5 years)
i) Key Customers, Contracts with Buyers as well as Customers
j) Details of any key liability (Product, Tax, etc)
k) Any other material information
l) Business Plan: Projected financials for the next 5 years (P/L, B/S, C/F) standalone
m) Status of Patents and Trademarks
n) Benchmarking with Competitors on Key Parameters.
II. Execution
DINAMO will act as the advisor for the transaction during the validity of this agreement and will assist the Company in the Assignment as follows:
a) Position the Company as a preferred strategic partner for the Target: DINAMO will interact with the seller and its advisors to try to position the Company as a preferred, credible, and serious strategic partner for the transaction.
b) Coordinate the process with all parties involved on behalf of the Company: DINAMO shall coordinate meetings and collection of information from Target (and their advisors) and independent sources to ensure timely and smooth execution of the process. Understanding the business status, reasons for the seller to dilute/ sell and expectations.
c) Pricing of the Transaction: DINAMO will assist the Company in arriving at an indicative value of the Target, bearing in mind the industry and company-specific business scenario, using appropriate valuation techniques. DINAMO will coordinate with the Company’s financial and legal teams on due diligence-related issues and factor them into the pricing at the proper stages.
d) Submission of Non-Binding Offer: DINAMO will assist the Company in assessing the Target and formulating a Non-Binding offer for submission. DINAMO will assist the Company in negotiating the Non-Binding offer to capture the necessary conditions and covenants.
e) Assistance in due diligence on Target: DINAMO will assist the Company in planning and coordinating the due diligence exercise to be done by the Company on Target. DINAMO will assist in outlining the necessary due diligence work to be carried out and assist the Company in managing and coordinating the work of the various parties involved in the due diligence process.
f) Structuring the Transaction: DINAMO will evaluate the feasibility of the various structuring alternatives for the transaction. DINAMO will recommend suitable options, given the acquisition objectives, the motivations of the seller, financial/regulatory issues involved, ease/speed of transaction completion and associated cost implications, etc. For the scope mentioned above, DINAMO will rely on the Company or the work of other advisors in specialized areas such as tax and regulatory matters.
g) Negotiations with the Target: DINAMO will assist the Company in designing and implementing a suitable negotiation strategy for the transaction;
h) Documentation: DINAMO will assist in reviewing the transaction documents - share purchase agreements/ shareholder agreements, joint venture agreements, etc. proposed by the counterparty from a commercial perspective. DINAMO will provide assistance in negotiating and finalizing the above documents with all concerned parties.
i) Assistance in closing the transaction: managing the acquisition process to completion by liaising with the seller’s advisors and other professionals involved.