M&A Sell-Side Scope of Services
A. Service Content
1. Strategic Due Diligence Study
Identification of value-creating features of the company/project
Current financial analysis
Review of existing business operations, customers, and growth potential
Forecasting for potential future projects
Revenue and cost (CAPEX + OPEX) projections for the next five years
Profiling of potential investors best suited for the company
Preparation of a summary information note (Teaser)
2. Market Research
Conduct sector analysis to assess the market position
Identify local and foreign companies with partnership and/or acquisition potential
3. Financial Modeling and Company Valuation
Conduct company valuation and financial modelling in English or Turkish
Model designed to allow adjustments to key inputs and scenario testing (provided without password for flexibility)
Analysis of financial statements and cash flow
Development of a visual control panel for comprehensive financial analysis on a single platform
Sensitivity analysis (univariate and bivariate) to measure input changes on financial performance
Balance sheet and income statement ratio analysis for the last three years
Forward-looking proforma balance sheet, income statement, and cash flow projections for five years
Analysis of factors influencing valuation, including major/minor risks
Preparation of a final financial review report
Valuation using Discounted Cash Flow and EBITDA multiplier methods, presenting maximum and minimum valuation scenarios
Recommendations to preserve and/or enhance company value
4. Comprehensive Information Package (Confidential Information Memorandum)
Preparation of a comprehensive information package for potential investors, under confidentiality standards.
5. Meeting and Negotiation Processes with Potential Investors
Receive and review letters of intent
Coordination to address additional information requests
Preparation for negotiation
Facilitation of the bidding process
Financial comparisons of alternative offers received
Recommendation of options based on objectives, buyer motivations, financial/regulatory factors, ease and speed of transaction completion, cost implications, and more
Final negotiations to optimize proposals
6. Agreement Processes with Potential Investors
Coordination and consultancy during term sheet negotiations, including the selection of legal advisors
Support for financial audits or similar due diligence studies
Coordination of buyer due diligence processes
Management of the share purchase and sale agreement process up to contract signing
7. Share Transfer-Transactions (Share Purchase Agreement)
Oversee conditions, payments, performance bonuses, and share sale/purchase options during share transfer
Facilitate post-sale or post-partnership processes to align with your strategic goals and ensure optimal conditions