News

InfraClub hosted the Summit of Infrastructure Project Leaders

DEC' 2017

On December 15, 2017, the Community of infrastructure projects market professionals “InfraClub” together with the National Association of Concessionaires and Long-Term Infrastructure Investors (NAKDI) organized the Summit of Infrastructure Market Leaders in Moscow. Read more ...

The largest distributor and retailer of Omsk, Viktor Shkurenko, became a co-owner of the Skuratov Coffee chain

NOV' 17

The deal took place this summer. V. Shkurenko acquired more than a one-third of the companies operating the network, in exchange for obligation to finance a massive scale-up of this successful Omsk business in the regions. Read more ...

Novaport to build airport under Omsk?

JUL' 17

The owner of the Novaport group Roman Trotsenko reported plans to invest 11 billion rubles within 3 years in construction of the Fedorovka airport. Read more ...

Raedium Investments concluded agreement with Zabaikalskiy Region

JUN' 17

Raedium Investments Investment agency expands geography of activities. Read more ...

InfraClub performed presentation of PPP projects

APR' 17

In April, a new event called "Infrastructural Test Drive" took place at the Infrastructure Club (InfraClub) was held in Moscow. Read more ...

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Investment and financial adviser in regional projects in the private equity market

M&A TRANSACTIONS SUPPORT

We advise our clients on mergers and acquisitions (M&A), helping them to structure the transaction correctly, minimize the cost of acquiring assets and avoid losses.

As investment advisers, we can act on the sell side, helping in selling the company, or on the buy side, when the target business is being searched.

Usually we provide the following services to business sellers:

1. Preparation of a package of investment documentation:

  • an investment memorandum that will be sent to potential investors for making a decision on investing;

  • data room - a set of documents in electronic form, required for a comprehensive due diligence;

  • financial model of assets.

2. Evaluation of the fair value of the company.

3. Analysis of potential investors:

  • preparing a list of potential investors and sending out proposals;

  • conducting preliminary negotiations, signing a confidentiality agreement and a memorandum of understanding.

4. General management of the transaction process:

  • assistance in choosing legal, tax and other advisers for the transaction (if necessary);

  • creation of a working group for the transaction including client representatives, legal advisers and other transaction advisors;

  • distribution of tasks among the participants of the working group and coordination of their efforts to conduct the transaction;

  • regular preparation of internal reports on the status and outcome of the transaction for the client.

5. Development of variants of the transaction structure, based on maximum efficiency for the current owner.

6. Negotiation:

  • identification and establishment of contacts with shareholders, employees of potential investors and their advisers responsible for the transaction;

  • development of a negotiation strategy for each meeting;

  • creation of preparatory materials for negotiations;

  • negotiating with investors and their advisers on all aspects of the transaction, including, among others, commercial terms of the transaction, regulatory issues, transaction issues; legal negotiations together with legal advisers, etc .;

  • сonducting business correspondence.

7. Coordination of the due diligence:

  • collection of documents and preparation of a data room;

  • providing access of potential investors and arranging the preparation of answers to additional questions.

8. Preparation and maintenance of transaction documentation:

  • preparation of non-binding offers for the transaction, including, among other things, uation, transaction structure, payment structure;

  • preparation of all interim agreements with investors, for example, agreements of intent (MoU) and confidentiality agreements (NDA);

  • preparation of initial drafts of transaction documentation, in conjunction with legal advisers;

  • analysis of potential investors" comments on draft transaction documentation;

  • participation in negotiations on transaction documentation with potential investors and legal advisers;

  • preparation of the contract of sale and discussing it with both parties;

  • conclusion of the contract of sale and closing the transaction.

When looking for investors interested in buying a business, we actively use a wide client base and access to investment opportunities in Russia, Finland and Japan with the help of our partner - the Septem Partners investment-bank team.

Expansion of business and the development of a regional network of our customers usually is done through the purchase of stable companies.

At the initial stage, we conduct the investment research and market analysis, collect information about partners, competitors and potential investment objects of interest to our clients.

Deep knowledge of the industries we specialize in and extensive connections in business community let us narrow the search segment, based on our market analysis, to a few acquisition objects most suiting the client"s needs.

The selection of targets can be done for different categories of investors: strategic investors expanding their business, and financial ones focusing on optimal investments in the private equity market, both corporate clients and HNWI.

Our services to business customers can be divided into 3 large stages:

Stage I - Preparation of documentation for the transaction

  • conducting analysis of the regional market in order to identify attractive and affordable local players as targets;

  • preparation of a market survey with a list of targets;

  • collection of information on potential objects of the transaction (targets);

  • preparation of the information memorandum;

  • development of the structure of the transaction, which is reflected in the process letter.

Stage II - Proposals and due diligence

  • selection of the target company;

  • due diligence of the selected target company;

  • estimation of the fair value of the selected target company;

  • assistance in choosing a law firm to prepare a confidentiality agreement, a share(s) purchase agreement, preparing materials for the data room and getting other legal advice related to the transaction objectives;

  • preparation of managerial presentation;

  • maintaining the entire transaction process, including offering the initial price, visiting the target company divisions, management presentations, question-and-answer interviews, etc .;

  • development of the variants of the transaction structure based on the strategic objectives of the client and the attractiveness for the potential seller; while working on the structure of the transaction the interests of both parties are taken into account, the submitted proposals are considered, the possible consequences for the participants of the transaction are analyzed and the participants of the transaction are provided with recommendations on the advantages of various proposals.

Stage III - Negotiations and the contract of sale

  • preparation of non-binding purchase offers, including, but not limited to, valuation, transaction structure, remuneration structure;

  • preparation the contract of sale and discussing it with both parties;

  • supporting and facilitating the coordination of work of other professional consultants involved in the transaction;

  • conclusion of the contract of sale and closing the transaction.