MERGERS & ACQUISITIONS

You want to Sell Your Company

We can help you in the following services :

• Prepare for selling your Company
• European Financial Residency for outgoing Shareholders
• Phased Buy-Outs
• Management Buy-Outs

Choosing to sell your Company needs good planning and positioning. You may need to prepare your Company for sale by looking at its composition, re-arranging debt and restructuring any group infrastructures. By implementing complex financial methods, we can make your company more attractive to investors and potential buyers.

“We're Buying."

Euro Capital has experience in restructuring companies and their debt, preparing companies for sale, and indeed purchasing companies.

We have an energetic appetite for acquiring small to medium sized private enterprises in many different industry sectors. Calling on our experience and knowledge enables us to design intricate financial models allowing us to acquire companies in all kinds of financial condition; whether highly profitable, asset rich – cash poor, or distressed.

If you feel you wish to sell-out to a competent buyer who will offer you the best remuneration or phase-out purchase plan and carry your company forward, Euro Capital is your solution.

In buying-out companies we are keen to work with the owners to create the best possible deal for both seller and buyer. We can structure phase-out purchases where the owner sells parts of his company over a period of time with the aim to sell all of the company at the end of the period. Alternatively, the seller may decide to sell the company to a dynamic and professional buyer who may boost the company forward whilst retaining a shareholding or honorary directorship within the company and gain further rewards down-track.

Furthermore, we can arrange European financial residency for your sale proceeds and offer revised structure to existing shareholders planning to sell their shares to gain benefits by lowering tax on sale proceeds.

Structuring the correct purchase plan is paramount for the continued success of the business with its new owners and of course equally important to the seller to ensure that maximum gain can be made from its sale.

Whether the sale is structured as a merger, management buy-out or a straight forward acquisition, we are able to help plan the entire sale hand-over to enable a smooth transition and ensure the seller's financial gain is protected and the health of business lives on and grows under its new ownership.

Many acquisitions that we undertake are done with a view to taking the business public inside a 5 year window. These appeals too many private company shareholders who are wishing to sell their businesses to a more energetic board that will continue to grow the business whilst retaining a small shareholding or debenture within the company, reaping a larger reward at IPO.

To discuss a sale or part-sale of your company in complete confidence, or to discuss any aspects of selling your company, we would be pleased to hear from you. Our senior partners would be pleased to discuss requirements over the telephone or invite you to visit us in complete discretion.

You Want to Buy a Company

We can help you to study your project and your research:

• Acquisition Finance
• Expansion & Additional Capital
• Corporate Structure / Restructure
• Qualified Management

In buying any company there are several major points that must be addressed;

• Due Diligence – on the target company and the market place, its competitors and market share.
• Financing Strategies – how is the purchase to be financed? When purchasing a company there are many different financial structures and methods that can be adopted. It is not always a matter of writing out a cheque or getting a bank loan to purchase. ICS develop bespoke methods to maximise the buyers options.
• Purchase Methods – A group structure, MBO or phased / structured purchase. Offshore companies and trusts may be employed to maximise tax advantages.
• Structuring – Purchase parts of a company or the whole group. How it is structured is extremely important to ensure that financing strategies and financing options are optimised and in the event of immediate turn-around, the structure must be 'stand-alone' and identifiable.
• Accounting Systems – Understanding the accounting methods of the target company and ensuring that no historic 'financial trickery' has been used by the target company's present owners to hype the values or mis-represent the financial statements.
• Staffing & Management – Installing your own Board and Chief Executive and deciding who is an asset and who is a liability.
• Price Earnings Ratio – the key to successful acquisitions. As well as these, it is also important to keep an eye on your objectives. Is the purchase of the company to merge with existing business, buying out a competitor, or is the objective to restructure and grow the company toward a public offering? In any event, you will need to have identified a competent Chief Executive and Board to work alongside the outgoing management. A purchase should be planned to ensure that the structures are completely understood and will remain in place until the incoming management have had time to restructure to their own methods otherwise you could be buying a headless chicken. Euro Capital has access and experience in undertaking extensive due diligence on target companies and the individuals behind them. We can plan and acquire the finance and funding needed to make the purchase and negotiate the point of entry. Through our extensive international partnerships, we can ensure that you have the right people at senior executive level to ensure that the plan is affected with precision and discipline and all objectives are met on time.

You want to launch a Merger

"Merge to benefit."

• Funding Cross Border Mergers & Acquisitions / Take-overs
• Demergers & Corporate Restructuring
• Joint Ventures & Strategic Alliances
• Full Advisory Counsel

The Merger motivation and its alchemy equation is 1+1 = 3. The main idea behind launching a merger or acquisition is to create shareholder value over and above the sum of the two companies. Its main reasoning is that two companies together are worth more than two separate companies.

Fuelling this motivation are the following factors;

• It creates a more competitive, cost efficient company
• Narrows the competition
• Greater market share
• Increased buying power / Economies of scale (Synergy)
• New sales opportunities
• Lowers costs and staffing requirements

Mergers & Acquisitions, although often uttered in the same breath have slightly different meanings. Acquisition is when one company 'swallows' the target company and clearly establishes itself as the new owner. See Acquisition.

In a merger, two firms (often of equal size) agree to go forward as a single new company and become one. Both company's stocks are surrendered and new stock (of the new company) is issued in its place. Mergers will need restructure and refinancing.

There are several types of mergers, each is fuelled by a differing motivation, although each sharing the same goal to become more efficient;

• Horizontal Merger – Where two companies in direct competition with each other agree to merge.
• Vertical Merger – Where two companies merge such as a customer and supplier for mutual benefit.
• Market Extension Merger – Where two companies merge that sell the same products in different markets.
• Product Extension Merger – Where two companies merge that sell different products in the same markets.
• Conglomeration Merger – Where two companies merge that have no common business areas.

To launch any merger, it is important to have the correct structure and objectives. It is essential to understand the process and to have the correct financing in-place. It may call for intricate financial structures to be implemented to ensure that control is not compromised in the new company.

To begin a merger launch or take the first steps towards proposing a merger with your target company, speak to us first. With our financial expertise and our associated legal teams, we are able to effectively reach your objectives, swiftly.

You want to launch a management buy-out

"Participation in reward."

• Financing MBO's and other Leveraged Buy-Outs
• Corporate Restructuring
• Privatizations
• Secondary Buy-Outs
• LBO Analysis

For the management and senior executives who have put their life and sole into their company, protecting and owning it may become an attractive solution for future security and independence.

Launching a Management Buy-Out (MBO) is a leveraged acquisition, using the assets of the target company to raise the money for the purchase. An MBO will ultimately require financial sponsors or private equity. Where the management may struggle to raise this initial acquisition capital, we can raise capital secured on the target company assets and look to the target company's cash flow to secure interest and repayment.

Leveraged buy-outs are now common practice. In recent years we have seen the age of the mega-buy out where company's have been bought and sold for hundreds of billions of dollars. Regardless of the amount, the principal remains the same.

The goal of any MBO will be to strengthen the managers' interests in the success of the company. MBO's have assumed an important role in corporate restructurings beside mergers and acquisitions.

It is important to consider various factors when entering an MBO position; Fairness to Shareholders, Share Price, the future business plan and legal and tax issues.

In order to ascertain the requirements of launching an MBO, it is important to hold a perfect understanding of your company, its shareholders, employees and customers. An expert overview is essential.

For financing, restructuring and launching the initial steps toward an MBO, please contact us in the strictest confidence where our team of expert financiers can advise you on every step of the process and begin to lay the building blocks of a successful MBO launch.

For more information, please contact to EURO CAPITAL in PARIS:

EURO CAPITAL
La Grande Arche de la Défense
Paroi Nord
92044 La Défense, PARIS
FRANCE

Email : info@eurocapital.biz
Tel: +33 6 74 58 26 65 / +33 1 48 41 07 51

Website: www.eurocapital.biz