Mergers, Acquisitions, Divestments and Capital Raisings
Clavell offers a full range of advisory services from major corporates to smaller closely-held or public companies on mergers, acquisitions, divestments, capital raisings and company sales.
Clavell’s clients are predominantly New Zealand and Australian based but also include offshore corporates, particularly in the USA and Asia.
At Clavell, an acquisition or divestiture begins with a clear appreciation of the fundamentals of a business. Once we have achieved a thorough understanding of its operations and the dynamics of its markets, Clavell will offer advice and, together with our client, map out a strategy. By knowing a company inside-out, we are able to navigate a direct and successful path to the realisation of each client’s objectives.
Mergers, acquisitions and divestments are by far the largest area of Clavell’s business and has seen Clavell involved in a full range of activities from complex transitions through to relatively straightforward negotiated tender processes and one-on-one negotiations.
Due to Clavell’s internal evaluation of each project prior to commencement and full commitment to each assignment, the Company has an enviable success rate for project for which it is mandated.
Clavell assists clients to produce Information Memorandums, search and find partners/prospects, assists with due diligence and negotiating transactions. It provides potential acquisition advice, scopes the project, valuing either the target or the entity to be sold and manages the process which may include a full negotiated tender process. If an acquisition is undertaken of a listed company, Clavell advises on strategy and tactics available in conjunction with legal counsel, given the requirements of the NZX and securities laws of New Zealand. Moreover, Clavell frequently handles the sale of businesses internationally in conjunction with its associates in Australia, the United States and Asia.
Clavell specialises in the sale and divestment of both large and small businesses.
Clavell’s sell-side services typically include:
Valuation – We will advise a price range which we believe can be secured in a negotiated sale. Our process includes a thorough study of the business, its operations, markets and competition.
Identification of Prospective Buyers – Achieving a premium price for the business entails an ability to find the right buyer who will not only recognise the company’s intrinsic worth, but also the strategic value the business provides. Clavell’s team has considerable international experience and will identify the logical prospective buyers, whether domestic or overseas.
Preparation of Information Memorandum – A potential buyer will require a thorough description of a business in order to properly determine their level of interest. Clavell will prepare an effective selling document, which will provide sufficient information to prospective buyers to allow them to make a fair appraisal of the company. By providing the right information to a prospective buyer and screening candidates carefully, we preclude the distraction of management time on ultimately parties which are uninterested.
Sale Negotiations – Clavell will manage the sale process through the closing of a transaction. We take an active role in discussions and meetings with prospective purchasers and maintain the ability to complete a transaction. When an offer is made we advise our client as to its value and will assist in structuring counterproposals as required. Our experience in negotiating often complex transactions will help maximise both price and terms and conditions associated with any sale.
Closing – We work closely with the company’s legal and other advisors to assist them in drafting the documentation to effect the transaction.
Clavell’s buy-side services include:
Clavell will provide guidance in all stages of an acquisition strategy to identify and acquire a business. Our typical process includes:
Identifying Prospects – Using extensive banking and industry contacts and our proprietary database and research of public and private companies, we will identify and discretely determine the potential availability of candidates which will satisfy our client’s defined criteria.
Making the Contact
Valuation – Clavell has the experience to assist with an in-depth valuation of the targeted company.
Due Diligence – Clavell assists our clients and their accounting and legal advisors in the due diligence process by identifying potential pitfalls, developing projections under varying economic scenarios and assessing the overall corporate fit.
Structuring the Offer – A transaction must be structured in a way which meets the needs and objectives of both the buyer and the seller. Clavell is familiar with a full range of transaction structures which can satisfy the legitimate, and sometimes conflicting, needs of both sides.
Negotiation – Clavell makes its expertise available to its clients both as part of the team and as behind-the-scene advisors.
Financing – Clavell, when requested, can advise on financing alternatives for the proposed transaction for the purchase of a company.
Please contact the office to learn more about how Clavell can help you, or to arrange an assessment of your business.