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CORPORATE ADVISORY

Every single transaction that a company carries out is unique in its own way and is characterized by its own special set of circumstances. A variety of considerations come into play when a company is evaluating merger and acquisition opportunities or is determining the best structure of a deal from a financing and tax perspective.

R&A leverages on its transaction expertise to assist clients pursuing acquisition or investment opportunities in executing deals that create shareholder value. R&A's extensive experience across a broad array of industries and transactions enables it to handle all the complexities relating to business transaction modelling.

Mergers & Acquisitions

R&A helps clients identify better deals and create value through mergers, acquisitions, divestitures and restructuring. R&A works with them to help develop the right strategy before the transaction, execute seamlessly, identify issues and points of negotiation and value, and implement changes to deliver synergies and improvements after the deal.

NEGOTIATION

R&A's Negotiation Support experts provide a range of services to support buyers and sellers of businesses in their contract and deal negotiations. R&A provides its clients with valuable inputs to support their bid and enhance their negotiating position.

Drawing from its experience in concluding many successful deals, R&A provides the appropriate negotiation support required whatever the stage of the process or nature of deal.

R&A offers discrete, professional negotiating support to help with the initial preliminary discussions, preparation of supportive material and suitable deal structure implementation to uncover additional leverage, amongst other things. R&A specialises in providing expert advice in relation to business negotiations between companies, or between companies and other stakeholders such as governments.

DEAL STRUCTURING

Structuring the deal is a key aspect of completing a successful business transaction. It is critical to ensure that the management; employees; past, current and future investors, are all satisfied with the company under its new capital structure.

R&A's focused approach towards structuring the transactions encompasses all the accounting, tax and regulatory considerations that may have a significant bearing on the structure of the transaction. R&A strives to assist its clients in identifying and assessing the best possible structure for a deal which maximises the shareholder's value.

POST DEAL SUPPORT

R&A assists its clients in organizing and closing the deal. R&A continues to collaborate and advise its clients during the post-deal phase also (e.g. advice on enforcement of indemnities for breach of representations and warranties or price adjustment mechanisms; action aimed at minimizing or curtailing the tax, legal, labour or other risks detected in the due diligence).

R&A assists its clients with the preparation of all board room and shareholders decisions in view of post-acquisition restructuring.

DUE DILIGENCE

In today's highly competitive, deal making environment where companies are looking forward to large scale expansion either domestic or transnational, buyers and sellers need reliable information for managing the complexities of the transaction.

It is of prime importance to identify viable opportunities and gauge potential threats without losing much time as the business environment continues to be volatile and fluid.

R&A employs a focused methodology to rapidly assess business transactions to avoid costly missteps that may arise as a result of incomplete or flawed information.

With a focus on feasibility and financial viability of the transaction, R&A generates objective and reliable due diligence reports that form an integral component of the decision making process and serve as an ideal complement to the internal resources of its clients.

Financial Due Diligence

R&A offers financial due diligence services for clients that are contemplating investments, mergers and acquisitions or strategic partnerships. IT assesses the financial position of the target by looking at earnings history, nature of cash flows, future earnings potential, nature of substantive liabilities and assets, working capital, tax compliance etc.

R&A conducts an extensive review of financial statements and financial pro formas to ensure that the projected financial statements are accurate and reflect the reality. This is important not only to avoid overboard pricing but also to ensure that the internal control and risk management objectives are met.

Corporate Due Diligence

To realize the maximum value and to evaluate competing investment opportunities, conventional financial reviews and forecasts are necessary, but not sufficient. They must be complemented by an assessment of the fit and synergy potential of both the parties to the deal.

R&A works alongside its clients to identify and assess key risk factors and uncertainties including factors like corporate history and ownership structure, litigation history, environmental performance, business and political affiliations, cultural differences etc.