ACQUISITIONS AND MERGERS
OF BUSINESS

Due diligence

Analysis
The merger or acquisition process begins with a thorough gathering of financial, operational, legal and tax information on the target company. This key step includes reviewing financial statements, contracts, litigation, equipment, employee lists, intellectual property, and other relevant elements to obtain a clear view of the situation.

Financial health
Financial statements are carefully analyzed to assess economic strength. Pending contracts and litigation are reviewed to identify risks, and intellectual property is verified to ensure validity and value.

Initial negotiation and letter of intent

Following the letter of intent
Initial negotiations focus on the purchase price, payment terms, warranties, indemnities, and non-compete clauses. These discussions are fundamental to establishing the basis for the final agreement.

Preparation of the LAW
The letter of intent (LOI) or indicative offer sets out the main terms of the transaction, framing the following negotiations. Once signed, an in-depth analysis of the results of the due diligence is carried out to confirm the information provided by the target and the viability of the acquisition.

Post-due diligence adjustments
Depending on the results, adjustments to the price or contractual terms can be negotiated to align the parties on a final agreement. This step reduces post-acquisition risks and ensures an optimal framework for the success of the transaction.

Closing of the transaction

Drafting and negotiation of the contract
Once discussions are completed, the team focuses on drafting the merger or acquisition contract, incorporating guarantee and indemnity clauses to manage the identified risks.

Prerequisites
Closing is subject to obtaining the necessary regulatory approvals and consents. Only once these conditions are met can the assets and liabilities be transferred in accordance with the agreed terms.

Execution of the fence
Finalization includes the transfer of assets, payment of the purchase price and performance of all contractual obligations.

Post-closing

Integration and monitoring
Once the agreement is reached, the focus shifts to integrating activities, teams, and systems. Agreed financial adjustments are made, and legal and accounting documents are updated.

Performance evaluation
Regular communication between the parties is maintained to monitor performance and initiate discussions in the event of deviations. The objective is to maximize the value of the acquired business and ensure sustainable success.