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Merger, Acquisitions & Disposals

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37,Bir Uttam C.R.Dutta Road, Nahar Plaza(9th Floor, Hatirpool, Dhaka-1000

Tel:+88-02-9670775,Mobile:+8801711 051 276
Email: md@srcabd.com

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SRCA Mergers, Acquisitions and Disposals Advisory

SRCA experience includes advising clients on both acquisitions and divestitures. We provide advice on M&A transactions for one party exclusively. This maintains our ethical, conflict-free independence and our focus on representing the best interests of our clients. We advise clients looking to accelerate their growth path through acquisitions and clients seeking to divest all or part of their business. We act for small and medium sized companies as well as for portfolio firms owned by venture capital, private equity and hybrid funds.

What sets SRCA apart is our involvement in every phase of the transaction: from corporate review and analysis to identification and stimulation of interest from qualified potential partners through to enterprise valuation, negotiation and deal completion. We are our clients’ partners at each and every stage of the journey, through the rough and the smooth. To expedite a smooth and seamless process, SRCA oversees and coordinates all of our clients’ advisers – legal, tax, accounting – to drive forward the transaction and to ensure high-quality communication.

Acquisitions

For companies seeking to accelerate growth through access to new markets, products and services and new customers, acquisitions may form a strategic cornerstone of that growth plan. SRCA has extensive experience acting as an “in house” corporate advisory team, initiating thorough searches to identify the highest quality acquisition candidates in Bangladesh.

Our small size and focus enables us to deliver a comprehensive list promptly, and to initiate confidential discussions with those targets selected. Debobrota Kumar Sarker, MBA, Managing Director, leads each stage of this process whose steps include:

  • Establishment of our clients’ strategic and financial goals and objectives together with an acquisition strategy and criteria
  • Identification and analysis of prospective targets
  • Approach and continuous contact with target companies
  • Valuation of the business target
  • Recommendations on deal structuring and coordination of the due diligence process
  • Continuous support throughout the process from performing valuation of the target for purchase to negotiating the optimum terms and conditions of the definitive contracts through to a successful close of the transaction
  • Arrangement of financing when required.

Divestitures

No one knows a business better than its owners. But when the time comes for a sale or re-capitalisation, the shareholders need to rely on a team of professionals to manage and execute what may well be the most significant transaction in a company’s history.

Having the right team, with the optimum balance of expertise and creativity running a professional process is critical to maximising value and securing a successful close. The process includes these key steps:

Company Review and Valuation

SRCA works with the company’s principals to identify strategic strengths and weaknesses and to determine the value drivers. SRCA performs rigorous market sector research and financial analysis of historic performance and the projected business plan in preparation for the due diligence process.

Preparation of the Information Memorandum
This confidential and formal document provides a comprehensive overview of the company’s history and background, products and services, business development, sales and marketing activities as well as its corporate and organizational structure. It will also include historical and projected financial information, namely profit and loss, balance sheet and cash flow statements. This important document is carefully drafted by the experienced team at SRCA.

Preparation of Presentation
We help the principals plan and prepare their presentations to potential buyers so that they are fully comfortable before any face-to-face meetings take place.

Identification of Potential Buyers
SRCA identifies and qualifies potential buyers on a worldwide basis for the company being divested. Potential buyers can include private and listed corporations as well as private equity funds. Together with the principals, we establish the optimal potential buyer profile and use the criteria for selection. SRCA’s value-added contribution is to tailor a logical argument for purchase to each interested party, stimulating a high level of interest in the process and ensuring the very best outcome.

Identification of Potential Buyers
SRCA identifies and qualifies potential buyers on a worldwide basis for the company being divested. Potential buyers can include private and listed corporations as well as private equity funds. Together with the principals, we establish the optimal potential buyer profile and use the criteria for selection. SRCA’s value-added contribution is to tailor a logical argument for purchase to each interested party, stimulating a high level of interest in the process and ensuring the very best outcome.

Confidential Contact and Evaluation of Interest
Confidentiality is key during all stages of the sale process. SRCA seeks to ensure the business continues to trade unhindered by sale rumours by determining the seriousness of each potential buyer prior to sending sensitive information and by restricting contact to only senior level management members of each potential buyer.

Evaluation of Letters of Intent
At this stage, Grace Advisory can better qualify the potential buyers by comparing their offers with the list of criteria and priorities previously established with the client. During this crucial stage, we offer tactical advice on how to maintain transaction momentum and interest from several potential acquirors.

Preparation and Oversight of Due Diligence Process
SRCA assists in the gathering and presentation of all relevant materials, manages all Q&A exchanges and coordinates meetings to minimize the possible disruption to the ongoing operations of the business.

Negotiation, Coordination and Completion
SRCA takes a leading role in supporting the client in negotiations with potential buyers. We remain fully involved in negotiating terms and conditions, including representations and warranties, of all significant agreements. These documents can include the sale and purchase agreement as well as licensing, non disclosure agreements. SRCA works very closely with the client’s legal counsel to maintain deal momentum and to ensure that the terms and conditions agreed by the principals on both sides are included in the legal documents.

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