What We Do

Preliminary Meeting:

Potential divestors of a Spanish company should contact Redirection M&A for a preliminary and confidential meeting, without any obligation whatsoever.

If we are already acting on behalf of a potential buyer seeking a company possessing characteristics similar to those possessed by the seller, we would obviously present him as a possible purchaser.

However, if we are not representing a buyer seeking a Spanish company with characteristics resembling those possessed by the seller’s Target Company, then we sincerely recommend that the seller consider signing a Sales Mandate with us.

Information Gathering:

After signing our Sales Mandate, we would wish to meet personally with the selling company’s relevant key executives (or, depending on the wishes of our client, with the executives of the Target Company itself). The purpose of this meeting would be to understand clearly the Target’s activities as well as the objectives of our client. To facilitate data gathering, we supply, a priori, an extensive questionnaire detailing the type of information we will need to prepare a comprehensive and professional Sales Memorandum.

Analysis:

We analyse, in detail, all the Target Company’s financial information. In conjunction with our client’s financial department, we recast the Target’s financials to reflect how they would look on a “stand-alone” basis. This implies segregating many corporate overheads and other costs which a new owner would probably not experience. We then present the Target’s financials in a format readily understandable to Spanish and international companies.

Valuation:

Based upon a variety of internationally accepted valuation methods; as well as the market conditions prevalent in Spain at the time, we advise our client on the valuation of the Target Company; or indeed, on the valuation of any other transaction in which he is interested.

Sales Memorandum:

We prepare a detailed Sales Memorandum (normally from 20 to 40 pages), in English and/or Spanish (depending on the Target Company’s characteristics and the geographic location of its likely buyers). We tend to devote a great deal of our effort to this task, in order not to waste our client’s, or the Target’s management’s time, answering basic questions whose answers could easily have been revealed to the potential buyer before his initial visit.

Our typical Sales Memorandum contains salient but summarised information on the Target’s products or services, its principal markets, distribution channels, sales methods, competitors, suppliers, plants and other physical facilities, administration, organisation and human resources, detailed financials, etc.

Marketing Plan:

We define the types of buyers or investors that could conceivably be interested in the Target Company. We obviously analyse the possibilities within the Target’s same industrial sector; but also the sectors incorporating the Target’s customers and suppliers. We also consider companies from other totally unrelated sectors that we know to be diversifying; as well as Venture Capitalists and other financial groups.

Comprehensive Search:

Based upon the marketing plan developed, we then undertake a comprehensive and systematic search within and outside of Spain to identify all potential buyers. This we do utilising our extensive in-house reference library, as well as through the Internet. We usually cover most European countries, North and South America and Japan. Depending on our client’s wishes, the Target’s characteristics and its specific sector, we occasionally drop some countries and add others.

We normally approach these companies’ Chairmen or Chief Executives through a confidential personalised letter, highlighting the salient characteristics of the Target, but without revealing its identity.

Information Supply:

After their signing a Confidentiality Agreement and after receiving specific permission from our client, we send the Sales Memorandum to all those companies indicating a serious interest to learn more about the Target. We then maintain permanent contact with these potential buyers by ‘phone, fax, e-mail, etc.

Negotiations:

We organise and participate in all visits to the Target by those companies interested. We assist in the usually delicate and emotional negotiations between buyer and seller, and act as a buffer between the two opposing camps. We tend to instil an attitude of co-operation, rather than conflict throughout all negotiations.

Because our professionals are involved in Spanish M & A negotiations on a routine basis, we can usually offer a plethora of different viable formulas for structuring and closing a deal, which the buyer and seller by themselves, might not ever think of. Indeed, we frequently put negotiations back on track after all hope for closing a deal may have been lost.

We also give recommendations for structuring the deal with respect to the terms and methods of payment; and in the minimisation of potential tax liabilities for both our client and the buyer.

Apart from trying to negotiate the highest price possible for our client, another important objective is to minimise the representations, warranties and guaranties that he must offer the buyer.

Finally, we normally also play a very important role in formulating the non-binding Letter of Intent / Memorandum of Agreement.

Due Dilligence Process:

We establish a timetable for completing the deal and co-ordinate the due diligence process. We also provide leadership and supervision of the many meetings between our client’s and the buyer’s professional advisors (lawyers, auditors, fiscal advisors, etc.).

Follow-up & Closing:

We continuously follow-up and co-ordinate to ensure that each party does what he is supposed to do, when he is supposed to do it, and that the transaction is eventually and successfully completed. In our experience, it normally takes between six and twelve months to sell a Spanish-based company.