One-on-one private M&A transaction

Steps

Solutions

Pre-signing

• Commercial discussions / indication of interest

• Signing of nondisclosure agreement (NDA)

• Letter of intent / exclusivity agreement / Memorandum of Understanding

• Due diligence

• Negotiation of Share Purchase Agreement (SPA) or Business Purchase Agreement (BPA) + ancillary documents

• Consultation with employee representatives

Solutions

Signing

• Signing of the purchase agreement (SPA or BPA), and/or

• “Signing Protocol” / “Cover Letter”

• Ancillary documents in agreed form

Solutions

Pre-closing

• Conditions Precedent (satisfy or waive)
– Merger clearance / other regulatory approvals
– Financing
– Third party consents
– No Material Adverse Change (MAC)
– Other

• Consultations with employee representatives

• Preparation of integration plan (beware of “gunjumping”)

Solutions

Closing

• Transfer of shares, and/or transfer of assets / liabilities

• Payment of purchase price

• Execution ancillary documents

Solutions

Post-closing

• Integration

• Price adjustment

• Transitional arrangements (TSAs)

• Warranty and indemnity claims

A one-on-one private M&A transaction is an agreement between the purchaser and the seller regarding the business of the target which is the result of negotiations.

More information? Please contact Anja Mutsaers.