Mergers & Acquisitions

Leverage Capital provides M&A advisory services to its clients across industries. Its strong domain knowledge and expertise across various sectors enables it to provide superior advice to its clients. In addition , a strong research desk provides sector insights and public market valuation analysis that enhance Leverage Capital’s ability to add value to a transaction. Leverage Capital also brings innovative structuring capabilities which can give clients an edge in competitive situations.

The vast network of relationships and alliances with international banks in other geographies gives it the ability to source relevant targets or buyers from across the globe. Its track record, as reflected in some of its transformational deals points towards the ability to run large global processes.

Its wider and deeper reach within the mid market segment and relationships with financial sponsors gives it the ability to complete transactions efficiently. Leverage capital also assists clients in obtaining transaction financing through its Structured Finance practice, from banks, NBFCs and global funds, which is often required in such cases.

Execution of an M&A Deal (Buy-Side/Sell-Side)
Initiation
•  Devising the growth trajectory.
•  Identification of potential targets based on industry expertise, service/product classification and strategic fit.
Communicate
•  Approaching the target through the right medium.
•  Position the target in the mind of an acquirer.
Liaising
•  Bridging the gap between the acquirer and the target.
•  Site visits.
•  Negotiating the terms of the deal.
•  Make a “Right Pick”.
Closure
•  Determining the valuation and the deal structure.
•  Due diligence.
•  Definitive legal documentation.
Global Reach
International Alliances
•  Partnerships with international private investment firms for cross-border transaction advisory services.
•  Robust network of investment professionals present in major geographies like North & South America, Europe, Africa         & Asia.
Channel Partners
•  Good relationships with coveted names in the industry.
•  Wide network of legal advisors, strategic investors and financial institutions/intermediaries.
Sector
•  FMCG, particularly, Health Care, Personal Care & Home Care.
•  Tea
•  Sugar
•  Infrastructure
•  Pharmaceuticals
•  Manufacturing
•  Engineering
•  Technology
•  Natural Resources
•  Energy Sectors
•  Agri Sectors
Credentials
•  Engineering Company in Germany.
•  Initiated the acquisition of one of the largest health care company of Argentina, by one of the largest consumer         products company in India.

Our Differential Strategies
Personalized service and total commitment to each mandate undertaken.
 Work in a highly structured and disciplined manner, providing exceptional results on a consistent basis.
 Strong industrial & technical background.
 Excellent network globally.
 Dedicated team that focuses on each client rather than working on several clients at the same time.
 Catering clients nationwide & our global alliances.
 Act as inhouse M&A advisor for mid-sized companies.
 Serve as a conflict-free dedicated advisor.
 Offer a full-range of M&A/Corporate Finance advisory services to small and medium sized businesses often not served     by large M&A houses.

What we do ?
 M&A transaction with financing requirements
 Cross-border M&A transactions
 Strategic alliance and Joint Venture
 Value Creation
 Assistance with the entire acquisition/sale process – from origination to sale
Preparation
Goal Setting
•  Companies should have a clear goal in mind (top-line growth, market share, technology adoption) before embarking on    acquisition path.

Any deal should be linked to strategic goals
•  Target companies should be closely related to the set goals; connections with the target should be specific and    quantifiable.

Acquirer should be internally ready for making acquisitions
•  Company should be proactive in sourcing deals and aligning them to their strategic growth path.
•  Establish the scale and urgency of a deal for making valuation considerations
•  Company should have ample number of people to culminate all deals.
•  Understand their internal expertise in deal execution and develop the same.

Executives while deciding targets should look beyond the obvious such as top-line & bottom-line growth, market share and products acquired
•  Targets which seem a perfect fit with the strategic goals may not be good targets as their support systems might not    integrate with the acquirers support systems.
•  Acquirer should assess the fit of the target with each of its SBUs.

Senior management support
•  They should look beyond financials and provide enough support for integration.
•  CEO should proactively seek an integration report from each SBU.
•  Should be involved in a deal and accountable for its success from inception through integration; should not just focus on    sourcing a deal and negotiating for a right value and leaving the integration process for somebody else to handle.

Appointment of a deal owner
•  A high performing executive or manager should be made accountable for specific acquisitions.
•  Should be appointed very early in the process.
•  Deal owner should be appointed depending on the size and nature of the deal.
•  For ex. If the target to be acquired is sizable and would become a separate SBU after acquisition then a Vice-President         level executive should be appointed so that he can head the SBU post acquisition.
•  If a technology is being acquired then the head of R&D can be made deal owner.

Appointment of an integration manager
•  Should get involved as soon as the target has been identified, before evaluation and negotiation.

How we work
Origination
Huge network of clients in industries such as Steel, Automotive, Energy, Retail, Pharmaceutical.
Global network in countries such as United States, United Kingdom, South Africa, Argentina, Czech Republic, Middle East, Singapore, Japan, New Zealand, etc.
We specialize in selling business and know what drives value.

Execution
Understanding the business
In order to be able to market the business to potential buyers, the sale advisor needs a comprehensive understanding of the business. This understanding cannot be acquired through a cursory examination of the financial statements and a few hours meeting with management. The advisor needs to understand the business's history, the issues it is currently grappling with, as well as potential opportunities that could be pursued, in order to help identify, quantify and articulate growth avenues and future potential to interested buyers. We as advisors fulfill the entire requirements.
Buyer work
We have a dedicated Research Department to develop tailored buyer analysis for companies to be sold. Our custom research provides detailed lists of first, second and third tier buyers grouped by industry and geography. We pride ourselves in thinking "out of the box" when analyzing potential buyers, and although the seller is likely to have a good idea of who might like to purchase his business, we are confident of unearthing buyers that you would not have thought of.
Valuation
Determining how much your business is worth is critical to the successful outcome of the sale. There are many advisors who can knock out a quick valuation based on a mechanical discounted cash-flow or multiples analysis. However, the real value added in any valuation exercise begins with a thorough understanding of the business and its revenue and cost drivers, together with its position in the competitive landscape in which it operates. This understanding is tailored by us for more mechanical aspects of the valuation process.
Marketing materials
The primary document that will be used by buyers to learn about and assess your business is called the Information Memorandum (or 'Info Memo'). This is a comprehensive document that Shield will compile (with your help) in order to fully introduce and explain your business and its merits. Typically the Info Memo will take a number of weeks to finalize - any shorter and you risk going to market with a document that does not do full justice to the opportunity offered by your business.
Due diligence preparation
The seller needs to understand exactly what information should be presented during due diligence, and what should be withheld, this is where we place a vital role. There is a fine line between showing too much and too little. Buyers will seek to extract as much information from the company as possible, whereas it might not be in the seller's interests to show too much (in order not to weaken its competitive position). We will advise you what is appropriate, and make sure you are well prepared to withstand the scrutiny of potential buyers during due diligence.

Sales
Planning
•  To ensure success, your expedition to sale needs meticulous planning
•  What's the best route to competitive tension in your particular case?
•  How many teams should be in this race?
•  How can we keep them all supplied with due diligence materials simultaneously?
•  What time-table shall we set?
•  Who do you need in your core team for the final ascent and the negotiations once you have identified which buyer will take    you to the top?
Marketing
You need to get the strongest potential buyers to engage with your opportunity. They have plenty of other distractions. So you need a clear and compelling statement of the business case you are offering them. In their terms, not yours. Your set of marketing materials, from Alert Sheet and Information Memorandum to Management Presentation, should build a complete picture of the business that will withstand scrutiny under intense "due diligence" investigation. We know exactly what buyers look for in these marketing documents, and will ensure that your business is presented professionally and credibly.
Due diligence
Selected buyers will be invited to confirm preliminary offers in the light of meetings with management and visits to a data room we'll help you prepare - probably off site. Good investment bankers ensure that your interests are protected while providing sufficient information for buyers to get comfortable about paying a high price. This is a time-intensive and demanding process which calls for professional judgement in the handling of information demands and needs to be firmly controlled, we will be assisting through out.
Negotiation
The entire journey of price discovery culminates in the final ascent to agreement on a sale and purchase contract. The seller's negotiating position is strengthened by having attractive alternatives, and ensuring that the buyers know it. Shield likes to work closely with the lawyers and tax specialists to win the best possible commercial terms for our clients. This is especially important for clients who may not have as much transaction experience as the buyers' team they face across the table. But value captured at the negotiation table can get lost in translation into the legal documentation. So shield works alongside your legal counsel to ensure that negotiated outcomes are correctly reflected in the sale agreement and that your interests are protected right up until a satisfactory agreement is signed. We fight to the finish to protect our clients' interests.

WAY FORWARD
Client Requirements
•  Brief profile of the acquirer/seller
•  Brief on requirements
•  Deal size - investments
•  Geographic focus for targets

Leverage Network
•  Mandating Leverage Capital Partners.
•  Signing NDA before sharing confidential client information.
•  Exchanging requirements to/from our global associate firm and private network
•  Preliminary talks regarding the deal with the associate firms

Deal
•  Collect the target details
•  Identifying and short listing appropriate targets for the client
•  Deal negotiation
•  Funding