Transaction advisory
Our approach
What sets us apart is our long-term perspective on the planned transaction and our in-depth understanding of the market and business objectives. We provide advice not only to close the deal, but also to help our clients achieve their long-term goals. For the buyer, this may involve synergies resulting from the merger, and for the seller, it may involve gaining the flexibility and financial resources needed for future ventures. An essential element of the process is constant, open communication with the client. We typically carry out M&A projects in interdisciplinary teams with attorneys from Olesiński i Wspólnicy, ensuring that the client receives comprehensive advice from a single team.
Who we support
Our transaction advisory services are designed for companies, investors and private equity funds planning M&A transactions. We can advise either the buyer or the seller. We also advise company management boards that require a valuation of an enterprise or an organised part of an enterprise for purposes such as a sale or purchase, an in-kind contribution of an enterprise to an acquiring company, a transformation or change in the enterprise’s legal form, or the separation of an organised part of an enterprise. We value both start-ups and established companies. Our valuation services are also available to companies planning to sell intangible assets and rights.
Our support in transaction processes translates into tangible business benefits that enhance the security, efficiency, and outcome of negotiations.
Transaction advisory services
Valuation of an enterprise or part of an enterprise
We value enterprises and organised parts of enterprises (ZCP, a Polish-law concept) for various purposes, using the appropriate method: income, asset-based or market-comparable. Our advice also covers the accounting treatment of acquisitions and mergers in the buyer’s consolidated financial statements, including purchase price allocation.
Valuation of intangible assets and rights
We carry out valuations of goodwill, brands, trademarks, patents, licences, contracts, know-how, customer relationships and research and development work. We also perform goodwill impairment testing.
Financial due diligence
We conduct financial due diligence. Based on the entity’s financial data for the most recent years, we analyse its revenue and cost structure, calculate normalised EBITDA, review working capital and net debt movements, and verify capital expenditure. The detailed scope of due diligence procedures is agreed with the client in each case. Our work results in a report that not only identifies risks, but also assesses their likelihood, business significance and impact on the feasibility of the transaction. The report may include recommendations on how to remedy the existing situation or address it in the transaction agreement. We also offer vendor due diligence reviews, enabling the seller to identify all deficiencies and eliminate some of them before the transaction process begins.
Support in finding an investor or acquisition target
Our market knowledge and extensive network enable us to help clients find an investor or an acquisition target.
Negotiation support
Together with the transaction advisory legal team at Olesiński i Wspólnicy, we support clients during transaction negotiations. In this process, we use the findings from the financial due diligence review.
Private investor test or private creditor test
We conduct a private investor test or a private creditor test. Based on our analyses, we issue an opinion on whether an undertaking planned by a public entity, such as a capital injection or obtaining a loan, is on market terms. The report may include an analysis of the entity’s financial position, a calculation of the expected return on investment and a review of comparable transactions undertaken by private investors.
Selected projects
We carry out complex transaction projects and valuations, supporting clients in making key business decisions and preparing for M&A and restructuring processes.