Mergers and Acquisitions

Business Forecast and Due Diligence for a Major Acquisition

A very successful, mid-sized plastics company wanted to acquire a business twice its size to become one of the largest, and most diversified engineering polymers companies in the world. The business was up for sale, and several other strategic and financial parties were believed to be among the bidders.

We supported the data room analysis and due diligence phase of the project, and worked together with the client project team and investment bank on the valuation of the deal. Important factors in the valuation were the business outlook for the different product families, and synergies to be achieved after the acquisition. Based on our knowledge of the market, the future business prospects might be less favorable than generally believed. As an independent advisor, we managed to scale-down expectations to avoid our client coming in with , in our view, too high a bid. Also, we helped quantify the synergy and improvement potential. In the end, our client did not win the bid process, which, with hindsight, was a lucky outcome just before the start of the financial crisis.

Petrochemical Site Acquisition and Carve-Out

Our client, a large chemical conglomerate, had reached agreement to acquire a petrochemical site and in-land depots that fitted well in its vertical integration strategy. A project team was now set up to prepare the carve-out and integration, get the required authority approvals, and complete the final transfer negotiations.

Implementum augmented this team with 2 consultants, starting 5 months before the actual transfer day. We supported the project management of 9 workstreams, looking at the legal, HR, operational, logistics, IT, sourcing, commercial, HSE and finance aspects that needed to be understood or in place after the transfer date. Additionally, we assisted the deal team with research for final contract negotiations and filing of the authority approval documents (European Union, operating permits).

After the transfer date, we continued to support the project for another 6 months to ensure a smooth transition. We helped clarify processes and roles and responsibilities at the interfaces impacted by the carve-out. Finally, we helped set up a business continuity plan for the black-out period of a SAP upgrade that was implemented soon after the acquisition.