Private Placement

Additional capital may be required for a variety of reasons: to finance expansion, to fund an acquisition or merely to reduce debt. In today’s environment of volatile global capital markets and tightening credit policies, traditional funding options through the public offering process and bank credit are becoming limited. Equity capital from a private equity, development capital institution or individual investor may achieve these aims without a listing.

Our advice takes many forms: from analyzing strategic options, to assessing value, to structuring the deal, to designing mechanisms for presenting the deal to the marketplace, to managing the transaction process, to negotiating and securing the optimal terms for a successful closing. We also seek to back our professional judgment in furnishing fairness opinions and other assurance to comfort investors and regulators.

Our professionals’ advice is supported by:

• Third-party objectivity
• Deep sectorial knowledge
• A true understanding of the issues and challenges faced by our firms’ clients
• Connectivity with the financial markets

Our advice is not affected by a need to sell specific products or pre packaged solutions. We endeavor to ensure that our advice is free from motivational conflicts. We will always seek to develop a long term relationship with the business owners to help meet their needs beyond the immediate transaction.

Pre-IPO Advisory

Companies need to be “groomed” for the market to obtain the highest possible price and a strong aftermarket. This process begins well before the actual flotation, and often requires a complete financial and management advisory service.

We can advise on the feasibility and appropriateness of a listing, and help evaluate available options. Whatever the time selected for the listing, the advanced preparation of an appropriate corprate structure, close examination of the business to be listed and detailed planning are the key to the success of a listing.

• Reviewing the client’s past financial performance and discussing with the reporting accountants on the accounting issues
• Advising the listing process, regulations and major issues to the clients
• Reviewing the current corporate structure and advising on an effective structure for the purpose of listing
• Financial planning and restructuring for potential equity, debt and /or other types of fund raising opportunities
• Providing timely access and on-going advisory support

Mergers & Acquisistions

Our aim is to create and preserve value for our firms’ clients. We work with clients to assess and analyze proposed transactions, highlighting the value drivers, risks and opportunities in the deal. We remain involved through the life cycle of the deal.

Buying or selling a business or a major asset, or undertaking a merger, can all destroy value unless planned and conducted correctly. We focus our unique skill set to address the following critical concerns:

• Aligning deals with strategic business objectives
• Realizing business synergies
• Ensuring regulatory compliance
• Finding the right opportunities at the right price
• Obtaining stakeholder buy-in
• Performing timely and rigorous due diligence
• Designing solid deal structure
• Setting deal price

M&A Strategy

• Conduct market and internal assessment to validate the strategic rationale for M&A
• Develop and validate the guiding framework for the desired M&A deal
• Identify the M&A targets for clients systematically

Financial Due Diligence

All businesses involved in an acquisition, as buyers or sellers, need to ensure that the financial information they hold is as accurate as possible, not only to prevent paying too much (or in a seller’s case receiving too little) but also to ensure that their governance and risk management objectives are met.

• From the buyer’s perspective the quality of information available about a potential acquisition determines the ultimate success of a transaction. Without ensuring that the financial statements about a business reflect the reality, a deal may deliver less than what the first impressions suggest.
• To ensure an efficient sales process, vendors need to present their financial information to potential buyers as transparently as possible. An independent assessment provides potential buyers with certainty about the business and the nature of its cash flow.
• Financial due-diligence can help to identify and focus attention on the factors in the business that will be critical to its future success.
• The boards governance responsibilities of a public company require them to ensure that all proper steps possible have been taken to identify any problematic issues in a potential acquisition.

Commercial Due Diligence

Any business seeking to make an acquisition needs to understand not only the specific performance of the intended target, but also how this relates to projected market conditions and its competition within a specific industry. Without understanding the unique qualities of the sector a business is in, it is impossible to arrive at a realistic valuation. A whole range of factors can influence the competitive state of a market. These include technology, customers, legislation, powerful buyers and the emergence of new geographic markets. Each of these factors needs to be considered for the impact that they might exert on the future value of an acquisition. A potential acquisition may be projecting very high earnings. However these earnings need to be validated against data from the market to test their reliability. Our expertise and network in the Chinese markets allow us to assess assumptions and projections and provide efficient, cost-effective services in a timely manner.

Valuation

Our valuation specialists can assist businesses to achieve an in-depth understanding of the value of each business or asset in a transaction. Our leading-edge technical knowledge combined with our in-depth industry knowledge allows us to understand the specific factors driving each individual deal.

Corporate Strategy Consultancy

We also provide the top executives with strategic consultancy such as:

• Assessing and improving existing business models
• Evaluating and testing of corporate strategy and business unit strategy
• Strategy development and validation, market entry strategies, new product development strategies, distribution and customer service strategies
• Demand and revenue analysis to validate growth plans and to set pricing strategies, scenario development for impact assessment of differing economic outcomes
• Evaluation of major strategic investment decisions including R&D, capital investments and related risk mitigating strategies
• Deal structuring and finance raising advice, including valuations for bidding purposes and defense purposes, scenario and sensitivity analysis to support business negotiations
• Brand strategy development, marketing ROI and performance management
• In-depth customer/consumer analysis, consumer segmentation and identification of key trends and buyer behavior, based on extensive primary research
• Preparing business plans/proposals