Financial due diligence - Sell side
Many vendors fail to achieve the highest possible price or proceeds for the business to be divested. One common reason for this is that the disposal process is inadequately prepared.
Sell side due diligence is commissioned by the seller at the beginning of the sale process rather than by prospective purchasers. We employ our full range of expertise to give a view of a business, encompassing its performance and prospects and all issues that may be relevant to a purchase from a potential buyer’s point of view.
In doing this work, we can uncover all the likely deal issues and ensure that these are controlled and dealt with by the seller, rather than used as negotiation points by the purchaser as so often happens. We ensure that our objectivity is not impaired by being willing to acknowledge a legal responsibility to the purchaser.
During sales process, we can support you through our Vendor Due Diligence and Vendor Assistance Services with our experienced teams composed of sector/industry experts.
In a Vendor Due Diligence PwC will:
- Focus both on your needs and will present opportunities and risks of your business from a potential buyer’s point of view,
- Reduce uncertainties, thus facilitating potential buyers to submit best structured and more attractive bids,
- Allow seller to control the overall process (i.e. quality and confidentiality of the data provided),
- Manage data room process thus prevent the vendor to spend time for questions and answers,
- Identify the key points/issues of the transaction early in the sale process, to prepare the replies/arguments and/or to adapt the perimeter of the company/the assets to be sold,
- Prepare a consistent, objective and high quality set of data/information, more easily exploitable than the commonly available during a data room process,
- Issue a detailed, clear and objective report on the company/the assets to be sold,
- Participate actively to the management presentations, assist in negotiation strategy and share purchase agreement drafting.
Vendor Assistance
When the vendor does not have enough time for vendor due diligence and has specific scope of work in sales process, PwC provides vendor assistance services which include:
- Reviewing and analyzing the data room information prepared by the vendor,
- Preparing a data pack considering the probable analyses that the potential investors might perform,
- Identifying the potential risks/benefits and assisting in developing strategies in resolving/improvement,
- Assisting in answering the questions of potential investors,
- Attending management meetings and assistance in preparation to the meetings,
- Assisting in preparation of share purchase agreement (‘’SPA’’) or shareholders agreement (‘’SHA’’) with the legal advisors incorporating financial and tax issues.
Our experience in Turkey: Besides assisting the sales process of sizable companies such as Migros and Eczacıbaşı İlaç, PwC provided Vendor Due Diligence and Vendor Our experience in Turkey Assistance Services to several small to mid size companies in Turkey. Our clients benefited from the advantages mentioned above and managed the process successfully.
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