Services

Mergers and Acquisitions (M&A)

BZM combines the highest professional and ethical standards with independent, conflict-free advice. The value proposition for clients is strengthened by the local presence and dedication of senior professionals with international experience throughout the process, contributing to our responsiveness in assisting clients closely and the ability to best support them during their interaction with sophisticated or international counterparties at every stage of the transaction. With its deep-rooted local relationships and an extensive network of contacts abroad, BZM offers clients visibility and access to potential acquisition targets or partners/investors capable of achieve clients’ most ambitious value objectives.

BZM assists family businesses, listed companies, entrepreneurs, managers and institutional investors (private equity, venture capital and distressed funds) in promoting, structuring and execution of M&A operations, both in Italy and abroad. There are many areas of activity to meet clients’ different and these include:

  • Mergers, sales, acquisitions of shareholdings, corporate assets, business units and trademarks.
  • Planning, valuation and support of management buy-out (MBO), management buy-in (MBI) and leveraged buy-out (LBO) transactions.
  • Scouting for financial and strategic partners in Italy and overseas (including private and institutional investors).
  • Support in the formation of strategic and equity joint-ventures, alliances, in Italy and abroad, involving the evaluation, negotiation and implementation of partnerships.
  • Re-arranging of ownership structure, corporate structure and definition of governance during generational transitions.
  • Mergers and acquisitions of companies in distressed conditions: assistance in the sale/purchase of shareholdings and corporate bonds, in the divestment of company assets and non-performing credit related to industrial recovery plans and financial restructuring.

Depending on whether our assistance is required for the seller or buyer, the procedure performed during a M&A transaction can be illustrated as follows:

  • Sell-side advisory process: selling companies, corporate assets, business units, shareholdings and trademarks
    • Preliminary analysis of the situation, understanding the reasons behind the decision to sell and the objectives in terms of price, strategy and future of the company.
    • Identification of the value drivers, in-depth analysis of the business, identification of a possible price range, evaluation of the best opportunities based on the client’s objectives and definition of a sale strategy.
    • Preparation of company descriptive documentation (Information Memorandum), according to international practice, to present to potential Italian and foreign buyers.
    • Exploration and analysis of possible alternatives in terms of potential interested parties in Italy and abroad (operators in the same sector, investors with strategic/industrial interest, private equity operators, institutional and private investors, merchant banks, etc.).
    • Definition of selection criteria for potential buyers and contacting selected investors in accordance with the client.
    • Managing the sending of the Information Memorandum and the receiving of non-binding offers, preparation of data rooms and company presentations for those accepted and coordination of the due diligence phases.
    • Negotiation of the key variables involved in the transaction and of the legal documentation for the preparation and signature of the sale and purchase agreement (in concert with the client’s lawyers).
    • Coordination of all the phases following the signing of the sale and purchase agreement and all the legal requirements until closing.
  • Buy-side advisory process: buying companies, corporate assets, business units, shareholdings and trademarks
    • Analysis of the industrial sector, strategic and competitive positioning of the client company and identifying the critical success factors.
    • Examining the effective opportunities for purchase in the defined sector or in adjacent sectors, identification of possible target companies and their analysis from a business, production, economic and financial perspective.
    • Establishing contacts with the selected companies, gathering information/data on the target companies, analysis of their specific characteristics, selection of the optimum target.
    • Preliminary estimate of the target’s economic value, preparation of non-binding offer, meetings with the owners/management of the target company to gather detailed information.
    • Negotiation of the letter of intent, coordination and monitoring of the due diligence phases, preparation of the final offer and definition and optimization of the transaction’s capital structure.
    • Negotiation of the essential terms of the transaction and of the legal documentation until the preparation and signing of the sale and purchase agreement (in concert with the client’s lawyers).
    • Coordination of all the phases following the signing of the sale and purchase agreement and all the legal requirements until closing.