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Avoiding courtroom dramas in M&A.

It was our first face-to-face meeting with the potential buyer. They were dead keen to meet our client after reviewing the information memorandum. We had teed up a meeting at our offices. Everything seemed to be on track. The potential buyer arrives. There was the usual exchange of pleasantries and slightly awkward small talk. It was then... Read More

Share Sale Versus Asset Sale.

There are two essential ways that an M&A transaction can be structured: as a share sale or as an asset sale. In a share sale, the buyer takes over the business by purchasing the shares in the relevant company. In an asset sale, the buyer takes ownership of the assets that make up the underlying business. In this article we take a high... Read More

The M&A Lessons of Bondi Sands.

Another local success story has been snapped up by a global giant. This time it is homegrown self-tanning company Bondi Sands selling to Japanese beauty giant Kao Corporation. While a smaller transaction than the $3.7 purchase of Aesop by L’Oreal back in April, it is still a very large deal. Media outlets are reporting Bondi Sands’... Read More

Cash-Free-Debt-Free

When a company receives an acquisition offer, it is common for the proposal to value the business on a “cash-free-debt-free” (“CFDF”) basis. For example, the letter of offer might state the business is being valued at, say, X-times the previous 12 months’ EBITDA on a CFDF basis. It is essential that business owners understand ex... Read More

Why a bigger businesses is more valuable*.

(* – all things being equal!) As advisers we speak to business owners at all different stages of their exit journey. Some business owners that we speak to are for various reasons keen to get out almost immediately. That scenario leaves little time for preparation and planning, and it is then just a case of quickly tidying up the bus... Read More

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