The accelerated pace of change in the business world, which will only intensify as the 21st century unfolds, places significant strategic and competitive pressures on companies seeking to expand their activities. Acquiring and developing new capabilities to grow market share and to gain competitive advantage will be a key challenge facing business managers, whether their business operates in a national or international marketplace.

The corporate finance specialists in SMC are here to help your business to succeed in this fast-moving environment.

Whether you need advice on buying and selling companies, or help with identifying suitable target companies, or raising capital, or valuing a business, or the taxation aspects of any corporate transactions, or any other form of strategic advice, we have experienced professionals who can help your business to achieve its corporate objectives and to fulfill its potential.

Buying and selling companies

Company acquisitions requires skills not often founded in day-to-day business. A typical merger or acquisition involves the following stages:

• An initial strategic review
• Confidential approaches
• Due diligence investigations
• Identification and evaluation of potential targets
• Implementing a tax-efficient financial structure
• Raising acquisition finance
• Securing and closing the transaction

SMC member firms' corporate finance teams have considerable experience in advising companies at each stage and taking the transaction through to a successful completion.

The sale of a business is an equally complex process and the absence of expert advice can reduce the sale proceeds, especially if the purchaser has acquisition experience. Specialists within SMC's will work with you to:

• Research, identify, priorities and contact potential buyers
• Prepare a Selling Memorandum which combines financial, commercial and qualitative data on the business
• Arrange a selective and targeted distribution of information to potential buyers
• Manage the due diligence process

• Maintain a competitive environment amongst a small group of buyers

• Negotiate terms and structure the deal to best achieve the seller's objectives

• Maintain momentum to complete the deal.

In summary, we will project manage the financial, taxation and commercial aspects of the sale to lead you through the process.


Due diligence investigations

Companies considering acquisitions and financial institutions wishing to invest often commission a detailed investigation of the financial and commercial status of a target business. Member firms' corporate finance teams are highly experienced in performing detailed investigations of target businesses and producing objective and concise reports within short timetables.


Management buy-outs and buy-ins

Management buy-outs and buy-ins are often difficult and complicated transactions for both buyer and seller, offering high risk and reward. To achieve a successful deal it is important to appoint professional advisers at an early stage to manage this process. Our member firms' corporate finance teams can help with:

• an initial feasibility study
• price negotiations
• preparing business plans
• sourcing and negotiating finance
• due diligence investigations
• tax planning for the principals
• a review of contracts and agreements
• post-acquisition planning.

Raising capital to grow your business

Access to capital is one of the most important requirements for business development. Our member firms' corporate finance teams can help with the process of raising capital by:

• advising on tax implications

• assisting in the preparation of a business plan

• helping with the implementation of your plan
• in negotiating with potential capital providers
• introducing sources of capital
• undertaking an initial appraisal of your proposal

We have particular experience and expertise in financing cross-border transactions.



Reconstructions and reorganisations

Capital restructuring often arises from the effects of acquisition or disposal, or perhaps where a business is in financial difficulty. Our member firms' corporate finance specialists can advise on the most appropriate capital structure and, where relevant, on raising additional equity or long term loan finance.

For businesses in financial difficulty member firms' specialists can help in the strategic planning process to re-focus activities and to develop a plan for the future.



Share and business valuations

Valuations are often required as a prelude to a corporate finance transaction. Our member firms corporate finance teams assess the value of a business whether for mergers, acquisitions, the admission of new partners, public offerings, commercial litigation, group reorganisations, preparation for sale or when raising equity. Our specialists are widely experienced in the valuation of shares and businesses for both commercial and taxation purposes around the world.


Strategic planning for your company

Successful planning requires a business to assess where it wants to be, where it is now and how is it going to achieve its chosen targets. Specialists within SMC's will work with you to identify and prioritise your business targets while building and exploiting your company’s sustainable competitive advantages. The planning process may encompass growth by way of acquisition or be related to business development as part of a longer term succession strategy. Exit strategies may involve planning for a company disposal, facilitating a management buy out etc.