By Jonathan Reuvid
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Extra resources for Mergers and Acquisitions
Strict limits apply to the number and value of shares that are the subject of a private placing, and the company must be mindful of the complicated financial promotion provisions contained in the Financial Services and Markets Act 2000 and the rules regarding prospectuses which came into effect in July 2005 by virtue of the Prospectus Directive. This complicated regulatory framework imposes significant restrictions upon what, and to whom, securities may be offered and the terms and format in which such may be done.
No database is complete or completely accurate. There are always companies that have already moved into your ideal zone without mentioning it to the wider market. There are always other companies that are about to become ideal, or in the process of doing so. If you are too narrow you will miss all these firms. Fortunately this is exactly what your competitors will do. In some industries everyone goes after the same tired old suspects. Be different. There are many more companies out there to buy than you think.
The key elements of the brief are: ឣ ឣ ឣ ឣ ឣ ឣ ឣ ឣ ឣ administration: key contact points, confidential telephone numbers and so on; company history and background: milestones in the company’s history; company structure: key staff, property, shareholders, vulnerabilities; product and service information: activities, benefits, unique selling propositions (USPs), future product development, patents, accreditations, suppliers; sales and market information: customers, sectors, vulnerabilities, reputation, competition, sales activity, geographical coverage; the future prospects: potential for growth, market conditions, sales planning, capacity, gains for the buyer; financial and other: statutory accounts, management accounts, trading cycles, skeletons in the cupboard, adjustments to earnings, cash position, the nature of the deal; the potential purchaser: geographic location, current activity, nature of clients, areas of synergy; miscellaneous: professional advisers, confidentiality, companies to avoid and so on.