});

Divestitures

Divestitures


Are you looking to sell a company operating on the Polish market? We can help you with that. Poland Corporate Finance has extensive experience in assisting international companies during the entire process of disposing of a company in Poland.

The most important phases of a sale process are described below:

The beginning of each project is often its most crucial phase. From our experience, it is vital to set out the working conditions for future cooperation at the earliest possible stage. This should cover setting up effective channels of communication, including the identification of people responsible for the quick delivery of information from each side.

In order to build an information pool, we expect the Company/ Client to provide us with copies of business plans, strategy documents, information on clients, sector reports, memoranda, etc.

Based on information received from the Client, PCF will prepare a fairly detailed description of the Company (“Information Memorandum”) for potential Investors in Polish and/or English, including a summary of the markets in which it operates. We would expect input from senior management of the Company, but this could be restricted to the CEO and CFO. Although desirable, it is not essential that we visit the Company’s offices, as long as we can have meetings with the top managers in our Warsaw office. The final version of the document would be agreed with the Client before it is used.
Based on the ready Information Memorandum and having sufficient knowledge of the Company’s business, we would prepare a Teaser being a 2 or 3 page concise summary of the Company. We often prepare these on an anonymous basis.

Again, the Client would have the opportunity to check the document.
We will start the identification of potential Investors as early as possible, at the same time as we start gathering information about the Company. We will use our offices worldwide having extensive knowledge of local Investors and their interests in order to help us with preparing a long list of potential Investors, which will be presented to the Client for his approval. Once we have that approval, we will use the Teaser as a tool in approaching potential Investors normally via our local offices located on markets where potential Investors are based.
We would normally plan to approach Buyers via our local offices by sending them the Teaser. For those who are interested after having read the Teaser, we would then arrange for the signing of an NDA. Having received a signed NDA, we would then send these potential Investors the Information Memorandum.
We believe that the next stage should be Management Presentations. We would aim to start these within 8-10 weeks of starting the project. We would assist in the preparation of the presentations which could be held in the Company or in our Warsaw office to maintain confidentiality. We would suggest sending out a Process Letter setting deadlines for the further stages in the process after Management Presentations.
Our Process Letter would give a deadline for receiving Non-Binding Offers. In conjunction with the Client, we would evaluate each offer received, and agree the way forward.
Normally we find the next steps include a period of negotiation of offers with selected bidders with a view to clarifying and improving their offers. We would expect to carry out the negotiations, based on instructions and guidance from the Client. It is hard to judge the time required for this phase.
Our normal process is to select 2 or 3 bidders, whose revised Non-Binding Offers are acceptable, to carry out Due Diligence. We often get pressure from bidders to gain Exclusivity at this stage, and in the case of strong offers, the Client might sometimes agree to this. Due Diligence requires the Company to prepare a large amount of material, and we usually produce the list of what is required.

At this stage, the Client’s lawyers might also become involved. We suggest including a draft Share Purchase Agreement (“SPA”) in the Data Room, and inviting the bidders to produce their mark up. This can minimise the risk of having problems in the future with agreeing a proper SPA for the transaction.

We also normally suggest that the Client considers the use of a Virtual Data Room (VDR), which can make the process more efficient. We have a number of providers we can recommend; the Client would contract directly with the VDR provider.
After Due Diligence we would ask the bidders for their confirmed offers and a marked up Share Purchase Ageement (SPA). We normally expect a further period of negotiation, which we would again lead. After this, the Client would probably need to grant a short period of Exclusivity to finalise the transaction and sign the SPA.
Our Remuneration is comprised of two parts:
  • a fee for the preparation of the Information Memorandum and contact with potential Investors
  • a Success Fee
We are confident that experience gained in transactions closed by us will allow us to carry out the process in the most efficient way.

Poland Corporate Finance Sp. z o.o. is an independent financial advisory firm that is affiliated with Oaklins International INC.
For details of the nature of this affiliation and other legal notices, please refer to www.oaklins.com