Cases

M&A – the importance of good due diligence in determining the purchase price of a target company

About the challenge

Our team was responsible for advising a global service provider of Asian origin on one of the largest M&A transactions in its segment in Brazil.

The client needed legal support for a bidding process for the purchase of a Brazilian company and its 11 subsidiaries. The bidding process was organized to enable the sellers to choose the best offer from among the bidders listed.

What was expected from CHENUT

As with any corporate acquisition, legal support was essential for the client in order to define the risks involved, identify existing liabilities and gather other information that was essential for setting the price. However, in this specific case, as it was an operation preceded by a bidding process, this legal support had to be completed in a very short space of time, defined by the bank organizing the competition.

What we did

  • advice to qualify as a potential buyer in the bidding process.
  • carrying out multidisciplinary due diligence on the 12 companies that the client intended to buy, with detailed reports updated weekly, so that the client could have an overview of the targets‘ status and liabilities from a legal point of view.
  • support in multidisciplinary issues (labor, tax, regulatory, etc.) involving the possible sale and purchase operation.
  • final advice to the client after due diligence, issuing legal opinions containing all the possible risks they would incur if they proceeded with a purchase offer during the bidding process.
  • advice on drawing up the Binding Offer

Throughout the process, the participation of our multidisciplinary team was essential, as they were able to understand and advise the client in making decisions on the two intended purchase operations, in the most diverse branches of law.

The transformation

The work carried out by CHENUT made it possible to identify liabilities of which our client was unaware, enabling our client to adjust the purchase price in its Binding Offer to the reality of the target companies.