For example, if, as the result of a corporate strategy engagement, we have helped select an acquisition target for a client, we might start by preparing all the “outside-in” material required to structure a concrete deal proposal. We will then facilitate the formal approach; advise on an optimal execution process and timetable; coordinate the work of other advisors leveraging their specific knowledge and contributions; and play the center-forward role in deal structuring, valuation, due diligence and elaboration of the joint industrial plan.

By combining deep industry knowledge with world-class M&A execution skills, Epicurus helps the client implement the growth path set out during the preparatory strategic phase.

Identifying the optimal structural solution for a transaction.
With clients who have decided to approach a specific target to propose a potential union, we review alternative structural solutions – from full merger to alliance/commercial agreement – and select the optimal configuration within the perceived solution space. We work with clients to identify from the start the key “deal breakers” on the way forward.

Developing a full transaction valuation
Applying state-of-the-art analytical methodologies, we help clients appraise the total net value creation potential of the transaction. This includes an estimate of their own valuation, of the partner’s stand-alone valuation, and of the synergies ranked by ease of achievement. We often prevent clients from over-paying for targets and eating up all the value creation potential of the union.

Performing commercial due diligence.
Alongside the client team and other advisors, we take an active part in the due diligence process playing a leading role in the review of the industrial/commercial capabilities of the transaction partner. We base our due diligence evaluations on the compilation of a joint industrial plan firmly embedded in the strategy and performance aspirations of the companies involved.

Providing “front–to-end” negotiation support
In all our M&A Advisory engagements, Corporate Finance consultants are core members of the transaction Steering Committee. We sit next to top management throughout the transaction execution phase, orchestrating the process, coordinating the work of other advisors and providing senior counsel on negotiation tactics. As negotiations unfold, we review our value creation estimates providing the client with a fact-based map of the value-at-risk associated with specific “trading chips”.

Designing the corporate governance rules and mechanisms
In the context of transactions that change the corporation materially (e.g., merger of equals), we help clients redesign their governance principles, mechanisms and infrastructure. Our approach is based on systematic mediation of internal and market requirements; in close cooperation with the top management team, we engineer solutions that make companies at the same time transparent to the market and managerially reactive.

Preparing the “equity story” of the transaction for the public market scrutiny.
Virtually all of our clients are exposed to the scrutiny of the financial community (investors, analysts and market authorities). When they decide to engage in a transaction, we assist them in presenting the union to the market highlighting the strategic rationale, the growth prospects, the profitability enhancement, and the value upside associated with it.