M&A - Simonsen

SIMONSEN's specialist Mergers & Acquisition team consists of a dedicated team of experienced lawyers with extensive experience in the acquisition, sale and merger of companies across the corporate spectrum. We serve a wide range of satisfied clients, from entrepreneurs to blue chip multinational listed companies. We guide clients through transactions from the early preparatory phase to completion of the transaction, and offer comprehensive post-transaction support. Our M&A team works closely with SIMONSEN’s industry and practice groups and attaches great importance to contributing to a team which has the competence and experience required by each client for each specific transaction.

Our M&A practice has wide experience of, and expertise in:

• Acquisition and sale of companies
• Due diligence
• Cross-border transactions
• Stock and asset sales and acquisitions
• Equity transactions – public offerings and private placements
• Corporate financing (debt financing)
• Strategic counselling on transaction structure including tax structures
• Private equity/venture capital

We know from experience that the purchase, sale, spin-off, or merger of companies at the right time and on the right terms are key factors in most successful business strategies. Success requires thorough groundwork, a clear strategy and the ability to conclude the deal. We are familiar with the pitfalls that can turn a promising deal into a frustrating and expensive waste of time, and try to build deals from the outset, both commercially and legally, to ensure either a successful conclusion or the earliest possible exit if problems are insurmountable. Our typical opening checklist is:

What arrangements should be made in advance of an acquisition or a sale? Should integrated business units be spun-off in separate legal entities? At what time should such preparatory steps be taken? Will the proposed transaction raise problems such as competition law issues which require special preparations? What agreements should be entered into before the start of the buyer’s due diligence investigation? How should the sale or purchase be structured? Cash consideration or consideration by way of shares and/or bonds? What special issues, such as intellectual property rights, apply to the business in question and how to deal with those issues in the transaction agreements? What terms and alternative structures can legally be agreed to and what is “normal” practice within the industry? What are the options if the target company turns out not to be as warranted by the seller and how to proceed the Seller?