Buy-side:

Definition Phase

If your goal is to achieve growth leveraging an acquisition, Moneta Vista can help find the right company and ensure that you don't overpay for it. Everything starts with the Growth Strategy that we developed together.

Once you decide to buy a company, we use the Market Analysis from the Growth Strategy to determine the target list. We look for target companies that fulfill Key Market Success Factors or strengthen a weakness your company has in a new market. We take into account a large number of factors in determining the potential acquisition list including company size (financially and number of employees), potential purchase price, stability of the company, culture, brand, reputation in the market, ethics and many other factors.

We develop a thorough list of potential candidate targets that will result in the largest business value from an acquisition at the most reasonable price. We look at tangible elements as well as intangible ones such as how culture matches, how easy or difficult will it be to integrate the company post deal, how to incentivize the right employees to stay after an acquisition so you don't lose critical value.

We know how to approach a potential target discretely and how to create an exclusive relationship without competition which typically drives the purchase price up and delays the process.

Deal Phase

We can provide overall leadership and management support for the whole M&A process. If you're about to buy a company, we can help during the Deal Phase. Our support includes:

• Training your internal functional team in preparation for doing a deal.
• Creating all of the project management milestones for managing the acquisition process, keeping everyone on the team on track, and leading status meetings to keep executive management informed.
• Creating a negotiation strategy, and leading the negotiations with the target company's M&A Broker, ensuring that the purchase price, and Reps & Warranties don't get out of sync with the original strategic goal that justified the acquisition.
• Leading the Due Diligence process—understanding how to uncover hidden issues and skeletons in the closet, as well as making sure the Sale Purchase Agreement covers the potential risks that were discovered during Due Diligence, as well as any unknown risks not discovered
• Helping with the review of the Sale Purchase Agreement—working closely with the lawyers and the Deal team to ensure we didn't miss anything material.
• Helping to avoid regulatory barriers --- ahead of time: SEC, DoJ, Sarbanes Oxley, Hart Scott Rodino, Anti-Trust, ITAR.
• Creating the end-to-end Communication plan including managing Confidentiality controls until the deal is signed, Internal Announcements to employees, and all external Communications and Press Release announcements to Shareholders, Customers and the Supply Chain. All Communication pieces need to contain the right messages, and be released in the right timing. We know that the Communication strategy is critical for a successful deal.
• Beginning the planning for the Integration before the deal closes without 'Gun Jumping', or violating Hart Scott Rodino requirements.

We can help lead and run your Integration.

Integrations are a vital part of the acquisition process. It has been studied that many deals never achieve the intended strategic value from the acquisition. This is due to two primary reasons—either a company overpaid, or they don't run a successful integration effort that ensures that the intended strategic goals that drove the acquisition in the first place are achieved years after the fact. Moneta Vista is one of the few companies who can provide this vital Integration support.

This includes:

Establishing that the Goals of the final integration are congruent with the original business case that justified the acquisition and the purchase price. Getting buy-in on the end state goal with Executive Management and internal Stakeholders

Establishing the Integration Team with Functional team members from each Historic Company.

Working with each Functional team to establish the appropriate Tasks and Milestones for each functional area. Creating a Schedule for the tasks and milestones to be completed; identifying interdependencies between functional areas.

Establishing a Status cadence that makes the most sense (e.g., weekly Team meetings, Status Milestone commitments, untangling issues and interdependencies, etc). Ensuring upper management is statused appropriately along the way.

Establishing a Hierarchical system for integration elements:

• "Must Dos" within 3 months: Regulatory and Compliance items
• "Nice to have" within 6 months: things that benefit the target like Compensation and Benefits
• "Can Wait" items on the appropriate timeline: things that people may be eager to integrate, but can take a back seat to the first two categories.

Ensuring that the acquisition target isn't damaged from the integration process. Some large companies can kill the very element they acquired in a small company such as an innovative culture.

Managing the Integration process timing: ensuring it isn't too fast such that people take their eye off of the ball of their 'day' jobs, and ensuring that it isn't too slow so that the acquired company doesn't feel orphaned during the process.

Managing the internal communications with the employees on progress and successes throughout the whole process.