Philpott Ball & Werner advises corporations in acquiring other business entities. We help our clients formulate and implement acquisition objectives and strategies. Our professional experience, disciplined approach, research capability and extensive industry knowledge enable us to quickly locate and communicate with a wide variety of potential acquisition targets.

PB&W has assisted clients with the purchase of companies, subsidiaries and divisions with transaction values that range between $10 million to $1.0 billion. As a result of our industry, corporate and financial contacts throughout North America and Western Europe, we are able to identify and contact key decision-makers at strategic acquisition targets. We have extensive experience in acquiring publicly traded companies, private companies, divisions and subsidiaries.

Our acquisition services include:

• Strategic Acquisition Review
  PB&W reviews and evaluates a client's acquisition strategy. We assist our clients in evaluating their markets, growth objectives, required product technology and product mix to help define appropriate acquisition parameters. Such evaluation also includes analyzing our clients' financial strength, capacity and stand-alone value. We also provide focused market studies for companies that are seeking to establish new acquisition platforms in market segments.

• Identification of Potential Targets
  We conduct research to identify, evaluate and qualify potential acquisition targets. PB&W works closely with clients to develop groups of targets that will meet our clients' parameters and optimize their operational leverage. All potential targets are approved by our clients prior to being contacting.

• Evaluation of Acquisition Targets
  PB&W evaluates the operations, technology, management and future prospects of all acquisition targets. This process is instrumental in determining a target's competitive position, future prospects and value. PB&W's evaluation includes a sensitivity analysis of the target, which enhances our ability to assist our clients in negotiating the terms and conditions of a potential transaction. PB&W evaluates a target's financial performance by utilizing competitive benchmarking and analyzes a potential transaction's impact on cash flows, synergy benefits, potential cost savings, earnings per share and return on capital employed.

PB&W offers assistance in forming integration and target business plans. Integration plans should focus on leveraging and/or consolidating management teams, reducing excess administrative costs, consolidating redundant or unneeded facilities and, sales forces, products, technology, supply networks and pricing strategies. This element of the transaction process is sometimes not given enough emphasis by the acquisition team, which can result in less than desirable results.

Negotiations

PB&W assists clients in negotiating the terms, conditions and price in acquisition transactions. We have extensive experience in negotiating Letters of Intent and Purchase and Sale Agreements. This experience includes the evaluation and negotiation of:

• Operational issues;
  
• Exclusivity periods;
  
• Purchase price adjustments;
  
• Break-up fees;
  
• Collars;
  
• Escrows;
  
• Earn-out agreements;
  
• Materiality & knowledge qualifiers;
  
• Non-compete agreements;
  
• Representations and warranties; and
  
• Indemnification periods and other key issues.

For more information regarding our Merger & Acquisition services, please contact one of our Directors.