Corporate Finance Adviosry.

Services

Acquisition/Vendor Due Diligence

Business Valuation

Financial Modeling

Feasibility Studies

Commercial Due Diligence

Sale and Purchase Agreement (SPA) Advisory

Investment/Information Memorandum

Investors Pitch deck

Virtual data room management

Sell Side / Buy Side mandate

Mergers and Acquisitions advisory

Negotiation and deal structuring

Identifying and evaluating M&A targets

Pricing Guidance

Debt and Capital-raising services

Financial Strategy and Restructuring

Budgeting and financial projections

Remote CFO

Accounting support services; Virtual

bookkeeping & financial management

Locations

Dubai serving the Gulf Cairo serves North

Africa Indonesia serving southeast Asia

Plus handful of M&A talents all over the world

including the US, Europe, India, and South America

Acquisition Due Diligence

Successful bidders will need to complete focused due diligence to confirm price, funding and identify issues that require reflection in the sale and purchase agreement and completion accounts or the ‘locked box’ mechanism. Our targeted due diligence focuses on key financial and commercial issues to help ensure our clients do the right deal at the right price.

Our financial due diligence team assists international and local corporate groups, family groups, sovereign wealth funds and private equity investors looking to make majority or minority M&A investments.

We work alongside our clients at every stage of the acquisition process to provide support in analyzing the key issues and deal drivers that affect your bid. This includes an initial assessment of critical areas in a “red flag” report, with summarized findings of key deal issues, implications and advice, followed by a second phase of more in-depth due diligence review of the target business and financials.

Our scope of work can be tailored to best suit the key deal drivers. Typically, our financial due diligence seeks to provide a firm understanding of the underlying trading profile, quality of reported earnings, working capital funding requirements, identification of debt like items and a robust review of future cash flows.

When do you need our financial due diligence experts advise

Merger and acquisition (M&A) transactions: Clients may need financial due diligence and valuation services during M&A transactions to help them evaluate the financial health of the target company and determine a fair price for the acquisition.

Internal Decision-Making: Even companies that are not currently considering a merger or acquisition may benefit from Financial Due Diligence and Valuation services. For example, they may need to evaluate the financials of a subsidiary or business unit, or assess the value of intellectual property or other assets.

Dispute resolution: Clients may need financial due diligence and valuation services in disputes related to financial matters, such as shareholder disputes or breach of contract cases, where an independent valuation of assets or businesses is required.

Financial reporting: Clients may need financial due diligence and valuation services to comply with regulatory requirements, such as fair value reporting, or to assist with financial statement audits.

Strategic planning: Clients may need financial due diligence and valuation services to help them with strategic planning, such as evaluating the potential financial impact of a new product or service launch or exploring opportunities to enter new markets.

Tax planning: Clients may need financial due diligence and valuation services to assist with tax planning, such as valuing assets for tax purposes or determining the tax implications of a proposed transaction.

Why do you need financial due diligence?

• To provide an independent and objective analysis of a company's financial information.

• To identify any potential risks or issues in a proposed transaction or investment.

• To help negotiate the terms and pricing of a transaction or investment.

• To assist with the preparation of financial reports and disclosures required by regulators or investors.

• To provide insights into industry and market trends, and how they may impact a company's financial performance.

• To help with financial planning and forecasting, including cash flow projections and budgeting.

• To assist with the valuation of intangible assets, such as intellectual property or brand value.

• To support fundraising efforts, such as when seeking investments or loans from banks or other financial institutions.

• To assist with tax planning and compliance, including identifying opportunities for tax savings or restructuring to minimize tax liability.

• To assist with the preparation of financial statements, including audits and reviews for public companies, or compilations for private companies.

• To help with business succession planning, such as when preparing to sell or transfer ownership of a business to family members or third-party buyers.

Valuation

Our team of professionals help clients address some of their most challenging valuation issues ranging from strategic, transactional and operational decisions through to regulatory compliance and monitoring

Valuation is often a controversial and complex subject. It requires an in-depth understanding of the market, the asset in question, the company and its competitors, financial and non-financial information, as well as factors such as the legal and regulatory environment. Valuation advice needs the right blend of analysis, experience and professional judgment. Our team advises on all aspects of valuing companies, income generating assets, listed and unlisted securities, derivatives, structured credit, asset backed securities, intellectual property and intangible assets.

M&A and Investment analysis; Our team assists management and stakeholders in transactions to estimate the deal price on both the buy and sell side. In addition, we provide impartial valuation advice to clients to assist with the investment decision process whether for initial screening or part of a detailed due diligence assessment.

Portfolio Valuation;

We provide valuation services to a number of family offices, private equity firms and institutional investors in respect of their operating divisions, investment portfolios including underlying debt and equity investments, infrastructure, real estate and other unlisted, illiquid assets.

Litigation and disputes;

The valuation of businesses and shares in a dispute situation can be complex and contentious as the parties involved often have conflicting views and/or are governed by pre- agreed contractual terms. We often act for a single party, or act as an independent expert jointly appointed by the parties or the Court to opine on valuation aspects.

Financial Reporting;

Valuations are required for financial reporting purposes. As fair value has become more and more important as a measurement standard for financial reporting purposes in recent years, our team supports clients for fair value assessments of their assets and liabilities, impairment testing and purchase price allocations in accordance with applicable accounting standards.

Restructuring and turnaround;

Whether for financial or commercial reasons, restructuring a business is a difficult process. We work closely with the Restructuring and Debt Advisory experts to advise management, shareholders, debt providers, trustees and other creditors of businesses undergoing restructuring in respect of security valuations and value realization strategies for all stakeholders.

Intellectual property;

valuing intellectual property and intangible assets; dealing with the commercial and valuation issues unique to intellectual property and the related impact on shareholder value and financial reporting, such as purchase price allocation requirements.

IPO valuation;

Considering and ultimately deciding to make the transition to a public company requires significant effort from many parts of a business. Our team can assist in the independent assessment of the valuation of the business, working closely with the Corporate Finance Advisory and Transaction Services teams.

Options and derivatives;

Valuing options and other financial derivatives can be an extremely complex task. Working alongside our modeling and other accounting advisory teams, we can assist you in valuing such items for financial reporting, transactional or commercial purposes.

Financial Modeling

Model build;

Translate complexity into financial insights to increase decision-making confidence and stakeholder value.

The Modeling team assists clients navigate complex issues and transactions by delivering tailored, fit-for-purpose, integrated, logically structured modeling solutions.

Our team of dedicated modeling specialists work alongside Corporate Finance Advisory, Real Estate, Valuations, Restructuring, Accounting and Tax teams to bring a wealth of experience in developing models for the following business situations:

M&A, joint ventures and divestitures Initial Public Offering business plan Infrastructure projects including feasibilities for banks and regulators and tariff pricing Real estate feasibility studies to evaluate various alternatives of land use from both investors’ and developers’ perspectives Financial planning including business case preparation and analysis

Allocation and budgeting of capital

Reorganizations, restructures and operational improvements.

Capital raisings and refinancing

Model review;

Add confidence to your numbers. We provide an independent review of financial models to increase the credibility in model outputs to avoid the costs and consequences of inappropriate decisions undertaken on the basis of faulty models.

Our reviews can cover model logic and integrity as well as mathematical accuracy for both the base case and designated sensitivities, review against supporting documentation as well as review against tax and accounting treatments within the models. A final report on the model adds confidence to your forecasts.

Mergers and Acquisitions

Our team advises corporate buyers and private equity investors throughout the entire M&A deal life cycle. Our end-to-end merger, acquisition and divestiture advisory services are customized to meet the unique needs of each of our clients.

Whether driven by corporate strategy, financial returns, or succession planning, M&A is often part of the reality for businesses. Many businesses and shareholders are finding themselves in a position where they are looking at significant transactions, and require assistance from professionals who are experts in this field. Our experienced team has successfully assisted clients in completing significant transactions across the Middle East and internationally. Some of the areas we often advise on are:

• Strategic acquisitions for diversification, vertical, horizontal, or geographical expansion.

• Divestiture of non-core assets or in relation to succession planning.

How we can help

We have a strong reputation in the market for providing quality and honest advice. By leveraging our team's extensive local and global network, we can find the right buyer, partner, or target for your business.

We provide insight and experience at every stage of a transaction, from consideration of the strategic options to transaction execution, be it an acquisition or a divestment

Our expert team provides advice on:

• Mergers and Acquisitions.

• Divestitures and spin-offs.

• SPA Advisory.

• Negotiation and deal structuring.

• Identifying and evaluating M&A targets.

• Pricing guidance.

Sale and Purchase Agreement Advice

Whether selling a business and wanting to achieve a clean exit at a predictable price, or buying a business and seeking appropriate protection in place if the target’s financial position is not as expected, the financial terms of the Sale and Purchase Agreement (SPA) are key. We develop contractual solutions to accounting and commercial issues, advising clients on the appropriate pricing mechanism and recommendation of accounting policies, warranties and indemnities.

What we do

We advise our clients on the accounting aspects of SPAs. Working closely with the core Deloitte team and lawyers, we provide support throughout the SPA drafting and negotiation process, identifying commercial issues early and ensuring these are appropriately reflected in the SPA so that they can be converted into real value.

How we can help

Whenever you are doing a transaction, our teams can assist with:

• Making a structured offer at the commencement of the deal.

• Structuring the purchase price adjustment mechanism in the SPA;

• A “locked box” mechanism;

• Agreeing net asset or normal working capital targets; Accounting hierarchy/policies and definitions for the completion accounts;

• Leakage protection; and

• Accounting warranties and indemnities.

Vendor Assist Services

We optimise efficiencies in the disposal process via the provision of a coordinated suite of services, tailored to our clients’ needs to complement existing skills and resources, identifying and addressing the challenges faced prior to and throughout the disposal process.

What we do

Our dedicated transaction services professionals provide an integrated offering utilizing the wealth of sell side experience across the firm. Working closely with our clients, we identify and resolve issues in the divestment process and offer a suite of vendor assist services specifically tailored to the requirements to achieve an optimal outcome for our clients.

Portfolio review;

Transactional readiness review;

Project management;

Separation planning and implementation;

Commercial/operational review;

Sales purchase agreement support;

Tax review and structuring;

Financial reporting procedures and transaction advisory; and

Treasury support

Vendor Due Diligence

Vendor due diligence is ideal when there is competitive tension and a number of potential acquirers. Our reports provide a consistent report and data set, whilst maintaining a robust and independent view in order to instill confidence in the potential buyers.

What we do

Our experienced sell side professionals are adept at providing vendor due diligence services across a wide range of industries and clients. With professionals based in the Middle East and access to global expertise, our guidance can be tailored to best suit the specific requirements unique to each divestment.

Working closely with our clients, we provide a vendor due diligence product, which enables them to retain control of the process and reduce disruption to the existing business. Our vendor due diligence offering can cover a number of areas depending on the needs of both the vendor and bidders. This typically includes financial (historical and future), tax, operational, commercial and strategic.

How we can help

We offer assistance at every stage in the disposal process but our involvement can be as limited or as extensive as the situation demands. This maximizes our added value, whilst minimizing cost and ensuring our clients do not spend money on services they are able to perform themselves. Examples of our services include, but are not limited to:

How we can help

Vendor due diligence is key to a sale process in the following scenarios:

• The nature of the transaction means that due diligence will be a pre-requisite for any bidder;

• There are a number of potential purchasers involved in an auction process;

• The timetable is tight and the maintenance of confidentiality is important;

• Disruption to the business is to be avoided;

• and The transaction is complex in nature and you wish to control the level of questions/information requests from potential purchasers.

IPO services

Considering and ultimately deciding to make the transition to a public company requires significant effort from many parts of a business. Our dedicated team supports clients at every step of the journey both before and beyond the IPO – choosing the appropriate market for listing, preparing the business, executing the public offering and ultimately, establishing themselves as a public company.

The following are some key questions and issues, which require consideration from management and shareholders of a company considering an IPO:

Our dedicated professionals provide our clients with a wide range of services to support them in their IPO. This includes, but is not limited to:

Capital Raising

We have extensive expertise in senior bilateral, club and syndicated debt as well as subordinated capital. Business owners are continuously challenged to optimise or refinance existing debt, finance new growth, seek acquisition or development opportunities, or generate capital to reward patient shareholders.

Many businesses or shareholders are finding themselves in a position where they are looking at raising capital and require expert banking and leveraged financing assistance. Some of the areas we often assist in are:

If the rationale behind your IPO is to raise equity capital, have you considered all alternative strategies and which exchange to use? Are you sufficiently familiar with the listing process and roles of the various advisors in the process (e.g. banks, accountants, lawyers, etc.)? Have any of these advisors already been appointed? Do your information systems support the high-quality management and financial reporting information required for a public company? Have you prepared a business plan in the light of your business being a public company; and have you articulated the use of IPO proceeds, considered their proposed dividend policy, etc.? Have you prepared a sufficiently robust and integrated valuation model that incorporates your cost of capital, can be flexed, can test applicable banking covenants and provide projected cash positions? How we can help

• Maturing debt facilities that need refinancing

• Raising of corporate acquisition finance or asset-backed finance.

• Growth and expansion as well as real estate-related development financing

• Short and medium-term working capital financing solutions.

• Dividend recapitalizations.

• Advice on various sources of capital such as regional and international investment and sub-investment grade club, syndicated and bilateral bank facilities.

• Regional and international alternative lenders or private debt funds that provide unitranche, 2nd Lien, and mezzanine debt facilities.

• DFI and or Export Credit Agency-backed solutions.

Perform an IPO readiness review to assess the existing financial reporting, business controls, corporate governance and management information systems, and address any deficiencies; Due diligence on the business to be listed (financial, tax, operational, commercial, environmental, insurance and IT areas) to assist in drafting key sections of the investment circular; Reporting accountants (historic financials, working capital); Provide financial modeling services to generate a robust business plan, fit for purpose for an IPO; and Independent assessment of valuation.

Financial Strategy and Restructuring

Assisting stakeholders in assessing options, negotiating and implementing a financial restructuring. We advise lenders, borrowers, directors and shareholders and have acted on some of the largest restructuring cases in the Middle East and internationally. We deliver a full suite of financial restructuring services to our clients, including:

• Financial advisory

• Independent business reviews

• Short-term cash flow reviews

• Contingency planning and implementation

• Real Estate Valuation

• Conducts valuation of commercial offices, retail, residential, industrial, and hospitality assets in accordance with the Royal Institution of Chartered Surveyors Valuation Professional Standards, incorporating International Valuation Standards, as well as applicable local standards.

• Real Estate Development

• Assist with the provision of market due diligence, financial feasibility assessments, highest and best use analysis, investment strategies and advice for real estate developments and related infrastructure.

• Travel, Hospitality and Leisure

• Offer market and financial due diligence, operator selection, hotel/serviced apartment valuation and configuration of hospitality led development projects.

• Dispute services

• Our real estate specialists provide objective, robust and independent insight and advice to help clients in the avoidance and resolution of real estate disputes.

Commercial Due Diligence

strategy, commercial due diligence helps verify your investment hypothesis. In our view, many investors in the Middle East are more likely than their European or North American counterparts to make an investment decision based on an untested hypothesis. But the lower level of publicly-available information does not mean that acquisition decisions should be ill-informed. Commercial due diligence reviews the Target’s historical and forecast performance from the perspective of its markets, its customers, its competitors and its internal capabilities. It therefore provides the investor with a detailed, objective and fact-based review of the Target’s strategic risks and opportunities, as well as a quantitative assessment of the growth projections used as a basis for the transaction.

Typically, commercial due diligence would cover:

Real Estate

A review of market demand, verifying the level of market growth in the business’s specific products/services analysis o the competitive environment, to assess the level of competition in the market and verify the Target’s particular competitive position Analysis of key customers and the strength of the Target’s relationships. Often, we conduct customer referencing to provide high quality independent feedback an understanding of the drivers of historical trading performance. For example, to what extent was growth impacted by market changes, new products, competitor action or regulatory changes. conclusions on the achievability of forecast projections, with specific adjustments where we believe that the level of risks is too high, or where we believe there to be hidden upsidd solutions.

Our conclusion on the financial projections can feed into the financial due diligence workstream to ensure that the profit and cash impact of any adjustments are accurately modelled, giving you a clear view on the impact on valuation.