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M&A AND JOINT VENTURE PROCEDURE

PHASE 1 - Agreement on an Official Mandate
  • Definition of customer needs and requests and Viability 's responsabilities;

  • Definition of fee structures and modality of payments;

PHASE 2 - Market Analysis
  • Discussion on main strategic questions regarding acquisitions, sales, partnerships or JV;

  • Definition, with the customer, of Potential Companies that could be interested in being purchased, or to invest, or to be partner in the negotiations;

  • First confidential contacts – to feel the receptivity by the Potential Companies in starting a negotiation;

  • After a first analysis, definition of the first companies to start negotiations with

PHASE 3 - Valuation Model

  • Operating and Financial Analysis, development of a model of economical appraisal and definition of a range of values for the company to be negotiated;

  • Definition of total sale value or possible injection of new money , or for any other kind of partnership;

PHASE 4 - Memorandum of Information

  • Compilation of a Memorandum of Information (“Book”) over the company(ies) to be negotiated with potential investors;

PHASE 5 - Contacts and Negotiation

  • Viability starts , on behalf of the customer client , an official negotiation with the short list of companies already defined in Phase 2;

  • A full support to the customer client will be granted during all the negotiation procedures and up to the day of the signature (closing day).

PHASE 6 - Closing

  • Coordination of all parties engaged, including other experts such as lawyers, auditors, environment experts, assets appraisors, etc;

  • Definition of the final structure for the closing (modality of payment and fiscal structure);

  • Closing of the negotiation, with the payments of shares and goodwill, as well as the payment of success fee due to Viability & Partners and relatives expensed and costs of the process.

VALUATION MODELS FOR M&A IN BRAZIL

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