We are specialists, operating from 8 offices nationwide. The Moore Polska team offers commitment and flexibility, combined with the expertise and power of an integrated financial services network.
We provide practical advice on the full range of corporate finance services: from M&A advisory and transaction services to debt and equity financing and valuations. We provide support throughout the process.
Our clients include entities in the small and medium-sized enterprise sector and large private corporations, covering a wide variety of business sectors. Our experts offer local knowledge and advice, while providing the ability to handle complex international or cross-border issues.
The proposed scope of our activities:
- diagnosis of condition and valuation
- preparation of an investment memorandum, with accompanying documents (management brief, investor presentation and others)
- preparation of a Long List (Long List) of potential investors
- preparation of a Short List (Short List) of potential investors
- preparation for the due diligence process
- management of the data room in the due diligence process
- legal and tax advice on the investment agreement
- transaction consulting
We will carry out a diagnosis of the state in the area:
- economics and finance, as well as accounting
- organization and management
- human resources
- legal and tax
Based on the state diagnosis, they will be identified and described:
- SWOT analysis
- risks in individual areas and, if necessary, we will indicate ways to level or counteract them
- the subject of the transaction
- estimate / valuation of the value of the transaction (value of shares or stocks, or enterprise, or organized part of the enterprise) investment memorandum
Investor presentation / investment memorandum
As part of this stage, an investment memorandum will be prepared – a document summarizing basic information about the Company, its past activities on the management team, the planned rate of development and efficiency assumptions. The purpose of preparing this document is to present the Company’s activities and profile, highlight its individual characteristics and arouse the interest of Potential Investors.
The memorandum will be presented to Potential Investors after signing a confidentiality undertaking. Before that, Interested Investors will receive presentations, management briefs or a teaser.
Preparation of a long and short list of potential investors
This stage is divided into two phases:
- In the first phase, we are preparing a base Long List of potential investors.
- After holding preliminary discussions with Potential Investors from the Long List and confirming their interest in the transaction and
- based on our recommendations in the second phase, we prepare,
- in consultation with the Company, a Short List of Potential Investors who are invited to submit investment offers.
Preparing for the due diligence process
As part of this phase, we will carry out the following work:
- preparation of data room regulations
- compilation of due diligence documentation for Investors
- supervision of preparation of due diligence documents
- setting the schedule of examination by individual Investors
- informing the Investors about the course of the due diligence process
Data room management in the due diligence process
Potential Investors selected by the Company will be given the opportunity:
- get acquainted with the state of the Company’s assets
- contact with the Management Board of the Company
- verify the financial, legal and environmental situation of the Company
- to ask specific questions about the Company
- access to other necessary documents
- and information
The examination of the Company is expected to last 5 business days for each Investor. The review of the Company’s assets is to be carried out by the Investor in a manner that does not disrupt normal operations. The scope of the review of issues to be examined by the Investor will be jointly determined. Our task will be to supervise the effectiveness of due diligence processes conducted by Potential Investors.
After the review, Investors will be able to submit binding bids.
Legal advice on the investment agreement
Services include comprehensive handling of the transaction, participation in all its stages to maximize the interests of the owners and the Company, and eliminate or reduce the legal risks associated with obtaining an Investor.
Services include in particular:
- participation in discussions and negotiations with the participation of the Company and the Investor’s representatives
- preparation of own draft or introduction of changes to the draft preliminary agreement presented to the Company
- preparation of own draft or introduction of changes to the draft final agreement presented to the Company
- preparation of drafts of other documents or opinions on draft documents proposed by the Potential Investor
Assisting the owners and the Company with the divestiture transaction in particular:
- updating the valuation of the Company
- evaluation of offers from Investors
- advising on the selection of the most advantageous offer
- proposing the structure and model of financing the transaction
- preparation of the transaction and its conduct
- assisting in the preparation of the relevant investment agreement
- supporting the Company in negotiations concerning the implementation of the transaction
- Bringing the transaction to fruition and optimizing its terms and conditions
- full legal service of the planned transaction, including, among others, preparation of drafts of all registration and statutory documents, the closing of the transaction