New Zealand

Acquisitions and Joint Ventures 

 

At KPMG we delight in helping to close successful acquisitions and negotiating Joint Ventures (JVs).  Why? Because we have a very experienced and motivated team committed to helping you initiate the entire process and pursue it through to completion.

Dealing with our specialist team means you and your business can achieve the best possible outcome based on rigorous and professional assistance.

Acquisition search

After confirming your acquisition criteria we can identify local and international targets for your consideration. We use a combination of specialist databases and key contacts in our proprietary networks.  This can save you significant time and potentially offer you a wider bank of potential buyers than you originally anticipated.

 

The scope of our work varies and may simply include target appraisal and a preliminary assessment. Or, as is more often the case, our expertise takes you to the next level - which may lead to an acquisition. This involves initial approaches to the target(s) and an invitation for exploratory discussions (confidential or otherwise). 

Acquisition management

Once an appropriate target(s) is identified, we work closely with you to help negotiate the transaction from the opening offer through to completion.  Our guidance simplifies the process and ensures all issues are managed so as to maximise the likelihood of success.

 

Our process involves the following assistance.

 

  • Review of the Information Memorandum issued by the target business.
  • Independent sector research, if appropriate, to assist in understanding the target’s key value drivers.
  • Assessment of other potential bidders’ based on our market intelligence to help understand the possible bidding landscape.
  • Initial valuation pricing, tax and debt advice to benchmark and fine tune your offer.
  • Document and submit non binding indicative bid to the Vendor’s advisers, including key legal terms.
  • Understand the level of interest in the offer from the Vendor’s advisers.
  • In the event you are invited to enter the ‘data room’, manage the overall data room analysis and if requested, offer KPMG’s assistance to perform financial due diligence.
  • If relevant, provide debt advice to inform the structure and quantum of your final offer.
  • Prepare and submit your final offer working closely with your legal advisers.
  • If chosen as the preferred bidder, negotiation to completion, again in conjunction with your legal advisers.
  • Acquire.

Joint venture assistance

You may want to consider a Joint Venture (JV) arrangement if you are seeking rapid access to new territories and markets.  The securing of wider technology resources, gaining access to greater human capital pools plus sharing the risk of a particular project or enterprise are reasons why you may want to consider a JV.

 

KPMG can guide you on the pros and cons of establishing a JV and if you proceed, we can help you to decide whether a JV should be set up as an incorporated entity such as a limited liability company or unincorporated, for example as a partnership or a contract. 

 

We will also assist you to perform systematic research in order to define the JV parties’ shared objectives (both qualitative and quantitative) and highlight the parties’ complimentary values. Our goal here is to solve potential problems before they arise. While trust is a key driver of JV success, lack of clarity about the goals of the JV or how those shared values will affect how either party is willing (or not) to achieve them, can be a major cause of dissention and consequently, distraction.
 

We also advise on documenting the JV arrangement to provide optimal clarity for both parties. Vital areas to consider are:

 

  • quantitative success factors.
  • what each JV party is bringing to the enterprise.
  • the quantifiable implications of each party’s contribution (during set up and ongoing) to how and when profits will be shared.
  • the roles and responsibilities of each party in the set up and ongoing management of the JV.
  • funding the JV.
  • agreed term.
  • early termination triggers.
  • how to manage default.
  • dispute resolution.
  • approach to exit at the end of the term, due to default or because of early termination.