Meta Octav offer Merger & Acquisition (M&A) services that helps clients set up company structures in a holistic, strategic, and tailored to meet both the legal and business goals of our clients. M&A transactions can be complex, involving multiple jurisdictions and various stakeholders, so offering services that guide our clients through the process is crucial.

Here’s a detailed breakdown of the specific services our company offer in the area of M&A:

1. M&A Strategy & Advisory

• Strategic M&A Planning: Helping clients define their M&A objectives (growth, market expansion, consolidation, diversification, etc.) based on their historical operations and future goals.

• Target Identification & Market Scanning: Assist clients in identifying potential acquisition targets, joint venture partners, or companies for sale that align with their long-term vision.

• M&A Strategy Design: Offering strategic advice on whether a merger, acquisition, or partnership is the best option, and advising on the optimal transaction structure (asset purchase vs. share/stock purchase).

• Divestiture Strategy: For clients who wish to sell parts of their business, advising on the best way to structure the divestiture and ensure maximum value from the sale.

2. Due Diligence & Risk Assessment

• Financial Due Diligence: Conducting or coordinating financial due diligence to assess the financial health of the target company, review historical financials, and identify any potential red flags.

• Legal Due Diligence: Reviewing contracts, IP rights, regulatory compliance, pending litigation, and other legal matters that might affect the transaction.

• Operational & HR Due Diligence: Assessing operational processes, workforce conditions, and potential cultural fit between the merging/acquiring entities.

• Tax & Regulatory Due Diligence: Analyzing the tax implications of the transaction, including cross-border tax considerations, tax liabilities, and incentives in Switzerland and abroad. Ensuring regulatory compliance (especially in highly regulated sectors).

• Risk Mitigation Strategies: Identifying potential risks in the deal, including reputational risks, market risks, and operational risks, and helping to implement mitigation strategies.

3. Valuation & Financial Structuring

• Business Valuation: Providing objective and thorough business valuations to determine the fair market value of the target company, using methods such as discounted cash flow (DCF), comparable company analysis (CCA), and precedent transaction analysis.

• Deal Financing Strategy: Advising clients on how to finance the deal, including debt financing, equity financing, or hybrid solutions, and structuring these finance options in a tax-efficient manner.

• Transaction Structure Design: Structuring the deal to align with the client’s financial and operational goals (e.g., stock-for-stock, cash transactions, earnouts, debt assumption).

• Cash Flow & Profitability Projections: Assisting clients in understanding the impact of the acquisition/merger on future cash flows and profitability, including potential synergies or cost-saving opportunities.

4. Legal Structuring & Documentation

• Legal Entity Formation & Reorganization: If necessary, creating new legal entities (holding companies, subsidiaries, etc.) or reorganizing existing entities to facilitate the merger or acquisition.

• Transaction Documentation: Drafting and reviewing all necessary documentation, including letters of intent (LOI), memoranda of understanding (MOU), purchase agreements, shareholder agreements, and confidentiality agreements.

• Regulatory Filings: Ensuring all necessary filings are made with Swiss regulatory authorities, and if applicable, international regulators (e.g., antitrust filings, sector-specific approvals).

• Cross-Border M&A Compliance: Advising on jurisdiction-specific legal requirements for international M&A transactions, including obtaining approvals, complying with local laws, and structuring deals across different legal environments.

• Integration & Post-Merger Contracts: Drafting post-merger or post-acquisition agreements, including employee retention, non-compete agreements, and supplier contracts.

5. Taxation & Tax Optimization

• Tax Structuring for M&A: Structuring the deal in a way that minimizes tax exposure for both parties, optimizing for VAT, capital gains, transfer pricing, and other tax considerations.

• Cross-Border Tax Planning: Assisting in navigating the complexities of international tax laws and treaty networks, especially if the target company or assets are located outside Switzerland.

• Tax Due Diligence: Reviewing the target’s historical tax filings, unresolved tax disputes, tax liabilities, and compliance with local tax laws to prevent future tax surprises.

• M&A Tax Incentives & Relief: Advising on available tax incentives, exemptions, or reliefs that might apply in Switzerland (e.g., relief for reorganizations, capital gains tax exemptions, etc.).

6. Post-Merger Integration (PMI) Services

• Cultural Integration Strategy: Developing a strategy to align the corporate cultures of the merging or acquiring companies, ensuring smooth transition and employee retention.

• Operational Integration: Assisting with integrating the operations of the two companies, including technology systems, supply chains, customer relationship management, and more.

• Synergy Realization: Identifying and capitalizing on synergies between the merging companies to maximize cost savings, revenue growth, and operational efficiencies.

• HR & Employee Transition Planning: Helping to manage employee transitions, retention plans, and any restructuring required in the new combined entity.

• Branding & Communication: Advising on rebranding, marketing strategies, and internal/external communications related to the merger or acquisition to ensure alignment and minimize disruption.

7. Deal Financing & Capital Raising

• Debt Financing & Credit Facilities: Advising on how to secure financing for the deal through loans, credit facilities, or other debt instruments. Helping negotiate terms with banks and financial institutions.

• Equity Financing & Private Equity Participation: Assisting with raising equity financing if the transaction is structured as a share acquisition, including identifying potential investors (private equity firms, venture capital, etc.).

• Leveraged Buyouts (LBOs): If applicable, helping clients structure and finance a leveraged buyout (LBO), including structuring debt, equity, and negotiating with lenders.

• Crowdfunding or Alternative Financing: Exploring unconventional financing methods such as crowdfunding or syndicated loans, depending on the size and nature of the transaction.

8. Regulatory & Antitrust Compliance

• Antitrust & Competition Law Advisory: Assisting in navigating antitrust laws and ensuring that the transaction complies with Swiss and EU competition regulations. This may include obtaining regulatory approvals for the deal.

• Foreign Investment Control: Ensuring compliance with any laws controlling foreign investment, particularly if the target company is in a sensitive sector (e.g., defense, energy, finance).

• Industry-Specific Regulations: Offering tailored advice for highly regulated sectors (banking, pharmaceuticals, energy, etc.) and ensuring that the transaction adheres to all sector-specific regulations.

9. Stakeholder Communication & Crisis Management

• Shareholder & Board Communication: Helping manage communication with shareholders, boards of directors, and key stakeholders throughout the transaction.

• Employee Communication Strategy: Developing strategies to inform and engage employees about the merger/acquisition to minimize uncertainty and retain top talent.

• Crisis Management & Dispute Resolution: Assisting in managing any disputes that arise during the M&A process, including post-deal disagreements or potential litigation.

10. Ongoing M&A Support & Monitoring

• Transaction Monitoring: Offering ongoing support to monitor the post-transaction process and identify potential issues or areas of concern as the integration unfolds.

• Performance Metrics & KPIs: Setting up post-merger performance tracking systems to measure the success of the integration and the realization of synergies.

Summary: Key Differentiators of Meta Octav as a Swiss Company in M&A Services

• Swiss Precision and Neutrality: Offering a stable and trusted jurisdiction for M&A, especially with Swiss neutrality in cross-border disputes and the country’s robust legal system.

• International Expertise: Leveraging Switzerland’s position as a hub for international business, with deep expertise in cross-border transactions and understanding of global tax systems.

• Confidentiality & Data Protection: Swiss companies are renowned for their strong data protection laws, making them a trusted partner for sensitive M&A dealings.

• Focus on Building the Future: A client-focused approach, not just guiding clients through the transaction but ensuring long-term value creation, operational success, and alignment with future goals.

A Future build based on the Spirit of a Suisse Allegiance