M&A deals

Mergers & acquisitions is one of REVERA's key practices. We are proud of our accumulated experience in M&A.

The list of our services in a particular project depends on the size of the deals and the party we represent. 

Supporting M&A deals on the seller's side

Stage 1: Restructuring of the group for the transaction Stage 2. Vendor Due Diligence Stage 3 Term sheet Stage 4. Legal opinion Stage 5. Step plan Stage 6. Implementation of the plan Stage 7. Signing of documents and closing of the transaction

Restructuring of the group for the transaction

The purpose of this stage is to simplify the future transaction and optimize taxation.

Vendor Due Diligence

At this stage, our lawyers perform Due Diligence on the company to be sold and develop recommendations for correcting errors. The potential buyer is provided with a report that enhances the value of the purchase.

Term sheet

Term sheet has several levels of detail, which depend on the specifics of the transaction:

  1. Letter of intent;
  2. Memorandum of understanding;
  3. Term sheet – directly an agreement on the main terms of the transaction.

Legal Opinion

The purpose of the stage is tax analysis, which results in a report on upcoming tax expenditures.

Step plan

Preparation of a step-by-step plan for the implementation of the transaction.

Implementing the plan

At this stage, the lawyers develop the documents necessary for the transaction: 

  1. Purchase agreement;
  2. Shareholder agreement;
  3. Option agreements;
  4. Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
  5. Supporting documents: corporate resolutions and protocols;
  6. Disclosure  Letter. By means of this document the seller warrants that no tax liabilities are violated and there are no arrears.

Document execution and closing

Champagne!

Supporting M&A transaction on the part of buyer

1. Term sheet 2. Due Diligence 3. Legal Opinion 4. Step plan 5 Implementing the plan 6. Document execution and closing

Term sheet

This stage has several specification levels, subject to peculiarities involved:

  1. Letter of intent;
  2. Memorandum of understanding;
  3. Term sheet – agreement on basic terms of transaction.

Due Diligence

This stage indicates to the buyer what exactly what they are  buying and the  potential risks involved.

Legal Opinion

At this stage our lawyers carry out legal and tax analysis resulting in a report on the feasibility of the expected transaction structure, possible problem points, prospective tax expenses and other peculiarities.

Step plan

Preparing a step-by-step transaction implementation plan.

Implementing the plan
 

At this stage our lawyers will elaborate all documents required for the transaction: 

  1. Purchase agreement;
  2. Shareholder agreement;
  3. Option agreements;
  4. Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
  5. Supporting documents: corporate resolutions and protocols;
  6. Disclosure  Letter. By means of this document the seller  warrants that no tax liabilities are violated and there are no arrears.

Document execution and closing
 

Champagne!

Projects

Restructuring of the GameDev group of companies

Comprehensive consultation included analysis of different jurisdictions (Cyprus, Poland and Georgia) for doing business taking into account the client's distributed team, preparation of a shareholders' agreement, selection of a suitable tax regime in Georgia

Private investor

Complex support of investment project realization by means of a loan. Consultations on ways to secure the borrower's obligations to repay the loan amount. Preparation of the loan agreement, including establishment of optimal mechanisms for protection of rights.

CIS investor

Preparation of an opinion on corporate issues, as well as on the issues of investment of a foreign company in a Georgian limited liability company