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M&A Pre Deal

Before your deal activity gets underway, we can support you from both a human capital and risk management perspective. We help make your deal a success by using our foresight and experience and a robust process to manage transaction risks.

At Willis Towers Watson, we advise on circa 1,000 transactions every year.

Advance preparation is key to the short and long-term success of transactions. Before your deal gets underway, we can support you from both a human capital and risk management perspective. Our focus is to make your deal a success by using our foresight and experience, combined with a robust process, to manage transaction risks.

At this first step we can help you with:

  • M&A readiness
  • Target identification
  • Preparing to sell

M&A readiness: Helping you maximize opportunities

The success of any deal, large or small, depends on effectively managing both financial risks and people. With our combination of risk and human capital expertise, we seamlessly help you maximize opportunities.

Preparing your business for change

Establishing a robust risk management framework and appropriate mitigation will put your business in a much stronger position to attract potential investors and achieve deal success. Whether you are looking to sell or buy, this framework provides a critical benchmark for assessing the risks and challenges posed by M&A activity.

Whatever your aims, we can help you identify the potential risks from the start of the deal cycle and establish strong foundations for long-term M&A success.

Training and support for your in-house resources

With business performance driven largely by the skills, competencies and contributions of your people, employee engagement is critical before, during and after a transaction.

By creating effective people strategies that support broader business goals, human resources (HR) can play a key role in the success of your M&A deal. Working in partnership, we support HR teams in preparing for this crucial role. We will help:

  • Carry out pre-deal preparations
  • Identify structure and resource gaps
  • Establish an M&A blueprint
  • Provide training

Target identification: Helping you understand the risks, challenges of a deal

We can support you with early analysis and advice to help identify M&A target businesses. By clarifying your key drivers and undertaking an early assessment of the potential opportunities and challenges, we can help align decisions with your objectives.

We can then help you understand the risks and challenges in preparation for the full due diligence process.

Understanding the financial risks and people-related challenges

When you know where to look for information and how to analyze it in an M&A context, much can be gleaned from publicly available information on any target business.

Listed companies will disclose details of their key risks and risk management activities. From a human resources (HR) perspective, this pre-deal analysis can reveal organizational structure, leadership team details and executive compensation and benefits.

We will analyze the available information from an M&A perspective so that you enter preliminary discussions with the fullest possible picture. Using our tools and data, we analyze the latest published information to provide an accurate reflection of the current situation.

For example, even though pension accounting disclosures do not provide full details of expected cost or inherent risks, our extensive data and expertise enables us to make accurate adjustments. Meaning you can have an informed discussion on what might otherwise be a deal breaker.

We can also advise you on the expected operational insurances your target is likely to arrange – and the costs involved. This red-flag guidance will take account of relevant information, such as any relevant large loss or lawsuit, before you invest in a full due diligence review.

Sector, market and geographical insights

We have in-depth knowledge of the M&A challenges in more than 120 countries. From the start of the process, we will help ensure you have the market expertise and insights you need to make an informed assessment of the opportunities for business growth.

Preparing to sell: Supporting you throughout the M&A process

The preparation involved in selling a business is crucial in ensuring the success of the deal. To support your business through this process, our aims are clear: to identify and manage potential barriers to a sale and control key risks that might materialize during the pre-deal phase. Not only do we strive for a smooth process, we also often identify opportunities that add value to the business you are selling.

Removing obstacles and risks to support future business sale or IPO

Often deals can be delayed or blocked when key bidders identify unforeseen issues during the sales process. To help you avoid such delays — and subsequently maximize the deal value — our vendor due diligence services provide an essential review of your:

  • Global operational risk strategy
  • Insurance arrangements
  • Workforce and employee benefits

By undertaking this review, possible issues should be identified and addressed in advance. For example, pension liabilities often prove to be a significant barrier to a sale: We'll help you identify and put in place the solutions that such challenges require.

To help secure the completion of a deal, we can also prepare sell-side warranty and indemnity insurance. This offers significant advantages over traditional sellers’ limitation of liability obligations by freeing up the proceeds of the sales and providing all parties with greater certainty that risks are being mitigated.

By preparing for the changes to come, we will help you turn every challenge into an opportunity.

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