Page 35 - SONEPAR 2021 - AcquisitionBook

PHASE 1:
STRATEGIC ANALYSIS
5.5
PHASE 2:
EXPLORATORY PHASE
PHASE 3:
LETTER OF INTENT
PHASE 4:
DUE DILIGENCE
PHASE 5:
SALE & PURCHASE AGREEMENT
PHASE 6:
CLOSING
PHASE 7:
INTEGRATION & FOLLOW-UP
COORDINATE WITH HQ TREASURY AND GROUP COMMUNICATIONS
Coordinate with HQ Treasury and GROUP Communications
Before signing of the SPA, do not forget to involve:
➜ the HQ Treasury team: It shall be informed of the purchase price, payment conditions and bank relations of the target company and will help prepare a funds flow;
➜ the GROUP Communications team: Internal and external communication on the transaction will usually take place right after the signing of the SPA based on drafts prepared locally and vetted by the GROUP Communications team.
5
TO KEEP IN MIND
➜ The best way to minimize risks is to conduct an in-depth and qualitative DUE DILIGENCE.
➜ The SPA must be drafted and reviewed by SONEPAR’s legal, finance and tax advisors taking into account the DUE DILIGENCE
reports.
➜ A significant portion of the negotiations will relate to price mechanism (CLOSING ACCOUNTS or LOCKED BOX) as well as REPRESENTATIONS & WARRANTIES and INDEMNITIES.
➜ In addition to REPRESENTATIONS & WARRANTIES and INDEMNITIES, other contractual and financial mechanism are available to obtain further comfort.
➜ The SPA must be reviewed and approved by the HQ M&A and Legal teams before signature.
SONEPAR - ACQUISITION MANUAL - 2021 - FOR INTERNAL USE ONLY 33