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OUR EXPERTISE

Transaction Services

The firm’s independence and involvement of its partners make it possible to support you at each stage of an acquisition or transfer, with multidisciplinary and experienced teams that implement a tailored approach to grasp the factors likely to challenge the transaction and secure the financial elements relating to the transfer price.

    Our main missions, as part of an expansion, are as follows:

    • Completion of the due diligence audit on the accounting, financial, tax and social aspects;
    • Establishment of the Target Business Plan and negotiation with lending banks, and if applicable, with financial partners (Investment funds and mezzanine);
    • Review of financial clauses and liability guarantees included in the SPA;
    • Review of covenants (EBITDA, Financial debts, normative BFR, etc.) included in the bank documentation.

    Our main missions, as part of a transfer, are as follows:

    • Organisation of the accounting, tax and social dataroom;
    • Preparation of the Vendor Financial Due Diligence report;
    • Review of financial clauses and liability guarantees included in the SPA;

We intervene in “Small and Mid Cap” transaction for different foreign investment funds, Family Offices and industrial companies.

Restructuring

    We assist you in finding solutions in situations of difficulty and potential or real crises, often related to a delicate financial situation.
    During this entire period, our Restructuring Department implements the essential tools for the collective procedure organs (judicial administrators, agents, commercial court judge) to preserve your company’s activity:

    • Establishment of a diagnosis by analyzing the various Business Unit economic and profitability models;
    • Strategic assessment of the possibilities offered to best protect the company's interests (Safeguarding or Legal Redress);
    • Preparation of the Backup / Declaration of Cessation of Payment files;
    • Throughout the observation period:
      • Establishment of monthly Financial Reporting;
      • Establishment of monthly balance sheets;
      • Modeling of repayment capabilities
        of the pre-adjustment/ backup debt;
      • Establishment of the liabilities clearance plan hypotheses;
      • Establishment of business plans as part of a backup plan.

Company Valuation

Evaluation is a fundamental practice at different stages of the life of your business:

    It is essential in the following operations:

    • Transfer or acquisition;
    • Upon the entering of new partners, search for a strategic partner for an increase in capital;
    • But also during an (i) internal restructuring (contribution of securities or branch of activities) or (ii) estate restructuring within the framework of a transmission project (donation/sharing).
Our “Business Evaluation” department supports you in order to secure your operations (particularly from a tax point of view) and assists you in your financial simulation and modeling needs The valuation of a business is the estimation of its potential market or heritage value based on objective criteria.

    Our teams implement multi-criteria approaches that integrate various evaluation methods that can be considered, based on a preliminary diagnosis:

    • Intrinsic methods: Net Asset Value (NAV), Value of Return, Discounted Cash Flow (DCF);
    • Combination of values: method based on use of the company’s legal and economic environment to form a reasoning or negotiation logic in case of a dispute with the tax administration;
    • Analogical methods: comparable financial or transaction variables.

Contribution and/or merger audit

Corporate executives often have to change the structure of their group by carrying out restructuring operations, be they securities or business lines contributions, mergers or demergers. In this framework, the appointment of a Commissaire aux Apports (investment auditor) and/or merger auditor is mandatory to protect shareholders and ensure the transaction compliance.

Through our support of numerous “bankruptcy” operations, we have acquired real expertise in these three types of legal missions. In most cases, and as a result of changes in business law, we may be appointed unanimously by the partners, without recourse to a commercial court.

Our mission is to assess the value of contributions and the specific benefits stipulated, and to express an opinion on the fairness of the proposed exchange ratio.

Our role consists of:

    • Coordinating the different parties involved (executives, financial managers, auditors, lawyers, etc.);
    • Analysing in depth the context of the transaction and terms considered by the parties;
    • Carrying out a multi-criteria valuation approach and using best practices in valuation;
    • Verifying that the value of the good contributed is superior or equal to the value of securities issued in return.

CONSOLIDATION

    Beyond the legal obligation, establishing consolidated accounts makes it possible to increase the value of a group, but also to define a strategic orientation.

    Our Consolidation Department assists you in preparing your consolidated accounts:

    • According to the legal or personal framework,
    • According to the standard adapted to your obligations (French standards or IFRS),
    • In the technical implementation of your internal consolidation process:
      • • in managing or supporting your teams;
        • in optimising your processes and deadlines;
        • in handling your complex transactions;
        • in the interpretation of a new standard.
    • In complete production outsourcing:
      • • by intervening remotely via secure access to your consolidation software or ours;
        • by carrying out your periodic consolidations.

REPORTING

    We support you by providing you with the tools necessary for the operational management of your company. We provide you with all the analyses that will allow you to define your strategy as best as possible:

    • By preparing the annual budget,
    • By setting up a results and cash flow forecast,
    • By comparing monthly or quarterly results with (i) the previous year, (ii) the budget, (iii) the forecast, in terms of the profit and loss statement and cash flow;
    • By determining with you key management indicators, and by monitoring them via periodic performance indicators.

    If you have a subsidiary in France, we can assist you in the accounting and tax management of this company and help you monitor its activity remotely:

    • By managing your subsidiary’s accounts;
    • By reporting to you each month or quarter all the financial information you require.

NAÏM STEINMETZ & ASSOCIÉS,
SOLID EXPERTISE
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