M&A and Capital Raising Advisory

We offer a comprehensive M&A process service and search for the best possible synergies

TMS experts have been providing consultancy services for mergers and acquisitions for more than 10 years and have participated in some major transactions in Vietnam. We monitor and provide advice throughout the M&A process or can merely be a part of your M&A story by providing a specific sub-service.

TMS experts will advise you about the type of financing that would be most favorable for you, either debt or equity financing, and help you obtain it. Every company needs a reliable source of financing in order to further expand its business growth. We manage the process of financing, refinancing, and support in the preparation of documentation. We will lead you through the entire process of financing, from the first step of analysis of the current structure of financing, risk assessment, approach sources of capital, and negotiations all the way to the achievement of the best possible terms and conditions of financing. We offer you:

• Debt financing
• Equity financing

Our M&A advisory team helps enable strategic growth through better integrated and operationalized mergers and acquisitions, JVs and alliances. In a fast-paced M&A market, we help companies move quickly to refine their growth strategy, perform deal sourcing, conduct diligence and valuation and achieve greater synergies during M&A integration.

M&A advisory: Buy and integrate

Our M&A advisory team helps enable strategic growth through better integrated and operationalized mergers and acquisitions, JVs and alliances. In a fast-paced M&A market, we help companies move quickly to refine their growth strategy, perform deal sourcing, conduct diligence and valuation and achieve greater synergies during M&A integration.

We conduct diligence to help you answer questions about the value drivers of your deal. Our clients include large cap and middle market organizations, as well as private equity funds.

Commercial Due Dilligence:

• What is the strategic rationale for this deal and what makes this target attractive?
• What incremental markets, customers or sales channels will be created or accessed by this acquisition?
• How does this transaction enhance our brand or market position?

Financial Due Diligence

• Do historical reported results accurately reflect run-rate profitability? Do you have the right data to support your forecast?
• What factors, if any, will affect the purchase price?
• What balance sheet and off–balance sheet exposures concern us most?
• How could accounting issues materially affect reported results or disclosures after closing?

Valuation, modeling, and economics

• Is the purchase consideration complicated?
• Is the board protected through an outside opinion of value?
• Are the impacts of opening balance sheet valuation adjustments clearly understood?
• Will tax structuring require a thoughtful understanding of value to achieve maximum efficiency?

Operations and Synergies

• What is the source of synergies and how are they quantified?
• What are the key Day One and post–Day One operating risks and priorities?
• What synergies are available (revenue, cost, tax, balance sheet, etc.)?
• Are appropriate plans in place to implement and capture synergies?

Transaction Tax

• Do we have a tax-efficient structure to deliver the commercial objectives and investment basis of the transaction?
• Is there a globally coordinated approach for tax risk and controversy?
• Have we considered the tax implications as digital technology changes business strategies, models and supply chains?