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Arkios Italy is an M&A Independent Advisor boutique specialised in providing M&A advisory services, strategy consultancy and raising capital to middle-size companies With distinctive competencies in corporate finance and strategic consultancy Partner of Arkios Ltd. network, member of the London Stock Exchange and regulated by the Financial Services Authority
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Arkios Where Finance meets Corporate Strategy
Milan, London, Beijing, Dubai
Stockholm, Berlin, Zurich, Madrid, Mumbai, Houston, Tel Aviv, Singapore, Melbourne
Industry Focused, Trusted & Independent
Arkios Italy is an M&A Independent Advisor boutique specialised in
providing M&A advisory services, strategy consultancy and raising capital to middle-size companies With distinctive competencies in corporate finance and strategic
consultancy
Partner of Arkios Ltd. network, member of the London Stock
Exchange and regulated by the Financial Services Authority
Arkios Italy
Table of Contents
5. Why an Advisor – His Role
2. Track Record
3. About Us
1. Arkios Italy
4. Management Team
1. Arkios Italy
Arkios Italy
1. Arkios Italy
Arkios Italy is an
Independent Advisory
Firm specialized in
providing Consultancy
services for M&A
operations
Born to support Italian
Small and Medium
(SME) size companies
for seeking investors
and raising equity
capital.
Strongly focused on
the ‘industrial’ aspects
of the deal and with
high knowledge of
Financial strategy
Arkios Italy is part of the Network of Arkios Ltd, a Member of the London Stock Exchange
Arkios Italy is an Independent Advisory Firm and Management Consulting Boutique, specialized in
providing M&A Advisory services, strategy consultancy and Raising Capital to Medium-Size companies.
Arkios Italy works as Advisor both on the “Buy-side” and the “Sell-side”.
Arkios Italy acts as ‘preferred’ and with long term relationships with the main P.E. Funds operating with
small and medium enterprises, both Italian and International.
Our focus is to give full corporate advice to small and medium enterprises, listed and not listed, developing
strategies to get the most value from deals.
Our Partners has a consolidated know-how in M&A deals, Corporate Finance, raising of equity capital,
extraordinary financial operations and strategic consultancy, other than in administration and legal
assistance.
Arkios Italy works in collaboration with Professors of Milan Polytechnic University, and MIP (Milan
Polytechnic School of Management).
Arkios Italy is part of the Network which includes 13 branches and partners in: Italy, UK, China, Emirates,
Germany, Sweden, Switzerland, United States, India, Israel, Australia , Singapore
Arkios Italy
1. Arkios Italy Our Offices
Arkios can boast a strong international presence, with a network of offices in 13 countries, in Europe, Asia and America.
• Milan
• London
• Beijing
• Dubai
• Stockholm
• Berlin
• Madrid
• Mumbai
• Houston
• Tel Aviv
• Singapore
• Melbourne
• Zurich
Milan
Houston Beijing
London
Zurich
Tel Aviv
Berlin
Stockholm
Melbourne
Singapore
Dubai
Madrid
Mumbai
Arkios Italy
1. Arkios Italy M&A: focus on the ‘industrial & Business’ value of the Customer
Arkios Italy pays a
great attention to
the industrial value
and uniqueness of
their Costumers.
Arkios Italy
understands,
creates, shows and
communicates to
selected investors
the structure of the
Operation in order
to maximize the
value: for the
company and the
entrepreneur.
• Full assistance & structuring of M&A Deals: Research of Investors, Buyers, JVs
o research and selection of Financial Investors (Private Equity Funds, Investment Holding) and Industrial Investors (Industrial players with synergies, Multinationals, etc.)
• Development of strategy in seeking Investors for Acquisition of Target.
o Development – together with Customers- of an effective and real strategy of M&A. Definition of how to maximize the enterprise value and how to structure of the operation, focusing on an adequate M&A strategy.
• Identification, Presentation to Investors/Acquirers and Targets – Company Valuation
• Business Due Diligence (Sell Side and/or Buy Side) and Business Plan development
o Creation and prearrangement of all the information which are necessary to support the deal o Economic, Financial, Strategic analysis, with market positioning analysis and a sound business plan definition o Identification of the Investment Rationales and strengths & weaknesses of the operation
• Support to the Negotiation, Accounting Due Diligence, Legal Support, Tax Planning
o Constant support during the whole negotiation process by coordinating with the external due diligence. Legal, Fiscal, Administrative consultants are coordinating among them.
• Bond & MiniBond Issue: Preparation, Information Memorandum, Choose of Issuer, Evaluation
• Debt Restructuring: Management of Financial Crisis phases, integration of a M&A strategy with the
Bankruptcy. Strategy definition, which complements the research of an Investor with the management of a bankruptcy proceeding
Arkios Italy
As reported by 1st Quarter 2014 Report of Thomson Reuters, Arkios Italy, after 4 accomplished transactions in the First Half of 2014 is ranked 12° in the National Ranking, in the segment of M&A for Mid-Market (Deal up to a value of $ 500 Mio) Arkios Italy is ahead of prestigious names in the National and International M&A Sector, such as Morgan Stanley (3 deals), Nomura (2), Merrill Lynch, UBS, Blackstone Group, as well Vitale & Associati (1), and many others…
1. Arkios Italy: The First Italian Independent*
M&A Advisor, according to Thomson-Reuters
* Independent Advisor: Advisor neither part of Banking Groups and/or Auditing Groups
Arkios Italy
1. News and Media Tells About Us…
Borsa Italiana - ASO
Giornale di Brescia - ASO Borsa Italiana – ASO Sole24Ore – ASO Finanza & Diritto – Video intervista a Paolo Cirani
Giornale di Brescia - ASO Il Piccolo – SM Farmaceutici Reggionline – Medici Ermete Gazzetta di Reggio – Medici Ermete
Arkios Italy
1. Track Record Arkios Italy Latest Accomplished Transactions
Feb-2013 Nov-2012
Jul-2012 Dec-2011 Oct-2011 Sept-2011 Sept-2011 Mar-2011
Jun-2014
Nov-2009 Jul-2009
Feb-2013 Jul-2013 Apr-2014 Mar-2014 Apr-2014
2. Track Record
Arkios Italy
2. Track Record Arkios Italy Latest Accomplished Transactions
Feb-2013 Nov-2012
Jul-2012 Dec-2011 Oct-2011 Sept-2011 Sept-2011 Mar-2011
Jun-2014
Nov-2009 Jul-2009
Feb-2013 Jul-2013 Apr-2014 Mar-2014 Apr-2014
Arkios Italy
2. Track Record Arkios Italy
SM Farmaceutici sold 100% of the Trieste Business Unit to Ukrainian investors, related to Yuria Pharm
Pharmaceutical Group
Arkios Advisor of SM Farmeceutici
ASO Siderurgica acquired 100% di Cromsteel Industries, leader player of
Chrome Bars for hydraulic industry
Arkios Business Advisor of ASO
CEVICO Group (Rev. € 150 Mio) acquired 49% stake in Medici Ermete, Winery leader in the production of top-
quality Lambrusco Wine
Arkios Advisor of Medici Ermete
the Chinese Multinational Target Lighting acquires Fama srl, producer of components for furniture
Arkios Advisor of Target Lighting
Arkios Italy
2. Track Record Arkios Italy
Eurasia – leader in the distribution of accessories for auto/kids
In procedure of Debt Restructuring
Arkios as Advisor for Debt Restructuring
Everlight - Multinational in the Lighting sector - acquired 100% of Ghidini
Lighiting, in the outdoor lighting sector
Arkios Advisor for the Buyer
Greenfluff – treatment, conditioning, recovery and disposal of fluff
Arkios as Advisor for Debt Restructuring
LBO Italia signed a Capital Increase in Doctor Dentist, a Retail Chain of Dental
Clinical Centers
Arkios as Advisor of Doctor Dentist
Arkios Italy
2. Track Record Arkios Italy
100% sale of Animal – ID, a business branch of Demaplast, to the Swiss
multinational Datamars S.A.
Arkios Advisor of Demaplast S.r.l.
Palladio Finanziaria has underwritten a Capital increase in the Group, player in
the Management of Penny Arcades
Arkios as Advisor of Real Games
Wipak Group, Division of the Wihuri Oy Group (Rev. 2011 = €1.7 bln)
acquired 100% of Bordi, player in the Pre-Formed Flexible Packaging Arkios Advisor of Bordi S.r.l.
Everlight - Multinational in the Lighting sector - acquired 100% of Lucitalia,
historic Decorative lighting company
Arkios Advisor of the Buyer
Arkios Italy
2. Track Record Arkios Italy
Sale of 70% (30% later) of Grattarola to a Private Investor
Arkios as Advisor of Grattarola S.p.A.
Equilybra Capital Partner has acquired 20% in PSM - Advertising – New Media
(2010 = €12 M) with investment of € 4 M. 1 sui Motori is today listed on AIM
Arkios as Advisor of 1st SuiMotori S.p.A
Quadrivio underwrote a Capital increase for the development in Bimbo Store, a
Retail Chain specialised in Early Childhood
Arkios as Advisor of BimboStore
JV between CAP Divisione Servizi Infrastrutturali and VAR Group
through cross participation of 5%
Arkios as Advisor of CAP
Arkios Italy
2. Track Record Arkios Italy
Arkios Advisor to the Buyer
100% acquisition of the specialized Publishing House Dirittoitalia.it
Arkios as Advisor for the Buyer
Capital Increase for the development by a group of investors in Boatyard Blu Martin
Arkios as Advisor for the parties
Acquisition of Petroli Rizzi Petroli company and coast deposits in Boffalora and Pisa by Goil
Arkios a Advisor to the Buyer
Arkios Italy
Seller Buyer Deal
IPO,Value = € 1 Bln. Business Due
Diligence. Partner: Mediobanca
and Lazard
Acquisition of 100% of Domino
Research
Acquisition 100% DWI
Rise of capital:
Financial Advisor and Sponsor
Rise of capital:
Financial Advisor and Sponsor
Rise of capital:
Financial Advisor and Sponsor
Seller Buyer Deal
IPO: Financial advisor and
Sponsor
IPO: Financial advisor and
Sponsor
IPO: Financial advisor
IPO: Global Coordinator and
Sponsor
Seller Buyer Deal
Rise of capital:
Financial Advisor and Sponsor
Rise of capital:
Financial Advisor and Sponsor
Acquisition 100% of PharmaSoft
Acquisition 100% of Finanza &
Gestione
IPO: Global Coordinator and
Listing Partner
Seller Buyer Deal
Seat PG. Acquires 100% of
Consodata through OPA
Value of Deal = € 450 Mln
Auction sale for buying 100%.
Equity capital worth € 130 Mln
Hal Investments -> Audionova
Group
Value of Deal = € 18 Mln
Invest Industrial acquires 80% of
Castaldi Illuminazione. Value of
Deal = € 18 Mln
Consodata acquires 100%
Pubblibaby SpA from shareholders
Auction sale for 100% of Buffetti
Group. Offer = € 73
Mln
2. Track Record Management Team Arkios Italy
Arkios Partners have a consolidated experience in M&A and financial operations.
They have assisted and closed Large Deals either for small and medium size enterprises or for Top Groups which are listed on the Stock Exchange.
We are characterized for our particular attention to the industrial value of (financial) operations, a strong human relationships and the deep understanding of the strategic goals of the firm and Customers’ needs.
3. About Us
Arkios Italy
As reported by 1st Quarter 2014 Report of Thomson Reuters, Arkios Italy, after 4 accomplished transactions in the First Half of 2014 is ranked 12° in the National Ranking, in the segment of M&A for Mid-Market (Deal up to a value of $ 500 Mio) Arkios Italy is ahead of prestigious names in the National and International M&A Sector, such as Morgan Stanley (3 deals), Nomura (2), Merrill Lynch, UBS, Blackstone, Group,
Vitale & Associati (1), and many others.
3. About Us…. According to Thomson-Reuters, Arkios Italy is the First Italian
Independent* M&A Advisor,
* Independent Advisor: Advisor neither part of Banking Groups and/or Auditing Groups
Arkios Italy
3. About Us…
Borsa Italiana - ASO
Giornale di Brescia - ASO Borsa Italiana – ASO Sole24Ore – ASO Finanza & Diritto – Video intervista a Paolo Cirani
Giornale di Brescia - ASO Il Piccolo – SM Farmaceutici Reggionline – Medici Ermete Gazzetta di Reggio – Medici Ermete
Arkios Italy
3. About Us…
Sole24ore - Bimbo Store MF - Bimbo Store
Corriere Sera - Bimbo Store Libero- Bimbo Store Il Mondo - Bimbo Store
Sole24Ore Finanza & Diritto - Bimbo Store Comunicato Stampa – Doctor Dentist
Arkios Italy
La Libertà – Bordi/Wipak Finanza & Diritto – Bordi/Wipak La Libertà – Bordi/Wipak
European Plastic News –Bordi/Wipak Polimerica –Bordi/Wipak Packaging Europe–Bordi/Wipak Wipak – Press Release
3. About Us…
Arkios Italy
La Libertà- Demaplast Press Release - Demaplast Finanza & Diritto - Demaplast Demaplast Giornale di Lecco - Grattarola
Milano Finanza Giornale di Brescia - Ghidini Finanza & Diritto – Lucitalia Finanza & Diritto – CAP-Var Group
3. About Us…
4. Management Team
Arkios Italy
4. The Team
TEAM ARKIOS ITALY
• Paolo Pescetto – President
• Paolo Cirani – CEO
• Alberto Della Ricca – Partner
• Andrea Orsi – Relationship Manager
• Andrea Rossotti – CFO & Manager
• Piero Biglione – Principal (Torin Office)
• Jean Wang – Partner (Beijing Office)
• Federico Scaravelli – Manager
• Hong Hong – Analyst
• Panayiotis Hadjiandrea - Principal
• Giorgio Trevisan – Customer Developer
• Manlio Pallo – Customer Developer
Arkios Italy
4. Management Team Paolo Pescetto
Paolo Pescetto
President & Founder
University Professor of Business Strategy at MIP (Milan Polytechnic School of Management) and Genoa University.
More than 15 years of experience in Strategy Consulting, mainly with The Boston Consulting Group
and with Value Partners (Italian spin-off of McKinsey), with a consolidated experience in Private Equity.
Assisted to several deals, acting on behalf of the major Italian and European Private equity Funds.
Among them the acquisition of MAC (value of the operation € 130 mln), Castaldi Illuminazione (€ 22
mln), Audionova (€ 18 mln).
Exclusive advisor for Evolution Investments S.p.A, a Milan based luxury holding with investments in
France and Italy.
Previously CEO of a medium size firm, he has been working along with Entrepreneurs, supporting them
during the most important strategic choices, from the research of investors/partners to the achievement
of complex corporate operations.
Paolo has a solid experience in corporate deals, and he deals with – for many SME – restructurings aimed
at searching investors and to maximise the enterprise value for the Owners.
Graduated in Business Economics at Bocconi University, he also works as Chartered Accountant and Auditor, being auditor at important enterprises.
Arkios Italy
4. Management Team Paolo Cirani
Paolo Cirani
C.E.O. & Founder
Paolo boasts more than 8 years of senior M&A experience as CEO and Founder of Arkios Italy, and
as Business Development & M&A in Seat Pagine Gialle Group (PG.MI), with the task of developing
and re-launching the Direct Marketing Division, dealt with the acquisition of the listed Consodata S.A.
(now belonging to the Acxiom Corporation: NASDAQ: ACXM – value of the operation € 450
million), and the acquisition of several other companies.
He assisted to several M&A operations, either within the Seat PG Group, or as Advisor of
several Private Equity Funds. This from acquisition, selection of targets, due diligence
management, until negotiation and conclusion of deals
Before these experiences Paolo had 10 years experience in Strategic Consulting (Gemini Consulting
and Ernst & Young), and he has subsequently covered relevant management roles in different
Groups, as Business Development manager.
He also covered the CEO role of a service company
He has been working along with entrepreneurs for years, supporting them during the most important
strategic choices, from the research of investors/partners to complex corporate operations. He is
particular mindful of Entrepreneurs’ needs and the ‘industrial value’ of the operations.
Business & Finance Degree, studied in Italy and in Netherlands
Arkios Italy
4. Management Team Alberto Della Ricca
Alberto Della Ricca
Partner
Alberto is Arkios Italy Partner since 2010 and Associate since 2011.
Previously he worked for 10 years at Interbanca, the Investment Bank of the Banca Antoveneta Group
(former ABN Amro), where he took part of many Corporate Finance operations, among which IPO of
Acegas (a multi-utility company in Trieste), Banca Antoveneta, Sorin (medical tecnologies) and
TerniEnergia (renewable energy), as well as operations of capital increase of some public companies:
Banca Antoveneta, Fin.part (luxury holding), Intek (financial holding), Snia (chemical sector) and
Tecnodiffusione (IT products)
In these years he has assisted several companies, like SicurGlobal (private vigilance), Retelit (TLC
operator) in particular attempting to acquire Metroweb (the optical fibre network in Milan, during the era
of AEM’ ownership), Valvitalia (oil&gas systems), LPE (microelectronics industry), Volare Group (airways
company) and Olidata (IT products).
He had some experiences at Banca Agricola Milanese (BPM Group), and Gestnord Intermediazione
SIM.
Alberto is graduated in Business Management at Bocconi University, with major in Corporate Finance.
Arkios Italy
4. Management Team Pier Francesco Biglione
Pier Francesco Biglione
Turin Office
Principal
Pier Francesco began his career in the Banking Industry (Unicredit Bank, formerly Banco di Roma), where, over the years, he has been trained for all the banking activities. Since 1998 held positions of product manager, manager for Corporate Customers and Branch Manager. After working in the Banking Industry, he covered the role of CEO in Rayonics International Italy, a company operating in the X-Ray machines for quality control in food sector, and in Leaf Investments Ltd, in the Private Equity Sector, and before he covered the role of Chief Financial Officer for several Italian and international companies. Since 2012, he practices in Corporate and finance Consulting, acting on behalf of International Companies on projects of Mergers & Acquisitions, Financial Restructuring, Turnarounds, Joint Ventures and in the context of some of these projects takes direct responsibilities as CEO or CFO (temporary manager). Over 20 years of experience in the Banking, Financial Sector and Manufacturing and knowledge of the cornerstones of business management allow him to give an added value to the consultancy where he used to work shoulder to shoulder with the board in situations often not simple or ordinary. He worked in UK, Ireland and India.
Arkios Italy
1.Management Team
Andrea Orsi
Andrea Rossotti
Andrea Orsi Relationship Manager
Graduated in Business Economics at Piacenza University, he has a long and attested experience as
Relationship Manager. He attended a Master in Business Administration at MIP and different courses with
AIFI.
Since 2009 he is the Relationship Manager of Arkios Italy, in coordinating a group of agent.
In 2011 he became an associate of Arkios Italy.
Graduated in Engineering & Management at Genova University, he attended M&A and Project Financing
Master at LUISS Guido Carli in Rome.
Advisor for the holding Evolution Investments SpA in the acquisition of Maitre Parfumeur et Gantier
Brand, as well as for the company Parfums et Sillages SA, of which he was also the General Manager.
He covered the CFO role at Italia-Mobile company of Resi Informatica Group, and CEO role of the
subsidiary Nomad Solutions, a start-up in the TLC sector.
Andrea has a consolidated competence in Financial Analysis, Business Analysis and Financial Modeling.
He boasts a significant experience in Italian SMEs, thanks to some experiences in corporate restructuring
and turnaround operations. In 2011 he became an associate of Arkios Italy.
Andrea Rossotti Manager
4. Management Team Andrea Orsi – Andrea Rossotti
Arkios Italy
4. Management Team Jean Wang
Jean Wang
Partner
Responsible for Asia-Pacific
Corporate Finance
Arkios Italy
Beijing Office
Jean has more than 15 years dedicated experience on M&A practices especially cross-border M&As
with strong track record, being both a Fortune 500 MNC in-house M&A professional as well as a Senior M&A
banker at BNP Paribas one of the most important International Investment Bank. Her hands-on M&A
positions of domestic consolidation and cross-border M&A have fully covered the whole chain of M&As from
strategy formulation, opportunities screen, execution and Post-Merger Integration as well post investment
management.
Meanwhile, with the integrated combination of an industrial M&A professional and a senior M&A banker,
Jean has developed solid industry knowledge and deep inside insights and key decision-making process on
different types of investors including POE, SOEs, and PEs etc. which greatly empowers her capability of
managing and coaching the investors’ expectation during the complicated cross-border M&As. She
especially excels in developing M&A transaction rationale, synergy models/valuations and PMI plan or
restructuring plan, cross-culture investor community communicating and transaction gap-bridging under
strict pressure and timeline, decisive and skillful in process management for complicated cross-border M&A
with results delivered.
She has especially developed notable record of being buy-side financial advisor, averagely one deal closed
one year in a few past years. She primarily focuses on industrials & chemicals sector, i.e. Industrial capital
machinery and equipment, Industrial precision engineered systems; Automotive and key components;
Cable & Electrics, Aerospace/Aviation; Crop protection, Fluorine chemical, Phosphate chemical etc.;
Pharmaceutical; And MNCs two-way M&A activities including divest and come-in-China etc.
Graduated in MBA at University of Saskatchewan, Canada and in B.A. of Science of Pharmacy, China
Pharmaceutical University, China.
Arkios Italy
4. Management Team Federico Scaravelli - Hong Hong – Sara Zappa - Panayiotis Hadjiandrea
Graduate in Management Engineering at Polytechnic Milan, he covers the role of Manager in
Financial and Business Analysis and Financial Modeling.
Graduate in Master of Science in Finance at Bocconi University, she covers the role of Analyst in
Financial and Business Analysis and Financial Modeling.
Born in China and Chinese speaking, she studied in Italy and Canada.
Federico Scaravelli
Manager
Hong Hong Analyst
Arkios Italy
4. Management Team Giorgio Trevisan - Manlio Pallo
Giorgio has been working for 25 years in Interbanca SpA, where he covered the role of Credit Analyst
and Business Unit manager. Thanks to this, he has gained precious experience in the creditworthiness
and the company risk valuation.
He has achieved excellent results in commercial terms, acquiring and consolidating brilliant relationship
with clients for whom he carries out a qualified activity of consultancy and development of instruments
proper for any need of a company. Therefore, he has consolidated constant relationship with
entrepreneurs and their CFOs, directors of credit institutions and accountants.
Giorgio Trevisan Customer developer
After various work experiences (co-owner of sales company, professional pilot) he worked in Allianz Bank first and then in Lloyd Adriatico as financial promoter.
He created a credit intermediation company by developing cooperation with bank groups, leasing and financial companies.
From 2012 he works in Arkios in order to develop customer relationships with SMEs in the provinces of Cuneo and Turin
Manlio Pallo Customer developer
Panayiotis, after 5 years in Auditing at KPMG, has gained a significant experience as Manager and CEO
of SMEs, like Vancini SpA, D&B Impianti (Gruppo DEMONT SpA), Grand Soleil, with a long experience
as expert of Management Audit, Valuation and Restructuring of Companies, Financial Controller, Auditing.
Panayiotis Hadjiandrea
Principal
5. Why an Advisor
Arkios Italy
5. Why an Advisor Why to open the capital to third parties
The company is a
complex, living and
in continuing
evolution reality.
When an
entrepreneur
decides to open the
capital to other
partners (industrial
or financial) a new
extraordinary
phase starts in its
life.
In order to grow in a well-balanced way
• To find a partner who supports the company in its growth process, to reach those goals that the entrepreneur alone would not be able to reach, or by appealing the banking system that is less and less supporting the growth.
• To improve the quality, by entering the capital market, in order to move to a next (and obliged) step of the company life.
• To organize the company, in pursuing growth and success in international markets, by making it more managerial, instead of fighting every day with credit institutions.
In order to face with more serenity an uncertain future, which will be even more uncertain
• In phases of “generation change” broadly speaking, when the Entrepreneur, in a world in continuing evolution – considers that it could be interesting in valuating synergies and Industrial partners as alternative to an uncertain future.
• In order to handle phases of undelayable financial crisis, entering in growing realities (international and not) which could relieve a company and personal situation without an exit otherwise. Creating more value of what the Entrepreneur has created until now.
Arkios Italy
5. Why an Advisor Unique competencies in the service of the Entrepreneur
Understanding motivations, defining the deal type, coherent with pursued purposes, identifying features of people proper to be investors, defining the way to involve the management in the project, identifying the suitable moment in which start/execute the deal, preparing all the necessary documentation in order to allow investors to examine the opportunity, prefiguring a correct scenario of expectations on market terms and conditions for the deal…
“Why should I address to an Advisor? Who knows better than me the sector in which I work? Does it make sense to spend money when you can do the same job by yourself, if anything addressing your own accountant or lawyer?”
Actually, specific and highly specialized and professional competencies are required, in
business analysis, technicalities of analysis and company valuation, negotiation abilities, and
interaction capability with competent counterparties as well, in addition to competencies in
terms of company management, law and taxations, as well as abilities of connection and
availability of a contact network at national and global level, in order to maximize the
opportunity in identifying possible counterparties interested in the deal.
The entire process is conducted by playing a close team play in which, together with the
Advisor, other different experts are involved, e.g. accountant, fiscal advisor, legal advisor,
experts in due diligence, etc. The Advisor must therefore be able to play the role of
director, coordinating all the resources.
…and much more.
Arkios Italy
CLIENT
5. Arkios Italy The Role and Support of an Advisor
NegotiationNegotiation
DocumentationDocumentation
Contacts with Counter-parts Contacts with Counter-parts
Management of ProcessManagement of Process
Control of timing and respect of the the entire process
Management of all the parts involved in the process (e.g. chartered accountant, lawyers, etc.)
Ongoing assistance at
every stage of the process
Ongoing assistance at
every stage of the process
Structuring of the Operation Structuring of the Operation
Price
Investment Contract
Shareholder agreements
Put&Call Options
Definition of best financial structure
for the Transaction
Preliminary Evaluation
“Value Driver” definition
Preliminary inquiry & Selection
of potential Investors
Management of the entire relationship with counter parts
Pre Due Diligence
Blind Profile, Teaser
Information memorandum
Preparation to Due Diligence
Management presentation
Press release
Arkios
Arkios Italy
5. The process (1/3) From the preparation of documents to the preliminary interests
c.a. 60-50% of them reply that they could be interested and request more information
Documents preparation
• Meetings with Shareholders/Management in order to know: 1. Company; 2. Market; 3. Positioning; 4. Economic/Financial Situation; 5. Key Investment
• Blind Profile (short document which shows Company/Market/Positioning of the Target Company and the Investment Rationale
• Preparation of Investor List (Analysis of market, competitors, discussion with Shareholders -> around 30 Industrial Players, around 5/7 Funds)
• Sending Blind Profile to Investors -> Contacts/Mails/Calls with possible investors for preliminary poll
Contacts with possible Investors
• Request of NDA to Investors (Confidentiality of data) & Acceptance of NDA
• Sending of Teaser (more detailed document with more relevant information) Preliminary interests
Arkios Italy
5. The process (2/3) From the preliminary interests to the acceptance of one or more Letters of Intent
Interest Confirmation (c.a. 60-50%)
Request of LOI • LOI (Letter of Intent) -> at the END, ADVISOR REQUESTS THE LOI, which
confirms what is stated/written between Investor-Advisor-Entrepreneur in a document (pre-contract)
• BUSINESS DUE DILIGENCE:
• Investor starts full analysis on Target – Advisor answers to all his requests
• Sector/Market Analysis • Company Analysis: positioning, Economic/Financial Data, Strengthness/weaknesses
• Competition Analysis • Business Plan: adequacy, sensitivity analysis, projections, basic hypotheses, etc..
• Others…
• Several meetings between Potential Investor and Entrepreneur
• NEGOTIATION Advisor starts indicating to Investor the perimeter of the Deal (valuation, control, etc… ) and “negotiating”
Business Due
Diligence
manifestazioni di interesse
Preliminary interest
• Request of NDA to Investors (Confidentiality of data) & Acceptance of NDA
• Sending of Teaser (more detailed document with more information)
Arkios Italy
5. The Process (3/3) From the choice of the Investor to the contracts signing
LOI acceptance • Advisor (and Entrepreneur) receive the LOI (usually at least 3)
• Valuation, Operation Structuring, Timing, Governance, etc. [«preliminary»]
• Advisor and Entrepreneur value all pros and cons of each LOI
Choice of Investor • LOI ADJUSTMENT = NEGOTIATION!!
• In function of several parameters Entrepreneur accepts a LOI and an exclusivity period
• DUE DILIGENCE Accounting/Fiscal/Legal by the Investor
1. Arkios Italy handles all the Due Diligence procedure, (24h/24, with stable presence of an expert Senior Analyst in order to “counterbalance” the auditors
2. Coordinates and gather all documentation • Questions to the Entrepreneur’s consultants (Accountant; Fiscal expert, Lawyer)
3. Data Room management: No accounting/fiscal/legal document is delivered before to be controlled by Arkios!
4. End Due Diligence: possible NEGOTIATION on different elements
Due Diligence
• Support of Advisor in the writing of contracts (agreements, SPA, shareholders agreements, Financing contracts, warranties and mechanisms, etc…)
• TRANSACTION CLOSING
Writing of contracts
Arkios Italy
Contacts
Arkios Italy
For Further Information:
Paolo Pescetto President + 39-334.66.54.116 [email protected] www.arkios.it www.arkios.co.uk
Paolo Cirani C.E.O. + 39-335.68.40.737 [email protected] www.arkios.it www.arkios.co.uk
Alberto Della Ricca Partner + 39-347.22.03.181 [email protected] www.arkios.it www.arkios.co.uk
Andrea Orsi Partner- Relationship Manager + 39-338.35.62.005 [email protected] www.arkios.it www.arkios.co.uk