AREAS OF 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.
- 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 an expansion, 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;
Our main missions, as part of a transfer, are as follows:
We intervene in “Small and Mid Cap” transaction for different foreign investment funds, Family Offices and industrial companies.
Company Restructuring
“Restructuring”
Company Evaluation
Evaluation is a fundamental practice at different stages of the life of your business:
- 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).
It is essential in the following operations:
- 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.
Our teams implement multi-criteria approaches that integrate various evaluation methods that can be considered, based on a preliminary diagnosis:
Investment Auditor
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
REPORTING
- 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.
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 managing your subsidiary’s accounts;
- By reporting to you each month or quarter all the financial information you require.
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:
INITIAL COIN OFFER (ICO)
In the era of blockchain and bitcoin, the firm created an ICO department in early 2018 to assist you in your ICO project. Our goal is to guide you through all the regulatory, financial and legal issues in this type of transaction.
What is an ICO?
An ICO (Initial Coin Offering) is a fundraising method (crowdfunding) that operates via the issuance of “Tokens” during a project’s launch phase. These “Tokens” will be exchangeable post ICO on exchange platforms, at a price depending on supply and demand. They can also be used during the project itself.
What support?
We will assist you throughout your ICO:
- Pre ICO, by helping you define the project's financial needs, thus the “soft cap”, in development of the “White Paper” (on the forecasting financial portion in particular), in negotiations with the funds or VC in the case of a presale;
- Post ICO, (i) in the preparation of quarterly accounting situations to inform the Market of the project’s progress, (ii) in the preparation of cash flow tables.
NAÏM STEINMETZ & ASSOCIÉS
SOLID EXPERTISE
TAILORED
NAÏM STEINMETZ & ASSOCIÉS
PERMANENTLY SEEKS
NEW TALENT
