The transaction advisory experts at NORASIA CONSULTING & ADVISORY Consulting — senior partners and dedicated teams with specific industry expertise — offer a forward-looking perspective and track record of success across the entire transaction life cycle. Whether representing buyers, sellers or lenders, we offer comprehensive due diligence advice and hands-on support in evaluating opportunities across the risk/return spectrum. As part of a global consulting firm known for success in high-profile, high-stakes transactions, we help our clients maximize value and minimize risk.

Our Service Offerings

• Buyer Services
• Seller Services
• Tax Services
• Information Technology Due Diligence
• Carve-Outs
• Merger & Acquisition Integration Services
• Purchase Price Dispute Services
• Transition Service Agreements (TSA)

Buyer Services

The buyer services team at NORASIA CONSULTING & ADVISORY Consulting supports the client in every aspect of the buying process.  Our experts perform comprehensive due diligence, including quality of earnings, working capital requirements, net asset analyses, synergy analysis and evaluation of projections.  We help assess key value drivers and risk factors.  We also counsel clients on the most advantageous tax and accounting structures and oversee the contract and valuation processes.

Seller Services

We support clients on the seller side to help them manage the sales process, increase the probability of a successful sale and realize maximum value at the time of the transaction. The team does this by:

• Providing vendor due diligence to reduce risk and make the sale process more efficient
• Evaluating businesses or entities for sale, including quality of earnings, balance sheet and working capital requirements and risks associated with the company’s forecast
• Identifying value enhances and value issues
• Negotiating with buyers on the client’s behalf
• Preparing offering memorandum
• Managing the due diligence process
• Identifying critical support functions and structuring
• Transition Service Agreements (TSAs)

Tax Services

The tax services team develops strategic solutions to clients’ tax issues arising from acquisitions, sales and restructurings and advises on all matters of compliance.  This helps clients realize the maximum tax advantages from their transactions. Click here for more information.

Information Technology Due Diligence

We provide an assessment of critical information technology systems in light of the overall contemplated transaction with a focus on ERP systems and platform, communications and local/wide area networking, security, benchmark performance data, licensing, mobile technology, migration options from license/maintenance to cloud based solutions, operating costs and budgets, organizational design, etc., and how these elements may impact the recurring cash flows of an organization in terms of EBITDA, working capital, CAPEX and human capital. Our professionals have experience both within the deal environment and specific industries, and have served as Chief Information Officers (CIO) that can offer an independent assessment of the technology within targeted companies (both buy and sell side assignments), and provide value-add insights in how to maximize resources and minimize IT spend, together with the proper planning for carve-outs, merger integrations and standing up organizations as stand-alone entities.

Carve-Outs

In a carve-out situation, NORASIA CONSULTING & ADVISORY will evaluate strategic goals and financial alternatives; perform either the sell-side or buy–side due diligence (commercial, financial, tax, information technology, transition services agreements and structuring reviews); understand value issues and develop a detailed plan to capture value creation with a focus on performance efficiencies. We will also assist in preparation of carve-out financial statements and formulation and distribution of offering memorandum and presentations; oversee bid process, data room setup and management follow-up; and evaluate offers and assist in negotiations and board transaction approval.

Merger & Acquisition Integration Services

To realize the full value of a merger, NORASIA CONSULTING & ADVISORY Consulting works with client executive management to assess the feasibility of integration project plans, benchmarks and timetables.  We specialize in keeping the integration on schedule and evaluating the functions of both entities to determine best practices. Click here for more information.

Purchase Price Dispute Services

Our experts assess whether generally accepted accounting principles have been consistently applied and determine the accuracy of financial statements.  We partner with attorneys and clients to negotiate favorable settlements and resolve earn-outs.  We also act as independent arbitrator for disputes related to earn-outs and working capital adjustments.

Transition Service Agreements (TSA)

NORASIA CONSULTING & ADVISORY provides guidance to develop, define and manage the Transition Service Agreements (TSA) relating to the carve-out of entities in a transactional setting, both on the Buy-side and Sell-side. Our experience and industry insights allow us to define the service level and performance metrics, economics, and migration onto a stand-alone platform. Typical areas relating to TSA include back office functions such as accounting, human resources, risk management, information technology (ERP solutions), forecast and FP&A functions, etc.; and also the operational support functions such as supply chain/procurement, sales & marketing, production, logistics, bundling of services with parent, etc.