M & A (mergers and acquisitions)

Successful companies tend to expand and sooner or later they may require acquisition transaction. M&A transaction may be carried out either through reorganization procedure (such as merger, amalgamation, separation, spin-off etc.) or through share or assets deals. In certain cases it could be a joint venture between Ukrainian and foreign investors. It should be noted that the choice of the transaction type always depends on the seller's goals and a number of other factors. For example, if a company has a large amount of debts and the aim of the deal is purchasing real estate owned by the company, the best solution for the buyer will be the asset deal.

Thus, M&A transaction may optimize paying taxes, expand existing business, improve management, increase production, etc.

Our leading M&A lawyers have extensive experience in acting for both international and domestic clients across a broad range of industries. Law firm Profit-Consul serves both buyers and sellers with in-depth strategic analysis, developing creative M&A deal structures and negotiating complex transaction terms.

Based on point of views of experienced professionals of Profit-Consul majority of M&A deals include the following stages:

• Identification of the target and negotiations of broad terms of the deal followed by an exchange of letter of intent. Be aware that to ensure the liability for unjustified withdrawal from negotiations, in Ukraine it is advisable to enter into a preliminary agreement. It will bind the parties to conclude Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA) within certain terms and conditions generally outlined by the preliminary agreement;
• Due diligence examination of the target;
• Negotiating and drafting proper agreements;
• Securing necessary third party consents and government permits or licenses;
• Closing (finalization) of the transaction.

As a rule, Ukrainian M&A deals are regulated by the Civil Code of Ukraine and the Commercial Code of Ukraine.

M&A experience of Law firm Profit-Consul includes:

• Performing Due Diligence of M&A target;
• Drafting Letter of Intent (Heads of Agreement);
• Drafting Principal Agreement (Share Purchase Agreement or Asset Purchase Agreement);
• Working on real estate issues aspects of M&A projects;
• Coordinating with custodians and banks;
• Obtaining antimonopoly clearance for concentration prior to executing the deal;
• Dealing with pending disputes;
• Obtaining the necessary regulatory approvals and licenses;
• State registration of proper amendments to the constructional documents;
• Transfer of licenses, rights and titles and etc.

At every step of M&A transaction, we are focused on making the deal happen and keeping the process moving forward. Our leading M&A lawyers work proactively with every party to ensure the deal meets all of your acquisition, growth and realization objectives. M&A team of Profit-Consul provide tailored advice and representation for each situation.