M&A transactions

Mergers & acquisitions is one of REVERA’s key practices. we are proud of our experience in M&A and our involvement in most significant transactions in the history of modern Belarus. 

A list of our services under a particular project is subject to transaction scope and the party we are going to represent. 

Supporting M&A transaction on the part of seller

1. Group restructuring for the purpose of transaction 2. Vendor Due Diligence 3. Term sheet 4. Legal Opinion 5. Step plan 6. Implementing the plan 7. Document execution and closing

Group restructuring for the purpose of transaction

This stage aims at streamlining the prospective transaction and optimising tax liabilities.

Vendor Due Diligence

At this stage our lawyers will carry out a Due Diligence for the company to be sold and elaborate recommendations on error control. A report valuing  the target will be furnished to the prospective buyer.

Term sheet

This stage has several specification levels, subject to peculiarities involved:

  1. Letter of intent;
  2. Memorandum of understanding;
  3. Term sheet – agreement on basic terms of transaction.

Legal Opinion

This stage involves tax analysis and results in a report on tax costs to be incurred.

Step plan

Preparing a step-by-step transaction implementation plan.
 

Implementing the plan

At this stage our lawyers will elaborate all documents required for the transaction: 

  1. Purchase agreement;
  2. Shareholder agreement;
  3. Option agreements;
  4. Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
  5. Supporting documents: corporate resolutions and protocols;
  6. Disclosure  Letter. By means of this document the seller warrants that no tax liabilities are violated and there are no arrears.

Document execution and closing

Champagne!

Supporting M&A transaction on the part of buyer

1. Term sheet 2. Due Diligence 3. Legal Opinion 4. Step plan 5 Implementing the plan 6. Document execution and closing

Term sheet

This stage has several specification levels, subject to peculiarities involved:

  1. Letter of intent;
  2. Memorandum of understanding;
  3. Term sheet – agreement on basic terms of transaction.

Due Diligence

This stage indicates to the buyer what exactly what they are  buying and the  potential risks involved.

 

Legal Opinion

At this stage our lawyers carry out legal and tax analysis resulting in a report on the feasibility of the expected transaction structure, possible problem points, prospective tax expenses and other peculiarities.

Step plan

Preparing a step-by-step transaction implementation plan.

Implementing the plan
 

At this stage our lawyers will elaborate all documents required for the transaction: 

  1. Purchase agreement;
  2. Shareholder agreement;
  3. Option agreements;
  4. Non-compete agreement, non-solicitation agreement and non-disclosure agreement;
  5. Supporting documents: corporate resolutions and protocols;
  6. Disclosure  Letter. By means of this document the seller  warrants that no tax liabilities are violated and there are no arrears.
     

Document execution and closing
 

Champagne!
 

Strong practice with solid corporate restructuring expertise. Also strong corporate, M&A and competition advice.

Chambers Europe

Projects

Supporting a project on EBRD's and Zubr Capital's investment in the business of a major Belarusian cosmetics and household goods distributor.

Our team supported a complex multiple-staged project involving EBRD’s and Zubr Capital’s investment into the business of a major Belarusian distributor of cosmetics and household goods. We provided group restructuring for the purpose of the deal, prepared the term-sheet and all transaction documents, participated in negotiations, full support and closing of the deal, post-closing consulting.

21vek – Zubr Capital

Supporting a major Belarusian transaction for investment into e-commerce between 21vek.by online-hypermarket and Zubr Capital fund.

Assisting А100 in an M&A transaction

Our associates carried out a comprehensive survey to assess risks of a prospective M&A transaction to purchase the ModusPark company. On behalf of the client, one of the biggest Belarusian private companies, our associates carried out comprehensive Legal Due Diligence, Financial Due Diligence, and prepared an SPA agreement.

M&A transaction between Gett and Juno

REVERA’s team participated in the seminal transaction between the taxi services, Juno and Gett. In particular, we carried out a Vendor Due Diligence and provided comprehensive support for the transaction.

Buslik - CDRL

Full support of the transaction of sale the controlling block of shares of the Buslik retail chain (first and one of the major Belarusian chains of children goods) to the Polish CDRL company. REVERA represented a private individual (majority shareholder) from sellers' side.

Zubr Capital - MyFin

Supporting an investment transaction in the sphere of electronic media between Zubr Capital fund and MyFin media holding.