UK Distributor Acquisition

UK Distributor Acquisition 394 273 ASPIRO

Narrative description of the supervised Project:

ESET, spol. s r.o. is one of the global leaders in the antivirus software market. The Bratislava-based company, with its offices in Prague, Czech Rep., USA, Argentina and Australia is represented in more than 180 countries around the world. ESET has been one of the fastest growing technology companies in the EMEA region according to Deloitte Technology Fast 500.

Given strategic importance of the UK market, ESET agreed with its UK distribution partner on full company takeover and thus expanding ESET network of own offices also to UK.
Aspiro, together with another advisory company were asked to support overall acquisition process, starting with initial valuation of the target company as an input for ESET management consideration.

Following management decision to proceed with acquisition Aspiro continued its support with shaping the take-over terms and together with ESET team managed the overall acquisition process involving legal and tax & accounting due diligence, negotiation of acquisition terms as well as oversight over transaction documentation preparation.

Upon successful negotiation the target company was acquired in February 2016.

Description of actual services provided by the staff within the assignment:

During the overall 12-month engagement Aspiro together with 3rd party advisory company and legal experts performed the following:

  • Prepared valuation of target company based on several scenarios using applicable valuation methodologies and analysis of transaction structures. Based on ESET’s preferences with regards to transaction structure, valuation ranges best reflecting the target company value in respect to ESET business were prepared as input for ESET management
  • Helped ESET team to define scope of legal as well as tax & accounting due diligence activities
  • Working closely with client team reviewed the outcomes of due diligence and based on those proposed amendments to the negotiation process with the sellers
  • Reviewed and revised the legal documentation (such as Share Purchase Agreement, Disclosure Letter) in co-ordination with ESET legal department and external legal advisors
  • Provided support for overall end-to-end management of acquisition process of all involved parties, including other external experts
  • With ESET team worked on a transition task list helping ESET to smoothly take-over the target company and integrate it into ESET structures
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