Corporate Finance

For us, corporate finance is the philosophy of numbers, and around this concept we have developed a working approach in which numbers must become the cornerstone of every decision within a company to ensure the successful implementation of its strategy.

Our services are designed to meet needs and objectives such as:

Understanding the value of your company, including through comparative analysis

Conducting analyses to support acquisition and/or listing processes

Reviewing a company’s debt structure in light of future prospects

Each service is designed and delivered to offer bespoke solutions and provide the best information to support decision-making, with the aim of improving organisations’ profitability and financial strength.

Independent Appraisal

Capital Markets

In the context of an IPO, our team can assist in the listing process, supporting the company as well as working alongside the Euronext Growth Advisor (EGA). This approach complements our ability to fulfil various roles in the listing market, such as acting as an advisor to the company being listed or supporting the EGA.

Services supporting the EGA

As part of the activities required by Borsa Italiana in connection with the listing process, we can assist you with:

Due Diligence
on the company
to be listed

Comfort letter
on
working capital

Comfort letter on the Management Control System

Verification of non-financial data in the Listing Prospectus

Transactions

We support our clients in both acquisition and disposal transactions, providing them with the expertise and experience needed to make informed decisions and achieve successful outcomes.

Due
Diligence

Pre-Acquisition and Vendor

Share Purchase Agreement

Drafting support

Post-Deal
Services

Price adjustment, support in calculating the earn-out

Valuation

Valuations and PPA

(Purchase Price Allocation)

Business planning

Our professional experience enables us both to value your company in accordance with international best practices and valuation techniques, and to choose the best approach in line with your objectives.

For example, we assist in the negotiation of acquisitions or disposals, to highlight the company’s value to a potential partner or financier, or for tax purposes such as the revaluation of shares or equity interests.

PPAs and Impairment Tests complete the range of our high-value-added valuation services.

As part of your external growth or management needs, we can assist you in preparing or critically reviewing your business plan. We analyse financial and balance sheet projections, with a particular focus on revenue projections, the expected cost structure and cash generation.

We can provide you with sensitivity analyses, which are extremely important whenever the business plan is not only a tool for steering growth but is also required by banks or potential lenders.

We can also support you throughout all stages of advisory for the preparation of the Economic and Financial Plan (EFP) and the related supporting documents, thanks to our established experience in the fields of Project Financing and Public-Private Partnerships.

Restructuring

We recognise the signs of a corporate crisis and support you in preventing or overcoming it in order to restore economic, equity and financial stability.

Diagnosis
of a business
in distress

We analyse a company’s financial situation, its market and its prospects to understand the nature and
extent of the difficulties.
We can help management understand the origins of the crisis through an independent diagnosis of the historical, current and future situation.

Assistance with liquidity crises and negotiations with banks

We help management navigate the delicate stages of financial distress that often escalates into a liquidity crisis. We set up short-term financial monitoring systems, such as “Short Term Cash Flow”. We support you in drawing up the business plan and preparing the financial manoeuvre to be proposed to creditors within the various frameworks provided for by the Italian Corporate Crisis Law.

Post-
restructuring
monitoring

At the request of the banking sector or on the initiative of management, we can carry out periodic monitoring of the company’s key business indicators (Business Monitoring Tools) to reassure management and creditors that the financial and profitability targets set out in the business plan are being met.

Independent Appraisal

Our team includes professionals who meet the necessary requirements of competence and professionalism and are registered in the relevant registers of chartered accountants and auditors. These accreditations enable us to act as independent experts in all situations required by law.

Furthermore, our group includes Epyon Audit and Epyon Asseverazioni which, thanks to their accreditations with the Ministry of Economy and Finance (MEF), the Ministry of Economic Development (MISE) and the relevant court, can carry out statutory valuations in the context of mergers (involving debt), for the determination of exchange ratios and the certification of Financial Eligibility Statements (PEFs) in the context of public tenders.

Credentials

We are supporting the company in the preparation of a PPA relating to the difference between the acquisition price and the book value of the net equity of a target company in the insurance sector.

We assisted management in determining the Equity Value through the Dividend Discount Model (DDM), for the purposes of the impairment test on the value of the equity investment recognised by DeA Capital SGR.

We assisted management in developing the impairment test on the goodwill of the Publishing and Advertising Sector CGU, for the purposes of preparing the consolidated and separate financial statements.

We assisted the group on the financial due diligence aspects in connection with obtaining a bond loan.

We prepared several valuation reports pursuant to art. 2465 and art. 2343-ter of the Italian Civil Code in support of management, in connection with various transactions involving the contribution of business units to NewCo entities, aimed at subsequent intragroup disposal.

We assisted the company as advisor for Financial Due Diligence activities in buy-side transactions aimed at building the Sostelia Group, active in the water treatment sector.

We supported management in the PPA process that became necessary following the acquisition of the Group by NB Renaissance.

We supported the client in determining the economic value of Landi Renzo’s capital, a company listed on the STAR segment, active in the production of gas systems for converting motor vehicles to LPG and methane.

We assisted Algebris Transition Fund on the Financial Due Diligence aspects in the acquisition, through Aquanexa, of 5 companies that complete the integrated services platform in the public sector.

We assisted the company in estimating the economic value of its proprietary technology platform.

We assisted the group in the preparation of the Business Plan drawn up for the purposes of the reverse merger.

We assisted the listed company Tinexta SpA and its subsidiaries in the acquisitions of targets in the Business Innovation and Cyber Security sectors, handling the Financial Due Diligence aspects.

We assisted the company in the preparation of a PPA in relation to the difference arising between the acquisition price and the book value of the net equity of several plasma collection centres in the United States and Hungary.

We assisted Probios and Agreen Capital on the financial due diligence aspects of the acquisition of BiotoBio, a company belonging to the EcorNaturaSì ecosystem and a leader in the marketing of organic, health-focused and free-from agri-food products.

We prepared the financial due diligence report in support of TXT management for the acquisition of the Ennova Group and for several other acquisitions.

We assisted the company in the preparation of the PPA, in relation to the difference arising in the consolidated financial statements between the acquisition price of the LBO vehicle and the book value of the group’s net equity, and subsequently in the preparation of the impairment test to support the goodwill value.

We assisted Edge Group, an Italian insurance brokerage operator controlled by the AnaCap fund, in the acquisitions of Steffano Assicuratori Srl and Agris Srl, handling the Financial Due Diligence.

We issued the auditing firm’s report pursuant to art. 2501-sexies and art. 2501-bis of the Italian Civil Code, in connection with the reverse merger of Vittoria Capital S.p.A. into Vittoria Assicurazioni S.p.A.

We assisted the company as advisor for Financial Due Diligence activities in buy-side transactions in the fields of medical equipment manufacturing, gas measurement instruments and water treatment.

For several years, we have been assisting the company with its management control and reporting function, in particular providing support for monthly closings and reporting to the Parent Company.

We issued the auditing firm’s report pursuant to art. 2501-bis, fourth paragraph, of the Italian Civil Code, in connection with the reverse merger by incorporation of Nuova Contact S.p.A. into Contact Italia S.r.l.

We assisted the company as advisor for Financial Due Diligence activities in buy-side transactions in the Information Technology sector for automatic product coding and identification.

We supported Cosmoproject SpA, an Italian company that is a leader in the production of private-label skincare products, on the Financial Due Diligence aspects of the transaction involving its entry into and reinvestment in the Ancorotti Group (controlled by the LGAM Private Equity fund).

We assisted the company in the trans-listing process to the STAR segment, acting as advisor for the verification of non-financial data as well as in the preparation of the Business Plan.

We performed attestation activities in restructuring and turnaround transactions (pursuant to art. 67, 182-bis, 56 CCII) for companies operating in the production of components for the automotive industry.

We supported the client in determining the economic value of Trussardi’s capital and the value of the brand.

We assisted management in developing the Impairment Test on consolidated goodwill and on the carrying value of the Parent Company’s equity investments, for the purposes of preparing the consolidated and separate financial statements of Valvitalia S.p.A.

We assisted the company on the financial due diligence aspects of the acquisitions of Fochista and Bio Eco GP.

We provided assistance in the preparation of the valuation report pursuant to art. 2343-ter, paragraph 2, letter b), of the Italian Civil Code, on the value of the shares representing the entire share capital of RTI S.p.A. and Publitalia S.p.A.

For several years, we have been assisting the Company in the preparation of the impairment test in support of the goodwill recognised in the Group’s consolidated financial statements.

We assisted the Mondadori Group in the process of allocating, within the consolidated financial statements, the goodwill arising on the initial consolidation of Chelsea Green Publishing Inc.

We assisted the client as advisor for Financial Due Diligence activities in buy-side transactions in the senior living and nursing home sectors.

Corporate Finance