Successful disposal of a foreign subsidiary

Meeting economic and timescale objectives in an international M&A operation

The problem

An Italian manufacturing group, with companies both in Italy and abroad, looks to reposition itself strategically and in terms of its geographic footprint.  This involves the decision to sell off a subsidiary based in Eastern Europe.
The subsidiary is profitable. Turnover is growing and promises to go on growing, thanks to the healthy state of the local economy and to EU-funded development projects.
The Italian parent company decides to go ahead with disposal.  It sets the minimum value for the transaction, below which it will not close the deal. However, the group cannot count on any in-house professional resources capable of taking on the operation, which will require considerable investment of time and will be highly complex and delicate.

The Temporary Manager’s objectives

Contract Manager selects a qualified person to manage the entire operation, with the following objectives:

  • To take up, with immediate effect, the position of Head of Foreign Subsidiaries and to manage the disposal. The role to be the sole focus point for the operation both for the CEO of the parent company and for the General Manager of the subsidiary.
  • To collect and analyze all historical and forecast data to assess the value of the company and to set the target for the deal, all in alignment with the constraints established by the parent company.
  • To select a local team of consultants – financial, legal, tax and ICT (for the Virtual Data Room) – to entrust with specific tasks once contractual and economic aspects have been established.
  • To draw up, with the support of the team of consultants, a detailed plan for the operation.
  • To supervise execution of all phases the action plan, reporting monthly to the parent company.
  • To assist the legal representative of the subsidiary during closure of the operation and all activities arising.
Actions undertaken by the Temporary Manager
  • Kick-off of the M&A operation at the offices of the group in Italy.
  • Transfer to the foreign subsidiary to collect data and to share a confidential report with General Management. Creation of a support staff.
  • Assessment of the value of the subsidiary for its disposal.
  • Research and selection of external consultants and creation of the operating team.
  • Negotiation and drawing up of contracts with consultants.
  • Creation of the teaser campaign to be used to present the operation to potential buyers.
  • Definition of a long list of potential buyers.
  • Definition of a short list of interested buyers.
  • Non-disclosure agreement and invitation to short-listed buyers to produce non-binding offers.
  • Selection of potential buyers with whom to start final negotiations, in order to obtain a binding offer.
  • Opening and management of the Virtual Data Room.
  • Final negotiations and signing of a preliminary Asset Transfer Agreement with the party offering the best terms.
  • Drawing up of final contracts of disposal.
  • Official communication to employees and other stakeholders.
  • Closing formalities: notarized deeds of sale and other related operations.
Results obtained

Thanks to the involvement of a Temporary Manager, acting as Head of Foreign Subsidiaries, the parent company achieved the following results:

  • The thorough, well managed execution of a complex disposal process
  • Total respect of deadlines: the operation was closed within 12 months of kick-off, as planned.
  • The final agreed sale price was 60% higher than the amount expected by the parent company.
  • In addition, the operation closed to the satisfaction of the subsidiary’s employees and other stakeholders.