Mergers and Acquisitions

Corporate Restructuring

Corporate Governance

Commercial Advisory

Mergers and Acquisitions

We bring vivid insight and vast experience for corporate and private equity investors throughout each stage of the merger and acquisition process. CLOUT helps clients develop appropriate growth strategies based on their identified goals, ensuring they are well placed to capitalize on the opportunities that present themselves during the merger, acquisition, or divestiture process. Our team of business attorneys can guide you in identifying and evaluating responses to the deal, utilizing a step by step process that includes, but is not limited to:

1. Determining Growth Markets/Services

• Consisting of an evaluation process of the acquisition by identifying growth opportunities, determining
  growth markets and services through the extensive collection and analysis of relevant data.

2. Identify Merger and Acquisition Candidates:

• We proactively identify the full potential of merger or acquisition candidates, assessing whether it meets the strategic financial growth objectives in identified markets and/or service lines.

3. Assess Strategic Financial Position and Fit:

Establishing the fact related answers to the following questions:

• What are the anticipated benefits of a transaction with this acquisition target?
• What are the risks?
• What is this targets opportunities in comparison with other targets?

4. Make a Go/No Go Decision:

• The outcome of all the analysis and research carried out allows the corporate leadership to determine the likely benefits and drawbacks of the proposed acquisition or merger, the detailed data allowing high-quality decisions to be made with confidence.

5. Conduct Valuation

This step is all about assessing the value of the target, identifying alternatives for the structuring of the merger or acquisition transactions, and evaluating and selecting the structure that would best enable the organization to unlock its best potential, hence, develop an offer. The three key valuation methods are:

• Discounted cash flow analysis.
• Comparable transaction analysis.
• Comparable public traded company analysis.
• Helping corporate Leadership identify the most appropriate method through revealing the most realistic valuation range.

6. Performing a Due Diligence, negotiating a definitive Agreement, and Executing Transactions:

• After the proposed offer is accepted, the acquiring organization’s leaders ensure the complete and comprehensive due diligence review of the target entity in order to fully understand the issues, opportunities and risks associated with the transaction. A due diligence review of the target’s financial, legal, and operational position ensuring the accuracy of information obtained earlier in the acquisition process with a full disclosure of information relevant to the transaction. Once complete, all parties can negotiate definitive agreements, deal with other stakeholders such as confirming regulatory approvals, monitoring the acquisition or merger to ensure the negotiated terms meet the goals established within the strategic assessment.

7. Implementing the Transaction and Monitoring Ongoing Performance

• Includes a list of questions that deliver a set of critical answers for project viability:
• Can the challenging operational changes be implemented effectively to allow the realization of the expected financial benefits?
• Is constituent support available on an HR, management, board, service providers, community and employee level?
• Identifying the legal and regulatory challenges (Court approvals, etc.)
• Are there any financial, organizational, or community-related risks or failures?
• This ensures a ready mechanism to deal with any future problems in the implementation of the deal.

Corporate Restructuring

Company and Corporate Structuring is the service of the 21st century, especially within the Arab world. It encompasses advising companies on the optimal structure needed to realize commercial objectives. CLOUT’s expertise spans from structuring and restructuring to reorganizing both onshore and free zone entities. It also extends to providing advice on corporate licensing as well as drafting, reviewing and providing insight into a particular structure.

Structuring and/or restructuring is one of the most important decisions you will have to make in selecting the business structure of your entity. This is because the precise structure has a significant impact on the business’s ability to achieve its objectives. Before making a choice of a business structure, you need to understand the tax and business implications of a Corporation, a Partnership, a Limited Liability Company, or a Sole Proprietorship ., This is due to the fact that many business owners set their businesses up without fully understanding the implications of this selection until they start facing challenges.

There are fine distinctions between entities and the purposes they are set to achieve., That’s where we come in with our detail oriented team, that can help you identify the correct vehicle for your current and future needs.

Corporate Governance

Clout realizes the importance of corporate governance in all types of companies., The aim of such a practice is to achieve a responsible, value oriented management and control of companies. Corporate governance rules encourage and reinforce the confidence of current and future shareholders, lenders, employees, business partners and the general public in national and international markets.

Corporate governance has developed and grown significantly in the last decade. Numerous countries have issued corporate governance codes, such as the United Arab Emirates (UAE) which is primarily focused on listed companies. The Chairman of the Securities and Commodities Authority (SCA) of the UAE issued Decree No. 7 R.M of 2016 (2016 Corporate Governance Rules), which was recently repealed by the new the corporate governance guide for public joint stock companies No. 3 of 2020.

Through the experience which was gained through advising Public Joint Stock companies in the UAE, CLOUT ensures that businesses have appropriate decision-making processes and controls in place so that the interests of all stakeholders (shareholders, employees, suppliers, customers and the community) are balanced.

Commercial Advisory

At Clout we help you progress your most important initiatives through client focused, tailored commercial support. Commercial services are essential for making informed pricing and investment decisions. We believe in diligently conducted regulatory reviews, tender documentation and commercial negotiations to offer transactional and commercial support. We handle the development of commercial terms for procurement contacts and supply, while advising on contracting, strategy and price negotiations. Our commercial advisory model is based on unique attributes including due diligence, contract drafting, revision, and negotiation.

We Draw a clear vision for you and your goals

Whether you are looking to elevate performance as a leader, or an investor looking to understand the scale of potential growth, we hand you an objective view on financial and operational performance, a thorough analysis of competitor businesses or assets and a clear vision of the potential effects of a business transaction.

Our team brings extensive practical experience and high-end analytical knowledge to present you with an impartial view of facts to assist in decision making to enhance your business performance. Working with you every step of the way, we highlight the needed practical changes for the delivery of sustainable plans.

Our advice originates from a deep understanding of the ever-changing realities and challenges of the modern world, leveraging our experience in the multiple areas that present challenges for effective operations.