Advisory
services in mergers and acquisitions, especially with the entry
of foreign strategic investors into Slovakian companies
Organizing
and the subsequent management of private capital investments
into undervalued assets in Slovakia
Advisory services connecting
with restructuring processes of Slovakian companies and the performance
of crisis management
Investments and advisory services
in connection with the management of non-performing loans for the
private and public banking sector
Advisory services in mergers and acquisitions,
especially with the entry of foreign strategic investors
into Slovakian companies
ODIENSEVIS
Investment&Restructuring
Services a.s offers
its Slovakian and foreign clients services including research of new
strategic and financial investors for companies from various business
fields. With an ideal combination of foreign know-how and direct contacts
on the world's most significant companies we are ready to find investors
for Your companies..
Our services are provided based on the actual desires of the client
considering the international standards for similar processes which
are expected by big foreign investors.: • proposal
of optimal sale procedures for the sale of the Slovakian companies
to potential foreign partners including identifying of the main sale
obstacles and proposal of suitable solutions (advantages/flaws, risks,
probability of success);
• preparation and distribution
of announcements, statements and other information, relevant for
potential applicants of the company ;
• elaboration
and securing of strategy, organization, conditions and timetable
of the sale, announcement and organization of tenders and assistance
with their evaluation and realization;
• processing
the optimal list of potential strategic and/or financial investors,
who come into consideration for the given company, of which the final
version is presented to the client for authorization;
• suggestion
of the way of evaluating received bids and a proposal of detailed specification
of individual criteria and possible restrictions and liabilities for
future acquirers;
• elaboration
of specific contractual document proposals concerning fusions and/or
acquisitions or other relevant documents necessary for transactions
in cooperation with a legal advisor;
• detailed
assessment with several variants of the client's ownership share in
target company or of their assets being sold; including a recommendation
concerning the amount of the optimal sale price.;
• preparation
and elaboration of the Information Memorandum for the target company
(with verification of the respective financial and economic data),
which meets the formal and content requirements according to the international
standards including the respective financial results, and the guarantee
of their consequential distribution based on the interest of potential
investors. Execution of a complex financial and economical due diligence
of business activities and performance of the target company for the
use of preparing an Information Memorandum;
• preparation
and securing of investor due diligence organization processes (consisting
primarily of data-room and manager interviews), including
the preparation of the written rules for entering data-room and providing
assistance to applicants during the due diligence process;
• in case of
need and a request on the part of the applicant a running actualization
and specification of strategy and timetable of the ongoing sale process will
be done.
• securing
to take over the proposals for the target companies presented by potential
applicants (closing of tenders), their evaluation and the elaboration
of recommendations for the most suitable projects on the basis of agreed
criteria.
• elaborating
legal analysis of the agreement proposals enclosed in the bids
presented by potential applicants in cooperation with a legal advisor,
leading to identification of problematic provisions or those
provisions which will first and foremost seem economically and financially
inconvenient to the client;;
• advisory and help with preparations
for the negotiations with the selected potential applicants, participation
on these negotiations, analysis of the respective negotiation statements
and counterproposals to the agreements, including those aspects of
the negotiations, that are connected to the agreement documentation
related to a transaction of the sale;
• securing
help in all aspects leading to the early closing of tenders and transactions
and in providing information that the applicants will need when presenting
bids to the client.
The clients of ODIENSEVIS Investment&Restructuring
Services a.s are:
• Slovakian private company
owners who have decided to sell their business;
• foreign investors interested
in specific Slovakian company;
• foreign investors interested
in the transfer/expand their production capacities to Slovakia;
• banks and government institutions
that own non-performing loans against Slovakian companies;
• managers of Slovakian companies
looking for strategic partners for their companies.
• bankruptcy administrators,
for whom we find foreign investors that are interested purchasing
the company or its share in a tender
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Organizing and the subsequent management
of private capital investments into undervalued assets in Slovakia
The team of qualified experts from ODIENSEVIS
Investment&Restructuring
Services a.s locates profitable investments for different
customers that can be realized in especially favorable conditions.
With regards to our ability not only to locate and offer such an investment
to our client but also to co-invest a significant
part of our own resources, we are capable to set up an optimal consortium
of investors and so combine the benefits of strategic and financial
investors.
Our long-term presence on the Slovakian market and the contacts with
all significant local companies we are able to identify undervalued
assets either as existing companies or as companies in tenders or companies
with financial problems..
For all types of transactions we are prepared to set up an optimal
manager team with experts suitable for managing the company
being taken over; the team consists of own or external commissioned
managers with whom we have long-term experience on similar projects.
Generally these managers are ready to co-invest their own financial
resources together with you and so cover part of the acquisition
costs.
The clients of ODIENSEVIS Investment&Restructuring
Services a.s are:
• Western European and American
venture capital funds specialized in investments to undervalued companies;
• international financial institutions;
• private investors;
• banks offering acquisition
financing;
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Advisory services connecting with restructuring
processes of Slovakian companies and the performance of crisis management
ODIENSEVIS Investment&Restructuring
Services a.s can
on the request of its customers provide standard consulting services
in the field of restructuring and managing of Slovakian companies.
By applying top end foreign methods of restructuring (debt to equity
swap, ring-fencing, etc.) to Slovakian legal and economical conditions
we are able to generate significant value added for our clients in
an amazingly short period of time. That in especially these areas:
- optimization of the need for labor force
- ABC method - lowering of costs
- company transformation project
- reengineering
- restructuring
- development of new products
- unification
- creating company strategy
- financial restructuring
- motivation
Most commonly we provide this service in a combination with an acquisition
of a Slovakian company where a part of our cooperation with the client
includes providing a capable team of managers, which prepares the company
for the takeover by a strategic investor; to a state where such a takeover
and following consolidation is legally and economically manageable
for the investor..
The clients of ODIENSEVIS Investment&Restructuring
Services a.s are:
• Slovakian companies in different
areas of business;
• proprietors of Slovakian companies
who are not satisfied with their performance;
• banks forced to take control
over a debtor who is a non-financial company
• foreign investors entering
into existing Slovakian companies
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Investments and advisory services in
connection with the management of non-performing loans for the private
and public banking sector
Members of the ODIENSEVIS Investment&Restructuring
Services a.s team have years-long experience of
working in the area of non-performing loans (NPLs) in public and
private services in several countries of Central and Easter Europe.
Simultaneously our team has numerous contacts
on owners and global managers of similar assets all over the world
at its disposal that are prepared to offer their know-how for similar
projects. In the year 2001 our company participated together with KAMCO
(Korean Asset Management Company see more at www.kamco.or.kr) on
public tender for the management of non-performing loans´ portfolio
of Slovenska Konsolidacna a.s in the form of a joint company.
We offer our clients complete service with transactions
of sales and acquisitions of NPLs portfolios in Slovakian legal and
economic environment. Through a local and foreign team of experts we
are prepared to comprehensively cover the following stages of the transaction:
1. Arrangement of the transaction with the NPLs portfolio - introductory
cooperation with the client to create an optimal transaction strategy,
and especially:
a) analysis of existing and potential transactions
with NPLs portfolios including their manageability;
b) proposal of specific procedure variants
including the recommendation of the optimal procedure;
c) time lay out of the transaction organization;
d) process methodology including optimal bidding
strategy;
e) process and optimal model of the whole transaction.
2. Servis Company project proposal (SPV) - a comprehensive project
for the founding of ServisCo, which will subsequently manage the purchased
portfolio for the client, will be set up according to the specific
approach to a transaction preferred by the client. The project includes
particularly:
a) form of founding of the company;
b) corporate governance including the proposal
of internal regulations;
c) proposal for founding of an internal team
including the detailed requirements on employees in specific positions;
d) secure the potential financial functioning
of SPV according to the usual international standards for this type
of operations;
e) strategy for cooperation with external
suppliers of services necessary for effective management of a
portfolio including their categorization, negotiations, system
of rewards and control mechanisms
3. Analysis and evaluation of a portfolio - complete analysis of a
portfolio done by using market information about NPLs portfolio important
also for later distribution of the NPLs into specific groups for their
management. The analysis is created in the form of a Due Diligence
Report, which includes particularly the following information:
4. Management of SPV - providing of executive management of ServisCo
for the whole period of transaction with the NPLs portfolio.
5. Negotiation to sell a parts of the portfolio to further investors-
in connection to separation of the purchased portfolio into specific
parts according to the type of debtor or their regional affiliation
could these smaller sub-portfolios be offered to local investors
6. Own management and collection of the portfolio - based on specific
wishes of clients we are by our own means or the means of our external
partners prepared to secure the following services associated with
practical enforcement of NPLs:
a) claims against individuals;
b) sale of small and medium sized loans;
c) special legal and advisory services:
- services concerning announcing and the
course of bankruptcy
and composition processes;
- legal resolution of NPLs
- special services connected to collection
NPLs
d) management and the evidence pledged assets
(real-estate, tangible assets, loans, etc.)
e) restructuring of large debtors
The clients of ODIENSEVIS Investment&Restructuring
Services a.s are: • privatized Slovakian banks
• private financial institutions
• Slovenská konsolidační a.s.
• Slovakian governmental institutions
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