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Corporate finance revised Essay

KPMG Corporate Finance begins by reviewing a company’s strategy and determines whether a disposal is the most suitable option. From that we can help a business achieve its objectives by:

Developing the sales strategy to assist exploitation of the vendor’s return as well as establishing price expectations and realistic valuation parameters.

Involving tax- and industry-focused professionals to assist in developing the most beneficial environment for the sale.

Identifying and prospective purchasers in your sector.

Advising and assisting on the drafting of the disposal information memorandum.

Assisting with negotiations and guiding the transaction through to closure.

Throughout the disposal process we distinguish ourselves by our creative thinking and by the professional manner in which each stage is handled. We work towards the most favorable outcome in the market place, from inception to completed negotiations.

What are the issues facing you:

Do you wish to divest non-core or underperforming subsidiaries?

Do you need to raise money to pay off debts, fund future growth?

Have you received an unsolicited but nevertheless attractive offer for your business?

Are you a private equity house looking to exit your investment?

Public company & Take Over Advice

Transactions undertaken by public companies face unprecedented levels of scrutiny from regulators, shareholders, staff, competitors and the media. Working on such transactions requires

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in-depth experience and knowledge from a wide range of advisers.

Our approach combines traditional merger and acquisition (M&A) skills of identifying, valuing, structuring and negotiating transactions with the market-focused knowledge of our Public Company Advisory Group.

This group has a wide range of experience of advising on regulated transactions including:

Public offers for limited companies (hostile or recommended).

Bid defence.

Rule 3 advisory work, i.e. providing independent advice to the board of a target company.

Fundraising from debt and equity markets.

Sponsorship of rights issues and placings (secondary issues).

Major (Class 1) acquisitions and disposals which require shareholder approval.

Related party transactions.

Strategic reviews, including company reorganisation and restructuring.

Public-to-private transactions.

Even with no transaction we can provide advice as one team, incorporating equity market, debt finance and valuation skills.

Are you:

A public company seeking to undertake a significant acquisition or disposal?

Looking to acquire all of, or a significant stake in, a public company?

A public company seeking an offer?

A public company vulnerable to a hostile approach?

A smaller quoted company looking to raise funds due to capital shortage?

Looking to return funds to shareholders?

Energy and natural resource companies face a variety of different risks arising from their operations that have the potential to result in damaging or contentious situations. We understand the need to address such issues as:

Investigating allegations of fraud and misconduct.

Reducing potential exposure to corruption by overseas subsidiaries and agents, under the US Foreign Corrupt Practices Act 1977 and OECD anti-corruption legislation, due to investment in countries lacking transparency.

Meeting Sarbanes-Oxley financial control and reporting requirements.

Managing regulatory and trading requirements.

Reducing the risks to assets, licenses or contract rights due to political, social or economic instability.

Preventing delay and disruption to large capital projects (50 percent go over budget, 58 percent complete late).

Solving disagreements or difficulties over licensing schemes, regulations and royalties.

Avoiding or resolving alliance or joint venture disputes.

Fraud Services

 Preventing and detecting fraud before it becomes a problem.
We have helped many clients to understand the fraud risks they face, evaluate existing counter-measures, train staff and develop effective anti-fraud policies, systems and controls. Our aim is to provide greater protection against the threat of fraud and meet regulatory requirements.

Using technology to identify anomalies and suspicious patterns.
We can use sophisticated, market-leading data analytics to sift through large volumes of company information to test controls and highlight fraud ‘red-flags’, trends and anomalies. This is a faster, more efficient and reliable way to find possible control weaknesses and suspicious activity and save costs through reduced fraud

Investigating suspected or actual fraud or corruption quickly.
Our team of accountants, investigators, technology and intelligence professionals have undertaken some of the world’s largest financial investigations. With over 250 years’ cumulative experience, we use our global investigation methodology to provide commercial, practical advice with a rapid, robust and discrete investigative response.

Tracing and recovering lost funds and assets.
We have an established track record of helping clients and law enforcement agencies to trace, restrain and recover lost money and assets worldwide, helping to reduce the damage caused by fraud.

Our Corporate Intelligence team gathers business-critical information to help companies reduce risk, enter new markets, solve corporate problems and enhance business opportunities.

We specialise in the search, collection and analysis of information from both public and confidential sources across the world. We combine years of practical experience with robust quality assurance procedures.

Our team based in the UK consists of multilingual professionals from a wide range of backgrounds, including investigative journalism, political risk analysis, forensic accounting, private investigation and police intelligence.

Drawing upon the local knowledge and resources of KPMG’s global forensic network, and other KPMG international corporate intelligence teams, we can provide focused, in-depth insight to sensitive assignments in both established and emerging markets.

We can:

Perform integrity due diligence investigations into clients’ prospective business partners, gathering information about the background, business track record, reputation and integrity of the subject companies and key individuals.

Provide support for fraud, asset tracing and other problem-solving investigations.

Support litigators and counsel in complex international arbitration and litigation by assembling relevant evidential information

Debt-Raising and Restructuring Advice

Companies looking to raise new debt capital or refinance existing facilities usually have established relationships in the banking, leasing and capital markets – not to mention a constant flow of unsolicited approaches. The key issue for companies is not finding advice on raising money – there are plenty of lenders offering free advice on their own products – but getting independent advice. They need to know their full range of options and how to achieve financing structures which meet their strategic and operational objectives.

Our experienced debt advisory team uses its extensive knowledge of international financing markets to provide companies with clear analyses of their options and the impact on them of these alternative funding routes. The advice we provide to companies is objective and independent of the providers of capital. We can offer assistance throughout the transaction process from initial strategy through to implementation.

A company’s need to address its debt requirements could be triggered by a wide range of circumstances. For example, a company could be:

Making significant acquisitions requiring debt finance.

Receiving multiple offers from debt providers.

Needing to diversify its funding base and broaden its debt relationships.

Considering entry into a new debt market.

Refinancing maturing facilities.

Experiencing a credit ratings downgrade.

Needing additional funding for a change in business strategy.

Looking to its options for raising finance, on or off balance sheet, secured against its real estate assets.

Floating and Initial Public Offering (IPO)

An initial public offering (IPO) is not the easiest path to follow in the present climate. However, for well-managed companies with strong growth plans, there are still good prospects for obtaining investment capital and accession to a share listing.

Whether floating on AIM (alternative investment market) or the main market of the London Stock Exchange, the IPO process requires careful planning. Our role is to act as sponsor or NOMAD (nominated adviser) to companies undertaking IPOs, including advising on:

IPO strategy, timing and business preparation.

The board composition.

The choice of brokers, who will place the shares, and other relevant advisers.

Process management – co-ordinating the work of broking, accounting, PR and legal professionals involved.

Establishing with the brokers the appropriate parameters for pricing and share distribution.

Guidance on the regulatory aspects of an IPO and drafting of the prospectus.

Maintaining your objectivity and advising you independently of those providing the funding.

We are also able to draw upon other services across KPMG including acting as reporting accountants and tax advisers (corporate and personal).

Why are you considering a flotation?

To realise value for all or part of your investment in the business?

For financing flexibility (through long-term capital, the ability to issue further equity or listed debt) in order to expand your markets, make acquisitions or reduce gearing?

To gain a higher profile and visibility with customers and suppliers – a sign of credibility that may help to lower costs?

For an avenue to motivate staff through share option schemes

Mergers and Acquisitions

Continued growth is key for ambitious businesses. Whether this is driven by acquisitions or alliances, advice on correct structure and pricing may facilitate and reduce the risk of such moves.

Our hands-on practical approach provides ways to achieve successful transactions. In advising on the process from start to finish, we begin by establishing your acquisition criteria and, if appropriate, advise on sourcing other professional advice. Our work includes:

Strategic review and competitor analysis of your sector.

Researching and identifying key targets locally and internationally.

Valuation.

Transaction structuring, tactics and negotiation.

Advice on financing, be it debt, equity or other more complex instruments.

Supervising due diligence, legal and other issues to work towards a successful completion.

We can also assist with post-transaction services such as integration of systems and cultures, human resources and business planning.

What are the issues facing you?

Are you looking to expand your business with new products, markets or
geographically?

Do you need rapid access to new technology or intellectual property?

Do you need to achieve critical mass quickly in a new market?

These are interesting times for Private Equity (PE) Houses. Fundraising has become a matter of demonstrable management skills and added value above and beyond historical returns. Investors are reviewing their private equity allocations and competition for quality deals is intense. Even with the recent gradual increase in merger and acquisition (M&A) activity globally, the scope for the PE House to leverage transactions aggressively is diminishing.

In today’s market a new focus on building value and managing performance from existing assets emerges. PE Houses are likely to need a wider range of skills at their disposal than is necessary purely for deals. Therefore, the services our clients traditionally expect from us have broadened beyond the deal and taken on a longer-term context. KPMG is now taking one of the leading positions in offering a combined approach to helping our clients with their strategic, deal and portfolio management issues.

We have a broad range of skills, comprising some of the best and most experienced PE advisors from audit advisory services, corporate finance, transaction and commercial due diligence and tax. We have the skills our PE clients need to help support them, through the fund raising and investment life cycles.

Project Finance, Public Private Partnerships (PPP) and the Private Finance Initiative (PFI)

The procurement of major infrastructure projects is complex, highly competitive, costly and time-consuming. Procuring authorities must create a commercial framework for their investment programmes that attracts the interest of good-quality international bidders. Bidders must select their targets carefully and then seek to deliver the most competitive tender possible.

KPMG has extensive practical experience of the commercial issues driving these types of projects and an independent view on the array of financing options available, providing clients with an important competitive advantage.

We provide in-depth knowledge of markets, issues and processes to corporate and government clients on a global basis. We provide independent advice on the financing of major projects across sectors. This ranges from the broad strategic thinking required at the inception of a project through to the detailed technical skills required at financial close, as well as advice on the complexities of refinancings and variations.

KPMG also advises clients on the tax, transaction, accounting and due diligence issues in relation to PPP/PFI projects, as well as providing transaction evaluations and model reviews.

Are you:

Entering PPP markets for the first time?

Assessing the viability of a project financing/PPP proposition?

Starting a competitive tendering process?

Seeking to understand key commercial issues and how they impact on project value?

Assessing different financing options or negotiating with funders?

Refinancing or restructuring a project?

Valuations, Fairness Opinions and Appraisals

Companies seek valuations for corporate governance or regulatory reasons, or because management wants to know the value of an asset, subsidiary or investment to aid business decisions. In these instances the company is at a critical moment in its life. It may be planning a major acquisition, resolving a shareholder or joint venture dispute, or seeking to reduce the gap between intrinsic and market value.

Our valuation services team recognises that a valuation is not a simple numbers exercise and we spend time working to understand the business dynamics and its key value drivers. We draw on extensive experience and apply relevant valuation methodologies. We combine this with our deep sector knowledge and benchmarking analyses to offer value-added advice.

Your company may require:

A fairness opinion on a transaction to satisfy regulatory requirements or corporate governance concerns.

Independent and objective advice, to determine the right price to pay or accept for a business.

Advice for joint ventures/alliances on equity splits at formation or exit in an independent or advocate role.

Support for litigation or arbitration, particularly expert witness and adjudication work in business valuation disputes.

Valuation opinions for unquoted debt or equity instruments.

Supporting evidence to help raise equity or debt finance.

Valuations of intangible assets or intellectual property such as brands, knowhow, trade marks, customer lists, intellectual property rights (IPR) and goodwill for commercial, tax or regulatory (SFAS 141/142) reasons.

Air Products and Chemicals, Inc. serves technology, energy, industrial and healthcare customers globally with a portfolio of products, services and solutions that include atmospheric gases, process and specialty gases, performance materials, equipment and services. The Company is a supplier of hydrogen and helium for markets, such as semiconductor materials, refinery hydrogen, natural gas liquefaction, home healthcare, and advanced coatings and adhesives. The Company operates in six segments: Merchant Gases, Tonnage Gases, Electronics and Performance Materials, Equipment and Energy, Healthcare and Chemicals. On April 3, 2006, the Company acquired Tomah3 Products. In October 2006, Air Products and Chemicals, Inc. completed the sale of its Amines business to Taminco, a producer of methylamines and methylamine derivatives. In April 2007, the Company completed the acquisition of the industrial gas business of BOC Gazy Sp z o.o., from The Linde Group.

Competing in today’s marketplace requires continual change and improvement. You face daily the challenge of increasing productivity and improving margins. This is compounded by ever changing production technologies, feedstocks, market dynamics, and stiffening environmental regulations. Consequently, the refining, chemical, and gas processing businesses need more flexibility and reliability than ever before.

How do we know this? Air Products has been a leading global supplier to the refining and chemical processing industry for 65 years. You know us as a provider of industrial gases, equipment, gas seperation and purification technologies, and innovative services and solutions. But we’re also a chemical company. The only company among the major industrial gas suppliers. So we are intimately aware of your business and challenges and what it takes to help you succeed. Through the unique talents of our people, we are helping businesses operate smarter, cleaner, and more economically all around the world.

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