Corporate Advisory

Mergers & Aquisitions

Wraith Capital Group are experts in the middle market mergers and acquisitions advisory space, including corporate restructures and both sell-side and buy-side assistance.

We can provide you with assistance to deliver your acquisition plans, including:

• Assistance with the definition and implementation of corporate objectives and strategies;
• Business and project appraisal;
• Strategic assistance in respect of any merger, acquisition, divestment or trade sale plans;
• Assistance in engaging and managing legal, operational and accounting advisors to act on acquisitions in their professional capacity;
• Assistance in the preparation of information memorandums, executive summaries and virtual data rooms;
• Co-ordination of multiple interested parties throughout due diligence and site visits;
• Utilise our strong existing relationships to assist in obtaining bank finance if required;
• Consistent monitoring of project progress, flowing through to completion, including management of the settlement process;
• Assistance with post completion acquisition integration; and
• Business plan and budget preparations.

By partnering with Wraith Capital Group throughout the acquisition process you can be confident that:

• We will identify the right acquisition target to enhance shareholder value and bring about real business benefits;
• We will acquire the target at the right price after a thorough analysis and having taken into account the capacity to fund the acquisition, the inherent value of the company, any potential synergy benefits and any other potential bidders;
• We will endeavour to consider both financial and commercial risks and if, after our due diligence process, it’s determined that you should walk away from an unfavourable deal, we will provide you with that recommendation with full transparency;
• We will understand the terms of the contract, ensuring that the ultimate purchase price is in line with your offer and that there are no surprises identified in the final contract;
• We will help negotiate reshaped or new finance facilities if needed and ensure that your company has the requisite working capital finance to fund any future growth or expansion; and
• We will understand and will be fully aware of:

–  The impact of a transaction on your financial statements; –  The purchase price allocation; –  Earnings per share; –  Future earnings; –  Balance sheet gearing; and –  The impact on banking covenants and equity holders.

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Industry Aggregations (Consolidations)

Wraith Capital Group has particular expertise in the industry aggregation space.

Industry aggregation transactions suit sectors which are characterised by a high amount of fragmented businesses which are each of small to medium size such that Initial Public Offerings (IPO) / share market listings are not a viable exit option for owners. Recent successful roll up examples have been seen in the mining services, veterinarian, dental, pharmacy, vocational education and child care sectors. There are however many other sectors that we believe would suit this style of transaction.

At Wraith Capital Group we are able to assist a large business (or group of businesses) with devising a plan to aggregate other businesses in their industry with a view to creating a critical mass suitable to pursue an IPO, larger Private Equity raise or trade sale. The business owners can use this outcome as a means to expand or to let owners sell down some or all of their existing stake in their business.

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Initial Public Offerings (IPOs)

The decision to proceed with an Initial Public Offering (IPO) is a significant one for any company. Once the decision to undertake an IPO has been made there are many matters that must be addressed in a short period of time for the IPO to be a success. Setting aside the expertise required to achieve success in an IPO, the time commitment required is quite often beyond the resources of a private company and existing management team. As such, it is important for a prospective IPO company to engage an advisor that can efficiently create and manage an IPO timetable.

We can provide clients with investment and assistance with their IPO including:

• Project management of the entire IPO process;
• Seed capital to pay the costs of listing;
• Co-ordinating the overall marketing effort of the IPO, preparing the initial information memorandum, assessing market implications and assisting with the financial analysis of the IPO;
• Assisting with transaction and corporate structuring to facilitate an efficient IPO;
• Management of any acquisitions which are to occur in conjunction with the IPO;
• Assistance with the engagement of capital raising firms and professional advisers;
• Participating in the due diligence process including representation on the due diligence committee;
• Roadshow and investor presentation management;
• Engagement of lawyers and independent experts to provide professional transaction advice and reports for inclusion in the Prospectus;
• Liaising with and co-ordination of ASIC and ASX matters arising as part of the IPO;
• Preparation of and reviewing the prospectus and investor presentations for the capital raising;
• Assistance with recruiting board members and executive personnel suitable for a publicly listed company; and
• Providing clients with continuing support as is necessary.

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Back Door Listings

Once a decision to go public has been made, an Initial Public Offering (IPO) is not always the best path to follow. Backdoor listings (or reverse takeovers) are sometimes a more suitable course to take. Backdoor listings can offer benefits associated with capital structure flexibility, cost, speed to market, escrow provisions and other matters.

We can provide you with assistance in relation to a backdoor listing by providing all of the support and services listed under the [IPO] page, as well as identifying a suitable listed vehicle to use as the reverse takeover target.

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