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Mergers &
Acquisitions

“Some deals are found.
The right ones are made.”
— David East

“Transforming strategic intent into executed transactions and successful outcomes.”

We are your partners through the full life cycle of the M&A process.

From identifying opportunities (for buyers) to identifying buyers (for sellers), we assist with the strategic positioning of your business.

We apply the same business-focused approach to due diligence as we do to positioning companies for market. Understanding the commercial drivers, market position and growth prospects and ensuring they are reflected in robustly-tested numbers. Our restructuring training instils a healthy sense of skepticism and an instinct to dig beneath the surface.

A financial model stands or falls based on its assumptions. Risks need to be evaluated, modeled and reflected accurately in the legal documents. Earn-outs or EBITDA-adjustments are drafted by financially literate lawyers with input from finance professionals experienced in contract terms. We evaluate their impact through cross-border acquisition structures, ensuring accounting, tax, cashflow and legal terms align with the commercial objective.

Integrated Advice

Finance

Drives valuation clarity and transaction viability.

  • Valuation & transaction economics. Assess real business value and translate legal, technical, and environmental factors into pricing and deal structure.
  • Financial Due Diligence. Evaluate business model and stress test assumptions and sensitivities in a range of scenarios.
  • Financial modeling & deal structuring. Build integrated models to support negotiation, funding, and execution.

Legal

  • Ensures deal certainty and enforceable structures.
  • Transaction structuring & documentation. Design legal frameworks for acquisitions, divestments, and join ventures.
  • Due diligence & risk allocation. Identify legal risks and structure protections within transaction terms.
  • Negotiation & execution support. Lead SPA negotiations and contractual alignment between parties.

TAX

Managing risk and ensuring eiciency.

  • Tax due diligence. Validating historical and ongoing tax practices.
  • Transaction structuring. Tailoring the legal and financial structuring for tax efficiency.
  • Personal and corporate tax planning. term solutions for businesses and family offices.

Intelligence

Ensure counterpary and business integrity.

  • Market Analysis Business positioning, competitor analysis, market size and scope.
  • Background Checks.Counterparty reputation and business track record.
  • Political Exposure. Sector, affiliations and personal political exposure. Proposed changes in legislation.
Beyond Boundaries

Comprehensive M&A Services

Combining financial, legal, tax and intelligence analysis, Eliot & Luther is your comprehensive partner for high stakes M&A transactions. Complex deal terms can be seamlessly evaluated and negotiated with a single cross-disciplinary team.

Our Services

Case Study

Sell-side: MNC Play
Network Business Spin-Off

  • The networking assets of a pre-eminent media company, while valuable, were not fully aligned with its business strategy, evolving into content and asset-light businesses.
  • The business carve-out involved a three party transaction involving the sale of its ~900k home pass fiber network to an infrastructure fund, combined with a transfer of ISP customers to a telco.
  • The transaction involved multi-party negotiations with interdependent terms, including valuation alignment, conditional precedents, and operational considerations.
E&L Value Add

Sell-side: MNC Play
Network Business Spin-Off

  • E&L structured the transaction across legal, commercial, and financial aspects, aligning asset carve-out and customer transfer.
  • E&L provided independent valuation and commercial assessment to ensure objective decision-making across counterparties.
  • E&L led negotiations and coordination, managing conditions, stakeholder alignment, and execution risks.
  • A phased closing approach enabled an early transaction close with realistic earn-out milestones.
Outcome

Sell-side: MNC Play
Network Business Spin-Off

  • Transaction was executed smoothly, ensuring that the terms of the spin-off are favorable and aligned with each party’s strategic objectives.
  • Valuation and deal structure aligned with the client’s strategic objectives and risk considerations.
  • Enabled divestment of non-core assets while optimizing value and execution certainty.
  • Milestones were achieved ahead of schedule with all phases being completed and the earn-out paid in full.