Our experienced specialists work to help your company make strategic change and deliver more value to your stakeholders. By thinking like investors, we can help you see beyond immediate challenges to future opportunities – giving you the confidence to make important decisions. We combine business acumen and deep sectoral knowledge with technical know-how and sophisticated analytical tools. We’ll use these strengths to help you make strategic change and navigate what can be a complex and often challenging journey.

With an established presence in all the major global markets, we offer consistent quality of service, wherever you need it. Our integrated advisory approach runs through every phase of a business deal, from analysis and strategy, to execution and real results.

Whether you’re developing an acquisition strategy, raising funds, cutting some of your activities or restructuring, our ambition is to become your trusted advisor, for your next deal and for the long run.

Whether you’re buying, selling, partnering, funding or restructuring a company, there are numerous challenges throughout the entire deal process. From regulatory scrutiny and stakeholder demands to a volatile economy, the path to a successful deal can be long and rocky.

KPMG, with our established presence in all the major global markets and integrated advisory approach, is ready to work with you, offering a quality of service to make your journey forward go smoothly, whatever the nature, scope or size of the deal.

For example, you may want to operate with another firm as a single enterprise, but retain distinct share listings. We can help you create this dual structure arrangement, as well as detailing the advantages and drawbacks.

Below, you can discover the different areas of specialization in which our team is ready to support you. Always backed by insights from our Deal Analytics, we provide M&A advice, financial, strategic and commercial due diligence, from both the buy- and sell-side. We also advise you on the valuation of businesses, shares and assets and the most effective means of financing and restructuring.

Read on below or contact us for a greater perspective on potential areas of collaboration and how, together, we can overcome the challenges that your business is facing, turning them into opportunities for success.

Jorn De Neve

Partner, Head of Advisory | Advisory

KPMG in Belgium

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Deal analytics

The exponential growth of both data availability and processing power has enabled deeper fact-based insights in the M&A process, particularly in the due diligence phase. Our expertise lies in advanced big data analytics tools such as Power BI, Alteryx, Tableau, and more specialized programs such as R and Python.

Analysis of big data

Big data allows us to perform analysis on a very granular level and gain insights from datasets that typically remain unanalyzed. Furthermore, our tools enable us to combine different data sources; leading to richer data and more thorough analysis to aid better decision-making.

Dashboards

When designing dashboards, the models present data from different perspectives at the touch of the button. For example, looking at sales per country, region, segment or per product type, and even the cross-section of different dimensions are handled with ease by these models.

Effortless Deep Analysis

What’s more, the level of aggregation is also interactive. Maps can be built so that drill-downs per region are possible, as well as for more in-depth analyses of specific stores or brands of a company – all starting from the same high-level overview.

Insights from advanced techniques

In addition, varying degrees of complexity can be addressed, such as:

going from the analysis of static historical to multi-dimensional historical data or;
from simple forecasting to evaluating how a top-line would have evolved without Covid-19 versus actuals, or using more sophisticated machine learning algorithms to forecast which HNW clients are likely to churn from a private bank and what underlying factors cause this.

Key to these advanced models is that the model is designed to always make sense from a business point of view and can be clearly explained.

These more advanced models are usually made by multidisciplinary teams in close collaboration with our technology experts from KPMG Lighthouse.

Operational gains

Analytics tools also increase quality by providing a clear audit trail of data transformation to prepare it for analysis. This also facilitates (trading) updates in a much more streamlined manner, with the use of semi-automated data-flows.

Post deal integration

Several of the analyses conducted in the context of a deal are also relevant for the periodical management of a company. When the analyses are designed based on the source data, it is often possible to carry over company analyses in an efficient manner.

The migration of these analyses is usually done by multidisciplinary teams in close collaboration with our technology experts from KPMG Lighthouse.

Financial, commercial & strategic due diligence

In today’s financial climate, there is a premium placed on robust financial analysis when carrying out business deals. Error margins are thinner and investors and lenders do not look lightly upon poor decision-making and execution. Under these circumstances, due diligence and timely professional advice are essential to enhancing the quality of decisions buyers and sellers must take.

We offer financial, commercial and strategic due diligence services, both from a buy side and a vendor perspective. We’ll help you to investigate the key strategic investment hypotheses (including the market, the competition, the value levers active in the markets, the expected growth in the market…) and to realize the results you and your stakeholders desire. We do so with a forward-thinking approach to deal planning, execution, and integration.

The concept of our financial due diligence process is a detailed and systematic analysis of data from the target company in order to obtain an overall picture of the company in connection with the corporate deal. In particular, we put an emphasis on the identification and assessment of risks and opportunities when looking at assets, liabilities, financial position, and results of the target company.

Financial due diligence

Our approach to due diligence differs from a "traditional" analysis of a business. By understanding the rationale for your proposed investment, as well as those matters which you have already identified as being of concern to you, we will focus on the issues that are the most important for your investment decision.

Our approach aims to identify the value created by the transaction, including the analysis of:

Actual earnings (identification of one-off events and sustainable earnings)
Financial and other debt positions
Contingencies and exposures
Financial projections
Cash flow generators and capital expenditure
Working capital

Commercial & strategic due diligence

Your company operates in a market within a competitive field. We investigate key investment hypotheses including the competition and the market dynamics in order to assess the pressures and opportunities of the company.

Testing key strategic investment hypotheses: What key factors lead to a successful business in the future?

Market attractiveness: What does the market look like and what trends can we expect?

Target’s competitive position and performance: Who competes with the company in what field?

Management forecast evaluation: Can we support the projected topline and margins?

In a vendor due diligence process, KPMG performs an independent due diligence investigation from the view of a prospective buyer, ordered by you as a vendor. The vendor due diligence report constitutes a credible, independent report suitable for both corporate and financial buyers. It considers typical purchasers’ concerns, including opportunities as well as risks, and focuses on key value drivers.

Financial due diligence

The results of vendor due diligence are disclosed to potential buyers, but also provide useful information for the vendor to be well-prepared for the sale.

An alternative to vendor due diligence is vendor assistance, where we carry out pre-sale analysis and pre-sale due diligence, provide assistance in preparation of information memoranda, data rooms and competitive auctions addressing purchaser queries.

Commercial & strategic due diligence

Key strategic investment hypotheses are assessed including:

Market dynamics and market strategy
Competitive landscape
Operational improvement assessment
Management forecast evaluation

Financial due diligence

Contract assistance and completion procedures services: Focusing on a wide number of aspects of the draft sale and purchase agreement.

Pre-deal evaluation: Pre-deal evaluation involves initial assessment of a target company to identify key risks and potential deal breakers, using mainly publicly available information. This analysis is relevant to you if you are interested in acquiring or investing in another entity and would like to obtain initial information on the target prior to deciding on full-scope due diligence.

Lender assistance: We support financing banks and other institutions in their assessment of the financial performance of the borrowers throughout the stages of the financing process.

Commercial & strategic due diligence

Synergy assessment: What synergies can be achieved with the integration of companies.

Operational improvement assessment: Based on detailed data analysis we compare the operational efficiency of a company to internal benchmarks and with competitors, to derive potential for operational improvement.

Market potential assessment: We perform international studies to assess what markets could be interesting to explore with the current assets and core capabilities.

When megatrends hit your company, we help you to refocus on your core competences and redeploy these in new markets.

Financing

KPMG’s debt advisory team helps businesses, governments and special project vehicles to achieve their debt capital objectives, be it raising new debt, refinancing, or restructuring existing debt. With our real-time understanding of market conditions, funding structures, debt instruments and liquidity providers, we will help you make the right funding choices to achieve the optimal capital structure for your organization. Combining our experience, proven track record and leveraging our wide lender network, we can help you to swiftly execute your funding strategy, with minimal interruption to your day-to-day operations.

Structuring

Helping you identify the optimal capital structure based on the unique attributes of your business or project.

Business strategy, risk, cost, revenue analysis
Business plan understanding/drafting
Debt instrument identification & ranking
Debt capacity maximization
Financial modelling
Financing strategy

Arranging

Helping you obtain debt funding, striving for the cheapest and most flexible terms, from a wide range of sources.

Information memorandum drafting
Market sounding
Negotiation
Documentation
Model audit
Closing procedures

Post-deal

Helping you in managing, improving and enhancing the requirements imposed by your debt agreements (such as covenants, undertakings...)

ESG goals
Covenant monitoring
Compliance testing
Restructuring
Refinancing

M&A advisory

Our expert mergers and acquisitions team is here to support you on potential mergers, sales, and acquisitions, accompanying you each step of the way with advice that is specific, appropriate, and relevant to your company strategy and needs.

We’ll guide you throughout the various phases of an M&A transaction, from the very early stages as you contemplate the most strategic path forward, right through to the very last phase, during which we can assist you in concluding and signing an agreement.

Our key focus is on sell-side advisory missions, assisting you in selling your company, whether it be a family-owned business or a subsidiary of a larger corporate entity. We can also advise you during acquisitions, using our sector-based approach and expertise.

The overview below shows a typical M&A process, outlining the various phases during which we assist you as a seller in preparing the necessary documentation and materials, marketing the asset, managing potential bidders, and concluding a successful transaction.

Marketing & due dilligence

Discuss optimal sale strategy
Pricing analysis and align price expectations of shareholders
Prepare list of potential buyers together with you
Prepare and issue early marketing materials
Pre-market to selected buyers review of business plan assumptions
Assess potential transaction issues (buyer compatibility)

Educate & motivate potential buyers

Prepare confidentiality agreements
Finalize teaser
Prepare process letters and info memorandum
Draft management presentation
Establish due diligence process
Gather data room
Agree on sensitivity of data room content
Prepare VDD (financial/other)
Identify legal issues (reps and warranties)

Organize buyers' due diligence

Approach selected buyers with confidentiality agreements
Distribute process letter and information memorandum to first round bidders
Receive and evaluate non-binding offers
Select second-round bidders
Identify legal issues (reps and warranties)

Negotiation

Distribute process letter 2
VDD and DR available
Distribute draft Share Purchase Agreement (SPA)
Management discussions with selected buyers
Receive and evaluate binding offers (including SPA mark-up)

Prepare & complete negotiations

Select final buyer(s)
Confirmatory DD
Negotiation of SPA
Assistance in arrangements with any regulatory authorities
Public announcement prepare VDD (financial/other)
Identify legal issues (reps and warranties)

Restructuring

When it comes to restructuring, our aim is to be a ‘critical friend’, providing you with an independent assessment and challenge of your plans to test your robustness and determine the solution which delivers the highest value. Following this assessment, we’ll then focus on the development, implementation and review of an achievable restructuring plan that works for you and your organization.

Who

Banks

Before granting a new loan, a loan extension or a stand still
Before restructuring a loan
During the analysis of a potential covenant breach

Financial equity investors (PE houses)

Before subscribing to a capital increase
While considering funding options
While considering exit strategies

Private shareholders

While considering succession planning
While negotiating the financing for succession

Employees / management / Board of Directors

In order to have a clear picture of the company situation
Before subscribing to a stock option or stock purchase plan

Regulatory bodies

Before granting permits

What

An Independent Business Review (IBR) is a diagnosis of a business resulting in a report. This report can be used to provide stakeholders with an independent insight into the business situation of your company.

An IBR has the following characteristics:

It contains an independent view on the company
The analysis goes further than the historical financial situation. In order to assess the business situation, we analyze the strategy, the financial forecasts, the organization structure and the financing capacity
By performing a review of the plans originally prepared by the management, we guard our independence

Why

The key purpose of our work is to help you to restore confidence among your stakeholders and work out a constructive restructuring solution. We’ll discuss the options for various stakeholders and formulate our recommended solutions for each, based on an independent analysis of the business situation.

Provides an independent analysis of the status of a company or subsidiary
Provides robust challenge to forecasts
Highlights key risks and sensitivities
Highlights lead indicators
Details the options available to the stakeholders
Provides estimates of the value of a security on a breakup and going concern basis
Recommends the optimal solution

Valuation

We assist you in understanding the true value of businesses, shares and assets, in order to support management, company directors, shareholders as well as other internal and external stakeholders with their decision making.

We support large listed companies and multinational corporations, as well as smaller, privately owned businesses and local governments. You may need valuation advice in a number of different contexts or for different purposes. Discover our full range of valuation services.