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      The successful implementation of a corporate transaction and the realisation of the envisaged transaction value depend on detailed, effective and robust provisions on the transaction structure, purchase price calculation and guarantees being set out in the sale and purchase agreement (SPA).

      Detailed, effective and resilient

      An important part of this is to ensure that the contractual calculation of the price works as agreed and that the issues identified in the due diligence are taken into account. Regardless of whether locked box, completion accounts, earn-out or a combination of these is agreed, each of these mechanisms can have a significant impact on the transaction value.

      Our range of services

      We support our customers in concluding their corporate transaction at a favourable purchase price.

      Our team, consisting of experts experienced in purchase agreement negotiations, due diligence specialists, forensic accounting and M&A dispute resolution experts, brings a strong mix of experience in all aspects of the transaction process.

      Experience from:

      • structuring more than one hundred SPAs annually
      • assisting countless clients throughout the entire transaction process from signing to purchase price determination after closing
      • supporting numerous clients in resolving complex transactions and purchase price disputes.
      • Our services
        • Advice on purchase price structuring from a financial perspective
        • Analysis of locked box transactions (locked box papers)
        • Negotiation support before signing the purchase agreement
        • Preparation and analysis of closing accounts
        • Covenants & Leakage Reviews
        • Post-closing negotiation support
        • Acting as expert witness in the context of M&A disputes
        • Acting as a neutral expert

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      Your contact

      Christoph Kaiser

      Partner, Deal Advisory, COO Deal Advisory

      KPMG AG Wirtschaftsprüfungsgesellschaft