Buy-Side Success, Giving the Pre-emptive Bidder the Winning Advantage

Our team helped overcome the challenges of limited data and a tight timeframe to reconstruct the historic financials and build a robust, driver-based forecast model, which underpinned the presentation to the Investment Committee and subsequent successful acquisition of a pharmaceutical business. We worked side-by-side with the CF advisor and the potential buyer to prioritise key requirements and deliver fit-for-purpose outputs demonstrating a clear growth strategy and provide confidence in the underlying financials.

The Client’s Challenges

The business faced several critical obstacles which needed to be overcome in the exclusivity period:

• Data-Light Environment: Limited historic financial data and no existing forecast model created challenges in preparing sufficiently granular information on a consistent basis to support the Investment Committee’s requirements.
• Limited access to management: The management team was lean and lacked a full time CFO, with reduced capacity to support a complex, time-pressured process.
• Urgent Need for credibility: With financial due diligence looming, the business needed to quickly establish a credible financial foundation to avoid undermining Investment Committee confidence.
• Alignment with growth strategy: It was essential to prioritise and present the key commercial growth drivers and associated KPIs that would articulate the equity story and evidence the achievability of the buyers target returns.

Our Solution

Creating a Credible Historical Data Pack

Working with the CF advisor, the information that had been provided and intermittent access to management, we rapidly built a fit-for-purpose financial foundation, which acted as a single version of the truth and could be shared with 3rd parties.

• Presentation of underlying EBITDA: Presented a true picture of EBITDA through identifying add backs, R&D spend and any other normalisation adjustments.
• Comprehensive gross margin analysis: Margin analysis by product type to inform business plan design and highlight profitability drivers.
• Reconstructed management accounts, including Balance Sheet and Cash flow: Enabled reliable historical working capital and cash flow analysis and provided clarity on past performance.
• Analysed historic capex: Helped acquirers understand investment patterns and capital allocation.
• Real-time data updates: Delivered refreshed data throughout the transaction to support the CF advisor and ensure alignment with evolving deal requirements.

Delivering a Dynamic, Driver-Based Forecast Model

We developed a flexible, insightful forecast model that told a clear, data-driven story.

• Demonstrated growth strategy: Factored in additional manufacturing sites, staffing by production suite, and associated capex.
• Scenario and sensitivity analysis: Enabled management to flex assumptions around site launches, output per head, and revenue generation in order to stress test forecast and articulate to Investment Committee.
• Alignment with Investment Case: Ensured the model supported both the CF advisor’s and buyer’s requirements, providing a single version of the truth.
• Accelerated Deal Close: The deal was closed within 4 weeks from our involvement.

The CF advisor and potential buyer were able to use the forecast model to clearly communicate the future growth strategy and stress test this for presentation to the investment committee.

The Impact

• Empowered decision-making: Stakeholders gained clarity and confidence in the numbers, enabling informed decision making based on the robust financials throughout the transaction.
• Successful acquisition: The business was presented in a way that allowed the buyer to understand the commercial story and key value drivers, leading to a successful process.
• Reduced pressure on stakeholders: Our support freed up advisors to focus on the deal itself, knowing the financials were robust and transaction-ready.

“Buyers don’t just need data – they need clarity and confidence. In time-sensitive transactions, we prioritised focus on the fundamentals that drive value and de-risk the process. Our goal is always to take pressure off the management team and advisors so they can focus on the deal itself, knowing the financials are in safe hands.” – Swan Partners