A thorough company analysis is decisive for ensuring commercial success in mergers and acquisitions (“M&A”). Gulliksson has extensive M&A and due diligence experience with particular focus on companies with high-level intellectual property (“IP”) assets.
Due diligence is usually divided into sub-analyses with varying focuses, such as legal, commercial, financial, environmental and IP due diligence.
“A successful acquisition requires a range of investigations and assessments, especially to check that the transaction includes the IP assets required to continue the business. Gulliksson commands long-standing experience in complex transactions where IP assets are the strategically most important part of the acquisition. Gulliksson also has the expertise required to value IP rights and tailor agreements where such rights are transferred or commercialized,” says Hans-Anders Odh, who sees an increasingly strong need for strategic acquisitions of IP rights and correct IP due diligence.
A company’s property normally consists of both tangible and intangible assets. Intangible assets have come to make up an increasingly large share of a company’s value.
“It is no longer enough to merely state whether a company has intangible assets or not,” says Hans-Anders Odh.
The due diligence report must also include a qualitative analysis of what is protected, if it is relevant to the business, how sustainable the protection is and whether any deficiencies in the protection can be remedied. Moreover, the IP Due Diligence should include a freedom to operate investigation, i.e. an assessment of the risks that the business infringes third party rights. This type of analysis requires specialized expertise.
“We have a unique specialization in M&A and IP-related transactions. We assemble teams with a variety of specialized expertise and particular experience in complex M&A and patents, technology, trademarks, designs, agreements and other IP law aspects. We work according to a well-established methodology.”
Starting with the purpose of the acquisition is important to ensure an effective Due Diligence process. The parties normally initiate the process by signing a letter of intent. The next step is to obtain, analyse and value all information available in relation to the target company and review this information to see if the goals of the acquisition can be met at the proposed price. In addition, Gulliksson can assist clients with the entire legal Due Diligence and acquisition process and the agreements governing consideration, guarantees and other terms and conditions for the acquisition.
“We are often engaged in M&A where the target company has a substantial, strategic IP portfolio. We are one of the leading law firms in Sweden for advice regarding this type of transaction,” says Hans-Anders Odh, who often advises on and coordinates mergers and acquisitions with the rest of the Gulliksson team.
Gulliksson commands a unique position as one of the largest law firms in Sweden for IP law and the first choice of knowledge-intensive companies for business law matters.
Thanks to its specialized expertise, Gulliksson can provide the following services:
Advice throughout the due diligence process
Drafting of agreements tailored to the legal characteristics of the target company
Assistance in valuing IP rights
Assistance in setting reasonable expectations on the target company
Coordination of all advisers that may be required during the process
What does the Gulliksson due diligence process include?
A report clarifying what is being acquired, including an assessment of the risks and opportunities of the acquisition. This clarification provides an understanding of the target company and its commercial circumstances.
A thorough risk assessment enabling the purchaser to foresee and limit unintended events prior to signing the acquisition agreement. This means that the purchaser can identify and prepare the synergies that could arise from the acquisition.
A well-founded valuation with the due diligence analysis as the basis required for valuing the target company, which in turn facilitates determining the size of the consideration for the acquisition.
Would you like to learn more about how Gulliksson can assist you with mergers and acquisitions?
Please contact us:
Hans-Anders Odh, Partner
+46 70-347 57 45
hans-anders.odh@gulliksson.se
Gulliksson has extensive experience in due diligence processes, contract negotiations and financing issues, representing both purchasers and sellers. We adapt our work to the specific assignment and can also assist with project management and participate in tactical negotiations. We have established partnerships with accountants, tax experts, patent engineers and environmental experts, both in Sweden and abroad.
