11

Due Diligence

Assisting an international operator in the acquisition of a company to obtain synergies in the context of future tenders

Objective

The international operator intends to acquire an operator already active in the Italian TPL in order to facilitate participation in new future tenders.

The Due Diligence task arose after two previous analyzes aimed at identifying entry and growth opportunities in the Italian LPT market for the foreign operator.

Previous analyzes concerned:

1st analysis

The objective of the analysis was to identify the next local public transport tenders.
The analysis led the operator to focus on the Regions of the North and Centre, target areas in line with the strategy to be adopted.
The best strategy identified by the operator is to enter Italy through the acquisition of profitable medium-sized companies in strategically targeted regions.

2nd analysis

The objective of the analysis was to identify and analyze private operators ​​small and medium-sized, which currently operate a public transport service and which could be acquired.
For each operator identified, a summary diagram was created with the following information:

  • Budget analysis of the last 4 years:
    • Evolution of revenues;
    • EBITDA, EBIT and evolution of net profit;
    • Debt evolution;
    • Share composition.
  • Analysis of the managed transport service;
  • Management data: no. of buses, no. of employees; KPI analysis.
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Definition of a Project Team

The project team consisted of:

  • Legal Expert: offers legal assistance in the legal and administrative analysis phase.

  • Technical Expert: supports the elaboration of the technical analysis of the bus fleet, the depots and the evaluation of the installation.

  • Financial Economic Expert: offers assistance in the analysis of economic and financial data.

  • Personnel Expert: supports personnel analysis.

  • Operator's internal project coordinator: this professional figure participates in all the methodological phases and is part of the Steering Committee of the Project.

  • Steering Committee: defines the project strategy together with the operator. It is made up of the Basco&T Team Leader and the operator.

    A progetti

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First contact with the selected companies

Two of the three companies have been chosen for the acquisition process. At this stage, the terms of the corporate due diligence were agreed between the parties and a non-disclosure agreement was signed.

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Start Due Diligence

Phase A

In the first phase of the Due Diligence, the following documentation was collected:

  • Checklist of necessary data and documents;

  • Creating and sharing a Deal Room;

  • Collection of necessary data.

Phase B

Subsequently, it was carried out analysis of all documents shared and concerns

  1. Legal and Administrative Analysis:
    • Company Statute;
    • Register of shareholders;
    • Financing/leasing/service/supplier agreements.
  2. Technical analysis:
    • Bus fleet and depots;
    • Evaluation of the bus fleet;
    • Evaluation of the installation;
    • Evaluation of possible investments;
    • Final evaluation.
  3. Personnel analysis:
    • Pending disputes;
    • Organization chart
    • Cost of personnel by type;
    • Union agreements (II level).
  4. Financial and Economic Analysis:
    • EBIT, profit margin, revenue analysis;
    • KPI (comparison with reference benchmark);
    • Maintenance costs.

Phase C

Finally, it was defined the final report, including the final price range, containing:

  • The risk matrix;
  • The prospective business plan;
  • The Book of Hypotheses;
  • The range of values of the companies;
  • The new tender opportunities for local public transport;
  • The Investment Plan.

 

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Offer formulation and negotiation phase

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Closing of deal and transfer of shares