Transaction Services

Only 20% of mergers and acquisitions increase shareholder value. The main reason is a lack of process. From the first handshake to the last, no one brings more innovative thinking to the table than our Transaction Services professionals, who are able to discover and quantify hidden value in every aspect of a deal.

PwC' Transaction Services practice helps companies to make acquisitions, divestments and strategic alliances. Our team is organised on a global basis to provide our clients with complete international coverage and worldwide industry knowledge. Our team works on thousands of deals around the world every year, helping clients evaluate every M&A decision point.

Financial due diligence

Financial due diligence analyses and validates the financial assumptions underpinning a deal. It looks at past trading experience using this to form a view of the future and confirms that there are no ”black holes” or prima facie errors. The components of the service include:

• Profit and loss and balance sheet due diligence
• Maintainable earnings analysis
• Future cash flows consideration

Our services are dedicated to both corporate and financial investors. 

Divestment services - vendor due diligence

Vendor due diligence is commissioned by the vendor at the beginning of the sale process. The vendor due diligence report is made available to all bidders and relied upon by the eventual acquirer. Our professionals provide vendors with an independent view of the business, encompassing its performance and prospects. Overall, vendor due diligence provides vendors with greater control over the sale process and the timing of the sale—which can, in turn, help secure a higher price for the business.

Environmental Due Diligence

Environmental due diligence identifies key environmental and social matters that are critical to creating a sustainable business and protecting shareholder value.

Legal Due Diligence

Our immediate goal would be centered around gaining on understanding of the Target’s legal risks. Accordingly, we would focus our work on those areas, which could be of concern to the investors, and those, which, from our experience, are significant value drivers in any transaction.

Tax due diligence

Tax due diligence helps to establish what tax related representations / warranties / indemnifications / purchase price adjustments are needed to protect the buyer, as well as to obtain information useful for structuring the acquisition and post acquisition tax planning. It primarily focuses on the assessment of the overall tax compliance, identification of substantial historical tax risks, recoverability of tax assets and identification of tax planning opportunities.

Tax structuring

Tax structuring involves a development of the most tax efficient acquisition / disposal structure with the goal to minimize and, where possible, eliminate tax leakage during the transaction steps. This includes an analysis of tax implications in every jurisdiction involved, pre-acquisition or disposal reorganizations, purchase price structuring, a review of the tax efficiency of the financing structures, including jurisdiction over financing vehicles, and financial modeling of the tax impact on business.

Commercial due diligence

A comprehensive market analysis is critical when going to outside your home territory.
A dedicated PwC team is ready to provide a detailed analysis of the target market as well as to thoroughly investigate your operational assumptions of the business being acquired.
We investigate business situations all over the world, leveraging experience in a wide variety of industries. We advise clients across the deal continuum – from market entry, commercial and operational due diligence, to post-deal business planning, synergy realisation and growth strategies.

Commercial due diligence and operational due diligence:

• Market and competitor analysis
• Customer referencing
• Operational and capability assessment
• Projections review
• Synergy analysis

Global capital markets

We provide services to Kazakhstani and international companies interested in conducting a public or private offering of securities on international capital markets, including those of the EU and the US.

Most of our clients are either issuing securities for the first time, or conducting secondary offerings to take advantage of the financing opportunities offered by the most attractive global capital markets.

We provide support at each stage of the public offering process. We advise our clients on the specifics of the offering process conducted by means of Global Depositary Receipts (GDRs), regulations and standard practices for public companies, how to select consultants. We also provide assurance services, including audits of financial reports and reviews of financial information in prospectuses.

As part of those activities, we assist companies in converting their financial statements to International Financial Reporting Standards (IFRS) or US Generally Accepted Accounting Principles (US GAAP). We also help our clients adapt their internal control and reporting systems to meet the requirements and expectations for public companies.

Our key assets are our knowledge of standard industry practices worldwide and the extensive experience of our consultants. Thanks to this, we are able to recommend comprehensive and effective capital markets solutions, tailored to the individual profiles and specific needs of our clients.