Mergers, Acquisitions & Divestments
Corporate finance and transaction advisory for acquisitions, mergers, business sales, carve-outs and asset transactions.
Planning an acquisition, merger or divestment and would like to discuss the transaction?
The problem we solve
Most mid-market transactions are determined by preparation long before the price is agreed.
Australian Corporate Financial Services Pty Ltd (AFSL 700205), part of the Auscorporate group, provides mergers, acquisitions and divestment advisory services to wholesale clients.
Buying, merging with or selling a business, whether in full, in part, or through the acquisition or divestment of specific assets, is a significant strategic and financial decision. Done well, a transaction should create value for shareholders, strengthen an organisation’s strategic position, or deliver a financial outcome that advances its broader objectives.
Many mid-market businesses approach a transaction without being genuinely transaction-ready. Businesses are rarely managed in a permanent state of sale-readiness and can be unprepared when an unsolicited approach is received, a shareholder decides to exit, or a strategic acquisition opportunity arises.
For an acquisition, readiness means having a clear investment rationale, funding strategy, valuation parameters, due diligence scope and integration plan before committing to a transaction. For a divestment, it means understanding what is being sold, how it should be positioned, the likely buyer universe, the value drivers and risks, and what should be addressed before approaching the market.
In either case, transaction readiness extends beyond assembling documents in a data room. It requires a transaction strategy that addresses valuation, structure, negotiation, stakeholder engagement, financing, due diligence, and execution, as well as the legal and regulatory matters relevant to the transaction. These may include competition, foreign investment, securities and industry-specific requirements.
Australian Corporate Financial Services works with founders, shareholders, boards, executives and investors to prepare for, structure and execute mergers, acquisitions and divestments. Our objective is to help clients make informed decisions, preserve negotiating leverage and maintain a clear focus on the commercial and financial outcome throughout the transaction.
Common challenges include:
Allowing emotion, urgency or deal momentum to drive decision-making.
Going to market before the business, financial information, or data room is ready.
Entering negotiations with valuation expectations that have not been tested against market evidence.
Providing financial or commercial information that does not withstand buyer or lender scrutiny.
Delays in obtaining board, shareholder, legal or regulatory approvals.
Overpaying, or accepting inappropriate risk, because due diligence has been scoped too narrowly.
Failing to identify issues that may be used to re-trade price or seek additional contractual protection.
Leaving integration, separation or employee planning until after the principal commercial terms have been agreed.
Engaging advisers whose licensing, experience, scope or commercial terms are not appropriate for the transaction.
Failing to consider warranty and indemnity insurance, escrow arrangements, vendor finance and other mechanisms for allocating or mitigating transaction risk.
Transactions become more complex when owners are exiting for the first time, multiple shareholders are involved, the business is undergoing change, or the counterparty is a larger corporate, private equity fund or strategic investor with greater transactional experience.
We help clients approach that complexity with preparation, commercial discipline and a clear understanding of the decisions that matter.
Our approach
Whether a client is acquiring, merging or divesting, we take a structured, commercially grounded approach. We do not treat an M&A mandate as a simple brokerage exercise. A transaction should be prepared, tested and negotiated as a material corporate decision, and the economics need to remain sound after the transaction completes.
Our approach is built on six key principles:
Understand the market and align objectives
We start by understanding what our client wants the transaction to achieve and assessing that objective against prevailing market conditions. We consider valuation benchmarks, comparable transactions, the likely buyer or target universe and other market intelligence to identify the principal value drivers and establish a clear transaction brief.
We also consider structural and regulatory factors that may affect execution, including constitutional and shareholder rights and, where relevant, competition, foreign investment, securities and industry-specific regulatory requirements. We ensure that potential constraints are identified before commercial terms are agreed upon, rather than during the final stages of a transaction.
Prepare before going to market or making an offer
Preparation materially influences transaction outcomes.
For a divestment, we help ensure the business or assets are sale-ready before they are presented to prospective buyers. This includes reviewing the financial, commercial and operational position of the business, identifying risks and dependencies, considering matters that may affect valuation or be used to re-trade price, and determining the information a buyer is likely to require. We assist with data rooms, information memoranda, financial information and other transaction materials in a form appropriate for the market.
For an acquisition, we approach the same issues from the buyer’s perspective. We establish the due diligence scope, interrogate vendor information and test the assumptions supporting the price, including earnings, working capital, cash flow, customer concentration, key contracts, owner dependencies and other material matters. We then help identify which risks should be reflected in price, structure or the protections negotiated in the transaction documents.
Apply commercial rigour
We help our clients establish and evaluate the commercial terms of a transaction, whether setting the terms of a divestment or developing an acquisition proposal.
This can include valuation methodology, consideration and payment structure, transaction form, working capital and completion mechanisms, earn-outs and other contingent consideration, escrow arrangements, vendor finance, acquisition funding and relevant tax and GST matters requiring specialist advice.
We prepare and review commercial transaction materials such as indicative offers, expressions of interest, term sheets and heads of agreement, and assist clients in negotiating the underlying commercial principles. Where lawyers, tax advisers, brokers or other specialists are required, we assist in defining the commercial scope of their work and coordinating it with the transaction strategy.
We work with the client’s legal advisers to ensure the agreed commercial position is accurately reflected in definitive transaction documentation, without conflating commercial advice with legal advice.
Assess cultural and organisational alignment
Financial and strategic alignment alone does not determine whether a transaction will be successful. Culture, leadership, operating practices, management capability and expectations between counterparties can materially affect integration and whether the anticipated value of a transaction is ultimately realised.
We consider these matters as part of transaction assessment and help clients identify integration, stakeholder and organisational risks before they become post-completion problems.
Negotiate with confidence
When an offer is made or received, we support clients through the commercial negotiation process and can represent them in transaction discussions.
Our focus is on maintaining negotiating discipline, understanding how each concession affects the economics, and testing proposed movements in price, structure, or risk allocation against the objectives established at the outset. The objective is not simply to reach an agreement; it is to reach an agreement that still makes commercial sense.
Maintain governance and transaction discipline
Transactions require clear decision-making, disciplined documentation and appropriate governance throughout the process. We help clients maintain a structured transaction process, including documenting key commercial decisions, coordinating advisers, managing approval pathways and tracking agreed terms through due diligence and negotiation. Where definitive legal documentation is required, we work alongside our client’s solicitors or our legal partners to provide commercial instructions, review transaction and financial documents, and assist the client in understanding and negotiating the commercial effect of proposed amendments
What we deliver
The scope of an engagement depends on whether we are advising on the buy-side, sell-side or a broader ownership or restructuring transaction. Typical deliverables include:
Transaction strategy and acquisition or sale-readiness assessments.
Business valuations and transaction valuation analysis.
Financial modelling, scenario analysis and assessment of transaction economics.
Target identification, screening, profiling and approach strategy.
Buyer identification, screening and controlled market approach planning.
Expressions of interest, indicative offers, information memoranda, term sheets and other commercial transaction materials.
Buy-side and sell-side financial and commercial due diligence.
Counterparty assessment, including ultimate beneficial ownership, capacity, creditworthiness and appropriate identity and AML/CTF enquiries.
Data room strategy, preparation, review and management.
Deal structuring, including consideration mechanisms, earn-outs, escrow arrangements and vendor finance.
Working capital, completion accounts, and other completion-mechanism analysis.
Commercial negotiation and transaction meeting support.
Transaction governance, board reporting and approval planning.
Coordination with legal, taxation, financing and other specialist advisers.
Integration, separation, handover and transition planning.
Where a transaction creates broader accounting, workforce, governance or operational requirements, clients may also access separately scoped support from other members of the Auscorporate group.
Why engage us?
Australian Corporate Financial Services brings together executive experience, corporate finance, accounting discipline and transaction advisory capability. That combination matters in the mid-market because the issues that affect value are not confined to a valuation model or transaction timetable. They may sit in a customer contract, an owner dependency, a working capital pattern, a shareholder right, a funding constraint, a management issue or an integration risk.
Organisations engage us because we offer:
Senior commercial judgement. Our advisers bring executive and transaction experience to the engagement and remain focused on the decisions that affect value, risk and the client’s negotiating position.
Deep familiarity with mid-market businesses. Across the broader Auscorporate group, we regularly work with founder-led, privately owned and multi-shareholder businesses where ownership dynamics, information quality, management capacity and stakeholder alignment can materially shape the transaction. We understand these businesses from a practical standpoint, something that sets us apart from investment bank-only advisors.
Financial capability grounded in the accounting discipline. We understand financial statements, quality of earnings, working capital, cash flow, forecasting and commercial modelling, allowing us to test the financial assumptions on which transaction value depends.
A broader view of transaction risk. We consider financial, commercial, operational, governance and stakeholder issues together, rather than treating due diligence, negotiation and implementation as disconnected workstreams.
Independent advice on whether and how to proceed. Our role is to test the transaction against our client’s objectives, including where the right advice is to change the structure, change the price, defer the process or not proceed.
Continuity before and after completion. Through the broader Auscorporate group, clients can access separately scoped support for integration, financial management, governance, organisational change, and other requirements arising from the transaction.
Important information
Australian Corporate Financial Services Pty Ltd (AFSL 700205), part of the Auscorporate Group, provides financial services to wholesale clients only. The information on this page is general in nature and does not constitute investment, legal or taxation advice. The material presented on this webpage is intended solely for use by “wholesale clients” within the meaning of the Corporations Act 2001(Cth).
This webpage is intended to provide general information only and has been prepared without taking into account any person’s objectives, financial situation or needs. Before acting on any information contained on this page, this website or in any document made available through it, you should consider whether the information is appropriate having regard to your objectives, financial situation and needs. You should also obtain appropriate independent taxation, legal and other professional advice before making any decision or taking any action.
Case Studies
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Case 1 | Software Provider - Energy & Community Housing
A long-established enterprise software provider operating across the community housing and energy sectors reached a point where its shareholders needed to make a material decision about the future of the business. After almost three decades of operation, continued ownership would require significant investment in the technology platform and delivery model to meet changing customer and regulatory requirements.
The shareholders wanted to understand whether they should reinvest and modernise the platform, restructure the business, or pursue a divestment to an owner with the capital and capability to undertake the next stage of investment.
Although a sale had previously been contemplated, the business was not transaction-ready. Historical financial information had not been prepared for external investor scrutiny, different revenue streams were not sufficiently separated and the existing reporting did not clearly explain the underlying economics of the business. These issues made it difficult to establish sustainable earnings, understand future investment requirements and support a valuation.
We reconstructed and analysed the financial position of the business, reconciled liabilities and developed transaction-specific financial schedules to provide a clearer view of its underlying performance. Particular attention was given to recurring and non-recurring revenue, customer contracts, operating costs, product economics and the investment required to modernise the platform.
We also developed forward-looking financial analysis to demonstrate how the business could perform under different investment and ownership scenarios. This allowed the shareholders to better understand the economics of retaining the business while also providing the financial information a prospective acquirer would require to assess value and future investment.
Alongside the financial work, we advised on transaction readiness, sequencing, likely buyer requirements and the commercial issues that would need to be addressed before approaching the market. This included considering how the company's established customer relationships, recurring revenues, intellectual property and position within regulated customer markets could be presented while being transparent about the investment required in the underlying technology.
The work provided the shareholders with a substantially clearer basis on which to assess their strategic options and enabled the business to progress towards a divestment process with financial information and transaction materials capable of supporting buyer due diligence.
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Case 2 | Canberra Hospitality Venue - Asset Sale
A prominent Canberra hospitality venue reached a natural transition point as its owners considered the future direction of the business and the broader group. Operating in an increasingly competitive market with increasing overheads, the business had built a strong brand presence and consistently delivered trading performance, but required new investment and operational focus to support its next stage of growth. The owners made a strategic decision to explore an asset sale that would both preserve the venue’s identity and enable the group to reallocate capital to higher-priority initiatives.
Auscorporate was engaged to support the divestment from initial preparation through to final negotiations. Our early work focused on establishing a clear commercial and financial position for the venue. This involved reviewing historical performance, clarifying cost structures, analysing trading patterns, normalising earnings, and identifying the most relevant value drivers for potential buyers. We prepared sale-ready financial schedules and supporting documentation that outlined performance, operating rhythms, key dependencies, and opportunities for future growth.
With a comprehensive set of due diligence information in place, we guided the owners on buyer identification, positioning, and engagement. We engaged our legal partners as advisors via commercial briefs, supported the negotiation process, and helped align the transaction terms with the owners’ objectives. Our involvement ensured the sale remained structured, transparent, and well-sequenced commercially, reducing risks and maintaining value throughout the process.
The venue was successfully sold to a purchaser aligned with its brand and operational vision. The transaction enabled a smooth transition for staff and customers, protected the venue’s market position and allowed the owning group to redeploy capital into strategic initiatives across its broader portfolio. The structured preparation and disciplined process contributed directly to an efficient sale and a positive outcome for all parties.
FAQs
What should I look for in an M&A Advisor?
An M&A adviser should bring more than the ability to introduce a buyer or manage a transaction timetable. They should be capable of understanding the business’s financial position, assessing value, identifying commercial risk, testing the proposed transaction structure, and supporting the client through due diligence and negotiation.
Relevant transaction experience is important, but so is understanding how businesses actually operate. In the mid-market, issues affecting value frequently sit outside the headline financial statements and may include customer concentration, working capital, owner dependencies, intellectual property, key employees, contractual rights, funding requirements and shareholder expectations.
You should also understand who will actually work on the transaction, how the adviser is remunerated, whether there are any conflicts of interest and whether the adviser holds an AFSL.
Australian Corporate Financial Services Pty Ltd holds Australian Financial Services Licence 700205 and provides financial services to wholesale clients.
How long does an acquisition or business sale take?
There is no standard timeframe. The duration of a transaction depends on factors including the complexity of the business, the quality of the available financial and commercial information, shareholder alignment, financing requirements, the identity of the counterparty, and the extent of due diligence and regulatory approvals required.
Some transactions can take several months to progress. Others benefit from a longer period of preparation before approaching a buyer or making an offer.
What is the difference between a share sale and an asset or business sale?
The distinction is important because the legal entity, assets and liabilities being transferred are different.
In a share sale, the buyer acquires shares in the company that owns and operates the business. The company itself continues to own its assets, employ its employees, hold its contracts and remain responsible for its liabilities. What changes is the company’s ownership.
In an asset or business sale, the seller transfers agreed assets, rights and, where applicable, liabilities to the buyer. These may include plant and equipment, intellectual property, inventory, customer contracts, business names, goodwill and other assets required to operate the business. Assets and liabilities that are not part of the transaction can generally remain with the seller, subject to the transaction structure and relevant legal requirements.
The appropriate structure depends on the circumstances of the transaction. Taxation, GST, financing, employee arrangements, contractual consents, licences, securities and risk allocation can all influence whether a share sale or asset sale is commercially preferable.
We work with clients and their legal and taxation advisers to assess the financial and commercial implications of the available structures before the transaction terms are settled.
Can I sell only part of a business or particular assets?
Yes. A transaction does not need to involve the sale of an entire company or business.
A company may divest a particular business unit, intellectual property portfolio, customer book, brand, property, equipment or other assets while retaining the remainder of its operations. A transaction involving the separation of part of an operating business is often referred to as a carve-out.
These transactions can require more preparation than a straightforward sale because it is necessary to determine precisely what is transferring and what remains behind. Shared employees, systems, contracts, licences, intellectual property, premises and overheads may need to be separated or addressed through transitional arrangements.
We help clients understand the economics of the proposed separation, identify dependencies and prepare the business or assets for a transaction.
Can you advise on the sale or acquisition of a franchise?
Yes. A franchise transaction requires additional consideration because the franchisee does not have complete control over all aspects of the transaction.
The franchise agreement and the Franchising Code of Conduct can affect the process, including the transfer of the franchise agreement and the requirement to obtain the franchisor’s consent. A franchisor may also impose legitimate transfer conditions, and the incoming franchisee may need to satisfy the franchisor’s selection and approval requirements.
The remaining term of the franchise agreement, renewal rights, transfer fees, refurbishment obligations, lease arrangements and the incoming buyer’s ability to operate within the franchise system can also materially affect value.
We can advise on the financial and commercial aspects of the transaction and work alongside the client’s solicitor on the franchise agreement, disclosure requirements and other legal matters.
Do you provide support after a transaction completes?
Yes. Completion is an important milestone, but it is not necessarily the point where all financial and operational consequences of a transaction have been resolved.
Following an acquisition or merger, the priorities may include integrating financial systems, employees, management structures, contracts, reporting, governance and operating processes. Following a divestment, there may be separation activities, transitional arrangements, completion accounts or changes required within the remaining business.
For founders and shareholders who have exited a business, the issues may differ. They may be considering another acquisition, establishing a new venture, reinvesting capital or determining what role they want to play next.
Australian Corporate Financial Services can remain involved in the transaction and transition process, and clients can also access scoped accounting, governance, organisational and strategic advisory support separately through the broader Auscorporate group where required.
Can you advise on distressed business or asset sales?
Yes, although distressed transactions require particular care.
A distressed sale does not necessarily mean that an asset will be sold below market value. It may, however, involve financial pressure, limited liquidity, compressed transaction timeframes, secured creditors or circumstances in which the seller has less flexibility than would ordinarily be available.
We work with clients, insolvency practitioners and legal advisers where appropriate to assess value, understand creditor and security positions, structure the commercial terms and determine whether a proposed transaction is capable of proceeding.
Not every distressed asset can be sold on the terms an owner may initially contemplate, and identifying those constraints early is important.
Can you help with a management buyout?
Yes. A management buyout, or MBO, can be an attractive succession or ownership transition because the proposed buyers already understand the business, its market and many of its operational risks.
That familiarity can reduce some of the information asymmetry typical of an acquisition, but an MBO presents its own challenges. Management needs to determine a fair value for the business, establish how the acquisition will be funded, negotiate with existing owners and manage the potential conflicts that arise when an executive or employee becomes a prospective buyer.
We can provide an independent financial and commercial perspective, including valuation, transaction modelling, funding strategy, deal structure, due diligence and negotiation support.
For an owner considering selling to management, we can also assess whether the proposed transaction represents an appropriate commercial outcome compared with other succession or divestment options.
How do you work with solicitors, accountants and other advisers?
We do not seek to replace the client’s solicitor, tax adviser or other specialist advisers. Each performs a different role in a transaction.
Australian Corporate Financial Services provides corporate finance, financial and commercial transaction advice and dealing. Where an intermediary is appropriate, we can assist the client in considering the scope of the appointment, the proposed market approach and the commercial terms of the engagement, including exclusivity and fee arrangements.
We work closely with our client’s solicitors throughout a transaction. Our role may include developing the commercial terms, preparing transaction briefs and instructions, participating in negotiations and reviewing proposed documentation from a financial and commercial perspective. The solicitor remains responsible for legal advice and the preparation or review of definitive legal documentation.
Our role is also to help keep the different workstreams connected. A change negotiated in a transaction document can have a financial consequence; a due diligence finding can affect valuation; and a financing condition can change the appropriate transaction structure. Those issues need to be considered together.