Client
A diversified Saudi industrial group seeking to divest a non-core manufacturing business to focus capital and management attention on its strategic core, in a market where industrial consolidation and foreign investor interest were rising under Vision 2030's industrial and investment agenda. The group engaged Saudi Strategy Advisory to provide sell-side M&A advisory to maximise value and execute a successful disposal.
Issues
- Undefined Equity Story: The business lacked a compelling, evidence-based equity story articulating its market position, growth potential, and standalone value to prospective buyers, limiting its appeal and the price it could command.
- Value & Positioning Uncertainty: The group lacked an independent view of the business's fair value and the value-creation levers a buyer could pursue, leaving it poorly positioned to set expectations and negotiate effectively.
- Limited Buyer Universe Visibility: The group had not systematically identified the universe of strategic and financial buyers, domestic and international, most likely to value the business highly, risking a narrow process and a suboptimal outcome.
- Carve-Out Complexity: As part of a larger group, the business shared services, contracts, and infrastructure with the parent. Separating it cleanly raised carve-out complexity that, if unaddressed, could deter buyers or depress value.
- Process & Disclosure Readiness: The business was not prepared for the scrutiny of a competitive sale process, lacking the data, documentation, and diligence readiness required to run an efficient process and sustain buyer confidence.
Solution
Saudi Strategy Advisory was engaged to provide end-to-end sell-side M&A advisory — supporting the group with valuation and positioning, equity-story development, buyer identification, carve-out and diligence preparation, and process management to maximise value and achieve a successful divestiture.
Approach
- Valuation & Value-Lever Analysis: Conducted an independent valuation of the business and identified the commercial, operational, and strategic value levers a buyer could pursue, establishing a robust basis for price expectations and negotiation.
- Equity Story & Positioning: Developed a compelling, evidence-based equity story and information materials articulating the business's market position, growth potential, and standalone and synergistic value, tailored to the priorities of different buyer types.
- Buyer Identification & Mapping: Systematically identified and prioritised the universe of strategic and financial buyers, domestic and international, most likely to value the business highly, and developed a tailored engagement approach for each priority buyer.
- Carve-Out & Diligence Preparation: Assessed the carve-out requirements separating the business from the parent's shared services, contracts, and infrastructure, and prepared the data, documentation, and vendor diligence required to support an efficient, confidence-sustaining process.
- Process Management & Negotiation Support: Designed and managed a structured, competitive sale process and supported negotiation and transaction execution to maximise tension between buyers and secure the best achievable terms for the group.
Recommendations
- Competitive, Targeted Process: Recommended running a focused competitive process targeting the buyers most able to extract synergies, particularly international strategic acquirers seeking Saudi market entry, to create tension and maximise valuation rather than a broad, unfocused auction.
- Value-Creation Narrative: Recommended positioning the business around the specific value-creation levers a buyer could realise, enabling buyers to underwrite a higher price by clearly seeing the upside available to them post-acquisition.
- Proactive Carve-Out Planning: Recommended resolving carve-out and transitional-services arrangements proactively before launching the process, removing a common source of buyer uncertainty and price erosion late in negotiations.
- Vendor Due Diligence: Recommended commissioning vendor due diligence and preparing a complete data room in advance, accelerating the process, sustaining buyer confidence, and reducing the risk of value-eroding surprises during buyer diligence.
Engagement ROI
- Value Maximisation: The competitive process and value-creation positioning generated multiple competing bids and supported a final price approximately 18% above the group's initial valuation expectation for the business.
- Broadened Buyer Competition: Systematic buyer identification surfaced international strategic acquirers the group had not previously engaged, materially broadening competition and strengthening its negotiating position.
- Efficient Execution: Proactive carve-out planning and vendor due diligence enabled an efficient process and a smooth path to signing, reducing the time to completion and limiting management distraction from the core business.
- Protected Deal Certainty: Advance preparation and disclosure readiness sustained buyer confidence through diligence, reducing the risk of price chips and late renegotiation that commonly erode value in unprepared sale processes.
- Strategic Refocus: The successful divestiture released capital and management capacity for redeployment into the group's strategic core, delivering value beyond the transaction proceeds themselves.
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