M&A and SMEs

From the Investment Thesis to the Valuation and Investment Definition for an M&A, ensure that your strategy is oriented to the maximum generation and capture of value.

The Visagio methodology for Strategic M&A Analysis consists of 4 main steps:

• Definition of the Investment Thesis: The definition of the investment thesis is key to the direction of studies and construction of Business Plan scenarios. Thus, we work together with business leaders with the objective of detailing and unfolding the business strategy in investment theses and defining criteria for evaluating and prioritizing targets by thesis.
  
• Assessment: In addition to being the basis for constructing scenarios, studies are a first step in surveying risk opportunities. The assessments are divided into 2 stages - Inside-Out and Outside-In, ensuring a broad view of the target's internal situation based on strategic analyses (commercial, customer, operation, financial, etc.) and assessment of the current and future scenario of the inserted sector considering its history, projections and trends, in addition to the competitive environment.
  
• Business Plan Construction and Quantification of Synergies: Based on the thesis, sector studies, target analysis and identification of gaps and opportunities, discussion rounds (workshops) and construction of scenarios are held to support the quantification of synergies and assessment of the expectation of future business results once integrated.
  
• Valuation and Investment Decision: Based on the scenarios collected, valuation and decision-making about the investment in the target are calculated.

The effective execution of a Post-Merger Integration (PMI) process is one of the key factors that determine the success of a merger or acquisition. Without a structured approach, organizations risk facing challenges such as strategic misalignment, loss of talent, difficulties in capturing synergies, and negative impacts on business operations.

In this context, Visagio supports companies in building the PMI Playbook, preparing them for future mergers and acquisitions challenges. The main objective of the Post-Merger Integration Playbook (PMI) is to standardize and guide the execution of the integration, ensuring that the process is conducted efficiently, with the minimization of risks and the maximization of synergies. For this purpose, the following products are delivered:

• Integration Framework — Structured model with PMI phases, frameworks, and workflows
  
• Governance Model — Management structure, roles and responsibilities of the teams involved
  
• Best Practice Guides — Guidelines for key areas, such as culture, operations, finance, IT, and HR
  
• Tools and Templates — Standardized templates for integration planning, monitoring, and reporting
  
• Synergy Plan — Methodology for identifying, measuring and capturing value
  
• Communication and Engagement Management — Strategies to align expectations and ensure stakeholder engagement
  
• Checklists and Success Indicators — Objective criteria for monitoring and evaluating integration

The preparation of the Business Plan is what guarantees conscious decision-making about the next steps in your negotiation.

The Business Plan consists of the potential assessment of the business based on the understanding of the revenue generation model and collection of inputs and operational and financial parameters.

Visagio supports its clients in structuring the BP acquisition process using the following products:

• Analysis of consumer trends in the sector, with winning products in the short, medium and long term for better strategic planning of the company
  
• Understanding the regionalized consumption profile for a better geographical layout of the products offered by the company
  
• Comparison of the company's level of expenditure with the history and with similar players to reduce expenses, through synergies
  
• Analysis of operational indicators — such as liquidity and inventory — to improve operating results through optimizations (logistics, procedural, and others)
  
• Pursuit of digital excellence, including all areas of the company in systems that enable accelerated and organized sales growth

M&A processes involve important changes in the teams of both companies, so it is extremely important to have a Change Management process capable of identifying and minimizing the impacts inherent to these movements.

Visagio seeks to assist M&A processes to ensure successful operations, mitigating common strategic risks in integrations through 4 pillars:

• Culture Management: Mapping of key and non-negotiable cultural aspects, Monitoring of cultural deviations, and design and implementation of actions to strengthen and disseminate culture
  

• Communication and Climate Management: Designing clear strategies and plans for communication, Conducting climate research to constantly monitor engagement, Monitoring/managing mapped critical cases
  

• Management of key people and leaders: Definition of clear roles and responsibilities for leaders and key people, Construction of a transition plan for changing positions, Schedule of periodic conversations with key people
  

• Information Management, policies and procedures: Design of a schedule for the construction of new policies/revision of the old ones, Best practice training for key functions, Monitoring of registration/ formalization

Integration planning is the key to capturing the synergies and benefits estimated by the Business Plan.

Integration Planning plays an important role in defining tactical drivers in order to bring agility to the process of building the 100-day Plan, in order to capture synergies, implement quick wins and mitigate risks.

Visagio operates in the Integration Planning process through the following pillars:

• Governance Implementation: One of the most important stages of integration is the design of the organizational structure, which will support the processes, guaranteeing the expected results. Visagio supports the design and implementation of the Executive Integration Committee and Business Subcommittees, with the objective of ensuring that all gains are being captured and specific actions are being addressed and aligned.
  
• Integration Plan: Visagio works to design the Integration Plan, which will incorporate the main pre- and post-deal actions, ensuring a complete view of the implementation roadmap and definition of the initial strategies defined together with the company's leaders.

The monitoring and governance of the post-deal process are fundamental to guarantee gains and greater effectiveness of changes.

As a result of the Integration preparation process, Visagio acts to ensure that the execution of the actions will follow the design and definition of the main products and the deployment roadmap as planned. In addition, we monitor the evolution of capturing synergies and monitoring the main indicators of Integration.

Key products and deliverables from this stage include:

• Integration Plan — Monitoring and refinement of the integration plan, ensuring the engagement of the leaders involved and compliance with the actions according to the integration schedule
  
• Integration Governance — Implementation of the management structure with committees, rituals, and performance indicators to monitor actions.
• Synergy Management — Implementation and monitoring of expected synergies, including savings, revenue growth, and operational efficiency
  
• Communication Plan — Implementation of the strategy for engaging internal and external stakeholders, mitigating risks of misalignment and resistance
  
• Cultural and Organizational Integration — Implementation of guidelines for the alignment of culture, values, organizational structure, and talent management
  
• Integration of Processes and Systems — Harmonization of operations, technology, and infrastructure to ensure continuity and efficiency
  
• Risk Management and Compliance — Monitoring and mitigation of operational, regulatory, and strategic integration risks