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FPG's chosen focus on all aspects of the Life Sciences industry makes us unusually well qualified to
handle Divestiture assignments (sales) on behalf of our clients, whether these sale mandates relate to a
specific business unit, a major division, or the outright sale of an entire company. By working within the
economic and legal context applicable to each market, FPG effectively represents its client's interests
by providing the best choice of local or foreign company to acquire the business to be divested.
FPG advises its clients as to the best selling strategy to be followed (such as full auction, controlled
invitational auction, or bilateral sale negotiations). In most instances, the preferred sale route for the client
to ensure the best return is the auction sale. FPG has particular expertise in auction sales and has created
a rigorous and tightly controlled divestment process, almost in terms of ISO 9001 standards.
Working closely with the senior management of its vendor client, the FPG divestment team prepares an
Information Memorandum which accurately and attractively describes the operating, technological, and
financial characteristics of the business to be sold.
Next, FPG prepares an offeree list, creating a complete universe of all possible (local, national and foreign)
acquirors, which list is then screened to identify the most qualified and most probable purchasers of the
business in question. The list will include trade buyers as well as appropriately qualified financial buyers.
FPG then discreetly surveys buyer interest in the so-far anonymous transaction before revealing the
identity of our client and the details of the deal in question. We are especially artful in making this initial
approach, in establishing preliminary buying interest, and in coordinating further contacts between the
seller and the qualified purchasers. Of course, it is required that potential purchasers execute a
Confidentiality Agreement before receiving the Information Memorandum.
As the sale process unfolds, we manage the due diligence process, from coaching the management
presentations to the purchasers, to the creation of a data room, to attendance at on-site visits by the
due diligence investigation team of a few favored purchasers.
Throughout the sale process, we advise the client on winnowing out the least committed and least
compatible buyers, both through interviews and through one, or two, rounds of bidding (in which each
potential purchaser will be required to indicate cash value and conditions, the key terms of a deal,
along with time needed to complete).
Once the field has been narrowed to one, or (in unusual circumstances) two, preferred purchasers,
FPG participates in the negotiations, alongside the client and its legal counsel, in order to ensure that
the formal documentation embodies the agreed deal points.
A representative sample of clients for whom we have completed successful Divestitures includes
Elan, Curis, Celltech, NeuroVir Therapeutics, Burmah Castrol, Chemetall (Metallgesellschaft), and Vericore.
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