Principle Advisor, Mergers and Acquisitions Job

An exciting opportunity is available for Principal Advisor, M&A Reports to, Head of M&A located in Riyadh.  

Job purpose:

• Support Tasnee’s M&A and divestment strategy by sourcing, evaluating, and executing M&A transactions, entry into new asset classes via acquisitions and divestments of existing businesses through private negotiations or auction or IPO route.
• Support in driving the IPO process for listing Tasnee ‘s businesses as approved by its Board for listing to to the Main Market (Tadawul) or Parallel Market (Nomu).
• Support joint venture (“JV”) negotiations with both existing partners (in the context of e.g., re-negotiating existing partnership agreements, restructurings, buy-outs etc.) as well as potential new JV partnerships in the context of ongoing growth projects.
• The overall impact of work for TASNEE will account for ~30% of the impact of supervisor, which corresponds to SAR 1.5b.

Role responsibilities:

• Formulate M&A strategy, roadmap and targets.

1. Monitor M&A activity in sectors Tasnee has businesses in; keep track of deal flows and trends in the M&A market, maintaining an active network of investment bankers and corporate M&A professionals.
2. Stay up to date with developments in existing industries (petrochemicals, titanium and downstream) and adjacent sectors.
3. Monitor and evaluate existing portfolio of Tasnee businesses / assets and subsidiary companies to identify strategic bolt-on growth opportunities, divestment opportunities, develop M&A-related growth / exit strategies and communicate recommendations to Tasnee executive leadership as appropriate.
4. Partner with cross-functional teams to build-out new business opportunities from concept to deal stage.
5. Working collaboratively with colleagues in Strategy & Growth (“S&G”) as well as across SBUs, contribute to the development of Tasnee corporate and business strategies, by providing insights on potential M&A activity which could be relevant to / supportive of overall Tasnee direction and corporate objectives. Help formulate actionable M&A initiatives and take leadership of initiatives related to M&A and divestitures.

• Negotiations with existing JV partners

1. Monitor M&A activity in sectors Tasnee has businesses in; keep track of deal flows and trends in the M&A market, maintaining an active network of investment bankers and corporate M&A professionals.
2. Stay up to date with developments in existing industries (petrochemicals, titanium and downstream viz. plastics conversion & processing, lead & batteries) and adjacent sectors.
3. Monitor and evaluate existing portfolio of Tasnee businesses / assets and subsidiary companies to identify strategic bolt-on growth opportunities, divestment opportunities, develop M&A-related growth / exit strategies and communicate recommendations to Tasnee executive leadership as appropriate.
4. Partner with cross-functional teams to build-out new business opportunities from concept to deal stage.
5. Working collaboratively with colleagues in Strategy & Growth (“S&G”) as well as across SBUs, contribute to the development of Tasnee corporate and business strategies, by providing insights on potential M&A activity which could be relevant to / supportive of overall Tasnee direction and corporate objectives. Help formulate actionable M&A initiatives and take leadership of initiatives related to M&A and divestitures.

• Negotiations with existing JV partners

1. Stay up to date with developments in Tasnee JVs; periodically review JV board presentations and minutes of meetings, interview board secretaries and Tasnee representatives on JV boards to understand key issues!
2. Be informed of the JV agreements in place; considering also Tasnee corporate and business strategies, advise Tasnee representatives on JV boards and Tasnee executive management on potential opportunities to re-negotiate key terms, when / as applicable e.g., buy-outs, exits, change of partnership terms etc.
3. Support (or lead, depending on specific circumstances) negotiations with JV partners by formulating a negotiation strategy, aligning across Tasnee representatives on JV boards, Tasnee executive management, SBU management and corporate functions; engage advisors as required to support analysis and negotiations.
4. Respond to ad hoc requests for support from SBUs in terms of specific JV negotiations.

• Negotiations with potential new JV partners and establishment of new JVs

1. Closely coordinate with S&G, SBU and Technology & Innovation (“T&I”) department leaders in relation to large growth projects which require formation of new JVs.
2. Formulate the concept for the new JV; articulate the interests / contributions of the JV partners; conduct preliminary analyses to identify key negotiation levers for all JV partners.
3. With the support of internal and external legal counsel and financial advisors, negotiate shareholders’ agreements, articles of association and other key / constitutional JV documents; support other company functions in negotiating license agreements, marketing and offtake agreements and other project documents as well as finance documents (e.g., bank agreements)

• Drive end-to-end M&A and divestiture process (private negotiations / auction).

1. Organize and lead internal deal teams consisting of M&A associates and analysts, SBU specialist and Corporate Core function representatives to effectively execute M&A transactions and ensure smooth integration into existing operations.
2. Concept definition (both buy- and sell-side): devise deal thesis (i.e. deal rationale and value creation levers), prepare potential target / buyer description; conduct target / buyer screening and prepare a long-list of potential opportunities / buyers; conduct preliminary financial analysis and valuation; prepare risk register and project roadmap; select and appoint external advisors (if necessary)  
3. Option selection (both buy- and sell-side): conduct preliminary screening and select a short-list of potential targets / buyers; update financial analysis and valuation; perform synergies evaluation and prepare high-level negotiation strategy. For sell-side projects, select divestment approach e.g., private negotiations with short-listed potential buyers, auction process etc
4. Deal execution (buy-side): select advisors, initiate contact with target company. Prepare NDA/ letter of interest, update risk register and project roadmap. Coordinate overall communication with advisors and target. Prepare and present non-binding initial offer based on preliminary information available.  Conduct financial/ legal/ commercial/ tax/ HSE/ technical/ operational/ forensic/ HR/ due diligence; review due diligence results and prepare internal (consolidated) due diligence report. Update and detail out financial model / valuation based on DD results; prepare and evaluate potential deal structures; update senior management and Board as needed on transaction progress, key deal issues and milestones.
5. Deal execution (sell-side): Support the selection of advisors; coordinate with SBUs and support functions in preparation for sale; collect necessary financial, legal, HR, marketing and operational information; review legal readiness for sale (shareholding structure, minority shareholder rights, ongoing litigation, tax issues, licenses, JV agreements, CMA and other regulator requirements, etc.); update risk register in light of detailed information collected during execution process, including e.g., accounting (write-off), HR, legal etc implications; develop mitigation measures for such risks; do necessary house-cleaning / preparation works e.g., cleaning up shareholding loans, simplifying shareholder structures / creation of special purpose vehicles (“SPVs”), carving out certain organizational functions etc. Develop valuation model and target price range. Prepare Information Memorandum; prepare data room, review and approve investor list; present valuation and expected target price range to Management; review offers received in light of target price.
6. Negotiation (both buy- and sell-side): Manage sensitive internal and external relations. Review and discuss deal issues highlighted in due diligence results; in instances where a share swap is involved, review financial projections and relative valuation of both entities (acquirer and target). prepare bid proposal, including funding and financial structure, prepare potential / agreeable deal structures and key contracts, lead negotiations with potential sellers/buyers; prepare purchase and sale agreement; negotiate warranties and representations, identify/ assess key disclosures; review output from negotiation rounds.
7. Post-deal integration / carve-out (both buy- and sell-side): Prepare preliminary integration / carve-out and transition plan, support post-M&A integration / carve-out along with the respective SBUs - communicate integration / transition / implementation / carve-out plan, introduce control panels and progress reports, ensure transition into normal operations, update risk register and project roadmap. Coordinate with support functions / shared services to ensure that businesses in transition continue to receive necessary support during the transition; negotiate and enter into Transition Services Agreements to formalize such support requirement from buyer(s) and seller(s)

• Drive end-to-end IPO Process for listing to the Main Market (Tadawul) or Parallel Market (Nomu)

1. Readiness and Application Preparations: Support in forming the transaction organization including forming of cross-functional core team, selection of Consultants as required viz. Accounting firm, Financials Advisor, Legal Advisor, Technical & Marketing Consultants, in conducting due diligence viz. legal, finance, business, developing equity story and financials projections, structuring of IPO company, readiness plan, carve-out plan, TSAs/SLAs preparations, etc.
2. CMA Interactions and approvals: Support in documents preparations, white paper, prospectus, etc., periodic interactions, risk analysis, management / board presentations, public disclosures document preparations, etc,
3. Early Investors and Research Analysts Engagement: support in early engaging with the investors & analysts to receive their feedback on equity story, offering structure, key terms, etc. incorporating the feedbacks and comments suitably, etc, marketing and roadshows, etc.
4.  IPO Listing: Support in press conference and launching of IPO, book building, and relevant support as needed.

Qualification and Requirements:

• University degree in Finance, Economics, Business Administration or Engineering with relevant experience in M&A and relevant financial aptitude
• MBA or equivalent post-graduate qualification internationally recognized university in Finance, General Management, Strategy

• Professional Qualification in Finance (e.g. CFA) is a plus
• 5+ years’ experience preferably in investment management or investment banking role
• Outstanding relationship management and negotiation skills
• Sound understanding of financial, legal and operational subject matters that come into play when preparing for or executing a deal.
• Sound understanding of IPO process from readiness, application preparation, CMA’s listing & offering requirements, analysts presentations, investor education, book building to subscription
• Excellent analytical, problem solving, and critical thinking.
• Business planning
• Financial analysis
• Leadership, planning and organizing.
• Strong local and MENA network, including strategy consultants, bankers, investors, corporate lawyers