Closing

Closing is the date and event on which an M&A transaction is definitively completed: legal title to the shares or assets transfers and the acquisition price is paid. It follows signing (execution of the SPA) once all conditions precedent are satisfied or waived (financing confirmed, regulatory approvals obtained such as antitrust or sectoral authorisations, employee consultation completed), and may occur simultaneously with signing or weeks later. At closing, multiple simultaneous operations occur: price wire transfer, execution of share transfer orders, shareholder register update, outgoing director resignations and new director appointments. The simultaneity of these operations (delivery versus payment) is managed by a precise closing protocol negotiated in the SPA, and the closing package (the full set of documents and attestations exchanged at closing) is prepared in advance with the legal counsel of both parties.

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Example: a CHF 28.0 million Swiss acquisition closes on April 15 between 10am and 12pm: the buyer wires CHF 28.0 million to the notarial escrow account, the seller signs 12,500 share transfer orders, the shareholder register is updated, two seller directors resign and two buyer directors are appointed. At 12pm, all operations are confirmed and closing is declared effective: the buyer takes immediate operational control of the acquired company. Another illustration, on the signing-to-closing sequence: the signing of a CHF 35.0 million acquisition of a Swiss industrial group occurs on March 15; closing is conditional on COMCO (Swiss Competition Commission) approval, obtained on April 28, and formal closing takes place on May 3, with share transfer at the commercial register, wire transfer of the net closing price (adjusted for working capital and cash) and delivery of the closing package documents.

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Hectelion coordinates M&A closings with precision and in close collaboration with legal counsel: closing protocol, conditions precedent checklist and simultaneous operation synchronisation across French and Swiss jurisdictions, for smooth and secure execution for all parties.