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Comicrom
"Athelera was very insightful in solving a problem that initially seemed insurmountable. During extensive negotiations, Athelera was able to extract the full value created by Comicrom's shareholder in over 20 years, while at the same time reducing the risk for our partners at TCS. We are very satisfied with Athelera's level of commitment and the quality of their work. We have recently given them a new mandate to work on another transaction related to Comicrom's shareholders."
- Henry Manzano
CEO
Comicrom S.A.
Transaction
Athelera completed the sale of 100% of privately held Comicrom S.A., a business process outsourcing company in Chile, for US$35 million to Tata Consultancy Services ("TCS") of India in November 2005. Comicrom is the leading provider of business process outsourcing services to banks, insurance companies and pension fund organizations in Chile.
Challenges
Comicrom had an existing joint venture company with TCS. While a small operation, this joint venture served as a trust-builder between TCS and Comicrom's shareholders. Despite a good on-going relationship between the partners, the successful sale of Comicrom to TCS faced two important challenges. The first challenge was making TCS comfortable in executing what would be the largest acquisition in Chile by and Indian company. Second, maximizing the price received by Comicrom’s shareholders.
Athelera's Strategy
Athelera led a process with the objective of easing the apprehensions of the buyer and achieving a fair valuation of the company. Such a process entailed a very transparent and continuous exchange of information and a fluid dialogue between the buyer and seller. The final solution to the parties' different objectives was found in a transaction structure based on earn-out payments that helped maximize value based on future company performance results, and as a result also reducing the risk of buyer.
Result
Comicrom was sold to TCS under a structure that considered a substantial down payment plus results-based payment during a 5 year period. Comicrom's shareholder remained as the CEO for that same period to ensure good ongoing results. TCS's business objective is to grow its business across Latin America using Comicrom as a platform, thus creating further incentives and challenges to the CEO and former shareholder.
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