03 · Deal Strategy & Negotiation

Deal strategy, negotiation and transaction support

When a pivotal deal is looming and you need to move forward with confidence.

We deploy the experience of more than 100 transactions to build successful deals for the long term.

Executives discussing terms around a meeting table

How we help

How does OG Advisors support a pivotal deal?

OG Advisors supports a pivotal deal with the experience of more than 100 transactions. We match the structure to your leverage and risk, optimize diligence periods and commitments, identify hidden adverse terms and build the business case that maximizes value, favoring upfronts over milestones, all at a fraction of the cost of a full-time executive or an investment bank.

Five key questions

Five key deal strategy and negotiation questions we solve

The questions we work through with every client facing this problem, answered the way we would answer them on a call.

How should we structure the deal to preserve value and optionality?

Across three decades of dealmaking, we have worked with structures ranging from Type C reorganization acquisitions and tranched licenses to contractual joint ventures and multiple-option agreements. We use that experience to match structure to leverage, risk, capital and future options.

Which terms are essential, tradable or less important than they appear?

Nuanced definitions can create major downstream problems. We identify the terms that protect core value, distinguish them from negotiating currency, and know when to hold firm or let a term go.

How do budget cycles, portfolio priorities and internal politics affect timing?

Having negotiated on both sides, we understand formal approvals and informal conversations. We help address hesitation, speak to personal motivations and equip your internal champion with the evidence needed to move the deal forward when you are not in the room.

Which risks matter most to the buyer?

Corporate buyers usually focus first on risk: whether a failed deal damages the dealmaker, creates too much administrative work or is too small to matter. We identify those perceived risks and build mitigation plans into the story and structure.

Who should lead the next difficult conversation, and how will we respond if priorities shift?

David and Onne have personally overseen domestic and international integrations, including leading acquired franchises. They use that experience to plan communications, accountability and responses when evidence, milestones or priorities change.

Deal structures

Highlighted non-traditional structures we have worked with

Deal structures
Structure How it works
Type C reorganization acquisition The buyer exchanges its voting stock for substantially all of the target's assets; it can qualify as a tax-deferred reorganization.
Tranched license License payments are released in tranches as agreed milestones are met.
Contractual joint venture A collaboration governed by contract, without forming a new legal entity.
Multiple-option agreement A partner pays for options on several programs and decides later which to license.

Examples from three decades of dealmaking. We match the structure to leverage, risk, capital and future options.

Services

Transaction services, negotiation strategy and execution

  • Sell-side advisory

    Identify potential acquirers or licensees, structure and negotiate terms, and manage the transaction process

  • Valuation services

    Independent asset and company valuation, supported by our proprietary pharma asset valuation tool

  • Joint ventures and strategic alliances

    Structure JVs and alliances, including operating plans and multi-year strategy

  • Due diligence management

    Data room creation and maintenance, coordination of IP, regulatory, quality and HR counterparts, and timely management of Q&A

  • Deal structuring

    Collaborate with legal and financial partners to optimize structure, mitigate risk and maximize value

  • Negotiation support

    Represent client interests in transaction-related negotiations

  • Definitive documents

    Work alongside legal teams to draft and finalize agreements

  • Board materials

    Valuation and transaction materials for board review and alignment

  • Integration planning

    Post-transaction integration plans that align client and partner priorities

More from this work

Bridge financing, then a Nasdaq listing.

AegirBio

We built the one-year operating plan, five-year strategy and valuation models behind the joint venture's bridge financing and its June 2020 listing on Nasdaq First North.

Tool

Pharma Asset Valuation Calculator

Model what an asset is worth to a partner at your stage, before you walk into the room.

What do your next 12 months look like?

The only thing you're risking is 25 minutes.

Tell us where you are. If we can help, we'll tell you how. If we can't, we'll tell you that too, and we'll usually know inside one call.

No pitch deck required. No fee for the call.