Structuring a deal

All,

I have been assigned to assist with structuring a deal, pretty cool as I am working for a boutique and have been given a lot of responsibilities. I would like some input with this. Currently, we are working on a deal in which the client will create a vehicle, or another company, that will acquire small companies using its own shares. The client will be acquiring the target's licenses to certain IP and will grant them shares in the new company that will be structured. Yet, how can we give the targets incentives to agree to being bought out? How can they trust that the new company shares that they will be given will be worth something?

I have thought about issuing warrants to the target companies that they will be able to exercise in 3 years. Yet, we do not want these warrants to appear on the balance sheet of the new company as obligations, any ideas on how to set this up and tax implications involved?

Thanks everyone, I am doing research now, but just wanted to get your thoughts...