Our services for the entrepreneur

We represent the interests of entrepreneurs in solving their successor issues. Nearly twenty years of experience in more than 100 transactions, our own entrepreneurial thinking and an excellent national and international network form the basis of our successes. Even in difficult situations, they expect significant advantages in the value-optimized or insured transfer of their property through optimized selection or auction processes.

Our TOP tools for you guarantee a successful sale:

Tools

We guarantee you the relief of your management team as well as a clear and transparent project communication and a continuous flow of information with shareholders / clients. A value-optimizing company presentation with SWOT analysis is a matter of course.

But a conversation says more than a hundred letters or e-mails. Because only in communication, the parties realize whether they fit together. Therefore, let us have a conversation. The topic is too important to leave it to chance. Do not worry about what we cost, see if we are worth it!

We also come to you on weekends, public holidays or in the evening, you can call us any time in our office in Münster: +49 251 5906974 1. Regionally we are represented with 3 offices in the German-speaking area. We have an office in London for our international financial investors. Our team is ready for you!

We guarantee you:

  • structered M&A-Process

  • future-proof

  • Discretion

  • social responsibility

  • serious buyers

  • fair purchase price

The selling process

  • 1 Each target requires the first step

  • 2 Second Step

  • 3 Third Step

  • 4 Nearing completion

  • 5 Signing u Closing

Six types of corporate buyers

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Strategic Buyers

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Private Equity

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Family Offices / Foundations

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(Industrial-) Holding Companies

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MBO / MBI with funds

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Own employees

The steps in a M & A Process

Target and corporate analysis / strategy meeting

Within this phase we advise on the definition of the process: What are the goals of the selling partr, which is the actual subject of sale and how should be designed in a later structure in order to realize the objectives to the maximum extent. Also includes a comprehensive advice on the market environment and, consequently, M & A momentum, the correct positioning of the company as well as the company valuation to be realized.

Business Plan / multi-year corporate planning

A business plan (BP) is a written document of about 20-50 pages, which describes in a detailed and structured form a comprehensive business concept. The business plan covers not only the description of the business idea, but also reflects important aspects of the economic environment of the objectives and the necessary resources.

It additionally outlines questions and risks on the opportunities and creates a realistic picture of the prospects of success to potential investors its corporate foundation.

Financial Planning:

  • The expected profit can be calculated as the difference between expected turnover and costs in the course of business operations.
  • Create different scenarios based on alternative assumptions regarding the future business development. Look at a worst-case, a best-case and a base-case scenario.
  • Convince the reader of your business plan with a sound, evidence-based calculation by taking all positive and negative factors into account.
  • Make assumptions about sales and revenues on the basis of statistical surveys or substantiate this with your own polls.
Valuation

The company valuation represents a service and has the determination of the value of the whole company or of individual shares because the subject. It is an essential part of the corporate finance.

Not infrequently, the company valuation is called “supreme discipline” of business administration, since in addition to the application of a variety of different areas of business administration and the theoretical foundations are constantly evolving science.

The peculiarity of each company valuation grows regularly from the fact that companies often represent a complex structure. There are numerous business disciplines that must be properly recorded and displayed, and finally condensed into a single monetary value in the context of each company valuation. In particular aspects of the investment, capital market and decision theory are considered. In addition, company valuations by the strategic business planning, accounting, and not least to fiscal aspects are affected.

While corporate ratings in its beginnings served almost exclusively the determination of purchase or selling prices, in the property over the years have shown new determination content. So they are today, especially for the purpose of value-oriented corporate management (shareholder value) and as part of the (international) accounting (HGB, IFRS, US-GAAP) performed. Below are examples of some important events include:
• “normal” purchase or sale of a business or part of a company
• Initial Public Offering (IPO)
• withdrawal of a partner from a partnership
• determination of exchange ratios in the context of mergers (mergers)
• Squeeze-out (§§ 327a et seq. AktG)
• expropriation (Art. 14 (3) GG)
• exclusion of members of a limited liability company with cash settlement
•-proportional or non-proportional split, possibly with cash settlement
• Proportion rating in contractual termination of the GmbH or upon exercise of a contractual right apprehension.

A common feature of these occasions that they all lead to a change of ownership.

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Analysis Dealbreaker

A deal breaker can be considered an important enough reason for two parties to stop negotiating about a business sale. It can be described as negotiations related to a M&A transaction (business sale) that stop due to a specific issue (“deal breaker”) not being able to be resolved between the two parties. Hence, there is no further interaction during a M&A transaction as a specific term is not being agreed upon.

M&A deal breakers could be in the following areas:

  • Missing Financial Planning
  • To large sales price or too low purchase price expectations
  • Dependencies of banks
  • Legal and Tax
  • Negotiators (personal relationships and culture)
  • Seller related items (close relationship with the business, lack of preparation, seller backing out)
  • Negotiation issues (openness on weak points, negotiation in general)
  • General and risk related items
  • Advisor related (talking to the wrong buyers)
Preperation of the Investors search (Long- und short list)

Corporate transactions are prepared with the help of sound business and industry and market analyzes.

An actively managed and systhematischer acquisition process is based on an individually tailored search grid:
1. Definition of criteria (technology, patents, production, size, location)
2. Develop a list of potential target companies (longlist)
3. Detailed analysis of the target company and prioritization
4. Development of company profiles (Shortlist)

Our target and investors Screening involves a rigorous search for relevant information from internal and external data sources.

Our clients we present substantial company profiles in the form of a shortlist” to select it ultimately the best companies

Creating teaser and information memorandum

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Decision to a selection or auction procedures
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Investor selection and communication
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Management Presentations

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Moderation of negotiations

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Negotiaition and Signing of a LOI with exclusivity
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VENDOR - Due Diligence

Due Diligence (DD) is the “due diligence” with which the purchase or sale of equity investments or real estate or an IPO the Property prior to the acquisition or the IPO is checked.

Due diligence analyze strengths and weaknesses of the object as well as the risks of buying or IPO, and rate the item. Subject of perspective remain budgets, human and material resources, strategic positioning, legal and financial risks, environmental contamination. Targeted searches for so-called deal breakers, that is to situations that could conflict with a purchase – for example, contaminated the land purchase or unsettled trademark the company purchase. Identified risks can be of a contractual consideration in the form of price discounts or guarantees either trigger a breakdown in negotiations or basis.

Basis is usefully a memorandum of understanding in which a reasonable period is agreed for the due diligence. Furthermore, access to the necessary information and data as appropriate, the payment of a fee for non-purchase are made the subject of such an agreement on a regular basis. Somewhat helpful for project appraisals are so-called milestone reports, which indicate the status of each object in a brief summary.

To carry out a due diligence not only experienced lawyers and accountants are necessary in this field, but, depending on the scope of the Due Diligence, and professionals with specific knowledge, z. B. knowledge of the industry or specific subject areas such as information technology, architects and surveyors. Depending on the potential acquisition size and industry are due diligence teams with 20 or more team members quite conceivable.

Data Room

A data room is a collection of documents, which will be set up for the purpose of due diligence by the Companies available for purchase. This data space all documentation be provided that would make the company to be sold to the buying company.
The data space is usually not set up in the company, but at a neutral venue. Likewise, virtual data rooms are possible.

Viruteller data space

Due to the increase of international corporate transactions and thus the need for, consultants and other interested parties on the country’s borders to allow access to a data room, the use of IT-based digital data rooms enforces increasingly. A virtual data room allows this the only access to information as part of the due diligence. These are structured in a digital archive and secured by means of user management and passwords from unauthorized access.

SPA Negotiations
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Signing und Closing
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M&A - Communications
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Post-Merger-Integration (100 Tage Plan)
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YOUR CONTACT PERSON:

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Business mediation

As a business mediator comes us to the important task to mediate in conflicts with customers, business partners, consumers and in corporate disputes between the parties and to lead to an amicable conflict resolution. Thus threatening escalations can be prevented, which would otherwise be expensive and time consuming, often lead to lengthy court proceedings and draw in many cases destroyed business relationships or even the loss of a good customer to be.

Knowledge in business mediation we set any of these issues of succession, especially in generational change, a. Important factors for the failure of a generational change are often due to unresolved emotional conflicts. In the mediation of generational conflict is not about to find out who is “right“, but it is the aim to develop a mutually acceptable and viable solution. The mediation process allows the conflict participants, under methodical guidance of a neutral third party, on their own responsibility to develop an interest just solution.