Our services for the entrepreneur

We represent the interests of entrepreneurs in solving their succession matters. Almost twenty years of experience in more than 100 transactions, our own entrepreneurial thinking and an excellent national and international network form the basis for our success. Even in difficult situations, our clients expect clear advantages in the value-optimised or inventory-securing transfer of their property through optimised selection or auction processes.

Our TOP tools for you guarantee a successful sale:

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. Naturally, we will provide a value-optimising company presentation with SWOT analysis aswell.

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

Important factors for a balanced sale of a company:

Six types of corporate buyers

Strategic Buyers

Private Equity

Family Offices / Foundations

(Industrial-) Holding Companies

MBO / MBI with funds

Own employees

Our steps in the 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 party, what is the actual subject of sale and how should a later structure be designed 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.

Business Plan / multi-year corporate planning

A business plan (BP) is a written document of about 20-50 pages, which describes a comprehensive business concept in a deatailed and structured form. 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 regarding 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 with the subject of determining the value of the whole company or of individual shares. It is an essential part of corporate finance.

Not infrequently, the company valuation is called “supreme discipline” of business administration, since, in addition to the application of a large number of different areas of business administration, the theoretical foundations are also constantly being further scientifically developed.

The peculiarity of every company valuation regularly arises from the fact that companies often represent a complex structure. For example, there are numerous business sub-disciplines that must be properly recorded and mapped within the framework of every company valuation and ultimately condensed into a single monetary value. In particular, aspects of the investment, capital market and decision theory must be taken into account. In addition, company valuations are influenced by strategic corporate planning, accounting and of course tax aspects.

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.

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, industry and market analysis.

An actively managed and systematic acquisition process is based on an individually tailored search grid:
1. Definition of criteria (technology, patents, production, size, location)
2. Development of  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.

We present substantial company profiles in the form of a “shortlist” to our clients in order to select the ultimately best companies.

Creating teaser and information memorandum

We create an anonymous teaser to spark the interest of the ideal buyers as well as an extensive information memorandum which presents your company in a more detailed way, once negotiations are being held.

Decision to a selection or auction procedures
While at the beginning of the process you can commit yourself as the seller to a partner of your choice, the auction procedure offers the possibility of creating a competitive situation between several prospective buyers. This situation can lead to potentially higher sales prices.
Investor selection and communication
If you have not yet decided on a buyer, we will contact potential investors for you after drawing up the long and short list and conduct the negotiations for you in close consultation with you. As always, confidentiality is our top priority.   
Management Presentations

As soon as a potential buyer shows interest in starting the subsequent negotiation process, a management presentation is arranged in advance. On the one hand, you as the seller have the opportunity to introduce your company in person and on the other hand to get to know your future business partners in greater detail.

Moderation of negotiations

Throughout the entire process, we are always at your side as mediators between you and any negotiating partners. We keep you informed about the current state of affairs at all times so that you can monitor and understand the successful conduct of negotiations until they are concluded.

Negotiaition and Signing of a LOI with exclusivity
After successful meetings in the course of the management presentations and potential additional personal meetings, you will ideally receive one or more non-binding letters of intent (LOI) from the investors. Included is a conception of the company purchase price, which serves as a basis for the further purchase contract negotiations.
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
On the basis of the steps taken to date in the sale of the company and the due diligence carried out, the following final purchase price negotiations can be carried out. Naturally, we are at your side with all our knowledge and available resources to achieve the optimal results for you.
Signing und Closing
After successful negotiations on the final purchase price, nothing stands in the way of signing and closing of the contract. It is important here that the day of the conclusion, i.e. the signing of the contract, does not usually coincide with the date of the transfer of the company. This date is also contractually fixed and usually falls at the beginning of a month, quarter or year. This way costs are saved in respect to the accounting efforts.

M&A - Communications
Even during the phase between signing and closing, we remain your permanent contact and continue to communicate as your M&A advisor between you and your new business partners.
Post-Merger-Integration (100 Tage Plan)
The first 100 days after the handover are often critical for the successful further growth of the company. We will work closely with you and the buyers to develop the best integration strategies tailored to your business and identify identifiable success factors.

YOUR CONTACT PERSONS:

Business mediation

As a business mediator, we have the important task of mediating in conflicts with customers, business partners, consumers and in internal company disputes between the parties and lead them to an amicable conflict resolution. This can prevent the threat of escalation, which would otherwise be expensive and time-consuming, often lead to lengthy legal proceedings and in many cases lead to the destruction of business relationships or even the loss of good customers.

We apply our knowledge of business mediation, among others, to topics such as company succession, in particular generational change. Important factors for the failure of a generation change are often due to unsettled emotional conflicts. The mediation of generational conflicts is not about finding out who is “right”, but the aim is to work out an mutually acceptable and viable solution. The mediation process enables the parties to develop an interest-oriented solution on their own account under the methodical guidance of a neutral third party.