Are you looking for a consultant for M&A transactions who can value your business? Whether it’s about an acquisition, a sale, a merger or a demerger, I will be on your side valuating the business together with you. For the business valuation, the environment of the business and the business itself will be simulated on thousands of possible paths. Uncertainty will not be compressed but unveiled. Chances and risks are made visible at a significant level.
Call NowMergers & Acquisitions consulting can be summed up as holistic support during an M&A transaction (acquisition, sale, merger, demerger). It includes an environmental and business analysis and projection, a business valuation and the negotiations themselves.
An M&A process is a transaction which can be split up into four prototypes (acquisition, sale, merger, demerger). When these prototypes are combined they are called conjugated and if not they are called disconjugated conflict situations.
In the following, a general representation of M&A consulting is given. The search for a transaction partner is not explained in more detail.
For every planned M&A transaction there is a cause, a reason or a wish to reach a goal. In the case of a company acquisition (company succession), it can be tried to skip the process of founding a company which can be linked to a long start-up phase. A company sale, the counterpart of a company acquisition, can be undertaken because of retirement. Also, other reasons, for example reluctance, are imaginable. Through a company merger, synergy effects might be exploited or one might expand in the international context in the first place. A company demerger can be caused by disruptions between shareholders or because a company grew too large (monopoly).
Whatever might be the case, it is vital to check if the objectives can also be reached by other means which might provide a better solution. Is the acquisition of a company a better solution than a start-up? Can the objectives of a company sale also be solved by a third-party manager, or is consulting necessary for solving an actual deeper and structural problem? Is a merger better than the sole acquisition of a company or a start-up? Might the initial problem, in the case of a company demerger, be solved by good consulting? Before an M&A transaction is carried out, there has to be a careful balancing between the pros and cons regarding the given objectives.
After having rechecked the objectives of the M&A transaction, the business and its environment have to be analysed. Consecutively, a projection might be conducted. The business valuation will be based on the projection.
The environmental analysis especially includes the global environment and the task and competitive environment. Here one should focus on important factors. Data are provided by national statistics bureaus, the Chamber of Industry and Commerce, the World Bank and similar sources.
The business analysis can be organised either by the functional or the value-added approach. Here one relies on internal company data which are mainly provided by (management) accounting. Based on the analysis, a projection of the company can be conducted.
Due diligence includes, next to an environmental and business analysis, legal and tax-related aspects. Therefore, due diligence is an integral part of a transaction and with this part of M&A consulting. In practice, this is done in partnership with external consultants. Every contract affected by the M&A transaction, such as articles of association, loan agreements and rental contracts, has to be reviewed.
Building upon the projection of the company and its environment, a business valuation is conducted. A valuation can be based on different methods. These include, for example, the functional business valuation, the DCF method, the capitalised earnings method (according to IDW), and multiples. Not all of these methods are equivalent, but all should be calculated for reasons of argumentation. The functional business valuation is best suited for calculating the decision value because withdrawal preferences, other cash flows, and taxes can be taken into account.
Technology has progressed fast and this enables one to value the business simulatively. This means that not only one but thousands of company values are calculated, and one has a value as bandwidth together with a probability distribution. Here, different environmental and business developments are taken into account.
The company value (decision value), depending on the model (acquisition, sale, merger, demerger), can be expressed either as a price and/or as a marginal rate (quota). The price can also be stretched over a period of time, e.g., as an annuity or as an instalment. This is often relevant in the case of company succession. This is discussed in detail in the respective subsections.
An M&A transaction includes not only an environmental and business analysis and a business valuation, but there are also a lot of practical questions. There are organisational questions like how the company should be restructured and how to implement a new strategy on corporate level. Next to this, there are also legal and tax-related questions.
During my studies, I acquired a deep understanding of the subject of tax planning, also regarding conversions and their fiscal consequences. However, I'm not a tax advisor and I don't give tax advice. The given questions can be worked out together with a tax advisor and a lawyer. I prefer doing this with the consultants who are already familiar with the company's history. This can often help prevent errors.
After having gone through the various steps of preparation (analysing the company and its environment, business valuation, first legal and fiscal check), it's time for negotiations. Company transactions (M&A) are something one rarely conducts oneself unless one is a consultant. Therefore, it is important to consider a few things.
Negotiations can become quite emotional, and this can be exploited. One might make hasty decisions or unintentionally reveal information. One might also concede on negotiation points that were important. It is therefore worthwhile to first assess one's own personality and, if necessary, not negotiate alone. I am available to assist you in negotiations if needed. Furthermore, it is essential that the business valuation is adjusted for new negotiation aspects.
After the negotiations have been successfully conducted, the legal part of the transaction is carried out in collaboration with lawyers and tax advisors. My focus is on coordinating the M&A transaction and the business valuation. External consultants (law, taxation) are especially important in the international context.
Are you looking for a consultant for the acquisition of a company? Here you will find additional information for this M&A transaction. Next to a sole business valuation and consulting, you will profit from a risk analysis which is enabled by a profound simulation of the company and its environment.
Are you looking for consulting regarding the sale of a company or a company succession? Here you will find relevant information for this M&A transaction. Next to a sound business valuation, the focus will be on alternative means of payment, which might be important for your situation.
Are you planning to merge your company and are looking for consulting for this procedure? You have come to the right place. Together we value your business and calculate the minimum marginal rate (quota) you should at least have in the newly created company. The valuation will take the new strategy and expected synergy effects into account.
Are you considering demerging your company and are looking for a consultant? Here you will get a sound business valuation. Your minimum marginal rate (quota) and possible compensations will be calculated, and I will be at your side in this rather complex process.