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Mergers & Acquisitions (M&A)

Support during the purchase process

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As M&A specialists, we support you in dealing with the many complex questions that come up when acquiring a company. Together with you, we will develop a well-founded purchase decision, implement it consistently and remain at your side after the company purchase.

 

1 Questions to be answered during the purchase process

First of all we assist you in answering several central questions with regard to a possible company acquisition:

  • In what way does the purchase of a company increase the value of your company?
  • Is the purchase of the company a meaningful improvement of your service portfolio?
  • What is the best way to determine an appropriate purchase price?
  • How can the risk of the company purchase be minimised?
  • Is it more advantageous to make a share deal or an asset deal?
  • What must be taken into account for a successful closing?
  • What features should an integration plan include?
 

2 Our services during the purchase process

We support you during the entire purchase process by providing the following services:

  • Financial due diligence
  • Tax due diligence
  • Legal due diligence
  • IT due diligence
  • Execution of management meetings
  • Preparation of a bid for the acquisition of the target company
  • Market analysis (Bloomberg database access available)
  • Plausibility check of the purchase price/fairness opinion
  • Tax structuring advice (also in the pre- and post-acquisition phase)
  • Purchase price allocation (PPA) subsequent to the purchase for the consolidated financial statement
 

3 Procedure during the purchase process

In order to make a company acquisition successful, we proceed by taking the following steps. Regular meetings are held to discuss the progress of the project:

Kick-off

  • Presentation of the main motives for the transaction
  • Identification of central risk areas of the target company
  • Resolution on scope and timetable
  • Introduction of the core team
  • Determination of the scope of the audit based on client and assignment as well as the level of detail of the presentation

Data collection

  • Request for necessary information and documents
  • Provision of a secure data room (on request)
  • Interview with the management of the target company

Analysis

  • Review and analysis of all available information and documents from a legal, tax and economic perspective

Result

  • Executive summary with basic opportunities and risks or deal breakers
  • Reporting in German or English
  • Advice on structuring

Purchase price determination

  • Provision of capital market data, e.g. interest rates, multipliers
  • Support in determining an indicative company value taking into account the risks identified during due diligence

Contract negotiation and drafting

(via our sister company BKS)

  • The results and risk areas determined during due diligence are taken into account during contract negotiation
  • Support during contract negotiations including the drafting of contract documents

Closing

(via our sister company BKS)

  • Transfer of ownership of shares and assets of the company (execution in rem of the transaction) upon signing of the company purchase agreement
  • Preparation of the accompanying agreements

Post-merger integration

  • Development and implementation of a monthly reporting system for shareholders and banks
  • Development and implementation of corporate planning and controlling tools
  • Conversion of the accounting system, e.g. from HGB to IFRS

Purchase price allocation

  • Execution of purchase price allocations (PPA) pursuant to the German Commercial Code (HGB) and IFRS

Ongoing audit and tax consulting

  • Comprehensive support in all current tax matters subsequent to the purchase (e.g. accounting, tax consulting or preparation of the annual financial statements)
 

Consulting and support in the area of acquisitions Range of activities & experience

Within the scope of our M&A consulting and M&A support, we have already supported numerous national and international groups, medium-sized companies and financial investors in their transaction processes.

Acquisition of majority stakes in German companies by foreign bidders

Supporting and advising various national and international clients in the acquisition of majority stakes in German companies by foreign bidders

Due diligence audits for target companies from various industries

Execution of due diligence audits for target companies from various industries (e.g. food industry, mechanical engineering, automotive suppliers, steel industry, trade, services, kitchen manufacturers, adhesives industry)

Support of Chinese investors in the acquisition of several groups of companies

Supporting various Chinese investors in the acquisition of several groups of companies and enterprises (including due diligence audits, negotiations etc.)

 

Support of international groups domiciled in OWL in the acquisition of companies

Supporting international groups domiciled in Ostwestfalen-Lippe in the acquisition of companies from various sectors, such as the construction industry, automotive suppliers, kitchen manufacturers, steel industry, mechanical engineering, trade, services (including due diligence audits of target companies)

Support of a large regional construction company in the acquisition of several multi-story car parks