Selling your business into the right hands.

How we work

1. 01

   Initial consultation

   Free of charge, confidential and without obligation. We examine whether a sale is the right path for you.

   What happens in this phase+

   • Diagnosis of sale readiness and clarification of who else shares in the decision
   • Strategic options, sale concept and type of sale process
   • Framework: budget, advisory team, timetable

   Questions to ask yourself+

   If, two years from now, you look out of the window of your former office and a stranger is running your company, what would a successful outcome be for you?

   Apart from you, who has to agree in the end for a sale to go ahead?

   Are you prepared to stay operationally tied to the business for twelve to eighteen months after completion (closing), or is an immediate clean break a precondition?

2. 02

   Valuation and preparation

   We value your company, prepare the sale documents and define the group of potential buyers.

   What happens in this phase+

   • Indicative valuation using several methods
   • Adjustment of the operating result (EBITDA normalisation)
   • Setting up and structuring the data room
   • Sale story, teaser and detailed information memorandum
   • List of potential buyers with clear selection criteria

   Questions to ask yourself+

   Which revenues and margin components depend on particular people or customers, and what happens when you are no longer in the business?

   Which issues (contaminated land, legal proceedings, pension obligations, change-of-control clauses) would you examine first if you had to buy your own company?

   Which assets held in the company do you want to keep out of the sale, and has taking them out been thought through from a tax perspective?

3. 03

   Approaching buyers

   We approach suitable buyers confidentially, obtain offers and take the best selection into negotiations. You decide who receives information.

   What happens in this phase+

   • Discreet approach and confidentiality agreements
   • First written request to the buyers (process letter I) to submit a non-binding indicative offer
   • Management presentations and site visits
   • Second written request (process letter II) to submit a binding offer
   • Comparison of offers by price, structure, certainty of financing, completion risk and strategic fit

   Questions to ask yourself+

   Are there competitors, customers or suppliers who must under no circumstances receive information, not even in anonymised form?

   Which buyer profile (strategic buyer, financial investor, family office) would make you personally most uneasy, and why?

   What minimum valuation would be the point at which you would stop the process, and has this figure been agreed with the other shareholders?

4. 04

   Negotiation and the buyer’s due diligence

   We support you through the buyer’s review (due diligence), negotiate the sale and purchase agreement and protect your interests up to notarisation.

   What happens in this phase+

   • Exclusivity with a clearly defined term
   • Looking after prospective buyers in the data room and answering their questions
   • Negotiation of the sale and purchase agreement: purchase price, warranties, performance-based deferred payments (earn-out), where appropriate warranty and indemnity insurance (W&I)
   • Insisting on a binding financing commitment before notarisation
   • Preparation of the notarisation and all schedules to the sale and purchase agreement

   Questions to ask yourself+

   How far are you prepared to go on warranties, indemnities and liability caps, and do you have a transaction lawyer who will defend your position?

   Would you accept a performance-based deferred payment (earn-out), and if so, what percentage and what term would be the maximum?

   If the buyer loses its financing shortly before notarisation or tries to push down the valuation with findings from due diligence, how will you respond, and who decides?

5. 05

   Completion

   We guide you through to completion (closing). Shares are only transferred once payment of the purchase price is secured.

   What happens in this phase+

   • Systematic review of all conditions for completion (merger control clearances, shareholder resolutions, bank consents)
   • Support with communication to employees, customers and suppliers between notarisation and completion
   • Coordination of warranty and indemnity insurance (W&I) and, where needed, an escrow arrangement, through external partners if required
   • Advice on preparing the handover phase

   Questions to ask yourself+

   How will communication with employees, customers and suppliers run between notarisation and completion, and who will hold which conversations personally?

   What role do you want to take on after completion, and is it fixed in the contract?

   Have you clarified with your tax adviser how the purchase price is to flow, and by when this has to be decided?