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Detailed Course of Action

Move the mouse over bar 1 to 14 to follow the course of action step by step.

1. Business Analysis

The purchase price essentially depends on the financial results and on the assets of the business as well as on the so-called value drivers: USPs (unique selling propositions), position in the market, number of customers, dependency on customers / suppliers, technological advantages, advantages of products or product line, etc. These value drivers have to be identified during the business analysis.

2. Valuation / Purchase Price

The purchase price normally bases on the EBIT (Earnings Before Interest and Tax). The values shown in the financial statements have to be adjusted by exceptional and aperiodic positions and - if applicable - by positions that are typical for an owner-managed business.

3. Preparation of the Sale Brochure

Content and scope of the brochure depend on the company size and growth potential and thus on the target group to be contacted. An indication: If a business with a staff of 100 is being sold inside the branch environment, no extensive exposé is required. If there is a high growth potential included or if the market position of the business allows for a controlled auction, the preparation of detailed sales documents is mandatory.

4. Buyer Selection

Based on the business analysis and your guidelines, we search for suitable prospective buyer candidates and we clarify with you, who of them to be contacted and in which sequence.

5. Addressing Prospective Buyers

Depending on the number, the size and the location of the preselected prospective buyers, a first contact is made via mail or phone. Prospective buyers that have been contacted this way, receive an anonymized concise profile of the company offered as a first step.

6. Non-disclosure-agreement (NDA) and Creditworthiness

We keep you informed about the feedback of the contacted prospective buyers, and among others, about their motivation to buy, and their financing options. If you want to get into negotiations with such a prospective buyer, initially the buyer has to sign an NDA (non-disclosure agreement) and has to provide evidence of creditworthiness.

7. Information Exchange and First Meetings

Subsequently to signing the NDA, the prospective buyer receives the prepared sales documents. Depending on the level of details in the sales documents, the prospective buyer may request more information and, finally, first meetings (or video conferences) with the seller. The more detailed the sales documents are, the shorter the phase of information will be.

8. Offer of the Buyer

The prospective buyers must, at an early stage, even before they could evaluate all relevant information in detail, submit a written offer - otherwise the negotiations may last without end. Subsequently to the first offer, price negotiations follow until an acceptable written offer of the buyer has been submitted.

9. Letter of Intent (LOI)

After the preliminary negotiations for the range of the sale price have led to an agreement, an LOI (letter of intent) that includes the guidelines of the transaction will be set up and mutually signed. Minimum content of an LOI are: Sale price - terms of payment - time schedule until closing.

10. Due Diligence (DD)

This is the detailed examination of the object of purchase by the buyer. All relevant documents (financial statements, contracts, internal evaluations, plans, etc) will be made available to the examination team of the prospective buyer in a physical or virtual data room. The DD lasts 1 to 5 days in situ and in total, including subsequent work, approx. 4 weeks. According to the results, the buying price will be renegotiated or confirmed.

11. Preparation of the Sales Contract

Naturally, during the preparation of the sales contract, further details emerge that need to be negotiated. Taking all clarifications and corrections, this phase lasts approx. 4 weeks.

12. Contract Signing

After guaranteeing the sale price payment, buyer and seller sign the sales contract in the presence of a notary.

13. Implementation of the Closing Conditions

Usually, buyer and seller have to implement some conditions that have been defined in the sales contract in order to let the ownership of the business as well as the payment be transferred. Typical is the release from personal liability of the seller, separation of company pension benefit plans for the seller or carving out of assets not being sold etc. Duration 1 day up to approx. 4 weeks.

14. Closing

Only after all closing conditions have been implemented, registration in the commercial register and payment of the sale price to the seller take place.

Your Time Requirements During the Analysis

In the analysis phase, you are relatively involved in representing your company with respect to its value.

Your Time Requirements During the Buyer Selection

While the buyer is being selected, you will be kept up to date, your effective time investment is marginal.

Your Time Requirements During the Negotiations

As the negotiations progress, you too will be increasingly involved in your time; Many details are dealt with over the phone, but at some points agreement is only possible in a meeting (or a video conference) with the buyer.

Your Time Requirements During the Closing Phase

Depending on the content of the closing conditions, your involvement will only be required occasionally.