Business transfer model 5 – Takeover by another company

Business Transfer Model 5 - Takeover by Another Company

Cases

Business Transfer Model 5 – Transfer to Another Company

Transfer description The business started as a project where one of the goals was to make an exit. In the year 2012, the company needed capital to finance the company’s next stage of development. Regarding the options, they either wanted a venture capital firm or finding a buyer. The successor was found in the company. It is a company specializing in buying other companies. Because of that the buying company has a department that is continuously scanning the market for potential companies to buy. Representatives of the two companies also met in different situations and thus the information about the prospective sale reached the buyer. They used an earnout model where the successor paid the first 72% in 2013 and the remaining 28% in 2016. This was to animate the shareholders to continue to do a good job and help the company continue to grow even after the transfer. The previous owners and all remained in the company. In 2016 when the business transfer was closed only two of the previous owners stopped working in the company. All other persons remained. The people in charge started thinking about the transfer and in the next step preparing the company for sale in early 2011. The discussion about identifying potential prospects (i.e. a buyer or a venture capital firm) started in Q3 2012. In May 2013, the last paperwork with the successor was completed and in 2016 100% was paid for the company and the deal was closed. It was a challenge to identify a potential buyer. Initially, they were looking for a venture capital firm. Additionally, it was hard for a relatively small company to find suitable contacts and create enough interest from potential investors. No, the planning of the new services to be provided was already under way before the transfer. Yet, the new ownership created a more comfortable and safe feeling to really make the efforts. The launching of the new services also went faster. When you have a growth-oriented mind set you are focusing on buyers/professional investors that are bigger than your company. This situation makes the former owners an underdog when it comes to aspects such as financing and knowledge. The former owner, therefore, recommends persons who plan to sell their companies to include a specialist in the negotiations. Otherwise, it will be an uneven starting point. The due diligence process was about 2-2,5 months and the seller explains that this process puts pressure on their organization since all information about the selling company it brought up. Everything needs to be transparent which could create a great pressure on the company. Therefore, the seller recommends other companies that are about to sell to be well prepared for marketing their company, i.e. to make it look as attractive as possible for the potential buyer. This includes the provision of solid financial figures as well as strong intangible values (such as a strong brand, well trained personnel) to show potential new owners the value they will get by buying the company. The seller also says that you should be prepared that the entire business transfer process takes time, especially if you have a growth plan that requires significant financial capital. This means that you will need to have available sufficient financial capital to make sure both 1) that the company can continue to grow and 2) that you can look for potential buyers who are willing to invest in the company’s continued growth. You don’t want end up in a situation where you are forced to sell the company at a low(er) price just because you run out of money before you find the right buyer. Facts PreviousCurrentOwnerAbout 50 different shareholders, i.e. mix of founder employees and business angelsAnonymousLegal form of the company LtdLtdNumber of employees 4598 BrandModel of transferInvolved institutionCountryAnonymous5 Transfer to another companyLawyer to write up contractSweden […]

Martins Gräv AB

Transfer description While participating in an accelerating program for making companies grow, Martin and Lena realized that they were too old to make all the investments and efforts that would be needed to keep growing. Instead, they decided to sell their company since the company had already increased in turnover during the accelerating program. At first, they wanted someone from inside to take over of the company (i.e. internal succession), but no one was interested. Their second thought was to sell the company to another company they had in mind, but the process dragged on and a deal was never closed. Then they met a representative of another larger company when delivering goods and by chance they started talking about their company and their plan to transfer it. This other company was immediately interested, and the succession/transfer process started. The new owner could draw on many years of experience in running a company. To increase the likelihood that the company’s values and previous owners’ knowledge etc. could be transferred to the new owner, the previous owner is remaining in the company for at least 6 months. The process is ongoing as the interview is held. The previous employees are also remaining in the company. The overall process from deciding to sell the company until the previous owner finally can leave the company will take approximately two and a half years.The paper work to make the transfer happen took two months. The former owner was very well prepared and did not find it challenging. From the sellers’ side, perhaps, most challenging is the mental preparedness to sell your company to someone else. No innovation, but a new way of working and making the daily work more efficient. The former owner recommended the successor to start using more digital tools to make the work easier for the employees and the new owner. This was software that helps manage and log activities in the company and it was implemented at ones. Lessons learned: Be honest, transparent and well prepared as a seller when you meet with the successor and his/her legal representative. This will shorten the process. Prepare yourself mentally for the sale a long time before you take the fundamental step, at least two years. It will mean a big change and may turn out being emotionally tough. It is a big change to sell the company you have started and worked in for a long time. You must be 100% sure that you want to sell. You should involve individuals or organizations specializing in business transfers to master relevant aspects such as legal and economic issues Facts PreviousCurrentOwnerMartin Ivarsson & Lena IvarssonHylte transport ABLegal form of the company LtdLtdNumber of employees 1032 (no new people were hired but because two companies were combined into one, the number of employees increased). BrandModel of transferInvolved institutionCountryMartins Gräv5 Transfer to another companyThey worked with a consultant from ”LRF consult – business support organization” who the sellers met through the business accelerator program. They also involved the company’s accountant in the process. The previous owner claims that companies often contact a business broker who takes a percent of the sale profit. They did not, but instead they worked together with LRF and the accountant on an hourly basis. This reduced the costs of the business transfer process.Sweden […]

Cleantech

Transfer description The founder of the company and the owner of the know-how was no longer interested in the development and management of the company. In search of a buyer was involved in a networking, search in the business community. The search lasted about 6 months. The business transfer process took about a month. The main difficulties in the process were caused by the search for a buyer and registration of the transfer of intellectual property and technology to the new owner. At the moment, the technology of transfer and preservation of know-how in the company is not sufficiently developed at the legislative level. Facts PreviousCurrentOwner1. Omelyanovich Dmitry Alexandrovich 2. Immanuel Kant Baltic Federal University1. LLC Service center Taurus 2. Immanuel Kant Baltic Federal UniversityLegal form of the company LtdLtdNumber of employees 13 BrandModel of transferInvolved institutionCountry5 – Transfer to another companyIn search of a buyer and for advice on the design of the transfer of know-how, the owner addressed to non-profit organizations to support entrepreneurship: «Union «Kaliningrad chamber of Commerce and industry», «Association of SMEs support centers of the Kaliningrad region». Assistance was provided free of charge.Russia […]

BAGFACTORY

Transfer description BAGFACTORY is a non-woven PET bag manufacturer, a market leader in Lithuania and one of the market leaders in the EU. However, the recentgrowth of this company was driven by the transfer of 50 percent of its’ share to the legal entity, so is a great example of good business transfer case. Originally the company was owned by two individual persons and was oriented to exclusive small orders therefore was not very profitable, but satisfactory at the time. However, over the years the manufacturing equipment of the company has outdated and since the main activity of the company wasn’t very profitable, the owners could not afford the necessary equipment upgrade, which became one of the main reasons of undertaking the transfer’s decision. The owners of business started looking for investment opportunities and got acquainted with a legal entity, which became interested in PET bag manufacturing business on a larger and more innovative scale so has bought 50 percent of its’ share and invested a certain amount to the manufacturing equipment as well as started a regular work optimization process to reduce costs and production time. As a result, the company has the most modern, innovative, state of art equipment on the market, and has been renamed as BAGFACTORY. The process of the initial business transfer to new shareholders, as well as new ideas and opportunities, has happened because of the shared business values of both sides, which are social orientation, positive thinking and a close-knit team. However, the new owners brought some new ones as well, such as initiative, innovation and ambition, which are vital for successful and profitable business, so were the main factors of the recent success of the company. The process of business transfer took around one year, including negotiations and re-registration of the company. The main challenges/difficulties of this business transfer case were met meanwhile the transfer, because it was the time of negotiations, where both parties had to agree on (1) their future rights, responsibilities and accountabilities; (2) formation of a new company strategy; (3) the use of investment as well as return on investment (payback procedures); (4) maintaining the most important strategic human resources in the company in order not to lose the know-how. Once both parties agreed onthese strategic decisions, the business transfer was completed smoothly. The business transfer facilitated implementation of innovations – BAGFACTORY is initiating new research and experimental development projects in order to reduce the use of plastic disposable bags, contribute significantly to the reduction of environmental pollution and achieve its mission – innovative ideas for the development of ECO-friendly shopping bags. Facts PreviousCurrentOwner100% individual persons50% individual persons50% legal entity Legal form of the company Joint Stock CompanyJoint Stock CompanyNumber of employees 69 BrandModel of transferInvolved institutionCountryhttp://www.bagfactory.eu/5 Transfer to another companyThe main institution, involved in the business transfer process, was a law firm, because business transfer process requires a lot of negotiations and accompanying documents. The services provided were sufficient. The cost of the law firm services is a subject of contract and depends on mutual consensus as well as the scope of work.Lithuania […]

Steps to a successful business transfer:

Step 1 – Define the Personal Goals of the Owner
The owner must therefore balance his financial and interpersonal goals in order to find the best possible exit strategy

Step 2 – Understand that a Range of Values Exist for the Business
The value of a privately-held business depends largely upon who buys it. ‘External transfers’ to other industry players, financial groups, or by initial public offering, command more liquidity ‘up front’ while the owner relinquishes more control over the company

Step 3 -Examine the Options Available for the Transfer of Shares
There are three primary purchasers of privately-held business stock (or assets):

Parties to the transaction and types of transactions available (samples; not a complete list) qFinancial Groups – Recapitalization qIndustry Buyers – Acquisition (at Synergy Value) qInitial Public Offerings – IPO (at Public Market Value)

Step 4 – Provide Full Financial Disclosure to the Buyer
Assembling financial records and presenting them to a buyer is very time consuming, not a lot of fun, a very personal survey of how the business is run.

Step 5 – Assemble Your Advisory Team – Don’t Go It Alone
Invest the time and money in the right team of advisors; a successful business exit is more than worth.