Snelstart, originally from Texel, has been developing and supplying businesses with smart accounting packages for more than 40 years. The Ploeg family, shareholders of SnelStart, transferred their shares to the current board of directors. Stratfield conducted the share transfer successfully.

The Ploeg family set up SnelStart more than 40 years ago to make the administrative tasks of businesses easier to manage. Nowadays, more than 100,000 businesses use SnelStart’s accounting applications and software and its office is in Alkmaar. But modern times bring new challenges with them. Challenges that the descendants of the founder did not feel comfortable with. This is why they transferred their shares to the current board of directors, consisting of Frits Ploeg and Herman Weessies.

Emotions

Stratfield gave advice and assisted with the share transfer process. According to Leendert Stam from Stratfield, emotions are always involved when a share transfer takes place in a family business. ‘You need to steer around them without losing sight of the professional dot on the horizon. In the case of the SnelStart share transfer, we also managed to create sufficient value for all those concerned and to retain it. Now that the share transfer has taken place, the new board of directors has the scope and the opportunity to allow SnelStart to develop and grow while applying new insights and modern management practices. At the same time, the descendants of the Ploeg family can rest assured that ‘their’ company is still in safe and trustworthy hands.

At the beginning of November, the Dutch Coin International took over the Belgian and Luxembourg activities of international company, Sungard. This means that COIN is now the market leader in physical workplace recovery services in the Benelux. Stratfield advised and assisted COIN during the takeover.

COIN was already the market leader in physical workplace recovery services in the Netherlands. In addition, COIN offers secure online continuity, cyber security solutions and data recovery & cloud services. COIN has many renowned financial service providers and organisations, government bodies, regulators, logistic organizations and medical companies and organizations among its clients. They purchase services such as workplace, data and/or telephone recovery if they are confronted with cyber and ransomware incidents, power failures or other calamities such as fire.

Complex

The takeover of the Belgian and Luxembourg Sungard services fits in with COIN’s growth strategy. However, owing to Sungard’s organisational structure, the takeover was complex. Leendert Stam from Stratfield said this about it: ‘As we have already said, COIN did not take over the whole of Sungard, but only the Belgian and Luxembourg activities. This was complicated because these activities were intertwined with those of the international organisation of Sungard. For example, support was provided from Sungard France, while the management had its headquarters in the UK. The Sungard board of directors and the corporate finance assistance operated from the US. This meant that matching and integrating activities and processes had to take place very carefully after the transaction. And yes, this obviously had an influence on the agreements that were set out in the purchase agreement.’

Good deal

The relationship between COIN and Stratfield goes back to 2018. Richard Zwart from Stratfield: ‘We were then able to assist with a management buy-out. Since then, we have remained in contact. This also led to Stratfield being the designated party to advise the COIN management board and to assist with the takeover. This has led to a good deal for all parties which was settled at the beginning of November. The fact that we also participated in the takeover of Sungard using risk-bearing capital shows that Stratfield and COIN have full confidence in each other and in the future.’

FleetGO, located in Hattem, has recently been merged into the FleetGO Group. For this purpose, software investor, Main Capital Partners acquired a controlling interest in the high quality telematics company. In order to create the FleetGO Group, Main also took over the German Wanko. Stratfield advised FleetGO shareholders regarding the takeover.

FleetGO, with offices in the Netherlands, Germany and Turkey, has focused since its inception in 2010 on all-in-one solutions for the logistics sector, including end-to-end telematic solutions such as GPS tracking, Remote Tacho Download and Tachograph Analysis. These solutions enable more than 5,000 customers, including DHL and Reym, to create smarter fleets based on data and observations relating to the performance of drivers and fleets. Furthermore, they are able to optimise their efficiency, reduce their costs and minimise their risks.

Wanko, located in Germany, focuses on the development of software for warehousing and route optimisation. The takeover by Main Capital Partners means that FleetGO and Wanko have now been merged. The combined company FleetGO Group is going to offer comprehensive software solutions for Warehouse Management, Transport Management and Fleet Management in the DACH and Benelux regions.

Stratfield advised the FleetGO shareholders regarding the takeover. According to Leendert Stam and Richard Zwart, the takeover by Main Capital Partners offers attractive growth and development opportunities for both the company and the management.

There are several ways of creating extra shareholder value. The beauty of it is that one way doesn’t exclude the other. On the contrary; a well thought out and creative strategy can take advantage of all the existing opportunities and possibilities in the company to create extra returns. In this blog, we  give you our views on focusing on value based on three levels of value.

During the course of our day-to-day activities, we regularly talk to business owners who work in their company. By this we mean that they spend a disproportionate amount of time on operational matters. Their working days are governed by clients, staff, production processes, you name it. Of course, there is nothing wrong with this. The more efficient the organisation of the company is, the greater the chance of success. But as a business owner you would be wise to work on your company too. After all, it is your capital that is ‘in the business’. And you want to secure a return on this. How do you do that then? What’s the best thing to do? At Stratfield, we look at the focus on value at three levels.

Value level 1 – Pursuing results

Entrepreneurs generally measure their success against their turnover, margins and results. In many cases, the focus lies on turnover growth. If the turnover is in line with the prognosis, then the margins and the results or the profits come into the picture. An increased turnover therefore means better results. At the same time, entrepreneurs try to influence the results in a positive way by carrying out continual improvements and adjustments in their business operations. This might include process optimisation, cost price reduction or a higher level of customer satisfaction. Important focal points that require constant attention are the increase of delivery reliability and the recruitment and retention of staff. In other words, at this level you achieve turnover growth in combination with an ever increasing efficiency in business operations.

Value level 2 – Pursuing returns

At this next level of focusing on value, making a profit is still the underlying principle, but now we are  adding a return on invested capital to it. How do you determine this? Quite simply, by dividing company results by the invested capital. This formula implies that the return is affected by the level of the results and by the amount of capital existing in the business. If the results are the same, but the capital required to run the company diminishes, then the return will increase. An attractive spin-off is that the value of the company also increases.

This level of focusing on value does, however, require a more conscious manner of looking at the company. By this we mean that the trick lies in ‘freeing up’ the liquidity already available in the company. For example, this might include:

• Raising the stock turnover ratio
• Adjusting the debtors’ and creditors’ days outstanding
• The reduction of the scope of work in progress

As you can see, it’s possible to ‘free up’ money without complicated financial models and/or borrowed capital. With less money in the business, the same or even better results can often be achieved. The effect of this is that the return on the invested capital always increases. And that ‘freed up’ money? You can use that for new activities. Or for investments in real estate or shares. Because that is also an excellent option.

 Value level 3 – Pursuing value

At this third level of focusing on value, we add yet another aspect and this involves the return on the assets of the business. Imagine that a business has invested in specific knowledge or a unique production process. Or money has been released to set up a logistics network. This knowledge, that unique process or that logistic network may also be of great interest to other market participants. In other words, it’s possible to devise an interesting revenue model: for example, in the form of a takeover or a participation. This means that all those investments made will yield even more. Studies have shown that many companies and particularly those who go in search of alternative revenue models achieve an above-average return on their assets. Or, by giving other companies the means to grow, you can optimise the use of your own assets and the return will increase. How about that for value creation?

Do you need professional support?

Would you like to know what opportunities and possibilities there are in your business to achieve an extra return on your invested capital? Then please get in touch with us to see what we can do for you. Our contact details are here.

What makes one company more successful than the other? McKinsey advisers Chris Bradley, Martin Hirt and Sven Smit carried out no less than 10 years of research into this. The trio involved the 2,400 largest companies in the world in their research. They incorporated all the insights and experiences they had gathered into the book ‘Strategy Beyond the Hockey Stick.’ What is the key to success? And how can you also do business ‘beyond the hockey stick’?

Doing business ‘beyond the hockey stick’

What makes one company more successful than the other? McKinsey advisers Chris Bradley, Martin Hirt and Sven Smit carried out no less than 10 years of research into this. They incorporated all the insights and experiences they had gathered into the book ‘Strategy Beyond the Hockey Stick.’ What is the key to success? And how can you also do business ‘beyond the hockey stick’?

After analysing thousands of companies, Bradley, Hirt and Smit concluded that there are three groups of companies. The first group, around 20%, makes losses. And heavy ones too sometimes. Then there is a large group, 60% in total, that makes very little profit. Then there is 20% over. These are the top-performing companies that do create a lot of value. This was the ideal group of companies to scrutinize more closely. Because what is it that makes them perform in such an excellent way? Bradley, Hirt and Smit found a number of recurring success factors.

Well-thought-out M&A policy

The top 20 best-performing companies pursue a well-thought-out M&A policy (mergers and acquisitions), focusing a great deal of attention on strategy, organisation and culture. The closer the connection between these elements, the higher the return on a merger or acquisition.

Dynamic use of resources

Allocate money, talent and attention where these can create or add the most value. It sounds so logical, but it is the top 20 best-performing companies who know that this makes all the difference.

• Avoid averages. Just take a good look at the differences in each location or department. And adjust allocations accordingly.
• Focus on value creation Use the right tools to assess where the resources are going. For example, the expected profit can be divided by the financial means that you need to create the profit.
• Facts and logic. It can be difficult to improve performance. And it is even more difficult to pull the plug on something. But sometimes this is the beginning of success. So always base allocations on facts and logic and not on hope or trust.
• Be dynamic. Adjust resources continually in order to respond in the best conceivable way to changing circumstances.

 Above-average investments

The research by Bradley, Hirt and Smit also showed that the top 20 best-performing companies invest substantially more than companies that perform less well. This doesn’t just involve investments in material goods such as machines, but also in intangible assets. This might include, for example, investments in staff and customer relationships and socially responsible investments.

More efficient production

This success factor also appears to be an open door. And yet the top 20 best-performing companies also appear to excel in this area. By continually improving efficiency, the cost price can be reduced and less working capital is required. This means that the return on the total amount of invested capital increases again.

Differentiation of the organisation

Should you acquire more of the same or would it be better to differentiate? It is abundantly clear that the top 20 best-performing companies opt for the latter. This means that in the course of time they will spread their risks and achieve a greater return.

Inside out

Bradley, Hirt and Smit’s final and important conclusion is that average and underperforming companies largely have an ‘inside view.’ However, the danger of an inward focus is that this is often subjective and not well-founded. This manifests itself in risk-avoiding behaviour and unclear goals and prospects. By contrast, the top 20 best-performing companies generally take an ‘outside view’ and look to see what added value they can offer acquired companies. This means that acting and thinking ‘inside out’ is of strategic added value.

Need a professional sounding board?

Would you like to discuss how you can also do business ‘beyond the hockey stick’? Get in touch and let us know how we can help you. You can find our contact details here.

Acquiring companies is an attractive and frequently applied growth strategy. Unfortunately, in practice, 70% to 90% of the acquisitions result in failure. But how do you make a success of an acquisition then? In this blog, we will give you some practical tips about this.

In order to determine how you should conduct a successful acquisition, you should first of all make an analysis of why so many acquisitions fail. This has a lot to do with the fact that companies generally look at the profit to be gained in a one-sided manner. A higher market share, for example. Or the recruitment of specialists and even competition. There is often less focus on what the acquiring organisation can add in the way of value to the target company. And that is often exactly where success lies. By ‘providing’, you can make a difference between a golden deal or a real headache. This provision can be done in various ways.

Make growth capital available

Making growth capital available is the most tangible and measurable form of appreciation. The acquired company can use this capital for process optimisation or innovation, for example. It is very important that you have a thorough understanding of the company you wish to acquire and the market in which it operates. With this knowledge you can ensure that the growth capital is being well spent. Growth capital doesn’t necessarily have to come from your own funds. Private equity funds also provide capital, obviously in return for the necessary yield requirements.

Ensure that there is a clear ambition

Another way to add value to a target company is by ensuring that you formulate a clear and feasible ambition. Because which way do you want to go with the company? What process policy is needed for this? And why are these changes necessary? The more employees are able to identify with this ambition, the more committed they will be in achieving it.

Transfer one or more important competencies

It can also be very worthwhile to transfer specific competencies to the acquired company. The acquisition of TDC, EME-Engel and Tricas by the ITMGroup is a good example of this. After the takeover, these companies consolidated their knowledge and opportunities to become a world leader in the soap and detergent industry. This enabled a small player like EME-Engel to become a valuable supplier to multinationals in the soap and detergent industry. TDC added packaging technology to this. Tricas was brought in to develop new, better and safer capsules that dissolve in water. The ITMGroup brought in technology and knowledge from the tobacco industry, except it was now for a totally different sector. By consolidating knowledge and capacity, the ITMGroup became the first ready-made supplier in this industry.

Share one or more important production resources

A fourth way in which to add value is by sharing one or more of your production resources with the company that you acquire. Here is another example. Following the acquisition of delivery network De Buren, bpost shared important production resources. In this way, De Buren was able to grow quickly with unmanned pickup points in Belgium. If these production resources hadn’t been shared, this would have taken far more time.

Do you need professional support?

A professional and experienced party with experience in the field of acquisitions can offer many tips and advice about making the golden deal. Are you looking for a company to acquire? Or are you perhaps on the point of selling your company? Get in touch and let us know how we can help you. You can find our contact details here.

You’re thinking of acquiring a certain company. But how do you arrive at the right bid? With so-called multiples, you can make a quick assessment of the market value of the company you are interested in. Multiples are the most commonly used method for the valuation and price-setting of companies. Multiples are also known as relative valuation or market-based valuation. What you actually do is compare an interesting company with other companies in the same sector with the help of financial ratios. Multiples are also known as rules of thumb in the Netherlands. A takeover bid can also be determined on the basis of a company valuation. This can be done on the basis of a percentage of the annual turnover, multiply a factor by the result after tax or a factor by the EBITDA.

EBITDA versus EBIT

EBITDA stands for Earnings Before Interest, Taxes, Depreciation and Amortisation. In particular, companies that grow quickly and/or have a lot of debts due to acquisitions prefer to use the EBITDA. This is because the results of these companies after taxation are often negative and sometimes even too negative.

 EBIT stands for Earnings Before Interest and Taxes. In other words, the turnover minus the costs incurred to achieve this turnover. This may include, for example, staff costs and purchasing. Taxes, interest payments and/or interest received are therefore not taken into account in the case of an EBIT.

Pitfalls with multiples

A multiples valuation can therefore give a quick and quite reliable indication of the value of a target company. That is, for those who have mastered the art of working with multiples. For those who are less familiar with multiples, there are a few pitfalls to bear in mind:

• Companies vary in their product range, but also in the target groups they focus on. This makes the composition of a group of comparable companies very difficult.
• Prices for mergers and acquisitions do not always come about in a rational way. A considerable number of comparable transactions are needed to figure this out.
• The future value of a (starting) company is heavily dependent on the management team. The shares are also not so easy to trade as they are in the case of a listed company. That’s why an adjustment factor always has to be applied to the value.

Do you need professional support?

It is important to realise that multiples are rules of thumb that you have to apply with the necessary know-how. Would you like our professional support with a valuation assessment and a takeover bid? Get in touch and let us know how we can help you. You can find our contact details here.

Since the end of January, Max Beijer has been travelling to Stratfield every day instead of Windesheim, because he’s doing an internship there until the end of June this year. The 4th year Finance & Control student is very happy about this, he says. ‘I certainly am! The atmosphere here is open and informal, you could almost say easy-going, although everyone is too hard-working for that. I can say this on the basis of my own experience because they allow me to take a look behind the scenes and join in with meetings and discussions with clients. And yes, I’ve learnt enormously from this. I would even go so far as to say that I have learned at least as much at Stratfield during the past two months than in all my years at school.’

Apart from gaining practical experience, Max is also carrying out an internship assignment. ‘That’s right. I’m doing some research into whether it would have been wiser for company shareholders to keep their shares rather than sell them. When the company was sold, the liquid funds released were reinvested again in a specific portfolio. I now need to compare the return ratio between the two scenarios. I have already completed the research model, so I now need to fill this with variables to arrive at an informed conclusion. A great assignment, with an interesting final result for Stratfield.’

And what are Max’s future plans? ‘After my graduation, I would like to do a Master in Economics & Finance together with some friends in Italy – in Padua to be precise. This ambition is really high up on my wish list. Just like my secret dream of setting up my own boutique-like corporate finance office.’ A bit like Stratfield? ‘Now that would be really great,’ laughs Max.

Achieving growth through strategic acquisitions can be an effective way to enhance the profitability of your business. Particularly, if you use your business resources to accelerate the growth of the companies you buy. How do you tackle this?

Formulate an acquisition strategy

A good acquisition strategy is the basis for growth. And it helps you to determine what type of companies you are going to look for. In addition, it is particularly important for these companies to be able to accelerate after you have acquired them. You can do this by making your in-house techniques available to the acquired company. You can also allow the acquired company access to your markets and customers. However, it is advisable to check out beforehand whether you have the necessary internal capacity to achieve the envisaged synergy. Because, of course, an acquired company must not be allowed to undermine your own company.

Set criteria for your target group

Not every company is suitable for you and your organisation to acquire. For this reason, it is important to set criteria that the target company must be able to satisfy. The kind of company, for example. The size of the company, the location and the sector also have a bearing on this. On the basis of these criteria, look for a number of possible candidates and analyse whether or not they are suitable.

Evaluate the company

Always enter into discussions with the first selection of companies to see whether they fit into your strategy. During these discussions, you can try to find out whether these companies meet your requirements.

Exploratory discussions also offer you the opportunity to gather more information about the company. Last but not least, you can also assess whether the company would be receptive to a far-reaching collaboration or takeover.

Determine the value

Is a company receptive to acquisition? If so, it is time for a value assessment. A valuation analysis will help you to identify the value of the shares of the company. A well-used method is the DCF method, the Discounted Cash Flow method.

Start the negotiations

After carrying out several valuation methods, have you determined whether the company has enough potential? Then it’s time to start up the negotiations with an opening bid, determined on the basis of the valuation analysis. If you agree upon the acquisition price and other matters, then you set these out in a declaration of intent.

Never forget, the due diligence investigation

A very critical moment during an acquisition is the due diligence investigation. You will then – under certain conditions – be allowed to inspect the accounts of the target company. You should be aware that if you do not carry out a due diligence investigation, you can never recover any losses from the selling party after the takeover. The purchase agreement can now be drawn up on the basis of the results of the due diligence investigation and the declaration of intent.

Draw up the contracts

Have any insurmountable risks come to light during the previous steps? If not, the final contracts can be drawn up.

Conclude the deal

All the details have been discussed. The funding has been arranged. The deal can be concluded. Your management team and that of the acquired company will now need to discuss as quickly as possible what the internal organisation will look like from now on.

Do you need professional support?

A professional party with experience in this field can contribute to a solution for a proposed acquisition. Are you looking for a company to acquire? Or are you perhaps on the point of selling your company? Get in touch and let us know how we can help you. You can find our contact details here.

Peter Overbeek had already been CEO of the Eshuis Packaging Printing business for 20 years when major shareholder Peter Eshuis died. This meant that Overbeek, who already owned 30% of the shares, had the opportunity to acquire the remaining shares. But what was Eshuis worth? How should the negotations proceed? And how was Overbeek to fund the acquisition of shares? He asked Stratfield to assist him with the deal. ‘I was looking for a professional party with the necessary expertise, but also a committed and loyal partner with integrity.’

Peter Overbeek’s challenge

Overbeek: ‘When I got the opportunity to acquire all the Eshuis shares, I was more than interested. As sole shareholder, I was in a position to take steps to safeguard the continuity of this wonderful company and to help it grow. But I didn’t know if it was financially feasible to acquire the shares. I asked Stratfield to make a financial calculation. On the basis of the annual accounts and Eshuis’s long-term plan, they determined the value of Eshuis. They also calculated that I could fund this amount with an external party and a bank loan. I subsequently entered into the acquisition process with Stratfield.’

 Stratfield’s approach

‘Stratfield conducted the talks with the representatives of the Eshuis family for me and the negotiatons about the value of the shares. When contact with the selling party proceeded less smoothly than expected, Stratfield put me in touch with an excellent lawyer for legal support. In the end, we signed a settlement agreement with the Eshuis heirs in May 2018, defined the purchase price of the shares and completed the negotiations regarding the property of the company. In December 2018, I officially acquired the shares and on 1 April 2019, I bought the property.’

 The search for a suitable financier.

‘As I said, I could only fund the acquisition of the shares and the property with the assistance of an external party. For this reason, Stratfield entered into discussions with banks, subordinated loan funds and private equity houses at an early stage. In the end, we concluded that Wadinko was the most suitable party to ensure the success of the deal. Leendert Stam already knew Wadinko and knew that Wadinko and Eshuis would be perfectly compatible with each other.’

 Negotiations for the perfect deal

‘Already during the first presentation to Wadinko, Stratfield appeared to be right. Wadinko went along with my ideas, strengthened my aspirations and Wadinko’s fine reputation makes our company sustainable, better and more sound. On top of this, collaboration with Wadinko ensured that it was easier for me to obtain a bank loan to fund the acquisition. For the continuity of Eshuis, the collaboration with Wadinko was the best option. It is also feels good that this party has become my partner with 40% of the shares. In addition, Stratfield conducted the negotiations astutely and concluded the perfect deal with Wadinko.’

‘Thanks to Stratfield, the deal was done’

 Working together as a close team

‘Looking back on the collaboration with Stratfield, I can only conclude that the successful acquistion of the shares and property had everything to do with mutual trust. Richard Zwart and Leendert Stam acted in a professional and competent way and were continually contributing ideas and solutions. They are solution-oriented, approachable, hands-on, committed and extremely trustworthy and loyal. The fact that we concluded the deal without a collaboration contract speaks for itself as far as I’m concerned. Together with the lawyer, we acted as a close team with the same goal in mind. We had many discussions, coordinated various issues and, at tense moments, unravelled problems in close consultation with each other. And, thanks to the commitment of Stratfield, I entered into the collaboration with Wadinko. Now I can take new steps towards a bright future with Eshuis.’

 For Peter Overbeek, Stratfield

• Calculated the financial feasibility of the acquisition of shares;
• Conducted the talks with the selling party;
• Negotiated on the purchase price with the selling party;
• Provided the required legal support;
• Searched for and found the most suitable financier;
• Conducted the negotiations about the collaboration deal.