Stratfield in Zwolle: Werken aan waarde voor aandeelhouders

The art of letting go

You are a business owner and your company has been undergoing healthy growth for a longer period of time. So you may have reached a point where you wonder how you should continue. Your roles as director and shareholder may conflict with each other because of this. What’s the best thing to do? In this blog, we will tell you about the art of letting go.

A business owner always has to serve two interests. The first concern is that the company is flourishing. The second concern is that the shares increase in value. On the face of it, there’s nothing wrong with this. A healthy company that’s making a profit means that the value of the shares will increase automatically. But the interests may also conflict with each other. For example, if investments need to be made. Of if other radical decisions need to be taken. Whichever role gains the upper hand depends on many factors, including the phase in which your company is in.

From entrepreneur to manager
If you start up a business then you are chiefly an entrepreneur. You put your company on the map, you focus on development and innovation and you are particularly occupied with external affairs. You are creative, inventive and you’ve got guts. If your business is growing, then a variety of new challenges emerge. Because to whom can you delegate tasks? How do you let your company run as a well-oiled machine? You’ve guessed it; you’re becoming more and more of a manager. You have to focus increasingly on the internal organisation.

From manager to business owner
Of course you are and will remain an entrepreneur. But as the value of your business grows, the value of your shares will also grow. For this reason, your share capital is an ever increasing factor that you have to bear in mind. Your role as principal shareholder will therefore also become more important. And before you know it, you will have to weigh up the pros and cons. Because are you going to invest in that new machine or those new business premises? And what kind of consequences will this have for your financial position?

Working in or on your business
At Stratfield, we hold these kinds of discussions on a daily basis with shareholders and principal shareholders. We often ask them whether they want to work in or on their business. Working on their business provides shareholders and principal shareholders with the greatest yield. But then choices do have to be made. It then often comes down to the art of letting go. Perhaps you need to look for a director who is going to work in the business. That requires trust from both sides. That requires mutual understanding of each other’s visions and ideas. But don’t forget, letting something go is different from letting something fall.

One step back, two steps forward
If you have taken the decision to work on your business and have decided that letting go is the most profitable option, then it is a matter of keeping an eye on the team you have assembled from that moment. A team that consists of people who are better than you in certain areas. People who continue to work on their development, enjoy what they are doing and, in this way, help your company to grow further. This isn’t only good for current development, but also for the future. Because just imagine. You would like to sell your company later on, but everything revolves around you as the key figure. A prospective buyer will know that the results will decline as soon as you withdraw from the company. That will considerably reduce the value of your business. By letting go now, you may be taking a step backwards, but in the long term you will be taking two or maybe many more steps forward. Isn’t that a pleasant prospect?

Do you need professional support?
A professional party with experience in this field can contribute to a solution for a prospective 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.

Part III

Mergers and acquisitions: the integration process

The acquisition has been completed. It’s now time for the next step: the integration of the target company into your own company. You should also bear in mind that the first hundred days after a takeover are crucial.

Attention

An integration process is complex. It causes a considerable amount of upheaval within the acquiring company and the acquired company. Employees wonder whether or not they can stay and the management is confronted with the challenge of achieving the right synergy. Research has shown that awareness of cultural differences, a satisfactory plan, clear communication and concern for the staff are vital to the long-term success of the takeover.

The right team

An integration process can be set up as a project, including a project team. Experience shows that the right composition of the team is important. For example, seniority in the project team is required, especially as unpopular measures will have to be taken. The project team should also be well informed about the goals of both organisations. Only then can the team work towards the same ultimate goal.

Performance

We recommend that the monitoring of performance, however difficult that may be, should start straight after the takeover. Perhaps you are going to operate in a larger market or even a new one where you are not yet sure of the rules of the game. It may also be that some things are not proceeding as you would like, Or that some things are proceeding even more quickly than you had expected. It’s a good idea to monitor all these issues so that you can quickly make any adjustments where necessary.

Communication

Perhaps one of the most important success factors during an acquisition is communication. This begins as soon as the impending acquisition has been made known. Always communicate this clearly and unambiguously to all the parties involved such as staff, suppliers and stakeholders. Involve them in the process and communicate clearly about the steps that are going to be taken. Also mention the milestones. In this way, you can ensure that interested parties remain involved in the procedure, meaning that the integration process can proceed more quickly and satisfactorily.

Value creation

As soon as integration begins, you can begin working on synergy by integrating job positions or business units. It is also important for existing and new employees to get to know one another quickly and to familiarise themselves with each other’s culture. Focus attention on matters such as working conditions, diversity, openness, job pressure and the style of management within both organisations. Perhaps you have access to larger or new markets as a result of the acquisition. Or new product-market combinations can be created. In this way, new or existing markets can be opened up.

Do you need professional support?

A professional party with experience in the field of integration 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.

We focus on value

Part II

Mergers and acquisitions: the transaction

You have found the perfect company for you and would like to acquire it. How do you set about this? Who should be your first contact? How do you make a bid? And how does the acquisition come about? At Stratfield, we subdivide the process into 5 important phases.

Phase 1 – Gathering knowledge

A successful acquisition depends on good preparation. Gathering important and relevant knowledge is essential to this. What you need to know at the very least is:

  • What are the interests and requirements of the shareholders?
  • What is the strategy of the business?
  • What are the strong and weak points of the business?
  • What are the financial results and prognoses of the business?

If you have the answers to these questions, it’s time to make your first contact.

Phase 2 – Making contact

When making contact for the first time, two matters need to be borne in mind.

  • Who is the right person? This is often the managing director or one of the shareholders. Who is going to approach this person? It is not always helpful to say who the interested party is straight away. In this case, it may be better to enlist the help of an intermediary.
  • What is the message you would like to convey? Thinking about this in advance will increase the chances of success. After making the first contact, a period of further acquaintance often follows. In our experience, a party is often pleased to hear that there is a prospective interested party. But that doesn’t mean to say that a party is also receptive to the idea of selling. It is therefore important to maintain contact. As soon as a change occurs in this situation, you will be the first party to be approached. This is a long-term process that mainly entails cultivating the relationship.

 Phase 3 – The negotiations

When the other party is prepared to talk in concrete terms about an acquisition, then you must verify the information you previously obtained. If this information is still correct and up to date, then you need to determine what you are prepared to pay for the company. For this purpose, you need to do a company valuation or have it done. The negotiations can then begin. Apart from the acquisition price, there are also various other matters that you have to agree upon. For example, will the management of the target company remain involved? Will the purchase price be paid in one go or in instalments? All these matters and more will be set out in a so-called declaration of intent.

TIP

For you as prospective buyer, it would also be extremely worthwhile to think about what you have to offer the target company. Many studies have shown that adding value to a target company increases the chance of a successful acquisition enormously.

Phase 4 – Due diligence investigation

Up until now, you will have relied on the information you have gathered and verified and on a company valuation. Of course, you will also wish to inspect the accounts of the target company in an attempt to get as accurate an idea as possible of the company risks, among other things. We call this a due diligence (or books) investigation. Such an investigation focuses on financial matters, taxes, legal aspects and possibly also on the market. The target company sets up a so-called data room to facilitate this. This contains the most essential information about the company. In most cases, this takes place in a digital environment where the necessary documents are disclosed. If you wish to gain permission to inspect this information you, as the buyer, have to sign a non-disclosure agreement.

Phase 5 – Concluding the transaction

If the due diligence has been completed, then the purchase agreement can be drawn up. Any special features arising from the due diligence will be specified in more detail in this and the agreements concluded will be recorded. In this purchase agreement, matters such as guarantees with respect to the annual accounts, indemnities for specific risks and a non-compete clause will generally be included. Besides the purchase agreement, there will be a formal transfer. This can involve a transfer of shares or the transfer of assets and liabilities. The actual transfer of shares takes place through a deed of transfer executed by the civil-law notary.

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.

Leendert Stam en Richard Zwart, bedrijfsadviseurs Stratfield

Part III

Mergers and acquisitions: the integration process

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Quote "We focus on value"

Part I

Mergers and acquisitions: the right business

No less than 70% to 90% of takeovers fail to succeed. An important reason for this is that people often only take a one-sided look at what there is to gain from a target company. In practice, however, it appears that the chance of success of a takeover increases if people look at what value can be added to a target company. In the case of plans for a merger or acquisition, it is therefore of vital importance to focus attention on an ideal company profile as regards strategy, organisation, staffing in crucial positions and culture.

First selection

If the ideal company profile has been drawn up, then the actual search can begin. Subsequently, you can first look at companies that are for sale. It is often possible to make an interesting first selection simply on the basis of the company profile. But your competitors won’t be sitting still either and perhaps, like you, are also looking to acquire a company. Perhaps the companies with the greatest potential for you have already been taken off the market. In that case, you could try a different, smarter approach.

Leendert Stam en Richard Zwart, bedrijfsadviseurs Stratfield

Acquisition strategy

A study by the international management consultancy bureau McKinsey & Company showed that businesses who actively search for companies to merge with or to acquire perform better than the competition. Several smaller acquisitions, in particular, increase the economic result considerably. If anything, companies who make use of a structured acquisition strategy achieve significantly better results. That’s not really surprising; the more often you do a merger or acquisition, the better at it you become.

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 perhaps you are 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.

Corporate finance adviseurs Leendert en Richard werken aan waarde

Part II

Mergers and acquisitions: the transaction

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Doing things differently

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. 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.

Acquisition, a golden deal or a real headache?

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.

Multiples for fast value assessment

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.

 

Acquisition strategy for acceleration

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.

Stratfield supervises Eshuis share transfer

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.