Compa­ny exchan­ges: The search for buyers for the sale of a company

Every year, more than 70,000 business owners in Germa­ny look for an suita­ble succes­sors. And every year numerous Prospec­ti­ve buyers with suffi­ci­ent finan­cial strengthinclu­ding strate­gic inves­tors, invest­ment compa­nies, family offices and indivi­du­als for suita­ble compa­nies. Nevert­hel­ess, both sides find the search for the ?perfect match? predo­mi­nant­ly diffi­cult and protra­c­ted: Why is this so? How does the search for a buyer succeed? 

Aspects of the buyer search

The Compa­ny sale of one’s own compa­ny is a first and unique process for many sellers. Although they are well acquain­ted with the opera­tio­nal and strate­gic concerns of their compa­ny, they are overwhel­med with the compel­ling change of perspec­ti­ve that the sale of their own life’s work requi­res. As a rule, the sale of a compa­ny is not a fungi­ble asset, but a complex, evolved and indivi­du­al entity. It is not uncom­mon for there to be a lack of knowledge of a struc­tu­red, optimal proce­du­re in the search for quali­ta­tively suita­ble compa­ny succes­sors. If, on top of that, day-to-day business ties up the owners’ capaci­ties, the elabo­ra­te, profes­sio­nal search for a suita­ble succes­sor quick­ly fails for reasons of time or is postpo­ned altog­e­ther. And last but not least, entre­pre­neurs are right­ly extre­me­ly sensi­ti­ve when it comes to disclo­sing the inten­ti­on to sell. After all, making it known that a compa­ny is being sold can have a negati­ve impact on relati­ons with staff, custo­mers, suppli­ers or finan­cing banks.

Unsys­te­ma­tic approach to selling a compa­ny does more harm than good

In our many years of experi­ence at KERN Compa­ny Succes­si­on. Successful. we often obser­ve that owners who are willing to sell often approach the search for a buyer unsys­te­ma­ti­cal­ly. They only invol­ve trusted people from their known circle in their sale plan, but they do not neces­s­a­ri­ly have the experi­ence, networks and other possi­bi­li­ties to initia­te a profes­sio­nal, syste­ma­tic search for a buyer. A random approach, however, carri­es the risk that the sale will fail, take a dispro­por­tio­na­te­ly long time or not achie­ve the highest price.

So how do I proceed syste­ma­ti­cal­ly as an entre­pre­neur in my search for a suita­ble succes­sor or compa­ny buyer?

Targe­ted approach to finding a buyer for a compa­ny sale

First of all, it is advisa­ble to draft a neutral short descrip­ti­on of the compa­ny, the so-called ?compa­ny teaser?. This should contain the key data of the compa­ny. This includes the product portfo­lio, market segment, custo­mer struc­tu­re, region, turno­ver and earnings situa­ti­on. But it should also include the legal form, the amount of shares to be sold, the type of transac­tion envisa­ged and the special features of the compa­ny. In additi­on, it makes sense to give an indica­ti­on of the expec­ted purcha­se price or the method of deter­mi­ning the purcha­se price in the short descrip­ti­on. The compa­ny is thus descri­bed in the short descrip­ti­on for the sale of the compa­ny with its essen­ti­al characteristics.

Important: Anony­mi­sed short description

However, the compa­ny must not be identi­fia­ble from the short descrip­ti­on. Details of the compa­ny name, website or the like and special charac­te­ristics that enable the compa­ny to be identi­fied should there­fo­re be avoided. Other­wi­se it would become apparent on the market that a certain compa­ny has alrea­dy been offered for some time, respec­tively at a certain purcha­se price, without the compa­ny having been sold. And this can negatively influence the percep­ti­on of salea­bi­li­ty or value. Further­mo­re, the announce­ment of the inten­ti­on to sell can trigger the afore­men­tio­ned conse­quen­ces among employees and business partners. And this without the chance of profes­sio­nal commu­ni­ca­ti­on with these important stake­hol­ders. In additi­on, possi­ble buyer target groups should alrea­dy be defined in this phase. For examp­le, in additi­on to strate­gic inves­tors, invest­ment compa­nies, family offices and exter­nal indivi­du­als, are members of the existing manage­ment also suita­ble compa­ny succes­sors? Or should compe­ti­tors be conside­red as possi­ble buyers? Are there any antitrust regula­ti­ons that might prevent the purchase?

The brief descrip­ti­on is the essen­ti­al basis of the buyer search and serves as initi­al infor­ma­ti­on for poten­ti­al buyers or multi­pli­ers in a compa­ny sale.

Place­ment of the short descrip­ti­on for compa­ny sales in networks

Profes­sio­nal business succes­si­on advisors conti­nuous­ly maintain their exten­si­ve network contacts with the relevant multi­pli­ers. These include banks, associa­ti­ons, law firms, tax advisors, strate­gic inves­tors, finan­cial inves­tors and indivi­du­als willing to buy. These advisors can place the brief descrip­ti­on speci­fi­cal­ly in their contact networks. This typical­ly increa­ses the prospect of genera­ting high quali­ty interest within a short period of time. Such a place­ment is coordi­na­ted by profes­sio­nal advisors with the compa­ny seller before­hand. In this way, certain groups of buyers are included in the process or excluded from being approached.

Place­ment of the short descrip­ti­on in compa­ny exchanges

Independent­ly of this, you can consider posting the neutral short descrip­ti­on on one or more relevant compa­ny exchan­ges. In Germa­ny there are a large number of compa­ny exchan­ges run by diffe­rent opera­tors. In additi­on to nation­wi­de exchan­ges, there are regio­nal exchan­ges and special exchan­ges for certain sectors or profes­sio­nal groups (e.g. tax consul­tants and enginee­ring offices).

Brief overview of the most important compa­ny exchanges

The compa­ny exchan­ge ?nexxt-change? opera­ted by KFW and the Federal Minis­try of Econo­mics is the largest compa­ny exchan­ge in Germa­ny. On this platform, which is free of charge for trans­fe­rees and trans­fer­ors, most adver­ti­se­ments for compa­ny sales and compa­ny searches can be found. In general, there are more smaller commer­cial and trading compa­nies as well as catering businesses here than medium-sized and larger compa­nies. Offers can be posted free of charge by both sellers and prospec­ti­ve buyers. There­fo­re, some adver­ti­se­ments are no longer up-to-date becau­se they are not profes­sio­nal­ly maintained.

The ‘Deutsche Unter­neh­mer­bör­se’, opera­ted by the Handels­blatt publi­shing group, is fee-based for sellers and buyers. Typical­ly, the offers contai­ned here are up-to-date. There are signi­fi­cant­ly more offers from medium-sized and larger compa­nies for the sale of companies.

We at KERN-Unternehmens­nachfolge. Successful. have used our many years of market exper­ti­se to develop our in-house Compa­ny exchan­ge estab­lished. This exchan­ge presents all exclu­si­ve­ly managed manda­tes of the D-A-CH-wide locati­ons of the KERN succes­si­on advisors and also offers “full-service support”. Every offer for sale and every candi­da­te appli­ca­ti­on is checked in detail before it is activa­ted. KERN has over 110,000 verified inves­tor profiles in its network who are looking to buy compa­nies in the SME sector.

Few compa­ny exchan­ges offer decisi­ve advantages

The advan­ta­ge of super­vi­sed compa­ny exchan­ges is to genera­te greater publi­ci­ty for the offer. However, if a compa­ny exchan­ge is not accom­pa­nied in terms of quali­ty and content, the search for buyers is made more diffi­cult and suita­ble demand may not be genera­ted. For examp­le, this may lead to contact with prospec­ti­ve buyers without suffi­ci­ent equity capital or without suffi­ci­ent experi­ence. In additi­on, care should be taken to ensure that it is not trans­pa­rent to atten­ti­ve obser­vers how long a parti­cu­lar or identi­fia­ble compa­ny has been ‘on the market’. Practi­cal experi­ence shows that compa­ny exchan­ges can be a good supple­ment in the search for a suita­ble succes­sor. However, succes­si­on advisors can often alrea­dy identi­fy higher quali­ty demand direct­ly and discreet­ly through their networks without the need to post the offer on a compa­ny exchange. 

Another, important advan­ta­ge of invol­ving business succes­si­on experts is also that they can answer prospec­ti­ve buyers’ initi­al questi­ons about the compa­ny. This preser­ves the anony­mi­ty of the seller and he himself does not have to appear outward­ly recog­nisable at this stage. The advisor also acts as a filter for the serious­ness, suita­bi­li­ty and capital resour­ces of the prospec­ti­ve buyers.

Go through the check­list before posting on a compa­ny exchange

Confi­den­ti­al infor­ma­ti­on about the business being sold should only be disclo­sed after

  • of such a quali­ty check
  • express release by the seller
  • Signing of a non-disclo­sure agree­ment (?NDA?)

be issued to interes­ted parties. A Profes­sio­nal­ly prepared compa­ny exposé facili­ta­tes this phase of the process consider­a­b­ly. This conta­ins the name of the compa­ny, a detail­ed descrip­ti­on of the product portfo­lio and the relevant market environ­ment in which the compa­ny opera­tes, as well as key finan­cial figures, etc. The compa­ny exposé also usual­ly includes a compa­ny valua­ti­on accor­ding to the current­ly valid standards. As a rule, a compa­ny valua­ti­on accor­ding to the current­ly valid standards is also part of the compa­ny exposé. When prepa­ring the contents of the exposé and the form of presen­ta­ti­on, succes­si­on experts can help with their experi­ence from a multi­tu­de of other projects. Both the targe­ted approach to networks and the use of compa­ny exchan­ges genera­te a great deal of effort in the follow-up. This includes initi­al discus­sions with prospec­ti­ve buyers, checking the serious­ness of the enquiry as well as its profes­sio­nal and finan­cial background, checking the buyer’s objec­ti­ves and wishes, answe­ring questi­ons, etc. Experi­en­ced succes­si­on advisors can profes­sio­nal­ly relie­ve the seller in these fields of activity.

Ergo: The syste­ma­tic search for a buyer pays off for a compa­ny sale

The syste­ma­tic search for a buyer, i.e. the search for a suita­ble succes­sor, invol­ves identi­fy­ing, approa­ching and selec­ting prospec­ti­ve buyers. This repres­ents one of the greatest challenges for the compa­ny seller. The success and existence of the compa­ny, jobs and the achie­ve­ment of an optimal purcha­se price depend on it. A syste­ma­tic search for buyers genera­tes a greater and quali­ta­tively higher demand and thus helps to maximi­se the proceeds of sale and ensure the conti­nui­ty of the entre­pre­neu­ri­al work.

The advan­ta­ges of engaging profes­sio­nal business succes­si­on advisors in the search for a buyer are summarised:

  • Syste­ma­tic, targe­ted search for a suita­ble succes­sor invol­ving their exten­si­ve networks
  • Stock of a well-maintai­ned own pool of interes­ted parties willing to buy
  • Preli­mi­na­ry scree­ning of prospec­ti­ve buyers accor­ding to suita­bi­li­ty, serious­ness and finan­cial strength
  • Discre­ti­on, maintai­ning anony­mi­ty of seller and company
  • Time and cost savings, relief for the entrepreneur
  • General increase in the proba­bi­li­ty of success
  • Struc­tu­red process support and negotia­ti­on facilitation
  • Optimal legal and tax support

A profes­sio­nal search and selec­tion of prospec­ti­ve buyers for the sale of the compa­ny form a good start­ing point for the successful imple­men­ta­ti­on of the subse­quent steps in the sales process: initi­al talks with prospec­ti­ve buyers, compa­ny inspec­tions, exami­na­ti­on of the compa­ny by prospec­ti­ve buyers Due diligence, Letter of Intent, purcha­se price and purcha­se agree­ment negotia­ti­ons, signing and hando­ver of the company.

We will be happy to tell you which indivi­du­al measu­res need to be taken to syste­ma­ti­cal­ly find a buyer for the sale of the compa­ny and how these can be coordi­na­ted with each other: +49 2151 9378378 or by e-mail to: knuffmann@kern-unternehmensnachfolge.com

TIPS for further reading:

German Brand Award 2021 Award for KERN compa­ny succession

Calcu­la­te compa­ny value: It’s that easy

How targe­ted balan­ce sheet adjus­t­ments can increase the value of a company

How can you recog­ni­se reputa­ble business sale advisors?