Compa­ny acqui­si­ti­on: every­thing you need to know in 2024

Buying a business is a big decis­i­on. There are many diffe­rent factors that need to be conside­red before deciding to buy. What does the process look like? What time frame should be planned for? Where do finan­cing pitfalls lurk? We explain every­thing you need to know about buying a business!

Why buying a compa­ny is easier, more lucra­ti­ve and more exciting than founding it yourself

We support prospec­ti­ve buyers looking for the right compa­ny with our large KERN network from targe­ted, effici­ent research to successful takeover (M&A). We are connec­ted to the most important stock exchan­ges and maintain over 500 direct contacts with banks in the D-A-CH region. This is how we enable inorga­nic growth as well as the imple­men­ta­ti­on of your entre­pre­neu­ri­al vision.

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How to make your business purcha­se a success. The expert guide for family businesses.

Concen­tra­ted exper­ti­se and compact infor­ma­ti­on. 25 KERN experts have summa­ri­sed the most important infor­ma­ti­on for your successful compa­ny acqui­si­ti­on (M&A) on 200 pages.

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Compa­ny acqui­si­ti­on check­list (PDF)

At first glance, a corpo­ra­te transac­tion can seem like a daunting endea­vour. But it doesn’t have to be if you recei­ve profes­sio­nal support.

For the due diligence (dd = due diligence) you can use our free check­list here, which gives you an initi­al overview of the documents to be checked.

Checkliste Unternehmenskauf / Due Dilligence

Compa­ny acqui­si­ti­on (M&A) with the support of our KERN network

Precise search profile

Creati­on of a custo­mi­sed profi­le for the targe­ted search for suita­ble companies.

Learn more >

Targe­ted buyer approach

Addres­sing relevant compa­nies and multi­pli­ers such as chambers, banks and consul­tants. Adver­ti­sing in the most renow­ned M&A exchanges.

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Selec­tion

Identi­fi­ca­ti­on, analy­sis and selec­tion of suita­ble target compa­nies. Discreet direct approach and verifi­ca­ti­on of readi­ness to sell.

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Negotia­ti­on finan­cing partner

Negotia­ti­on and integra­ti­on of a wide range of finan­cing partners for the acqui­si­ti­on of a company.

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Due Diligence

LOI imple­men­ta­ti­on as well as prepa­ra­ti­on and execu­ti­on of the compa­ny audit (DD), negotia­ti­on and conclu­si­on of the Compa­ny purcha­se agree­ments.

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Post Merger Integration

Optio­nal Post Merger Integra­ti­on (PMI). After­ca­re for corpo­ra­te develo­p­ment, such as integra­ti­on of teams, synchro­ni­sa­ti­on of missi­on statements.

Learn more >

It helps enorm­ously to have a neutral perso­na­li­ty as a contact person for all members of the family. 

Our inter­nal family succes­si­on and the coaching of my sons was handled very sensi­tively and with commit­ment by Mr Koerber. Many insights and activi­ties would have been left out in our family without the KERN support of our genera­tio­nal change. It helps enorm­ously to get an outside perspec­ti­ve and to have a neutral perso­na­li­ty available as a contact person for all members of the family.

K.S., entre­pre­neur from Essen  , Person­nel service provider 

Parents and child­ren from family businesses have a very concre­te benefit from this 

Our clients are medium-sized compa­nies and the challenges of genera­tio­nal change, compa­ny sales or emergen­cy provi­si­ons are ‘peren­ni­al issues’ for us. We have been working with Mr Koerber and KERN for years and value his practi­cal knowledge and the orien­ted training and coaching. Parents and child­ren from family businesses benefit from this in a very tangi­ble way.

W.S., further educa­ti­on insti­tu­te from Rheda-Wiedenbrück  , Head of a nation­wi­de acade­my for trading companies 

For us as a family business, the support provi­ded by Mr Koerber was a great benefit 

For us as a family business, combi­ned with the many challenges of the future genera­ti­on change, the support of Mr Koerber was a great benefit. Especi­al­ly through media­ti­on, we can now under­stand each other better and deal with conflicts differ­ent­ly. We recom­mend working with the experts from K.E.R.N. when problems arise in the succes­si­on process!

J.M., entre­pre­neur from Osnabrück  , Manufac­tu­ring, whole­sa­le and retail trade 

I have enjoy­ed working with KERN very much 

I have very much enjoy­ed working with KERN and, as a repre­sen­ta­ti­ve of the buyer side, am always pleased when sellers ? especi­al­ly family businesses ? recei­ve holistic advice and are speci­fi­cal­ly prepared for a sale.

F.H., respon­si­ble M&A manager in NRW  , Inter­na­tio­nal services group 

… Very satis­fied and would recom­mend Kern at any time and without reservation. 

What I parti­cu­lar­ly liked about KERN and Mr Ingo Claus was the very profes­sio­nal and trusting way in which he dealt with me as a compa­ny seller and the interes­ted parties. Mr Claus always acted in a soluti­on-orien­ted manner and was in constant dialo­gue between me as the seller and the poten­ti­al buyers. Even though the sale was not comple­ted in the end, which was due to exter­nal circum­s­tances, I was very satis­fied with the work done by KERN and Mr Claus and would recom­mend KERN and him at any time and without reservation.

M.B., entre­pre­neur from Lower Saxony  , Owner of a proper­ty develo­p­ment company 

After a lengthy selec­tion process we decided on KERN 

By its very nature, there are not multi­ple oppor­tu­ni­ties when selling a business. That is why choosing the right manage­ment consul­tant is so important. After a lengthy selec­tion process, we decided on KERN and Holger Haber­mann. With great perso­nal commit­ment, Mr. Haber­mann has successful­ly maste­red all tasks, both in terms of content and manage­ment. I would parti­cu­lar­ly like to empha­sise the wide-ranging exper­ti­se, the metho­di­cal approach, the objec­ti­ve, calm manner and the straight­for­ward­ness in the discussion.

H.K., entre­pre­neur from Bavaria  , Owner of an infor­ma­ti­on techno­lo­gy company 

… We have achie­ved our goal and can defini­te­ly recom­mend working with KERN

The KERN team was recom­men­ded to me as part of our compa­ny sale and, in retro­s­pect, we are very glad to have recei­ved this tip. The negotia­ti­on process for the sale was complex, lengthy and someti­mes threa­ten­ed by emotio­nal misun­derstan­dings in the outco­me. However, thanks to the great experi­ence and skill of our KERN consul­tant, we achie­ved our goal and can defini­te­ly recom­mend working with KERN.

J.F. , Entre­pre­neur in the Osnabrück area  , Trade and techni­cal services 

Especi­al­ly the serious­ness and profes­sio­na­lism gave me a secure feeling at all times 

My pre-selec­tion decis­i­on to 100% proved to be the right one. KERN did a really good job from the prepa­ra­ti­on of my compa­ny in an exposé, to the search for buyers, to the facili­ta­ti­on of negotia­ti­ons and the comple­te imple­men­ta­ti­on of my succes­si­on. In parti­cu­lar, the serious­ness and profes­sio­na­lism gave me a secure feeling at all times. Our goal was successful­ly achie­ved in a good 8 months. I am happy to recom­mend KERN to others.

G.O.K., entre­pre­neur from Hamburg  , Service provi­der with own branch locations 

Without the view from outside, we would proba­b­ly never have reached our goal so quick­ly and safely 

In the context of my compa­ny succes­si­on, the merger with a compe­ti­tor compa­ny was the ideal soluti­on. The KERN team, and especi­al­ly Mr. Koerber, accom­pa­nied us sensi­tively as a modera­tor and process facili­ta­tor and combi­ned the interests of both negotia­ting partners well. Without the view from outside and the negotia­ting experi­ence, we would proba­b­ly never have reached our goal so quick­ly and safely!

J.K. Entre­pre­neur from Berlin  , Trade and services 

An extre­me­ly reputa­ble and compe­tent partner in the accom­p­animent of succes­si­on processes. 


J. K. 

We have had very good experi­ence with Norbert Lang in parti­cu­lar. He is an extre­me­ly serious and compe­tent contact person when accom­pany­ing succes­si­on proces­ses. As a lectu­rer at lectu­re events, he impres­ses with his very lively and authen­tic style.

Very much appre­cia­ted his abili­ty to get to grips with the ins and outs of family businesses 


Petra Rausch ? Entre­pre­neur from Lohmar  Berät Famili­en­un­ter­neh­men bei Internationalisierungsprojekten 

I got to know Mr Claus in 2010 as part of an expan­si­on project for an owner-managed compa­ny. During this time, I came to appre­cia­te his goal-orien­ted approach and his abili­ty to get to grips with the speci­fics of family businesses. I am happy to recom­mend him.

… we succee­ded in finding exact­ly the right compa­ny for our parti­cu­lar niche 


W.S., Managing Direc­tor from the Frankfurt/Main area  Waste manage­ment service provi­der, market leader in a niche segment 

We had our growth strategy accom­pa­nied by the specia­lists from KERN. With a precise target analy­sis and detail­ed market research, we succee­ded in finding exact­ly the right compa­ny for our parti­cu­lar niche. The effort invol­ved in such a step should not be undere­sti­ma­ted. With KERN, we have found profes­sio­nal support. At the same time, the succes­si­on problem of the compa­ny to be taken over could be solved substan­ti­al­ly and in the long term.

Known from numerous publications


Table of contents


Advan­ta­ges and disad­van­ta­ges of buying a company

The advan­ta­ges include that you acqui­re an estab­lished compa­ny that alrea­dy has custo­mers and enjoys a certain degree of name recogni­ti­on. You also take over a team of employees who alrea­dy know the compa­ny and how it works. 

However, there are also possi­ble disad­van­ta­ges to buying a business. Buying a business is a big decis­i­on that should be careful­ly conside­red. Above all, the risks of the purcha­se should be weighed up. Can I, as the buyer, ensure the important know-how trans­fer of the trans­fer­or? Will custo­mer and suppli­er relati­onships remain intact and can I integra­te the employees into a common cultu­re and future?

Grafik Unternehmen kaufen oder Nichtkaufen

Are you an entre­pre­neu­ri­al type?

Before you decide to buy a business, you should first ask yours­elf whether you are the right type of entre­pre­neur. After all, not everyo­ne is suita­ble for acqui­ring an existing business. However, if you have the follo­wing charac­te­ristics, then the chances are good that you will be a successful business buyer:

  • You are entre­pre­neu­ri­al in thinking and acting
  • You have a vision and want to make it a reality
  • You are creati­ve and think out-of-the-box
  • You are willing to work with commit­ment and take risks
  • You enjoy dealing with people and appre­cia­te clear communication

To find out if you are an entre­pre­neu­ri­al type, feel free to do the follo­wing entre­pre­neur check.

Positi­on of interest

The interests of the buyers in the acqui­si­ti­on of a compa­ny are often diffe­rent. On the one hand, there are finan­cial inves­tors who are usual­ly looking for a respec­ta­ble profit in a manageable period of time and who usual­ly want to sell the compa­ny again after about 5-8 years. But then there are also inves­tors and buyers who want to manage and develop the compa­ny in the long term. Buyers should there­fo­re exami­ne their interests in advan­ce and decide what desired frame­work this invest­ment should fulfil in the long term.

Finan­cial investor

A finan­cial inves­tor is more interes­ted in the finan­cial aspects of a compa­ny and less in the long-term strate­gic goals. A finan­cial inves­tor is usual­ly interes­ted in selling within a certain period of time (usual­ly 5-8 years) and with a high return.

Strate­gic investor

A finan­cial inves­tor is more interes­ted in the finan­cial aspects of a compa­ny and less in the long-term strate­gic goals. A finan­cial inves­tor is usual­ly interes­ted in selling within a certain period of time (usual­ly 5-8 years) and with a high return.

Compa­ny successor

If you see yours­elf as a business succes­sor and want to “live” the business like a founder, it is an oppor­tu­ne time for you. Up to 50% of all family businesses will be looking for a new owner in the coming years as baby boomers retire.

It is not always easy to find a compa­ny that suits you. It can be diffi­cult to find the right size, the right business model and the right cultu­re. And it is important that you find a compa­ny that fits you in its cultu­re and will fulfil important needs in the depth of what you do.

Forms of takeover

There are diffe­rent forms of taking over a compa­ny. Basical­ly, a subdi­vi­si­on into asset deal (sale of the indivi­du­al compon­ents of a compa­ny) and share deal (sale of a frame­work under compa­ny law) makes sense.

Asset Deal 

An asset deal is a transac­tion in which only the assets of the compa­ny are sold. This means that the buyer only acqui­res the assets of the compa­ny but does not assume liabi­li­ty for liabi­li­ties. This is a common approach to compa­ny acqui­si­ti­ons as it allows the buyer to minimi­se the risk invol­ved in taking over a compa­ny. It may also be the seller’s delibe­ra­te goal becau­se tax and legal conside­ra­ti­ons prefer to leave the compa­ny with the transferor.

Grafik Asset Deal beim Unternehmenskauf Vorteile und Nachteile

Share Deal 

A Sell limit­ed liabi­li­ty compa­ny per share deal is a takeover in which the compa­ny is often bought as a whole. This means that the buyer acqui­res the full shares of the compa­ny and thus gains control over it. In the process, the compa­ny remains a legal­ly indepen­dent organi­sa­ti­on. However, the new owner not only recei­ves the shares in the compa­ny, but thus also control over the company.

Share­hol­ders can also only Sell GmbH shares. The influence of the new owner of the shares depends on the owner­ship struc­tu­re and the amount of the shares.

Grafik: Share Deal beim Unternehmenskauf Vorteile und Nachteile

Diffe­rence between asset deal and share deal

To put it in a nutshell: In an asset deal, only the assets of the compa­ny are sold, where­as in a share deal, the business shares are also trans­fer­red. This diffe­rence is important as it affects liabi­li­ty risks and possi­bly also custo­mer and suppli­er relati­onships. To look at all the diffe­ren­ces in detail, we recom­mend our artic­le Share Deal vs. Asset Deal.

Types of compa­ny purchase

There are diffe­rent types of a compa­ny purcha­se which relate to the way the purcha­se is made, the pricing and the terms of the purcha­se. Some of the most common types of a compa­ny purcha­se are: Manage­ment Buy Out (MBO), Manage­ment Buy In (MBI) and Lever­a­ged Buy Out. 

Manage­ment Buy Out (MBO)

A Manage­ment Buy Out (MBO) is a method in which the existing manage­ment of a compa­ny takes control of the compa­ny. In an MBO, the manage­ment buys the compa­ny from the previous owners and becomes the new owner. This has the advan­ta­ge that all actors often know each other for years, everyo­ne is famili­ar with the struc­tures and details of the compa­ny and the employees alrea­dy know the succes­sor well. 

Manage­ment Buy In (MBI)

A manage­ment buy-in (MBI) is a type of compa­ny purcha­se in which an indivi­du­al (or several indivi­du­als, almost analog­ous to a founda­ti­on) buys shares in the compa­ny to be acqui­red. The soluti­on of succes­si­on with an MBI is the classic succes­si­on soluti­on and occurs very often in smaller compa­nies. The contri­bu­ti­on of exter­nal knowledge and know-how by the MBI and thus subse­quent entre­pre­neur can help to ease the transi­ti­on to a new strategy and put the new compa­ny on the road to success.

The MBI Finan­cing is more often diffi­cult becau­se, depen­ding on the purcha­se price volume, suffi­ci­ent own capital should be available for purcha­se price finan­cing and banks become scepti­cal if the equity share is too low. There­fo­re, an MBI must be able to present a good business plan and raise the neces­sa­ry funds in other ways. 

Lever­a­ged Buy Out (LBO)

A Lever­a­ged buy-out is a type of compa­ny acqui­si­ti­on in which a buyer finan­ces a very signi­fi­cant part of the purcha­se price with loans and the compa­ny itself also borrows additio­nal funds. This enables the buyer to acqui­re a larger share of the compa­ny than would other­wi­se be possible.

LBOs can be attrac­ti­ve to buyers as they offer the oppor­tu­ni­ty to acqui­re a compa­ny without having to raise all the funds. They can also lead to a change in the company’s equity/debt ratio, making the compa­ny more vulnerable in criti­cal market situations.

However, LBOs are associa­ted with risks. For examp­le, it can be diffi­cult to obtain loans to carry out an LBO. In additi­on, the high debt burdens created by an LBO can lead to the compa­ny getting into trouble if the business does not perform as well as expected.

Compa­ny acqui­si­ti­on process - Our guide in 10 steps

If you decide to buy a business, there are some things you need to know in the M&A process should pay atten­ti­on to. First, you need to under­stand the buying process. The follo­wing paragraphs explain the typical course of a compa­ny purcha­se. The first step in buying a compa­ny is to find a suita­ble target compa­ny. This can be a chall­enge, as there are a confu­sing number of diffe­rent compa­nies and not all of them are suita­ble for purcha­se. You can find your perso­nal roadmap to buying a compa­ny in the Outline of the proce­du­re take out.

Grafik Unternehmenskauf 10-schritte guide
Step 1

Create search profile

Especi­al­ly if you want to buy a compa­ny, it is important to create a search profi­le in renow­ned stock exchan­ges. By creating such a profi­le, you can at the same time get to know yours­elf better and find out what kind of compa­ny suits you best. In additi­on, with the help of a speci­fic search profi­le, you can make the right contacts more quick­ly and thus accele­ra­te the purcha­se of a compa­ny. Here, the wisdom ? If you want to be able to do every­thing, you can’t do anything.

This profi­le should include your prefe­ren­ces and crite­ria for the ideal business purcha­se. The crite­ria include:

  • The type of business you want to buy
  • The size of the company
  • The locati­on of the company
  • The budget you are willing to pay for the purcha­se of the business or can raise the neces­sa­ry equity capital.
Step 2

Find compa­ny sale offers

Whether you want to buy your business yours­elf or hire an exter­nal M&A specia­list ? finding the right offer is an essen­ti­al part of the buying process. To ensure a successful purcha­se, you should prepa­re well and make sure you gather all the relevant questi­ons before you start looking for the right offer. There are various places where you can look for offers for the sale of your business. 

Compa­ny exchanges

Many entre­pre­neurs are looking for a suita­ble buyer for their compa­ny. One way to find poten­ti­al buyers is through a compa­ny exchan­ge. Here, compa­nies that are for sale are broke­red. DUB, Nexxt Change and KERN Compa­ny exchan­ge are some of the largest, reputa­ble and best-known stock exchan­ges. Many people see stock exchan­ges as an active and broad-based way to sell or buy a company. 

Other oppor­tu­ni­ties outside of stock exchanges

This is the famous needle in a haystack and usual­ly requi­res special knowledge and access to databa­ses. After all, no entre­pre­neur hangs a ‘For Sale’ sign in front of his compa­ny door, just like with real estate.

We have worked out several options for compa­ny takeovers and the successful identi­fi­ca­ti­on of compa­nies. You can find these diffe­rent options in our techni­cal paper on the topic of Target Scouting.

Step 3

Sales approach and selection

You should not select poten­ti­al sellers based on price, but under­stand the business model and be able to develop it in perspec­ti­ve. This requi­res good commu­ni­ca­ti­on between seller and buyer to ensure that both sides know and under­stand the expectations.

It alrea­dy starts with the selec­tion of suita­ble objects for purcha­se and the first contact with the respec­ti­ve seller. In this way, a good first appearance is also the first step towards a successful transaction.

Step 4

NDA and Letter of Intent

The NDA and the Letter of Intent are two of the most important documents invol­ved in the purcha­se of a company.

A non-disclo­sure agree­ment (NDA) is a legal document that prevents confi­den­ti­al infor­ma­ti­on from being shared. This document is usual­ly signed between two parties before they start negotia­ting or exchan­ging data.

Letter of Intent (LOI) is a document that sets out the inten­ti­ons of one or more persons in relati­on to an agree­ment or transac­tion. It is not a legal­ly binding agree­ment, but rather serves to facili­ta­te and expedi­te negotia­ti­ons between the parties. The Letter of Intent can also be used to set out the essen­ti­al terms of a future agreement.

Also indis­pensable: the Infor­ma­ti­on Memoran­dum conta­ins detail­ed infor­ma­ti­on about the compa­ny, its business activi­ties and its finan­cial positi­on. The aim of an infor­ma­ti­on memoran­dum is to give poten­ti­al inves­tors a compre­hen­si­ve overview of the compa­ny so that they can decide whether to invest in it. 

Step 5

Business valua­ti­on

The Business valua­ti­on is an essen­ti­al part of the purcha­se process. The valua­ti­on of a compa­ny is usual­ly carri­ed out by an indepen­dent finan­cial expert and is based on various factors such as the current and future earnings poten­ti­al, the compe­ti­ti­ve environ­ment, the market oppor­tu­ni­ties and the finan­cial situa­ti­on of the compa­ny. Due to these factors, the valua­ti­on of a compa­ny can vary greatly.

The follo­wing two paragraphs are infobo­xes for the “Fairness Opinion”.

An important aspect when you consider the Calcu­la­te enter­pri­se value is the so-called “fairness opini­on”. This is an opini­on from an indepen­dent third party confir­ming that the price is fair to the company.

In order to obtain a fairness opini­on, the compa­ny must engage an expert. This expert will then conduct an inves­ti­ga­ti­on and issue his or her opini­on. As a rule, the fairness opini­on is part of the expert’s report.

Step 6

Clari­fy financing

Before you embark on the purcha­se of a business, you should clari­fy how you intend to finan­ce it. This is especi­al­ly important if you decide to buy a larger business. There are diffe­rent ways to finan­ce a business and which method is best for you depends on various factors.

A good way to learn more about finan­cing is to consult with an accoun­tant or finan­cial advisor. These experts can help you find the best way to finan­ce your business. 

Step 7

Due Diligence

The Due Diligence is an essen­ti­al part of buying a business. It invol­ves revie­w­ing the company’s finan­cial records and business proces­ses to ensure that it is a good invest­ment for the buyer and that the seller’s claims made so far actual­ly corre­spond to reality.

The follo­wing paragraph is an info box for the “Due Diligence Checklist”.

Due diligence is usual­ly carri­ed out by a team of experts who have experi­ence in diffe­rent areas of the compa­ny. As a guide to the crucial elements of due diligence, we have prepared a compre­hen­si­ve list for you. Use our Due Diligence Check­list gladly for your purchase. 

Legal Due Diligence and Tax Due Diligence

Legal due diligence is a process in which a lawyer or other exter­nal party thorough­ly reviews the documents of the compa­ny being bought to ensure that there are no outstan­ding legal dispu­tes and that all contracts and licen­ces are in order.

Tax due diligence is a process whereby a tax advisor or other exter­nal party reviews the records of the business being purcha­sed to ensure that there are no tax risks. 

Step 8

Negotia­ti­ons and purcha­se price agreement

After you have found the right buyer, it is time to start the negotia­ti­ons. Negotia­ti­ons are an important part of the business acqui­si­ti­on and can often be decisi­ve in whether the purcha­se is successful or not. It is important that you prepa­re well for the negotia­ti­ons and know what you want and what you are willing to give.

There are many diffe­rent negotia­ting points in a business purcha­se, but the price is of course one of the most important. If you can agree on a price, the rest of the negotia­ti­ons are usual­ly just a formality.

Step 9

M&A Transac­tion / Closing

Buying a business is a complex process that requi­res careful planning and execu­ti­on. When prepa­ring to buy a business, there are some important steps to follow to ensure that the transac­tion goes smoothly.

A very important step in the purcha­se of a business is the closing. The closing is the final step in the transac­tion and invol­ves the exchan­ge of documents and funds between the buyer and the seller for the final trans­fer of the business.

Step 10

Post Merger Integration

The Post Merger Integra­ti­on (PMI) is an essen­ti­al part of a successful business acqui­si­ti­on. PMI invol­ves the planning and execu­ti­on of all activi­ties neces­sa­ry to ensure that the newly acqui­red business is seamless­ly integra­ted into the existing business.

An important aspect of post-merger integra­ti­on is commu­ni­ca­ti­on. To ensure a successful post-merger integra­ti­on, it is important that the compa­nies or share­hol­ders and/or managing direc­tors invol­ved work close­ly together and have a clear plan for implementation.

Durati­on of a compa­ny purchase

If you want to buy a compa­ny, you have to be prepared for a relatively long and complex M&A (mergers & acqui­si­ti­ons) process. The exact time frame depends on many factors. As a rule, it takes between six and 18 months to comple­te a compa­ny purchase.

Finan­cing compa­ny acquisition

Finan­cing is an essen­ti­al part of any business purcha­se and should be careful­ly planned. The follo­wing points should be conside­red in finan­cial planning:

  • What kind of finan­cing do you need?

  • How much money do you need? The possi­ble growth phase after the takeover must also be taken into account.

  • Can you raise the finan­cing for the neces­sa­ry equity capital yourself?

  • Do you need exter­nal finan­cing or can you solve it via a vendor loan?

  • Which lenders are eligi­ble for your purchase?

  • What is the best way to obtain the neces­sa­ry funding? 

Amount of equity capital and compa­ny acqui­si­ti­on without equity capital

The higher the equity, the higher the price a buyer will usual­ly pay for the compa­ny. Own equity is there­fo­re just as important on the buyer’s side if you want to buy a compa­ny, but it is not the only criterion.

Together with the seller, you can make agree­ments that help to make the equity more resili­ent and to know that the seller is firmly on your side, at least for a period of time.

Becau­se in such a construct, the seller also has an elemen­ta­ry interest that you, as the purcha­ser, successful­ly Compa­ny succes­si­on through the acqui­si­ti­on of a company.

And there are outside third parties, such as banks, savings banks or finan­cial inves­tors, who can offer all oppor­tu­ni­ties in a range from public funds to concre­te invest­ments and signi­fi­cant­ly increase the equity base.

At the same time, every buyer must be clear in advan­ce about what his or her needs really are and then also sound out the various options for this at an early stage.

Finan­cing options

There are many ways to finan­ce a business. Some of them are:

  1. Credi­tors: You can get a loan from a lender to buy the business.

  2. Inves­tors: You can also find inves­tors who are willing to invest in your business.

  3. Equity: Capital that you invest in the compa­ny yourself.

However, please also note the follo­wing alter­na­ti­ves, which are not always immedia­te­ly recognisable.

Earn Out

An earn-out clause is a clause in a sales contract that states that the buyer will not pay a porti­on of the purcha­se price until certain targets have been met. These targets can be sales, profit or other finan­cial targets.

Earn-out clauses are often used in takeover agree­ments to reduce the risk that the buyer pays more for the compa­ny than it is worth. The idea behind an Earn Out is that the buyer only pays the full purcha­se price if the compa­ny develo­ps further after the purcha­se and is actual­ly worth more. This reduces the risk for the buyer and invol­ves the seller in the respon­si­bi­li­ty after the takeover.

Seller loan

A Seller loan is a loan that the seller of a business makes available to the buyer. This loan can help finan­ce the purcha­se price and it gives the buyer the oppor­tu­ni­ty to buy the business with less equity. However, seller loans are not suita­ble for every buyer. It is important to find out exact­ly what the risks and oppor­tu­ni­ties of this method of finan­cing are before buying a business. 

Promo­ti­on

The subsi­dies that entre­pre­neurs can recei­ve when buying an existing business are diver­se. The most common subsi­dies include loan program­mes, tax conces­si­ons and finan­cial support from regio­nal develo­p­ment banks or KFW. It is important that you find out in advan­ce exact­ly which subsi­dies are regio­nal­ly eligi­ble for your business project. This is the only way to ensure the best condi­ti­ons for your business takeover. 

How long does finan­cing take?

Depen­ding on the effort and support from tradi­tio­nal house banks/savings banks, public develo­p­ment banks or priva­te finan­cial inves­tors, at least 8 weeks must still be estima­ted for the financing.

In the case of exten­si­ve projects, the combi­na­ti­on of diffe­rent donors or the overlap with the typical holiday periods, you will quick­ly need 3 or 4 months for this important phase.

Compa­ny purcha­se experience

Over the last 20 years, we have accom­pa­nied many compa­ny acqui­si­ti­ons and gathe­red a lot of detail­ed knowledge for our clients. We would like to share our experi­ence with you so that you can successful­ly comple­te your purchase.

Legal aspects in the compa­ny purcha­se agreement

In the context of a compa­ny purcha­se, there are several legal aspects that must be taken into account. These include, for examp­le, which rights and obliga­ti­ons the buyer and seller agree on in the contract. The liabi­li­ty risks must also be careful­ly weighed up.

Before conclu­ding a contract, the buyer should there­fo­re Compa­ny purcha­se agree­ment get detail­ed infor­ma­ti­on and advice.

Trans­fer of business

If you want to buy a compa­ny, it is important that the trans­fer of opera­ti­ons goes smooth­ly. This includes the trans­fer of all essen­ti­al compa­ny functions and proces­ses to the new owner. There are various ways in which a trans­fer of business can take place.

The most common type is that the buyer takes over the compa­ny comple­te­ly and keeps the employees. In some cases, however, the buyer may only want to take over part of the compa­ny or lay off employees.

If you decide to buy a business, it is important to find out about the diffe­rent options before­hand and discuss with the seller which option is best for you.

Takeover of existing employ­ment contracts

However, before you termi­na­te or change an employ­ment contract, you should defini­te­ly consult a specia­list lawyer. There are a number of points you need to consider in order to avoid legal problems. As a rule, when a compa­ny is bought, all employ­ment contracts of the previous employees are taken over with all rights and obliga­ti­ons. This also appli­es to employ­ment contracts regula­ted by collec­ti­ve agreements.

However, the sale of the compa­ny may also result in changes with regard to working condi­ti­ons, for examp­le with regard to the place of work or working hours. In this case, it is advisa­ble to clari­fy all neces­sa­ry frame­work condi­ti­ons in advan­ce so that no stressful events occur in the later implementation.

Takeover of existing insurance contracts

If you are buying a compa­ny that alrea­dy has insurance polici­es in place, you should familia­ri­se yours­elf with the terms of the polici­es. This includes finding out which risks are cover­ed by the insurance and which are not.

Even though most insurance compa­nies take over the polici­es when you buy a business, you may have to pay a higher deduc­ti­ble or certain risks may no longer be covered.

Agree­ing on a non-compe­ti­ti­on clause

If you decide to buy a business, it is important to agree on a non-compe­te clause with the seller. This prevents the seller from compe­ting with you after you have bought the business. It is also advisa­ble to stipu­la­te this in your purcha­se contract. This prohi­bi­ti­on should be for a certain period of time and is conside­red enforceable without compen­sa­ti­on at 2 years. Someti­mes it is advisa­ble to include family members of the seller in the prohibition.

Liabi­li­ty claims

When you buy a compa­ny, you also assume liabi­li­ty for all claims that arose against the compa­ny before the purcha­se. These claims may be finan­cial or other in nature. For examp­le, a custo­mer may make a claim for damages becau­se he or she was not satis­fied with a product of the business. Even if the custo­mer suffe­r­ed the damage after the purcha­se of the business, the new owner is liable for the damage. This can be regula­ted via warran­ty provi­si­ons and liabi­li­ty clauses in the purcha­se contract at the expen­se of the seller.

Liabi­li­ties

As a rule, liabi­li­ties exist that the compa­ny enters into in order to conduct its business. These can be, for examp­le, loans, rental contracts or suppli­er invoices. When you buy a compa­ny, you should there­fo­re always find out about its liabi­li­ties. Becau­se these can increase the risk of buying a company.

Tax liabi­li­ties

When you buy a business, there is also an assump­ti­on of tax liabi­li­ties. This means that you are respon­si­ble for all outstan­ding invoices and taxes that the compa­ny has not yet paid. There­fo­re, before buying a compa­ny, it is important to check exact­ly what tax debts the compa­ny has and whether you can take over these. It is also important to agree on guaran­tee and liabi­li­ty provi­si­ons at the expen­se of the seller.

Business acqui­si­ti­on advice

An experi­en­ced M&A advisor can help you prepa­re for the purcha­se and develop the best possi­ble strategy for your compa­ny or for yours­elf perso­nal­ly. The advice usual­ly includes a detail­ed analy­sis of the compa­ny to be bought, inclu­ding a deter­mi­na­ti­on of the company’s value, a review of strate­gic alter­na­ti­ves and a risk analysis.

In the negotia­ti­ons with the seller, an M&A advisor has the task of keeping the relati­onship with the buyer unencum­be­red and assumes the role of criti­cal questio­ner and purcha­se companion.

Compa­ny acqui­si­ti­on FAQ

Do I need a business plan to acqui­re a business?

We would recom­mend a business plan to every buyer of a compa­ny. It serves as a first step towards clari­ty and perspec­ti­ve for the inten­ded invest­ment project.

It is also the standard for poten­ti­al finan­cial partners to accom­pa­ny the compa­ny acquisition.

Without a detail­ed business plan, which descri­bes in detail all risks and oppor­tu­ni­ties, the project for a compa­ny acqui­si­ti­on should not be carri­ed out.

What does it cost to be accom­pa­nied by a profes­sio­nal M&A advisor? Is it worth it?

The costs for a possi­ble accom­p­animent by experts are very diffe­rent. Are there fixed cost rates, are there profit-sharing schemes, etc.?

Based on the purcha­se price of a compa­ny, assume appro­xi­m­ate­ly 3 to 8% of the transac­tion amount. Under­stan­d­a­b­ly, this also depends on the comple­xi­ty of the entire M&A process and your perso­nal support needs. An experi­en­ced transac­tion consul­tancy has suita­ble lawyers and tax experts in its network and will invol­ve them in the process if necessary.

The big advan­ta­ge is that an estab­lished M&A consul­ting can guide you safely and quick­ly through a purcha­se process and find comple­te­ly diffe­rent arguments and approa­ches for a price reduc­tion during the possi­ble price negotia­ti­ons than you could possi­bly manage yourself.

Then the assign­ment has defini­te­ly been worthwhile and you avoid mista­kes in the comple­xi­ty of the contracts.

What needs to be conside­red when buying a company?

First of all, it is important to inform oneself well about the compa­ny before making a purcha­se. One should there­fo­re clari­fy exact­ly all the details, such as what products or services the compa­ny offers, how it is positio­ned finan­ci­al­ly and what future plans it has and also exists in the corre­spon­ding market segment.

Another point to consider is the compa­ny cultu­re. It is important to know whether the compa­ny values a certain work ethic, what manage­ment style is practi­sed and whether the employees are satis­fied. The questi­on of the sustaina­bi­li­ty of a business model is also important. More and more people are paying atten­ti­on to the fact that the compa­ny opera­tes sustain­ab­ly when making their purcha­sing decisions. 

How does a compa­ny acqui­si­ti­on work?

In most cases, the process begins with a review of the business by the buyer to deter­mi­ne if the business is a good invest­ment. Finan­cing and the legal aspects of the purcha­se are then discus­sed and clari­fied. Once these points are settled, the purcha­se contract is signed and the purcha­se is completed.

When Asset Deal and Share Deal?

This questi­on first depends on the given frame­work condi­ti­ons of a transac­tion. In what form is the compa­ny being offered and is the seller at all prepared to possi­bly make a switch between the two basic types.

On the tax level, the legal frame­work of a compa­ny alone leads to a corre­spon­ding soluti­on. Buyer and seller will try to take into account the needs of both sides in the basic form of asset or share deal.