Mergers & Acquisitions Support

Mergers & Acquisitions Support

With its international links in many areas, today's economy is more dynamic than ever before with the result that mergers by companies are increasingly gaining importance. Whether tapping new procurement and sales markets, entering new areas of business or the sale of a company or participation, transactions often present company management with major challenges on account of their high degree of complexity.
Merger & Acquisition Advisory

Starting with identification of potential investors or targets through conclusion of the deal, the aim is to coordinate the interests of everyone involved, reduce information asymmetries, detect potential difficulties at an early stage and work toward constructive solutions.

Our range of services
We support medium-sized companies during the entire transaction process and assume responsibility for project organization, planning, steering and implementation in order to identify risks at an early stage. To this aim, we rely on our multidisciplinary organization with a team comprising auditors, tax advisors and attorneys-at-law, and their many years of experience and expertise. Thanks to our affiliation with Crowe Horwath International, the world's ninth-largest network of auditing and consulting companies, we support transactions at both national and international level.

Specifically, we offer you the following services in particular:

  • Transaction consulting for company acquisitions and sales (buy- and sell-side M&A Advisory within the framework of MBOs/MBIs, spin-offs, carve-outs, mergers, cooperations, for example)
  • IPO consulting
  • Data room management
  • Distressed M&A


Consulting for company acquisitions and sales

The corporate transaction environment has gained in speed and complexity in recent years. The risk potential has increased equally for all parties involved in transactions.

With our many years of experience in the area of transactions and our comprehensive sector expertise, we support you when it comes to facing these risks. As required, we integrate our international Crowe Horwath expert network and ensure smooth and comprehensive support of the transaction process by means of our multidisciplinary organization comprising auditors, tax advisors and attorneys-at-law. This enables us to deliver a sound basis for your investment or financing decisions.

Company acquisitions
Within the framework of our consulting on company acquisitions, we support you in developing your acquisition strategy using a detailed market and competition analysis. On the basis of our interdisciplinary team and our incorporation in the international Crowe Horwath network, we are in a position to develop complex planning and evaluation models taking account of various scenarios in order to take your best interests into consideration when determining prices. And when confidential contact is subsequently established with the potential target company, we offer you support which is just as intensive as during the final contract conclusion phase.

Company sales
Our consulting services during company sales start with the development of a company and market analysis in which your company's strengths are highlighted. This forms the basis for identifying potential buyers. Then our specialists support you in drawing up sales memorandums as well as structuring the transaction. We prepare the negotiation groundwork for you, confidentially address potential buyers and support you during the entire negotiating phase through to successful conclusion of the contract. Thanks to several decades of experience in company transactions, we avail of an extensive international network for identifying possible buyers.

IPO consulting

A healthy equity base and the best possible capital structure are key foundations for implementing strategic goals and sustainable growth of companies. An IPO permits realization of long-term strategic plans such as financing capital-intensive investments, acquisition of companies as well as improving the reputation and transparency among internal and external providers of equity and debt capital. But the path to an IPO represents a major challenge for any company. The intensive preparatory measures in the areas of accounting, planning and controlling, financing, tax and commercial law as well as corporate governance often tie up key resources within the company and usually need to be implemented under tremendous time pressure.

Our range of services
Our range of consulting services includes support and relief in all phases of an IPO by your company. In particular, our range of services comprises examining your company for its ability to operate on the capital market, project management associated with an IPO and development of a corresponding strategy, an equity story and a business plan. Furthermore, our experts would be delighted to support you in the area of tax structuring, converting your accounting system to IFRS and selecting the underwriting bank and concept as well as developing the placement strategy.

Data room management

In order to keep the transaction process efficient and manageable, it is essential within the framework of due diligence to organize the documents provided and requested in a transparent and comprehensible manner. Via a virtual data room, documents can be exchanged and Q&A processes easily organized for each party involved.

Our range of services
In view of conserving corporate resources, our team sets up a data room index tailored to your organization and providing an overview of the complex document structure. This permits focusing on key aspects of the transaction. We also safeguard the security of your documents through state-of-the-art encryption and consistent access control down to the very last file. By outsourcing this service, you maintain confidentiality of transactions within your company.

Distressed M&A

Transactions in crisis situations are distinguished by a significantly higher degree of complexity and restrictions in terms of time, whereby distressed M&A processes can even evolve in a preinsolvency crisis situation and extend until proceedings have been opened. For this reason and apart from increased economic, taxation and legal challenges, other factors specific to crises and insolvency also need to be considered, e.g. the differing interests represented by additional stakeholders.

Our range of services
As a multidisciplinary law firm, we offer you comprehensive support from addressing potential investors through preparing the financial, tax and legal documents. In view of the increased complexity associated with distressed M&A transactions, our consulting concept is designed to offer maximum relief and transparency for executive management. Tasks such as the provision and maintenance of relevant documents in a virtual data room, processing business figures and support in determining purchase prices are handled competently and swiftly by our M&A team.

Finance advisory
When companies opt for financing alternatives, the aspect of financing costs is attributed major significance. Family companies in particular hope for an alternative which is accompanied by low financing costs as well as the lowest possible information requirements without impairing their freedom to make decisions.

Our range of services
With our experience and qualified consulting, financing costs can be significantly reduced and financing structures considerably optimized. We advise you in complex financing processes, especially within the framework of structured financing and capital market issues. We collaborate with you to optimize short- and long-term financing components, thereby improving your relationships with financing institutes and enabling you to realize sustainable advantages for your company.
Due Diligence

Due Diligence comprises the detailed and systematic review of economic, legal, tax and financial circumstances of a company in order to identify the company's opportunities, risks, strengths and weaknesses, and to verify information already received within the framework of initial acquisition or sales negotiations. The aim of Due Diligence is to reduce the information asymmetries displayed by contractual parties, possibly identifying deal-breakers and in particular minimizing the investment risks on the part of the buyer as well as validating assumptions for determining the purchase price.

Specifically, we offer you the following services in particular:

  • Buy-Side Financial Due Diligence
  • Vendor Financial Due Diligence
  • Tax Due Diligence
  • Legal Due Diligence

Buy-Side Financial Due Diligence
Buy-Side Financial Due Diligence serves toward identifying and quantifying opportunities and risks in ac-counting, financing, the control systems and past transactions associated with the potential target object. Our range of consulting services comprises the analysis of risks within the sector as well as the risks associated with the asset, financial and earnings situation, and budget planning. Using the respective results, our goal is to make sound claims on the normalized asset, financial and earnings situation of the target object, the opportunities and risks associated with the transaction and the realization potential of corporate planning as a basis for your investment decision.

Vendor Financial Due Diligence
Vendor Financial Due Diligence refers to the Due Diligence commissioned by the vendor (seller) and the results of which are made available to all potential buyers as an information basis for evaluating your company. The advantages of this type of Due Diligence include better control of the sales process by you in your capacity as the vendor, reducing the timeline from the decision to sell to conclusion of the contract, and early detection of potential problem areas and factors which undermine value and could lead to difficulties during the course of the vending process. Furthermore, transparent presentation of the opportunities and risks associated with a possible investment increases the number of potential buyers.

Tax Due Diligence
Following on from identification of the tax opportunities and risks within the framework of Tax Due Diligence, our experts develop transaction concepts and structures to safeguard minimization of your overall tax burden taking consideration of your previous entrepreneurial commitments. Apart from presenting the company's tax situation, our range of consulting services also comprises tax-optimized structuring of the transaction adapted to your individual requirements as well as an analysis of possible financing options and the purchase contract from a tax perspective.

Legal Due Diligence
Legal Due Diligence provides information on the internal and external legal circumstances prevailing at a company. Potential risks from corporate law issues are examined as well as from existing contracts, agreements and documents of relevance. Apart from disclosing potential risks, drafting of the company acquisition contract is also a decisive factor for your transaction. At an early stage of the transaction process, we advise you in all financial and tax matters associated with the company acquisition contract and ensure that all issues identified and of relevance for your business are sufficiently considered in the contract. Further, we are also happy to support you in your contract negotiations. Our goal is to maximize the value of the transaction for you.

Post-merger integration
Successful post-merger integration during the course of company acquisitions and mergers forms the conclusive step of the transaction process as well as being particularly decisive in terms of sustainably successful transactions. As post-merger integration usually takes place under tremendous time pressure and parallel to continuation of ongoing core business, this is probably one of the most demanding tasks facing executive management. Even though each integration project is unique, the focus is always on identifying and maximizing synergies. Based on our experience, we have established that thorough and tailored project planning, sufficient resources in the form of an experienced multidisciplinary project team and specific project management are the basic requirements for realizing maximum added value from the transaction.

Our range of services
We advise and support you during the entire M&A process through the post-merger phase. During this decisive phase, we support you in planning and realizing your milestones in order to carefully integrate the new corporate structure in your existing business and operating model. At the same time, our experts assist you during the communicative and cultural transition with the result that your staff is also optimally incorporated in the company merger.