Our process for a company sale

... its strengths, opportunities, challenges, but also possible risks. We take a lot of time for this, because every company is different, every company management has its special features and every entrepreneur has his own vision of the future of his company.

As part of a sales mandate, we therefore first analyse your company from various points of views, for example the portfolio of services and products offered, customer and supplier structures, sales strategies and structures, management and employees, cost structure and the current market situation. Right at the start of our cooperation, we provide you with an individualized checklist containing all the relevant information requirements for both our company analysis and the necessary sales documents. This saves you a lot of work and allows you to continue concentrating on your operational activities.

The aim of our analysis is to create a detailed, customised and high-quality sales document (Information Memorandum or also called Factbook), in which we summarise all sales-relevant information and purchase arguments about your company and your market environment. This serves as a basis for the concrete purchase offers of interested investors.

In addition to this Information Memorandum, we prepare a highly compressed summary of a few pages for you. Such a teaser is written anonymously and is used for the initial approach of potential investors.

Only after signing a confidentiality agreement, the Information Memorandum is then sent to the investors. This ensures that unwanted competitors do not become aware of your sales intentions.

During the analysis, we certainly act as a constructive Advocatus Diaboli to prepare you for challenging questions in the discussions with potential buyers. This also gives you the opportunity to get an extended and objective view of your company by an external third party.

… in the same industry, similar transactions in the past and our experience from numerous transactions. This company valuation serves you and us as a basis for a realistic assessment of the expected purchase price, but also as an important basis for discussion with the buyer already in our first exploratory talks.

… that promotes the purchase price until the end of the process. Here, based on our experience from numerous transactions, the best possible middle course must be found, which strongly depends on the individual situation of the company.

Based on the previous analysis and joint discussions, we compile an initial list of potential buyers for you, the so-called Long List. This usually consists of both strategic investors (corporate groups, competitors or others) and financial investors (family offices, industrial holdings and private equity companies). We have extensive personal and long-standing relationships with a large number of solid and trustworthy financial investors as well as strategic investors. We often know investors personally, know very well e.g. in which industries they want to invest, whether only majority stakes or also minority stakes are possible or which strategic goals investors have.

… the confidentiality agreement, the interested party receives the detailed sales document, called Information Memorandum. This ensures that confidentiality is maintained and that only those who have a serious interest in buying your company receive confidential information. The confidentiality agreement usually stipulates that the information about your company must be deleted if the process is not pursued further or if the seller terminates the process with the interested party at a later date. It also includes an agreement to prohibit employee solicitation. All for your protection!

Taurus conducts initial exploratory talks with interested parties after the market approach. In addition, our experts are available if interested parties have questions regarding the contents of the approach documents. At this stage, you do not have to establish any contact with the investors.

In the market approach, we also inform the potential buyers very specifically in the form of a process letter when we expect feedback in the form of an indicative offer and what qualitative content this offer must have so that the investor is considered in the further process.

… and request improvements if necessary. We make all offers comparable for you and explain their various advantages and disadvantages.

In joint coordination, you determine with which selected parties you want to enter into further discussions in the form of management meetings. In these, the investor presents himself and his offer in detail, but would also like to get to know you personally as the seller and receive further information that has not yet been included in the sales documents. Exemplary topics are your motivation to sell the company or your willingness to remain available after the sale, be it as managing director, minority shareholder or even as advisory board member. We provide you with intensive support in preparing and conducting these very important and often sensitive discussions.

… with a single candidate.

This keeps you in a strong negotiating position! By this we mean not only the amount of the purchase price, but also all the conditions of the sale, right through to legal issues such as guarantees and indemnities.

With the Due Diligence, the remaining bidders put your company through its paces. For this purpose, we organize the virtual data room, handle document management and are the first point of contact for questions from all buyer parties. We will only pass these on to you if your special knowledge is required. This saves you capacity so that you can continue to concentrate on your day-to-day operations.

Usually, you also provide the buyers with a first draft of the Share Purchase Agreement (SPA) in this process step. This will be prepared by your M&A legal expert in a seller-friendly manner in your interest. If you do not know a lawyer you trust in this field, we will be happy to provide you with our network of experienced, professional and reliable partners.

Upon completion of the Due Diligence, you will receive binding offers from the buyers as well as an amendment file to the draft of the Share Purchase Agreement (SPA), on the basis of which you can decide together with us which party you wish to enter into final negotiations with.

The contents and results of the Due Diligence are typically attached to the Share Purchase Agreement (SPA) in digital form. This provides you with legal certainty for post-transaction evidence.

this often includes a new shareholder agreement, separate shareholder agreements or service agreements. During the negotiations, we support you with all commercial contents of the required contracts as well as with the preparation of the often quite extensive contractual annexes.

The signatures under the Share Purchase Agreement (SPA) and the payment of the purchase price (Closing) then form the successful conclusion of a transaction process that typically lasts six to nine months.