In the first step, we want to understand the company. To do this, we talk to Company Owner about unique selling points, products, services and the market in which the company operates. The aim is to create a so-called "equity story", i.e. to work out why the company is a very attractive acquisition target for strategic and financial investors. An important part of the initial analysis is the sustainable earning power, the assets and the liabilities in order to be able to give Company Owner a reliable assessment of the expected valuation of the company by potential buyers at an early stage. The documents, contracts and figures required for a sales process are systematically stored in a virtual data room to allow different bidders simultaneous access for their due diligence. To ensure a smooth process, CARL assembles a project team consisting of initiated employees of the company and its own consultants.
Parallel to the preparation phase, a list of potential buyers ("long list") is drawn up. In cooperation with Company Owner , we sort out unsuitable or undesirable investors. This procedure primarily serves to find a qualitative selection of suitable investors ("short list"). Important documents to be prepared for the initiation of the acquisition process are a confidentiality agreement and a teaser - a 2-4 page document that presents the company anonymously. Furthermore, CARL prepares a sales exposé (also called information memorandum or "info memo") and, if necessary, already a commercial due diligence, which describes the market environment of the company in detail. It is not uncommon for an auditor to prepare a so-called Financial Fact Book, in which the financial figures of the past and the business plan for the next few years are documented and commented on in detail.
Investors are first approached with a confidentiality agreement and teaser. After signing the confidentiality agreement, interested investors receive the info memo together with a process letter, which essentially sets out the key points of the sales process. The info memo provides a comprehensive presentation of the company and is the basis for the submission of an initial indicative valuation of the equity of the company to be sold. Typically, investors are requested to submit such an indicative valuation within 4 - 8 weeks.
After the investors have reviewed the company with the help of the information memorandum and the indicative offers of the prospective buyers have been received, the offers are evaluated and discussed with the Company Owner . CARL's experience plays an important role in the selection of suitable buyers. After the selection of relevant offers, CARL supports the Company Owner in initial discussions with prospective buyers and/or advisors and coordinates the company review ("due diligence"). In this context, in addition to the data already prepared, a management presentation is prepared, presented by the management and site inspections are carried out. These help to provide a more detailed picture of the company and to identify further levers for increasing earnings as well as synergy effects.
After completion of the due diligence by the selected prospective buyers, which usually includes answering individual questions or preparing further analyses, the prospective buyers are asked to confirm their initial indicative purchase offer with a binding financing commitment. These are then evaluated by CARL and again discussed in detail with Company Owner in order to select the offers with the best fit to the company, the highest valuation and the highest probability of closing. Usually, no more than three potential buyers remain. In the interest of the seller, CARL can also assist individual prospective buyers with financing or obtaining purchase price financing. CARL has excellent relationships with banks and financial institutions for this purpose.
In the last step - the contract negotiations - CARL supports the Company Owner and the advising lawyer commercially, negotiation tactically or also with the transaction structure. In most cases, the contract negotiations still take place with at least two parties so that the seller does not lose control at any point. Here, process coordination, tact and a lot of experience are required to keep all prospective buyers in line in the last round and to lead one party across the finish line to the conclusion of the contract in the end. It is precisely the holistic advice and close accompaniment of the entrepreneur through a process which, as experience shows, does not always proceed in a straight line, that distinguishes CARL and makes CARL an attractive partner and guarantor for successful corporate transactions.
We are at your disposal Monday to Friday from 9 am - 8 pm for a free and non-binding initial consultation.