Mergers & Acquisitions – Joint Ventures

Due to my own long-term and first-hand experiences in numerous M&A Transactions (acquisition or disposal as well as Joint Venture projects) I’ve seen a lot of things:

• Transactions which raised unreal expectations and - by that - were doomed to fail right in the beginning or in the middle of a process
• Transactions which were successfully conducted and which afterwards created substantial growth and added-value
• Transactions which were initially successfully started but then, in the course of the project, have lost focus, and the integration in the existing company’s culture consequently lacked.

I provide support for the acquisition or the disposal of a company/assets, for the search of adequate goals of transaction or of investors as well as for the sustainable built-up of partnerships or Joint Ventures.

Any M&A transaction is usually structured in a similar way.  However, every transaction is focusing different specific key aspects.  That’s why I never use a blueprint or a standard scheme.  I design the process for every transaction individually to match its key aspects.

However, a company or asset disposal is usually structured in following phases:

Goal definition and preparation

setting and evaluation of goals, planning of the transaction, longlist, development of Teaser, preparation of physical or virtual data room

Approach

address through Teaser, NDA, Procedure Letter, investors talks

Negotiation
and Contract
Conclusion

non-binding offer, Due Diligence, Q&A sessions, evaluation of binding offers, management negotiation, design of contracts, antitrust approval, signing

Spin-Off

Stakeholders’ information, demerger, dissolution (esp. IT and Finance), closing

Whereas a Company or asset acquisition is usually organized:

Goal definition and preparation

setting and evaluation of goals, planning of the transaction, target valuation, long-/shortlist

Approach

first contact, NDA, Procedure Letter, management talks

Negotiation
and Contract
Conclusion

transmission of request for data, Due Diligence, Q&A sessions, develop­ment of appropriate investment approach and form of financing, non-binding offer, management negotiation, design of contracts, antitrust approval, signing

Integration

Stakeholders’ information, closing, integration/Fusion

During the following integration or fusion of the acquired company/assets in an existing company’s culture, experience and know-how are crucial to define and take appropriate action for a successful integration.  That’s for sure not an overnight process.  Milestones have to be defined and the surveillance of their compliance needs permanent coordination or – if required – an occasional redefinition.

I provide support for your company during the whole transaction process or only during selected phases of the process.  My own long-term experience and know-how enable your company to create added value.

Controlling – Financial Transformation – Cash Optimization

„Liquidity is more important than profitability“.  This pretty simple statement of one of my professors at the University of Munich accompanied me since then.

Due to my own long-term experiences as CFO as well as executive manager or board member at numerous companies invested-in, I’ve seen a lot first-hand:

 

• Expansion requires a stable form of financing
• Delays during a product launch need buffering through injection of fresh capital or through liquidity improvement
• A market decline requires a re-allocation of assets and financials
• Cash and assets are restricted – their deploys need prioritization

A solid mixture in financials, the matching of capital contribution and expenditure as well as the on-going – not only a punctual – access to sources of finance are essential for the economic success of a company.

I provide support for your company in the development of financial budgeting, in the search for adequate capital contribution and sources of finance as well as in the constant secure of company’s liquidity.

Project and Interim Management

Have you ever asked yourself questions like this:

• Do I need additional support in a change- or turnaround project for a restricted period of time ?
• Am I looking for a temporary and flexible solution to close up short-falls in the area of general or project management, finance and controlling ?
• Do I need a profound expertise on a specific topic for a limited period of time ?

Then my approach on Project and Interim Management could be a suitable alternative for your company.  After all, both mean the same but one of them sounds modern and more state-of-the-art …

Acting as a project or interim manager, I take over the role as an operative manager in your company for a restricted period of time.

Especially in specific topics such as the set-up of an international credit insurance process or the introduction and documentation of Transfer Pricing Systems, I conducted several interims.  Further on, I managed numerous projects in the area of restructuring, implementation of ERP or MIS systems, and change management.  Finally, I completed several M&A Transactions or Joint-Venture-Integrations as well as Start-up-monitoring.

By “hiring” me, you get an expert supporting the direct company goal or to create added value for your business.  Through such temporary staffing, you may cover short-term capacity constraints without creating long-term costs.  Through my fast integration in your organization you gain time until a project is accomplished or a short-term gap is closed – without any interruption of your day-to-day business.

Crisis is danger and opportunity

Chinese character „weiji“

Change Management

Over the last years, I faced that a lot:  a company has a position in its market.  But markets and companies are both subject to permanent changes.  What was right and successful yesterday, may be doomed tomorrow and may create space for new.

How should a company react on changes ?  How should a company even actively organize changes ?

Questions like this arise in every company – not only during crisis.

In the beginning of change management seminars, the Chinese character for “crisis” is often used as a warm-up.  This character consists of two components:  one means danger and the other one expresses opportunity.  “Crisis” translated into Chinese actually means “weiji” (危机) and “opportunity“ is “jihui“ (机会).  Common for both is the character “ji” (机), which stands for “Chance”.  On the other hand, “wei” means “danger”.  By that, “weiji” contains of both – threat and change for the better.  So every crisis means challenge and chance.  Anyway – I can’t speak Chinese …

But what I can:  I support companies to change.  I support them to cope crisis and – if required – to redefine the strategy of a company or of a business unit.  I hereby interpret change management as an organized transformation to a defined target state.

Whereas “hard” changes, such as finances, organizational structures or Information Technology require a careful diagnosis and implementation, the “soft” changes often impose the bigger barriers:  company’s culture or social and emotional blockage could foil the best change projects.  A holistic change process imposes demanding challenges, especially to the (middle) management of a company.  Different aspects need to be questioned – this approach is especially for executives sometimes difficult to understand and could therefore cause blockage during a change process.

Reasons for crisis could be various, e.g. declining markets, strong expansion and simultaneous shortage of sources of finance, insufficient data-transparency due to inadequate set-up of information systems or lack of management capacities.

To cope with these aforementioned challenges, to counteract such tendencies or to even prevent from inherent hazard, I support companies as an unbiased consultant and – if required – as “hands-on-manager” to achieve desired changes and to generate positive results.