REFERENCES

Case Study: Succession / Sale to Investor

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Transaction Facts

  • Type of Transaction: Sell-side M&A advisory (Leveraged-Buy-Out)
  • Closing: February 2017
  • Industry: Production of roller shutter systems
  • Headquarters: Nettersheim, Germany
  • : DuoTherm Rolladen GmbH
  • Buyer: BPE Unternehmensbeteiligungen GmbH, Germany
  • Seller / Client: André Barth und Claudia Barth

Transaction Rationale

  • DuoTherm Rolladen GmbH develops, manufactures and markets customized roller shutter systems, external venetian blinds and window facade awnings
  • In order to ensure a long-term and sustainable succession Z&C was engaged to advise on the sale of up to 100% of the shares GmbH to a suitable investor
  • Due to a swift and effective project management by Z&C the transaction has been closed within 5 month including a comprehensive preparation

Services

  • Company valuation
  • Preparation of Information Memorandum
  • Search and approach of potential investors
  • Organisation and management of Due Diligence, Management presentations and site visits
  • Management of negotiations
  • Assistance in contractual negotiations until closing

Challenges

  • Very limited number of approached investors as only long-term investors such as Family Offices and industry holdings were short-listed
  • Due to the intend of the seller to stay within the company as a managing director after closing, the requirements concerning a suitable investor were very high
REFERENCES

Case Study: Succession by Management Buy-in

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Transaction Facts

  • Type of Transaction: Sell-side M&A advisory, succession (Management Buy-in)
  • Closing: August 2016
  • Industry: Textile constructions
  • Revenue: approx. € 15 Mio.
  • Headquarters: Reichshof, Germany
  • Company: BECHER Textil- und Stahlbau GmbH
  • vBuyer: Volker Schröder (Management Buy-in)
  • Seller / Client: Becher family

Transaction Rationale

  • Since 1950 the company manufactures and designs ultra-sized collapsible-type standing umbrellas for challenging weather conditions and visual demands. The Products are used in the hotel industry (such as the Burj al Arab in Dubai), gastronomy, communal gardening, landscaping and on cruise liner as well as cruise yachts
  • The assignment was the sale of up to 100% of the shares to ensure a ustainable succession in parallel with the protection of the company’s growth and the preservation of nearly 100 jobs
  • At the same time, the existing shareholder structure which consists of several families was reorganized to solve present conflicts

Services

  • Company valuation
  • Preparation of Information Memorandum
  • Search and approach of potential investors
  • Organisation and management of Due Diligence, Management presentations and site visits
  • Management of negotiations
  • Assistance in contractual negotiations until closing

Challenges

  • Due to the death of one of the two managing directors in 2015 and the fact that the CEO was already over 80 years old, the company was in a challenging situation
  • Conflicts among the shareholders had an further negative impact on the company’s condition
  • Before a long-term and sustainable investor could be searched for, Z&C had to balance the divergent interests of the shareholders
  • Z&C established contact to Volker Schröder, former CFO of Kienbaum Management Consultants who became majority shareholder by means of a Management Buy-in
REFERENCES

Case Study: Succession / Sale to long-term Investor (Family Office, Foundation)

Firmenlogos

Transaction Facts

  • Type of Transaction: Sell-side M&A advisory (succession)
  • Closing: October 2015
  • Industry: Road construction
  • Revenues: not disclosed
  • Transaction volume: not disclosed
  • Headquarters: Dresden, Saxony
  • Buyer: Possehl Foundation
  • Seller / Client: Private person (founder)
  • Z&C Team: Marc Bollinger, Daniel Grube

Transaction Rationale

  • The assignment was the sale of up to 100% of the shares in Thiendorfer Fräsdienst GmbH & Co. KG and P+S Pflaster- und Straßenbau GmbH, to ensure a long-term perspective regarding the company succession and for about 100 employees.
  • The buyer was a subsidiary of L. Possehl & Co. mbH, the Management Holding of the Possehl Foundation securing a long-term perspective for the company.

Services

  • Company valuation
  • Preparation of Information Memorandum
  • Search and approach of potential investors
  • Organisation and management of Due Diligence, Management presentations and site visits
  • Management of negotiations
  • Assistance in contractual negotiations until closing

Challenges

  • Very limited number of potential investors since only long-term investors such as Family Offices and foundations were selected to be approached to ensure a long-term and sustainable succession.
REFERENCES

Case Study: Buy-side M&A Advisory (Zerbach & Company acted as sub-contractor)

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Transaction Facts

  • Type of Transaction: Buy-side M&A advisory
  • Closing: June 2014
  • Industry: Metal forming
  • Revenues: not disclosed
  • Transaction volume: not disclosed
  • Headquarters: Haren / Ems
  • Buyer / Client: Emsländer Baustoffwerke
  • Seller: Private person (founder)
  • Z&C Team: Georg Leander Zerbach, Dr. Lars Junc

Transaction Rationale

  • Emsländer Baustoffwerke, founded in 1899, produces and sells premium construction products according to state-of-the-art technological specifications.
  • Rationale for the transaction was to develop an acquisition strategy for the owner family to diversify the family wealth allocation and to acquire businesses operating in others than their current segments.

Services

  • Preparation of an acquisition and diversification strategy
  • Identification of potential target companies in various industries according to the acquisition criteria developed with the client
  • Approach of selected targets
  • Valuation of targets
  • Structuring of the transaction
  • Management, structuring and optimization of the entire transaction process (Due Diligence, SPA negotiations, etc.)

Challenges

  • High degree of sensitiveness with regard to the approach of and negotiations with the seller with regard to his intentions to sell
  • Considerable differences in purchase price expectations and valuation assumptions required sensibility and patience in negotiations
  • Development of a purchase price structure including several mechanisms to harmonise purchase price expectations to enable the deal.
REFERENCES

Case Study: Sell-side M&A Advisory (Personal transaction experience of the partners in their previous capacities)

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Transaction Facts

  • Type of Transaction: Sell-side M&A advisory (succession)
  • Closing: December 2006
  • Industry: Toys
  • Revenues: approx. EUR 100 Mio.
  • Transaction volume: not disclosed
  • Headquarters: Schwäbisch-Gmünd, Baden-Württemberg
  • Buyer: HgCapital, Management
  • Seller / Client: Owner family
  • Project manager: Georg Leander Zerbach

Transaction Rationale

  • Schleich is a German „Mittelstand“ toy manufacturer, producing hand-painted figurines using injection moulding technology.
  • Apart from true to nature animal figurines (World of Nature), Schleich also offers two additional product lines: World of History and World of Fantasy.
  • The assignment was the sale of up to 100% of the shares in Schleich GmbH to a suitable investor.

Services

  • Company valuation
  • Preparation of Information Memorandum
  • Search and approach of potential investors
  • Organisation and management of Due Diligence, Management presentations and site visits
  • Management of negotiations

Challenges

  • Protection of long-term and sustainable perspective of Schleich.
  • Alignment of partly divergent interests of the (former) shareholders.
REFERENCES

Case Study: Cross-border buy-side M&A Advisory (Personal transaction experience of the partners in their previous capacities)

Transaction Facts

  • Type of Transaction: Buy-side M&A advisory
  • Closing: December 2012
  • Industry: Paints and coatings
  • Revenues: approx. EUR 350 Mio.
  • Transaction volume: not disclosed
  • Headquarters: Coesfeld, Germany
  • Target: Renaulac Group, Bordeaux, France
  • Buyer / Client: J.W. Ostendorf GmbH & Co. KG
  • Project manager: Marc Bollinger

Transaction Rationale

  • J.W. Ostendorf (JWO), one of the leading European producers of paintings, has acquired French Renaulac Group pursuing its internationalisation and diversification strategy

Services

  • Management, structuring and optimization of the entire transaction process
  • Valuation of target
  • Preparation of an integrated financial model as the basis for the discussions and negotiations with financing institutions in Germany and France
  • Assistance in Financial Due Diligence
  • Participation in management presentations and negotiations with financing institutions

Challenges

  • Diverging purchase price expectations between buyer and seller
  • Diverging interests within owner family of the seller. Requirement to handle with delicacy
  • Complex negotiations with financing institutions in Germany and France