The major challenge in corporate transactions is their complexity. We help entrepreneurs and companies to structure and successfully manage transaction processes.
This requires precise knowledge of the processes and extensive expert knowledge - in economic, tax, financial and legal terms. Thanks to our multidisciplinary approach and many years of experience, we can offer you comprehensive transaction advice and act as your personal contact for all transaction activities.
We can advise you on the following transactions
Further development through acquisition or merger
There are many reasons for acquiring a company, parts of a company or merging two companies. We advise and support you in clarifying the question of whether the company to be purchased or the merger partner meets your own expectations in terms of opportunities and risks and what purchase price is appropriate.
Sale of companies or business areas that are not part of the core business or do not generate sufficient returns
Triggers for the sale of companies or business areas can be, for example, changes in the markets, technological progress, make-or-buy decisions, globalisation or industry consolidation. Another possible reason is that management return targets are not being met in certain areas of a group and these are not core activities. We analyse the situation together with you and work out the right steps for you.
Organising succession
In shareholder-managed family businesses, the question of succession arises with the generation change. The basic options are succession within the family, sale to the management (MBO/MBI), strategic investors, financial investors or an IPO. We support you in these matters and provide you with guidance if required - professionally sound and with discretion.
We are your partner in the successful realisation of your transaction. Benefit from our many years of expertise and our proactive advisory approach.
Martin Franke, Associate Partner PKF Fasselt
Our transaction advisory services
Financial due diligence
Financial due diligence is an essential tool for analysing the target company in detail when acquiring a company. By analysing the earnings and risk profile of the target company, it can provide a comprehensive picture of its financial strengths and weaknesses. With their many years of transaction experience, our experts develop decision- and target-oriented and therefore meaningful analyses for you.
For example, the following questions can be answered:
- Which product categories will generate contribution margins?
- How high is the EBITDA performance adjusted for special effects?
- How should net financial liabilities be defined?
- What is the development of trade working capital during the year?
- What are the main planning sensitivities?
The financial due diligence provides information on whether the earnings expectations on which the purchase price offer is based are correct and which risks should be hedged via guarantees/exemptions in the purchase agreement. In addition to other components, it serves to prepare decision-relevant information for the management and thus increases the quality of the investment decision.
Acquisition structuring
The structuring of corporate transactions is characterised by increasing complexity. Numerous aspects of corporate and liability law must be taken into account when structuring company acquisitions, mergers or joint ventures. In addition, special structuring requirements arise if the transaction partners are not based in the same country or if the transaction involves a group that maintains independent legal entities in different countries.
Tax law aspects often take centre stage when designing the target structure. Our tax experts support you in utilising tax relief in a targeted manner. One tool here is the so-called tax structure memo, which can be used to derive a recommendation for the target tax structure.
Among other things, the tax structure memo analyses
- Deductibility of incidental transaction costs and financing expenses
- Depreciation and amortisation options
- Real estate transfer tax aspects
- Compliance with the regulations on shareholder debt financing
- Effects of the interest barrier
- Preservation of losses carried forward
- Special features of the reorganisation profit issue
Vendor due diligence
Vendor due diligence offers sellers several advantages in a structured auction process in which several bidders are to be given the opportunity to conduct due diligence at the same time. It serves to provide potential buyers with decision-relevant information from the sellers.
With the support we offer, you have the opportunity to recognise problem areas as early as the preparation phase. As a seller, you can better control the flow of information and thus ensure that consistent data is made available to all bidders at the same time. A further advantage is the relief of your own management in the due diligence process.
In particular, our vendor due diligence reports also take into account the information requirements of the banks that provide the corresponding acquisition financing. Particularly in uncertain times, financing banks demand a high level of transparency when financing growth, acquisitions or refinancing borrowers. We support our clients in creating the required transparency. And thus fulfil the banks' interest in obtaining a better overview of the opportunities and risks of their loan commitment from an expert third party.
Tax due diligence
A key aspect of the decision to purchase a company is the assessment of tax risks, whereby the complexity increases significantly if the target company is based abroad.
In the tax due diligence carried out for you by our experts, tax risks are identified and quantified. The transparency gained in this way creates certainty and opens up room for manoeuvre for potential buyers.
Critical issues such as tax groups, profit and loss transfer agreements, transfer prices, shareholder loans, taxation of transaction profits or hidden profit distributions require special attention when acquiring a company. Here, too, you can rely on our experience and expertise.
Based on the results obtained, PKF's transaction experts will show you the appropriate recommendations for action. For example, buyers should include additional tax payment risks as deductible items in the negotiations, or they should be covered by appropriate guarantee provisions in the purchase agreement.
Tax due diligence also provides important insights into the organisation of tax compliance.
Financial fact book
An integral part of sales processes is the comprehensive and consistent preparation of relevant information about the company for potential buyers. This is done comprehensively in addition to the aggregated financial information provided by the mandated M&A advisors as part of an information memorandum.
In order to ensure objectivity and in the case of highly complex figures, it is generally very useful to present facts and figures about the company in a financial fact book. Based on the experience of our experts, they can anticipate questions from potential investors and thus support sellers in designing the presentation of the financial data and the analyses derived from it in a forward-looking and proactive manner.
Our transaction experts also support you with the financial fact book in a carve-out, when parts of a company or group are sold that have not previously operated as legally independent entities. Independent pro forma profit and loss accounts and balance sheets must be determined here.