The process of buying businesses
Homeowners who want to sell their homes will put up a “For Sale” sign on their property, and everyone who passes by understands that this property is available. Selling a company is much more complex. But when it works, it is worth it for the seller, the buyer – and the company itself.
MORE COMMON THAN YOU MIGHT THINK
In an ideal scenario the history of a family-owned company is straightforward: The company develops over generations. Questions of ownership, company management, and the direction the company is heading in are cleared up naturally, because it is a family business. In a crisis, decisions can be made promptly. When an opportunity arises, it can be grasped quickly. After all, they are working with their own money, on their own plans; it is their own life’s work.
The reality, however, is often very different – particularly for SMEs. Usually this is because something is missing: capital, successors, skill sets, networks or simply the will to carry on. This leads to the company being passed on to third parties. According to the IMAA, just under 1,900 companies were acquired in Germany in 2020.
— from left to right: Jörn Weuste, Stephanie Lüdtke und Patrik Schmitz —
OPPORTUNITIES IN NEW BEGINNINGS
Time and again we see that a change of ownership can be worth it for the company, when the right buyer can be found. The company gets a second wind and opportunities open up that were previously unthinkable. At the same time, it keeps its essence – that which binds people to the company, and the experience that gives the company stability.
INDUS portfolio companies have all experienced this. Almost 47 companies operate with all the hallmarks of successful family businesses, managed by local entrepreneurs, in their markets and with satisfied customers. For the holding company’s M&A team this is the key argument in its search for SME companies that can be brought into the Group.
If the seller is looking for a sustainable solution, we’re no longer just one among many.«
Jörn Weuste, member of the INDUS M&A team since 2015
NOT AS EASY AS YOU MIGHT THINK
Finding the right fit can be tricky for both sides. The seller wants to handle the sale discreetly. The criteria for the right partner are often not clear at the beginning of the process. A potential buyer has to find a candidate first. Once a candidate has been found, the buyer faces competition from a variety of sources: private equity firms, family offices, strategic investors. These and other interested parties enter negotiations for the company with very different development ideas – which can have a major impact on determining the price.
That the seller has to be satisfied with the price whatever the solution goes without saying. But there are other criteria, too. And these are particularly important for family-owned businesses, as Jörn Weuste knows. The 42-year-old has been with INDUS’ M&A team for six years: “If the owner is only interested in money, there’s usually no deal to be had with us. But if they’re interested in sustainable solutions that fit the company’s culture, maintain operational independence, and ensure the location remains where it is, then we notice quickly that we’re no longer just one among many.”
Experience shows that those who sell to INDUS are interested in preserving their life’s work and handing it over to someone who will take care that the company continues successfully, independently and under its well-known image.
PERSISTENCE AND TACT
The path to sales negotiations is often long. 56-year-old Timo Bentele is an “old dog” in the M&A business and has been one of INDUS’ M&A experts since 2008. He knows how the business was in the old days: “Finding each other through fireside chats and closing within two months just doesn’t happen anymore. To find a candidate today we have to put in more effort and have patience. We check up to 200 potential purchases each year for just a couple of opportunities.” A feel for the markets helps here, along with structured processes and intelligent IT systems.
Consulting firms specializing in M&A play an important role in the search today. They offer their services in shaping and moderating the process as independent mediators. But most of all they provide advice based on experience to refine the seller’s ideas and weigh the criteria for the decision.
Finding each other through fireside chats and closing within two months just doesn’t happen anymore.«
Timo Bentele, M&A expert at INDUS since 2008
EXCLUSIVITY: TRUSTWORTHINESS IS ATTRACTIVE
INDUS has been successful on the market with its business approach for more than three decades. Hardly no other competitor has as much experience, not to mention such a long, uninterrupted list of references. This leads to exclusive purchasing opportunities again and again. INDUS is recommended to the seller and negotiations begin immediately.
An example of this is last year’s acquisition of WIRUS Fenster in Rietberg. Timo Bentele: “We’re known on the market, and everyone knows we have no interest in changing our business model without very good reason. This constantly leads those who are looking to sell, and for whom our overall package is the best solution, to us.” The process of an exclusive sale to INDUS brings significant advantages with it. The INDUS team can focus on the company and its needs from the very beginning.
LEAN AND INDIVIDUAL
No company is like the next; no sales process is like the next. This also defines the M&A team’s view of their job. 35-year-old Patrik Schmitz joined the team in 2019: “Our job not only involves fully investigating the company’s business model and interpreting the numbers. It is also about reacting to the seller’s and the company’s personal and individual needs flexibly.”
Lean processes and direct communications are a central aspect of this work. Due to its financing structure – acquisitions are financed directly from the balance sheet through the company’s own funds – INDUS is able to make purchasing decisions quickly and confidently.
“Another advantage for the seller is that we can cover all of the major services required for the sales process in-house. This keeps the number of parties involved and the transaction costs low,” adds Schmitz.
General Counsel Stephanie Lüdtke has been supporting the M&A team where necessary since 2020. She is an in-house lawyer and adds another important skill set to the team with her knowledge of contract law.
LOW PROFILES AND DISCRETION
As fierce as competition may be for the best companies, confidentiality must never be breached by any party. Who needs to know what is decided exclusively by the seller. Set rules and a little creativity are required to ensure that confidentiality is maintained. The rules at INDUS include keeping the number of people involved with the sales process as low as possible. On the INDUS side there are two to three people involved, in addition to the Board of Management. This allows projects to be worked efficiently and good communications to be maintained with the seller. “That we work confidentially and with discretion goes without saying,” explains Patrik Schmitz. “What goes on in the M&A team, stays in the M&A team.”
A little creativity is needed when the company is viewed, for instance. If necessary, the team will slip into a boiler suit or play the role of a new customer or auditor. Visits under the cover of darkness are also not unheard of, to prevent employee speculation.
— Patrik Schmitz, 35, has been part of the team since 2019 —
ACTIVE CLARITY FROM THE BEGINNING
Whatever form the discussions take, the M&A team is committed to fair and honest communication from the beginning. This means, for instance, fully rejecting the usual tactics. INDUS’ offers are individual and binding. Drawn-out negotiations are not the objective. Timo Bentele: “We will never submit an indicative offer, just to reduce it by 20% for no reason after the due diligence phase.” Leverage buyouts, common in talks with private equity firms, where a significant part of the purchase price is imposed on the company as borrowed capital, is not an option with INDUS. The sale should not be detrimental to the company in any way. INDUS also does not work with repurchase models, where the company’s former owner buys back shares in the company. Things are simpler with INDUS. The former owner and managing director retains a certain share in the company as long as they are involved with company operations – and if they are interested.
Clarity and transparency from the beginning are extremely important – after all, the managing director and INDUS will be working together closely for many years. Being so direct is not without risk, however. In competition with other potential buyers it means possibly having to abandon the process at an early stage. On the other hand, this approach is an important signal for potential partners. It says “you can rely on us – any time, in any scenario, without any doubt.”
RESILIENCE, A PROFILE REQUIREMENT
Reliability is no protection against disappointment. And this does not diminish the more effort you put into it. We’ve had the experience of going through a long process, with all partners reaching an agreement and all the details dealt with, an appointment set with the notary public – and we still didn’t close. “You need to have a high frustration threshold when things like this happen,” says Stephanie Lüdtke. “The only benefit we gain in these cases is learning from the experience.” Despite such experiences, the INDUS team enters into new projects with enthusiasm. Jörn Weuste: “What we do is like diving for pearls. We set out day after day to find something special. And we’re happy to face down any challenge.”
If you do the right thing consistently, you will have successes to celebrate. This more than compensates for any disappointments along the way – especially if the former owners give their feedback publicly. Just like the former managing director of MESUTRONIC, a machinery manufacturer, who commented at the company’s introduction at the Annual Shareholders’ Meeting: “Among all the bidders, INDUS was the only one that kept its promises from the first discussion through to the very end of the sales process.”
— from left to right: Axel Meyer, Sabine Schönenborn, Timo Bentele —
Our signal: You can rely on us – any time, in any scenario, without any doubt.«
Axel Meyer,Member of the Board of Management since 2017
FIRST THINGS LAST
For INDUS, the process is not finished with the sale. The most important part is still to come for the new portfolio company – a secure transition. The former owners often stay with the company for years in order to make the transition successful. If the former owners decide to leave the company directly or have already passed on their duties to other managing directors, nothing changes for INDUS. Our top priority is a gentle transition that preserves the company’s identity and its special SME culture.
We absolutely avoid any unnecessary busywork actions or communicating from on high to show “new ownership.” We want to give the employees at the new portfolio companies time to adjust to the situation. This takes time and a clear message that INDUS is a strong partner at the company’s side and not a demanding financial investor.
THE CONCEPT. THE CULTURE. THE POSSIBILITIES.
Finding each other and coming to an agreement to sell a company is a complex process that is affected by endless variables. Coincidence is a part of the process as much as the power of numbers, gut feelings, and effective methods. Reflecting on past experiences, there are three factors that help INDUS to beat the competition.
The first is the concept. INDUS doesn’t just offer the seller money, but a debt-free future for their life’s work. INDUS wants successful companies to remain so – over the long term, regardless of economic cycles. This is because INDUS does not intend to sell the company on.
The second is the culture. INDUS has regard and respect for its business partners. This applies through all phases and for all parties involved, from the M&A team to the Board of Management who follow the process from the first day of meeting to signing of the agreement – and beyond.
And the third is the possibilities. INDUS is not interested in stripping, but strengthening the SME companies. Where necessary, INDUS makes all of the resources it has available: financial means, expert knowledge and a wide-reaching network. INDUS sees itself as a development platform for its portfolio companies.
For INDUS these are “best owner” qualities that give owners a good reason to get in touch with the INDUS M&A team from the start – before they even plan to sell. Experience has also shown us that preparations for a successful company handover take a long time.
What we do is like diving for pearls.«