Whether it be company acquisitions, company sales or carve outs, ETL Bodensee is your partner in all phases of the transaction. We develop individual strategies together with you and successfully implement your transaction.

ETL Bodensee M&A accompanies you as a reliable partner through all transaction phases. Transparent communication and clear steps are essential for us to provide you with a comprehensive insight into the transaction process. Our dedicated experts will actively support you in achieving your goals through a successful transaction.

Our consultation begins in the run-up to the transaction with the implementation of the legal due diligence and also includes the conception and planning of a company acquisition or sale. During the implementation phase, we represent you in the contractual negotiations and prepare the complete documentation.

We accompany you throughout the entire process: from the due diligence through to the closing and beyond – including the integration of companies or parts of companies.

We assist you with the following questions in particular:

• Structural considerations
• Non-disclosure agreements
• Preparatory arrangements
• Letter of intent / memorandum of understanding
• Preparing and handling necessary (purchase) contracts and other documents
• Choice between a purchase price adjustment by means of a completion accounts mechanism or a “locked box” fixed price mechanism
• Structuring the purchase price adjustment agreement and determining the working capital or net asset reference values
• Contractual definitions and related specific accounting rules for completion accounts
• Structuring of the “locked box” mechanism and necessary preparation on the seller’s side
• Adequate warranties with regard to the price-determining balance sheet (completion accounts or locked box balance) and any other information and matters relevant to the valuation
• Adequate safeguards with regard to the fiscal relationship of the target company
• Arrangement of earn out regulations
• Effective prevention against litigious disputes

Whether it be buying or selling, a thorough analysis of the key financial figures (financial due diligence) is a central component of every successful transaction. Financial due diligence focuses on information acquisition and the identification of opportunities and risks (upside/downside potentials).

This applies irrespective of whether the due diligence is carried out by order of a potential buyer (so-called buy-side due diligence) or of a seller (also known as vendor due diligence).

We support you on the seller side by:

• Sales preparation (vendor assistance) with the modules exit readiness review, information memorandum, financial fact book and the data support room
• As well as vendor due diligence – in comparison to the information memorandum or the financial fact book, this goes deeper into the analysis and the data prepared by us

We support you on the buyer side by:

Red flag reports (exclusion of deal breakers)/selective focus reports (analysis of sub-sections), buy-side due diligence reports. Our offer to you includes the following core services:

• A meaningful analysis of the company to identify the essential value drivers and the decisive success factors
• Working capital analyses, cash flow statements, net dept and quality of earnings analyses, CAPEX (expansion and maintenance)
• Persuasive structuring of the arguments for purchase price negotiations

The fiscal structuring of a corporate transaction plays a vital role for the financial success of the project.

The aim of a tax due diligence is thus to analyse and evaluate the tax opportunities and risk associated with the transaction.

An extensive due diligence costs time and money, therefore, we offer you a two-stage process. In order to give you a first overview of the target company, we offer you a so-called red flag/selective due diligence. This excludes the most important deal breakers directly at the beginning of the M&A process. In the second stage of the process, the extent of the economic risks is then determined as accurately as possible with regard to the purchase contract negotiations.

We coordinate the scope of our investigations each time with our clients according to their needs.

Within the framework of entrepreneurial initiatives, the following core questions arise: What is the value of the company based on an integrated business plan? Which price pays off for buyers and which for sellers? What is the expected cashflow and is there a financing requirement based on this?

ETL Bodensee M&A supports you in answering all questions concerning the value of your company.
The extent of the analysis depends on the reason for the valuation and the circumstances, such as access to information and time.

Depending on the reason, the company valuation is carried out in the form of an initial value indication, a value calculation or an extensive report using various methods (e.g. pursuant to the IDW (Institute of Public Auditors Germany) or the International Valuation Standards).

As a basic principle, future cash flows are discounted at a suitable discount rate. The results are then compared with the current market estimates based on multiples.
By using integrated finance models, we enable long-term corporate planning, the assessment of investments and transactions, the management of business units, as well as other strategical decisions.
Our aim is to deliver the necessary transparency for your business decisions with our valuation and modelling services.