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Mergers & Acquisitions

Company sale and succession solution

Environmental Analysis Technologies

The private owner of a group of companies specialized in environmental analysis technologies, asked us to find a succession solution and requested information on potential selling opportunities.

Approach

  • Market & competition analysis
  • Identification of potential buyers (long-list and short-list)
  • Preparation of a sales memorandum
  • Determination of negotiation strategy
  • Contact and negotiation with various potential buyers
  • Organization of the due diligence
  • Successful transfer of ownership while maintaining jobs and continuity

Strategic Business Development

Concept and Realization Management for an Industrial Plant in China

Metallurgy, Titanium and Aerospace

Following an IPO, a Chinese materials company wanted to diversify its product portfolio and build a high tech factory producing materials for the aerospace, chemical and energy industry. They required a partner to conceptualize, manage and realize the ambitious project for them.

Approach

  • Overall concept, financing approach, detailed business plan and set-up of a Sino-German joint-venture company
  • Marketing and sales concept for the market entry in China and Russia
  • Contract negotiations with Chinese partners and authorities
  • Factory plan and layout, basic & detailed engineering, environmental study
  • Start-up & project management and operational controlling in China
  • Quality & Certification including Quality Concept, QMS, business processes, FMEA, ISO certification, customer certification
  • Organizational development & Human Resources management including hiring of international and local managers and staff
  • Supervision of the construction and successful commissioning
  • Relationship management with banks, investors, authorities, potential suppliers and future customers of the titanium and aerospace industry

Mergers & Acquisitions

Acquisition and Post-Merger Integration

Processing industry and R&D Institute

A privately owned company developing and producing high tech coating materials for the photovoltaic, defense and automotive industries was considering options for management succession and sale of the company.

Approach

  • Discreet approach to discuss various options of succession in order to avoid a bidding process
  • Analysis of the possible transactional details and development of a preliminary term sheet
  • Mediation of different interests between the US capital fund, the shareholders and the works council
  • Formulation of a Letter of Intent
  • Organization of the Due Diligence and management of the communication between all parties
  • Development of a post-merger integration concept as a key element regarding the transaction
  • Sale of the company and successful transfer of ownership
  • Project Management of the process optimization measures and employee retention throughout the post-merger integration

Mergers & Acquisitions

Preparation for US Capital Markets Offering

Oil, Gas, Mining and Metallurgy Industries

A Russian key supplier of machinery for core industries such as oil, gas, mining and metallurgy required strategic and corporate finance support to benefit from an upturn in the Russian economy and to internationalize the business.

Approach

  • Analysis of market, competition and strategic position
  • Strategy discussions with management, core shareholders and investment banks
  • Development of a strategic restructuring concept including an international growth approach and a new holding structure
  • Financial analysis and determination of funding requirements
  • Corporate finance concept in conjunction with a capital increase and a US stock market listing (ADR)

Mergers & Acquisitions

Acquisition of Investors

Construction Industry

The owners of a large scale family owned business in the Swiss construction industry asked us to manage the sale of the group of companies.

Approach

  • Organization of the entire process
  • Selection of potential buyers (long-list and short-list)
  • Information memorandum and management presentation
  • Company valuation and definition of price range
  • Organization of the due diligence (data room, site visits, management presentations, etc.)
  • Determination of negotiation policy
  • Successful sale of the group of companies (purchase price 50% higher than seller's initial expectation)

Mergers & Acquisitions

Turn-around and investor acquisition

Fashion and Jewelry

An American client in fashion and jewelry manufacturing suffered from continuously declining profits. We were asked for our advice regarding the optimization of the manufacturing process as well as improved profit and expense control measures.

Approach

  • Review of the internal processes
  • Analysis of the client base and product portfolio segmentation
  • Analysis of sales channels, marketing efforts and cost sectors
  • Development of a turn-around concept
  • Identification of potential investors
  • Management of communication between short-listed investors and company owners
  • Organization of the transaction
  • Successful implementation of the turn-around concept

Mergers & Acquisitions

Sale and settlement of over 500 companies

Government Advisor

The BvS (former THA) was the German government agency responsible for the sale and settlement of former East German companies. An independent steering committee was set-up by the German Ministry of Finance in order to evaluate, negotiate and oversee the transactions.

Approach

  • To insure independent and neutral judgment, the steering committee consisted of 2 senior partners from two leading international consulting companies, 1 senior partner from a leading international auditing company and 1 coordinator from the Ministry of Finance
  • Throughout three years of work over 500 transactions were analyzed, evaluated and negotiated
  • The scope of work included all industry sectors

Mergers & Acquisitions

Investing in new technologies

Utility and Energy Industries

A leading European utility company considered investing in new technologies to enter the renewable energy market.

Approach

  • Analysis of the market and competitive situation for the new technology
  • Development of three alternative market entry strategies along the value chain
  • Development of an integrated business plan model with consideration to the three strategies and market scenarios
  • Forecast of the shareholder value, depending on the selected strategic option and on different market situations
  • Long list and short list of possible target companies
  • After presenting acquisition options, key opportunities and risks, the client was able to select a point of entry into the new market

Mergers & Acquisitions

Market share increase by acquisition

Cosmetic Industry

A client in the cosmetics industry with a variety of skin care brands, launched a new line to target an age specific segment of the market, thus to acquire a larger market share of the particular demographic group. The prelimary launch showed unsatisfactory results.

Approach

  • Analysis of key market and competition factors and overall strategic position of that line
  • Analysis of the product launch response with the general public, and in particular with the target demographic group
  • Strategy discussions with management
  • Identification of an acquisition opportunity to realize the client's objective to increase market share
  • Management of communication between short-listed acquisition targets and the client
  • Advice on acquisition strategy and reorganization
  • Successful acquisition

Mergers & Acquisitions

Recapitalization and Preparation for Sale

Shipbuilding Industry

When the largest German shipyard filed for bankruptcy, the recently acquired companies in former Eastern Germany had to be separated, recapitalized and prepared under EU law for a second transaction.

Approach

  • Strategy discussions with trustee, shareholders, management, worker union and suppliers
  • New strategic approach
  • Detailed business plans and cash forecast for the three main companies
  • Concept development with special regard to EU law
  • Negotiations with EU and successful recapitalization
  • Support of the international transaction

Mergers & Acquisitions

Restructuring and Preparation for Sale

Shipbuilding Industry, Diesel Engines

After the bankruptcy of the largest German shipyard, a subsidiary manufacturing large diesel engines for container ships had to be restructured and sold. The scope included international commerce and the associated spare parts business.

Approach

  • Strategy discussions with the shareholder, management, worker union and suppliers
  • Development of a strategic restructuring concept
  • Securing of short-time financing and bill guarantees
  • Definition of search criteria
  • Identification of long list and short list investors
  • Contacting of potential buyers and LOI
  • Successful asset deal

Mergers & Acquisitions

Joint Venture and Greenfield plant start-up

Automotive Supplier (China)

A leading German family-owned automotive supplier, owning plants in 5 countries, wanted to expand into China and required support in setting up a Joint Venture with a leading Chinese car-interior specialist to supply Chinese customers.

After successful launching, the Joint Venture required support in realizing the expansion of production facilities by building a new plant.

Approach

Joint Venture (first step)

    • Concept analysis and plausibility check
    • Analysis of the market and JV potential
    • Support with production planning and launching

Start-up new plant (second step)
    • Concept analysis and plausibility check
        (Approval planning, company start-up and approval for operation)
    • Support with plant engineering and coordination support with Chinese design institute
    • Process Optimization after Launch Management
    • Advice on Quality & Supplier Management

Strategic Business Development

International Airport Infrastructure Investment

Transportation Industry - Aviation

An international airport wanted to increase its passenger capacity by adding another runway and investing in the airport infrastructure.

Approach

  • Analysis of market and competition and strategic position
  • Configuration of an interdisciplinary project team, determination of the level of planning detail, responsibilities and time schedule
  • Definition of capital expenditure plan
  • Development of an airport-specific integrated business plan model with 30 year planning horizon
  • Forecast of revenues and operating costs
  • Determination of capital budget and funding requirements
  • Financial valuation of various investment alternatives

Strategic Business Development

Growth strategy and IPO assessment

IT Industry

A client in the chip industry pursuing an aggressive growth strategy wanted to expand their capital intensive production base. The management asked us to investigate the chances of an IPO as a means of additional financing, and as an exit path for current shareholders.

Approach

  • Analysis of market, competition and strategic position
  • Reflection and discussion of objectives and motives of the IPO (workshops)
  • Financial analysis
  • Review and optimization of the business plan
  • Analysis of the internal readiness for the IPO by means of using checklists, benchmarking and company internal analysis
  • Quantification of IPO proceeds and comparison to other sources of financing

Strategic Business Development

Market Entry China

Automotive Supplier

Based on a request by a leading German carmaker, a market entry concept and implementation was required to install a Greenfield plant for an automotive supplier, producing Seat Modules and Composite Components in China. Special attention had to be paid to the characteristics of the sensitive production processes and environmental protection.

Approach

  • Analysis of the market, strategic position and potential customers in Greater China
  • Financial analysis and fine-tuning of the business plan
  • Support with approval planning, company start-up, approval for operation and coordination with local authorities
  • Support with plant engineering and coordination support with Chinese design institute
  • Start-up management advice for the new plant
  • Concept for process optimization measures
  • Advice on Quality & Supplier Management

Strategic Business Development

Cross Border Market Entry

Animal Feed Additives

A leading European producer of animal feed additives asked for support in setting up an Asian distribution and production company; and also in finding a suitable organization structure.

Approach

  • Market & competition analysis for several product lines in Asia
  • Definition of an action plan for three countries (China, Thailand, Vietnam)
  • Development of a concept for obtaining market approval with the national governments in three countries
  • Analysis of the local office and warehouse space situation
  • Recommendation for a multi-continental organizational structure
  • Establishment of three local companies for our client and a regional HQ in Hong Kong including legal & tax issues
  • Support with human resource issues

Strategic Business Development

Green Energy Development Plan

Renewable Energy Industry (PV, Wind)

Based on a call for tenders by the Malta Resources Authority and the requirements of stakeholders and investors, a development concept was needed to install PV solar power in Malta. Particular attention had to be paid to the characteristics of the island and the nature conservation areas.

Approach

  • Appraisal of regional particularities, legal and tax situation
  • Identification of possible PV sites considering shortage of space including solutions such as factory roofs and desalination industry
  • Business plan with 3 phases including 20 MWp PV solar power, 10 MWp wind power, a tourist attraction and educational center
  • Initiative to manufacture the aluminum construction locally
  • Proposal of a sun pension plan for local inhabitants
  • Preliminary talks with potential international investors
  • Presentation of the proposal to the Maltese authorities
  • Discontinuation of the project due to changing framework conditions and low feed-in-tariffs

Strategic Business Development

Intercontinental Expansion

Luxury Beverage Industry

A prestigious French champagne brand wanted to further drive and expand its business internationally. Although the brand was available in most countries, sales were stagnating abroad.
The company recognized a need to further develop the international strategy taking into account the different cultures and habits of the consumers.

Approach

  • Research regarding impact of culture and habits on country specific high end beverage sales developments
  • Evolution of the existing overall strategy into a country specific international strategy based on different cultures and habits
  • Planning of the strategy implementation process and further steps to improve image and positioning
  • Implementation of measures to push marketing in duty free shops
  • Strategic targeting of key individuals for product placement
  • Definition of measures to improve relationship with distributors
  • Follow-up training of PR and Public Relations employees
  • Promotion of inter-cultural events and International Liaison

Technology Partnership

Investing in new technologies

R&D Industry - Large-scale Land Development - Development of a Technology & Incubator Center

After the German reunification it was decided to restructure the 'Academy of Science' (over 60 R&D institutes and production facilities, about 22.000 employees). The concept for Berlin-Adlershof was to establish a 'Center of Science and Economy' that is amongst the largest in Europe.

Approach

  • Worlwide analysis of market and competition and strategic position for the concept
  • Development of the basic concept and capital requirements
  • Downsizing, privatization or shutting down of redundant production facilities
  • Evaluation of the research facilities by the German Scientific Council (Wissenschaftsrat) and downsizing or building up new research facilities
  • Acquisition of investors including financing concepts (focus on safeguarding jobs)
  • 'Setting' of Electron Storage Ring Bessy IIs
  • Concept development and implementation 'Technology Transfer East' (TTO)

Technology Partnerships

Turn-around with Technology Licensing

Software Industry

A client in the US dental industry pioneered morphing software to illustrate the 'before and after' look of orthodontia. Straightening the teeth affects not only the smile but also the entire lower half of the face shape.
At our point of entry the company had run into cash difficulties and needed capital.

Approach

  • Definition of the unique selling points (USP) and options for image enhancement
  • Analysis of the current client base, cross-market expansion ideas and potential new avenues of use
  • Repositioning of sales and marketing efforts and implementation of controlling techniques
  • Development of a business plan exploring various options ranging from sale of the company, aggressive expansion in new markets, to licensing opportunities in strategic markets like the motion picture industry
  • Development of a detailed licensing strategy for different market segments

Technology Partnerships

Drive Technologies for Diesel-Locomotives

Transportation Industry - Railway

A government client required a new generation of diesel-powered locomotives with new processor based control systems and wear less electrical traction motors to replace locomotives with diesel-electric (DC-technology) and diesel-hydraulic drives.

Approach

  • Formation of an industrial consortium of railway specialist and suppliers
  • Transfer know how from AC-drive technology of electrical locomotives to diesel-electric locomotives
  • Prototyping and successful tests with state owned railroads of 3 locomotives (Bo'Bo', 80 mt, 1.200 kW)
  • Serial production for Nederlandse Spoorwegen (NS)
  • Prototyping and successful tests with state owned railroads of 3 locomotives (Co'Co', 120 mt, 2.650 kW)
  • Serial production for different state owned and private railway companies

Special Situations

Reconciliation of interests

Security Systems

A Dax listed company required a fairness opinion for one of their subsidiary companies manufacturing large-scale security systems. As is so often the case, there was a dispute regarding the levels of decision-making authority between the Swiss headquarters and the various European operative units.

Approach

  • Personnel structure and process analysis in the Swiss headquarters and the European operative units
  • Interviews with employees of various functions, levels and locations (business is done locally) to overcome shortcomings in the flow of information from and to HQ
  • Identification of process weaknesses and counter measures
  • Detailing of Business Process Reengineering (BPR) measures to improve efficiency, eliminate weaknesses and reduce cost
  • Development of a new global sales & marketing organization (products, distribution channels, countries)

Special Situations

Restructuring with Asset Deal Reorganization

Electronics Industry

A key supplier of the German Telecom with numerous subsidiaries ran into difficulties regarding the extension of revolving credits and bank guarantees after a two year decline in sales. The banks requested a second opinion and a restructuring concept.

Approach

  • International market & competition analysis for 12 core business divisions
  • Expert analysis of the printed circuit business and assessment of the investment gap after years of underinvestment
  • Development of a strategic restructuring concept
  • Development of a financial restructuring concept including haircut and repayment of waived loans with future profits for over 25 creditors
  • Support of the trustee regarding creditor settlement negotiations
  • Successful asset deals for mayor parts of the company

Special Situations

Greenfield plant start-up

Automotive Industry (China)

A premium German carmaker wanted to expand its production capacities in Asia to satisfy the high demand of luxury cars in the booming Asian markets. The company faced the challenge of expanding production capacities by building a new factory while maintaining stable production at the existing facilities while being subject to the rough climate in Northern China.

Approach

  • Support and controlling of project milestones as part of the core team in the PMO for turnkey handover of complete production facilities in terms of resources, finance and time schedule
  • Start-up management advice for the Greenfield plant
  • Integration concept for integrating the new facilities into the already existing sister plant in the region
  • Advanced planning concept for integration of the new plant into the ‘customers worldwide expansion strategy’

Special Situations

Turn-around & Transaction

High-end Liquor and Wine Industry

Following a significant drop in sales revenue, a two-hundred year old renowned beverage company selling hard liquor and wines required effective turn-around measures. The company had recently launched a new product line but the consumer response had been disappointing.

Approach

  • Weak-point analysis resulting in identification and implementation of measures to resolve problems in the supply chain
  • Implementation of steps to improve transparency in the value chain
  • Innovation of sales and product launch strategy and definition of measures to boost sales in all product lines
  • Search, identification and approach of an investor to facilitate financing of the turn-around measures
  • Advice and assistance during the transaction
  • Successful implementation of turn-around measures
  • Planning and marketing of a visitors’ centre including an audio-visual exhibition and a guided tour of the distillery
  • The implementation of measures led to an expansion of the distillery facilities to satisfy international demand

Special Situations

Project Management

High Bay Warehouse Automotive Industry

A German car maker with 15 000 employees in Latin America produced approximately 1 500 cars per day in a three shift operation. After an increase in production of more than 60% and with the additional complexity of numerous new models and types, the company required a new and efficient logistics concept.

Approach

  • Plausibility check of the turnkey installation concept
  • Optimization of the interim storage of production parts and the prompt supply of parts to the production line
  • Development of an optimized logistics concept
    (including mini-load , small parts store, delivery of system pallets, etc.)
  • Efficiency upgrade of the IT and Warehouse Management System
  • Introduction of visualization tools for line supply
  • The project resulted in substantial savings on warehousing and personnel costs, allowed the production to react faster during peak periods and introduced sequential delivery

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