Transaction Advisory

Your questions

Which price can I expect to achieve for my company?
Which bid should I submit for the company on offer?
How high should a compensation be?
How should I value employee stock option programmes?
Which measures can aid in optimising my liquidity planning?
How can I prepare an integrated business plan?
Is my investment recoverable?
Is the planned transaction financially adequate?
Which risks will result from the transaction?
Am I paying the correct price?
Am I achieving the best price?
How can I ideally present the data relevant for the transaction?
Which effect will result from the transaction in terms of accounting?
Why do the financing parties require an expert opinion according to IDW S6?

Your added value

Reliable valuations
Customised planning and valuation models
Many years of performed expert consulting activities in the private sector and on behalf of legal courts
Extensive theoretical and practical knowledge
Support function in annual general meetings and in arbitration procedures
Our services cover the entire transaction – from its initial preparation to its final translation into the company’s accounts
Maximisation of the value resulting from the transaction
Holistic way of thinking: We combine valuation-expertise and transaction-know-how
Early identification of prospective effects on the company’s accounting, resulting from the transaction
Implementation of a suitable controlling tool to control the success of measures taken in a restructuring process

Company valuations

Company valuations are of significance on many occasions

Structural issues (change of legal form, squeeze out, profit and loss transfer agreements)
Issues in connection with a company’s articles of association (entry and retirement of partners or shareholders)
Acquisitions and disposals of companies or parts of companies
Tax measures (re-organisations, intra-group transactions)
Recoverability of fixed assets
Intrinsic value of investments in the annual financial statements and consolidated financial statements
Fairness opinions in order to evaluate whether business decisions are financially appropriate. In all these cases you will profit from our extensive expertise.
Experience from a multitude of national and international valuations
Expert activities performed by Publicly Certified Experts of the Chamber of Industry and Commerce (IHK) of Munich and Upper Bavaria in court-appointed and out-of court duties (Dr. Erik Schlumberger, Andreas Krämer)
Extensive theoretical valuation knowledge
Implementation of recognised procedures
Extensive archive concerning related matters and court decisions (annual general meetings, arbitration procedures)
Valuations in a transaction environment with only restricted information

Valuation of assets

The valuation of individual assets is becoming more and more important. From the company or shareholder’s point of view this can e.g. concern:

Technologies (patented / unpatented)
Software
Brands
Customer relationships (contractual/non-contractual)
Customer lists
Options (e. g. “stock options“, “phantom stocks“)

Principal cases essentially requiring valuations are e.g.:

Acquisitions or disposals of individual assets
Tax-related restructuring processes
The determination of property lending values and fair values for leasing contracts
The determination of claims and values for judicial settlements in the context of unauthorised utilisations of intangible assets
Impairment-testing of recognised assets
Employee share-programmes or employee stock-option programmes

We determine the respective values following the latest theoretical and practical knowledge of valuation theory. In addition, we take the statements of the Institute of Public Accountants in Germany (IDW S5, IDW RS HFA 16) into account in our valuations. Moreover, you will profit from our many years of experience as Publicly Certified Experts of the Chamber of Industry and Commerce (IHK) of Munich and Upper Bavaria (Dr. Erik Schlumberger, Andreas Krämer).

Financial Modelling

Planning-, financing- and valuation models and tools are an essential basis for controlling a company and analysing its key performance indicators (KPIs).

Appropriate models are significant in a multitude of cases:

Internal control
Bank reporting
Acquisitions and disposals of companies
Impairment-testing of investments
Impairment tests in accordance with IAS 36

The added value of our models is essentially determined by the following factors:

Coordination and integration of all plans (e. g. sales- and turnover plans, personnel plans, tax plans)
Integrated models (integration of a calculation of financial requirements including a presentation of all relevant finance flows)
Customised models to serve your requirements
Definition of interfaces between new and existing models
Clearly organised and simple input options
Manuals with detailed descriptions
Fulfilled requirements of relevant valuation standards

We have described some example models that we specifically customised and built for our clients below:

Group planning model controlling liquidity on a monthly basis. The model is able to blend out the monthly cash flows and plan on an annual basis if needed.
Group planning model including consolidation features for bank reporting purposes
Group planning model including detailed plans for turnover planning, planning for costs of materials and personnel expenses in connection with the disposal of a company
Integrated planning and valuation model for impairment-testing investments in accordance with IDW RS HFA 10
Impairment model in accordance with IAS 36 to determine fair values and values in use
Model to value a brand in accordance with IDW S5

Due Diligence

We offer you comprehensive advisory services, irrespective of whether you are buying (buy side) or selling (sell side) an entire company, parts of a company or individual assets.

Significant questions in connection with due diligence services are as follows:

What are the financial risks and tax risks resulting from the transaction?
What are the main planning assumptions and do these seem plausible?
Which financial and taxation aspects should be reflected in the sale and purchase agreement?

Our advisory approach translates into the added value we generate for you from our due diligence services:

Understanding of the opportunities and risks resulting from the transaction
Transparent presentation of the key metrics forming the basis of the planning and forecast calculations, as well as the effect they have on the former
Providing arguments for offers or contract negotiations
Translating risks and purchase price considerations into the sale and purchase agreement
In a sales process, avoiding discounts due to information deficits
More rapid realisation of a sale

Transaction Assistance

Our business segment Transaction Assistance covers all services in connection with transactions. We can especially support you in the following areas:

Preparation and consolidation of annual financial statements and pro-forma financial statements (e. g. carve-out-statements)
Preparation of planning- and valuation models (financial modelling)
Implementation of a “Red Flag Due Diligence”: Identification of significant risk areas and possible “deal breakers”
Preparation of financial books (data books): Clear and investor-friendly and suitable presentation of company information
Preparation and administration of data rooms
Contract assistance: Reflection of the economic findings from the due diligence proceedings and company valuations in the sale and purchase agreement
Preparation and / or review of transfer balance sheets (“closing accounts”)

Purchase Price Allocation (PPA)

In many cases the proper translation of company acquisitions into group balance sheets or the balance sheet of a single entity is essential:

Preparation of consolidated financial statements in accordance with IFRS or HGB (German Commercial Code)
Acquisition of shares in company’s, that need to be integrated into the consolidated financial statements either according to the purchase method or according to the equity method
Acquisition of assets (e. g. from insolvencies)

In addition to the typically considered intangible assets (asset-valuation), tangible assets also have to be taken into account when performing a purchase price allocation (PPA).

Our services in connection with purchase price allocations (PPA) include:

Pre Deal PPA: Initial insights into the significant intangible assets and the resulting amortisation
PPA in accordance with HGB (German Commercial Code)
PPA in accordance with IFRS
Assessment of the depreciation and amortisation resulting from the step-ups of assets
Calculation of deferred taxes and goodwill as well as the allocation of goodwill to cash generating units (CGUs)
Support in terms of impairment-testing for the assets originating from the purchase price allocation
Establishing suitable impairment models (financial modelling)

We can offer you PPA-activities as an integrated part of the preparation of your consolidated balance sheets.