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Abstract Architect

Mergers & Acquisitions

We have been involved in acquisitions, mergers and various forms of cooperation for more than 10 years. This goes much further than just tax guidance. We act as supervisor of the entire process, for the buyer, seller or one of the cooperation partners. We supervise the deal, conduct the negotiations, both with regard to the proposal and the associated contracts, as part of a team (with accountants and lawyers, for example) or as a leader of the team.

The takeover process
Some observations and warnings from practice:

An acquisition process usually has (but the differences can be significant) a number of phases. 

The phases:
  • Looking for a buyer or a suitable company to take over or work with. The first contacts often come from the entrepreneur and his network itself. We also have a wide network, but we are not a broker or database.

  • The first exploratory phase, sometimes with a NDA (Non Disclosure Agreement) in which parties get to know each other to form a picture. Whether or not exclusive, is often an important question.

  • A first bid in which the main features of a possible transaction are discussed (amount, acquisition of shares or asset/liabilities transaction, percentage of the interest, which cooperation model, exchange ratios, share for share, etc.). If the parties agree, there is usually a short agreement in which the main points are set out, together with a number of resolutive conditions, such as an acceptable outcome of a due diligence (financial, legal, commercial) and finding financing. That part is usually called 'Letter of Intent', 'Heads of Agreement' or 'Termsheet'.

  • This is followed by the due diligence phase, which is often quite hectic, time-consuming and expensive.

  • If the results of the due diligence are sufficiently satisfactory, the contract negotiations usually start. The findings from the audit regularly lead to renegotiation of the previous agreements. It is also important to determine in advance which outcomes are acceptable and in which outcomes the deal is off the table (and who then bears which costs). Even in the contract negotiations phase, the deal can still fall apart. Because of fear and unfamiliarity, but also because of the attitude of the advisers, (too) far-reaching certainties are sometimes sought. Of course it is important to secure as much as possible, but entrepreneurs know that in life only two things are certain: 'Death and Taxes'. We believe it is important not to get lost in the details (the contract for the copier), but to get a good idea of the crucial factors that can make or break the company. A cost/benefit analysis is also important.

  • An acquisition process, merger or the search for a partnership are often extremely intensive, time-consuming and lengthy matters. The directors/owners also have to run the company. That is sometimes a very difficult task and can lead to the business deteriorating during that period. Make sure you keep your hands free for this more than usual or organize the process with your advisors in such a way that you are closely involved, but do not get lost in the details.

  • If it concerns an industry in which you yourself are not well versed, do not really know the products, the customers, the suppliers and the like, then make sure you have an advisor who is familiar with it. This does not have to be an acquisition specialist (for example, it could be an entrepreneur from the industry itself), but he/she can participate in the process and look critically at the opportunities and threats. It would be a shame if the company you acquire, will soon lose some of its major customers, perhaps even because of the deal.

  • As with most things in life, the following also applies here: don't give up if things go wrong in the negotiations. 'It ain't over till the fat lady sings'.


It probably won't be boring.

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