m&a year- book 2019 · rödl & partner has interdisciplinary transaction expertise in a...
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M&A YEAR-BOOK 2019International and interdisciplinary transaction consulting
3
Contents
Preface
Our mandate structure 6
M&A deals by sector 7
M&A deals by business unit 8
International presence 10
National M&A references – extract 14
International M&A references – extract 16
M&A consulting is interdisciplinary teamwork 18
Profile of Rödl & Partner 19
Contact persons 21
Legal notice, list of references & imprint 30
Publisher and authors 31
54
Preface
MICHAEL WIEHLBJÖRN STÜBIGER
Dear Business Partner,
In the 2019 business year, 313 transactions were successfully completed with the support of Rödl & Partner. This was yet another marked increase compared with the previous year and is a sign of the continued active interest in company transactions both at home and abroad. It also reflects how strongly family-run companies are represented in this field. This year too, our special thanks therefore go to our clients who entrusted us with accomplishing the most manifold tasks.
The 2020 business year has been shaped by the global corona pandemic and the economic conse-quences are enormous. It is becoming apparent that this will have an effect on the M&A market too. Nevertheless, we expect a significant number of company transactions. The reasons for this are the following, amongst others:
- Not every company and not every sector has been affected by the crisis in the same way and therefore been left hamstrung.
- Strategic investors as well as private equity will seek out and make use of their opportuni-ties. Times of crisis have always been good times for investment too.
- As opposed to 2008, the corona crisis is not a financial crisis. As a result, companies have considerable capital at their disposal to finance acquisitions.
- It can be assumed that companies are getting or have already got into trouble and that the number of M&A transactions for distressed companies will increase.
- The market situation is attracting both national and international buyers who sniff a chance to acquire companies cheap.
We are amongst the leading M&A consultants and, with our international presence and scope and our interdisciplinary range of services, we are a strong reliable partner for German SMEs in this challen-ging environment.
Yours,
BREAKDOWN OF THE TRANSACTIONS ACC. TO SECTOR OF TARGET COMPANY
Industry 2019 30 %
2018 31 %
Services 24 %
31 %
Energy 11 %
7 %
Healthcare 10 %
Consumer Goods 9 %
6 %
TMT 8 %
10 %
Food 5 %
9 %
Raw Materials 3 %
1 %
SUB-SECTORS OF THE 3 MOST IMPORTANT AREAS
6
BREAKDOWN BUY-/SELL SIDE
BREAKDOWN ACCORDING TO TRANSACTION VOLUME AND NUMBER
Our mandate structure
Rödl & Partner is one of the leading M&A consultancies in the small and mid-cap sector in Germany.
■ TV up to EUR 10 Mio. ■ TV up to EUR 50 Mio. ■ TV over EUR 50 Mio.
Number of transactions
2016 2017 2018 2019
61 % 63 % 65 % 63 %
33 % 29 % 29 % 30 %
6 % 8 % 6 % 7 %
M&A Deals by sector
7
SERVICES 40% 17% 16% 12% 3 % 3 % 2 % 2 % 5%
Corpo
rate
Serv
ices
Renew
able
Ener
gyIn
dustr
ial S
er-
vices Fina
ncial
Ser
vices
Logis
tics
Ener
gy
Other
s
Distrib
ution
Engin
eerin
g
Educ
ation
Pers
onne
l
Other
s
INDUSTRY31% 14% 14% 10 % 8 % 8 % 5 % 1 0 %
Mec
hani
cal
Engi
neer
ing
Auto
mot
ive
Const
ruct
ion
Chem
istry
Pack
agin
g
Met
al
Test
ing
and
Mea
sunr
ing
Tech
nolo
gy
Oth
ers
ENERGY84 % 8% 8 %
138
176
282313
■ buy side ■ sell side
■ buy side ■ sell side
2016 2017 2018 2019
78% 76% 82% 74%
22% 24% 18% 26%
Up to EUR 50 Mio
Up to EUR 100 Mio
Over EUR 100 Mio
BREAKDOWN BUY-/SELL SIDE ACCOR-DING TO TRANSACTION VOLUME 2019
20% 60% 50%
80% 40% 50%
Rödl & Partner has interdisciplinary transaction expertise in a variety of industrial sectors. The focus of our consulting services is not so much on the sectors themselves but rather on the cha-racteristics of our clients – family-owned companies with international operations.
98
BREAKDOWN OF SERVICES USE OF RÖDL & PARTNER SERVICES
M&A Deals by business unit
Rödl & Partner is not just a group of co-existing lawyers, tax consultants, management consul-tants and auditors. In the course of transaction consulting it quickly becomes clear how we work – across all service lines and closely integrated. Our interdisciplinary project teams achieve an above average rate of success.
FINANCIAL SERVICES
DD Valuation Business PPA Modelling
125
5443
M&A/CF SERVICES
M&A Project Corporate Finance Management
57
24
LEGAL SERVICES
DD SPA Structuring
110115
97
TAX SERVICES
DD SPA Structuring
121
7166
Clients value the multidisciplinary approach of Rödl & Partner.
37+29+25+9+AM&A/CF Services
M&A/CF Services
Financial Services
Financial Services
Tax ServicesTax Services
Legal Services
Legal Services
37 %
9 %
29 %
25 %
2019
70 %of our clients enlisted the services
of at least 2 of our divisions
30 % of our clients enlisted
the services of 3 or all 4 divisions
BREAKDOWN OF THE CONSULTING OBJECT (MULTIPLE POSITIONS POSSIBLE)
1110
BREAKDOWN ACCORDING TO COUNTRY OF CLIENT
BORDERLESS M&A ACTIVITIES
International presence
Internationality is one of the decisive drivers of M&A activities.
2017 2018 2019 2017 2018 2019 2017 2018 2019 2017 2018 2019
German Buyer, German Target
German Buyer, Foreign Target
Foreign Buyer, German Target
Foreign Buyer, Foreign Target
34 %
24 % 29 %
17 %
27 % 28 %
8 %
13 % 15 %
41 %
36 %
28 %
0+4910+8+7+5+19+K0+5140 % other countries
20 % Italy
15 % Czech Republic
11 % Switzerland
14 % Poland
51 %Germany
49 %Abroad
1312
International presence
With our transaction expertise, the whole world is our home.
37 % Germany
10 % Czech Republic
9 % Poland
8 % Italy
6 % USA
4 % India
3 % France
3 % Schwitzerland
2 % Austria
2 % Slovakia
2 % United Kingdom
2 % Netherlands
2 % Spain
1 % Romania
1 % Danmark
1 % Canada
1 % China
1 % Hungary
1 % Israel
1 % Norway
1 % Russia
1 % Belarus
1 % Belgium
BREAKDOWN ACCORDING TO COUNTRY OF CLIENT
1514
National M&A references - extract
1716
International M&A references - extract
1918
TRANSACTION CONSULTING IS INTERDISCIPLINARY TEAMWORK ONE-STOP-SHOP
M&A consulting is interdisciplinary teamwork Profile of Rödl & Partner
The project team to assist a client with a company acquisition, for example, will consist of lawyers, tax consultants, auditors and the M&A consultant.
The complete process is coordinated by a project manager who ensures a smooth flow of information between all of the specialists involved. He ensures that the project is carried out without upheavals within a tight time frame according to the defined high quality criteria and is the main contact person for the client.
Rödl & Partner also offers other services before or after the transaction process which are decisive for your success. This essentially involves strategic consulting prior to a transaction and post-merger consulting in many areas after the transaction has taken place.
The focus of post-merger consulting is the standardisation and improvement of internal com-pany processes ranging from financing through to production and the IT structure.
LEGAL CONSULTING- Legal structuring- Legal due diligence- Preparation of NDA, LoI, MoU- Support for the bidding procedure- Preparation/negotiation of SPA
and other contractual agreements- Legal structuring of financing and securities- Anti-trust law
MERGERS & ACQUISITIONS- Development of a transaction strategy- Analysis: company and market- Information memorandum- Purchaser/vendor: research, making contact, management- Preparation of a purchase offer /
assessment of received purchase offers- Establishment and support Due Diligence/Data Room- Management of price and SPA negotiations
AUDITING- Financial due diligence/fact book- Calculation of normal earnings- Identification of value drivers- Balance sheet analysis- Plausibility analysis of business plans- SPA – commercial guarantees- Differences between HGB and IFRS- Closing accounts- Company valuation
TAX CONSULTING- Tax due diligence- Analysis of the tax situation of the target- Transaction structure designed
to mitigate tax- Tax provisions in the SPA- Post-acquisition structuring
Rödl & Partner was founded as a one-man firm in Nuremberg in 1977. In order to achieve our goal of supporting our internationally operating clients, we established our first branch offices abroad, beginning with those in Central and Eastern Europe (from 1989 on). We penetrated the Asian market (1994) and then added important further locations in Western and Northern Europe (from 1998), in the USA (from 2000), in South America (from 2005) and Africa (from 2008).
As lawyers, tax advisers, management consultants, IT consultants and auditors, we are represented in 109 locations in 49 countries. Our clients place their trust in our 5,120 col-leagues worldwide.
49Countries
5,120Employees
€490mTurnover
109Own offices
Mergers & Acquisitions
LegalConsulting
AuditingTax
Consulting
2120
Unique Combination
Your contact personsProfile of Rödl & Partner
Rödl & Partner is not an informal network of lawyers, tax consultants, management consul-tants and auditors. We work together, closely interlinked across all service lines. We are market oriented and customer-driven. Appropriate experts are assigned to each project team to ensure success and realisation of the client‘s goals. Our interdisciplinary approach in itself is not unique. The same can also be said for our internationality or our particularly strong presence in German family-owned companies. In fact it is the combination which makes us special. We are a firm dedicated to giving extensive, global advice to German companies, which is indeed unique.
Rödl & Partner offers worldwide assistance for companies, private equity investors and entrepreneurs with transactions in Germany and other countries for the acquisition and disposal of companies and investments, with joint ventures and strategic alliances, with financing and initial public offerings, with the acquisition or valuation of real estate assets and with restructuring and reorganisation.
For this purpose, since the founding of the firm Rödl & Partner has concentrated on the inter-disciplinary and cross-border expertise of its transaction teams worldwide. Our strengths lie in the high level of expertise we can draw on in the analysis of legal, financial or tax oppor-tunities and risks, in the organisation of the transaction structure, the international contract design, the development of creative purchase price formulation and with the implementation and monitoring of integration targets.
Caring
Success driven
Team spirit
International
Guiding
Entrepreneurial
German
2322
Your contact persons
Germany
Prof. Dr. Christian Rödl, LL.M.Lawyer, Certified Tax AdvisorConsultant for International Tax LawManaging Partner +49 911 9193 [email protected]
CORPORATE FINANCE/BUSINESS CONSULTING
Björn StübigerPartner+49 89 9287 80 [email protected]
Henning KürbisAssociate Partner+49 6196 761 14 [email protected]
LEGAL ADVICE
Michael WiehlLawyer, Specialist Lawyerfor Tax LawPartner+49 911 9193 [email protected]
Thomas FräbelLawyerPartner+49 89 9287 80 [email protected]
Horst GrätzLawyerPartner+49 911 9193 [email protected]
Dr. Dirk HalmLawyerPartner+49 221 9499 09 [email protected]
Harald Reitze, LL.M.LawyerPartner+49 911 9193 [email protected]
Dr. Oliver SchmittD.E.A. (Rennes I)Lawyer Partner+49 89 9287 80 [email protected]
Germany
TAX ADVICE
Dr. Isabel BauernschmittCertified Tax AdvisorPartner+49 911 9193 [email protected]
Prof. Dr. Florian Haase, M.I.TaxLawyer, Specialist Lawyerfor Tax LawPartner+49 40 2292 97 [email protected]
Florian KaiserCertified Tax AdvisorPartner+49 911 9193 [email protected]
Dr. Alexander KutschLawyer, Certified Tax AdvisorPartner+49 711 7819 14 [email protected]
Dr. Dagmar Möller-GosogeCertified Tax AdvisorPartner+49 89 9287 80 [email protected]
Dr. Hans WeggenmannCertified Tax AdvisorManaging Partner+49 911 9193 [email protected]
AUDIT/CORPORATE CONSULTING
Christian HellbardtCertified AccountantCertified Tax AdvisorPartner+49 911 9193 33 [email protected]
Christoph HirtCFAAssociate Partner+49 711 7819 14 [email protected]
Peter LängleCertified AccountantCertified Tax AdvisorPartner+49 89 9287 80 [email protected]
Cyril PrengelEMBA (M&A), CVAPartner+49 911 9193 [email protected]
Jochen ReisPartner+49 6196 7611 [email protected]
2524
Your contact persons
International
BALTIC AREA AND BELARUS
Tobias KohlerLawyerPartner+370 5 212 35 [email protected]
Jens-Christian PastilleLawyerPartner+371 67 3381 [email protected]
BRAZIL
Philipp Klose-MoreroCertified AccountantPartner+55 11 5094 [email protected]
Michael LöbLawyer+55 11 5094 [email protected]
CHINA INCL. HONGKONG
Jiawei Victor Wang LL.M. (Heidelberg)LawyerPartner+49 711 7819 14 [email protected]
Dr. Thilo KettererCertified AccountantPartner+49 911 9193 [email protected]
Sebastian WiendieckLawyerPartner+86 21 6163 [email protected]
CZECH REPUBLIC
JUDr. Petr Novotný, Ph.D.LawyerPartner+420 (2 36) 16 3-77 [email protected]
Hans-Ulrich TheobaldLawyerPartner+420 236 1637 [email protected]
FINLAND
Timo HuhtalaLawyerPartner+358 0 969 62 [email protected]
Jens-Christian PastilleLawyerPartner+371 67 3381 [email protected]
International
FRANCE
Nicola LohreyLawyerManaging Partner+33 1 5692 [email protected]
GEORGIA
Klaus-Peter KesslerLawyerPartner+49 911 9193 [email protected]
HUNGARY
Dr. Roland Felkai Tax ConsultantPartner+36 1 8149 [email protected]
Dr. Sándor SárközyLawyerPartner+36 1 8149 [email protected]
INDIA
Rahul OzaPartner+91 2206 25 [email protected]
Martin WörleinLawyerPartner+49 911 9193 [email protected]
INDONESIA
Markus SchlüterLawyerAssociate Partner+49 221 9499 093 42 [email protected]
2726
Your contact persons
International
POLAND
Dr. Monika BehrensLawyerAssociate Partner+48 22 2440 [email protected]
ROMANIA
Bogdan FratilaLawyerPartner+40 21 3102 [email protected]
RUSSIAN FEDERATION
Dr. Andreas Knaul LL.M., D.I.A.P. (E.N.A.) Lawyer Partner +7 495 933 [email protected]
Marina YankovskayaLawyerPartner+7 495 933 [email protected]
SLOVAKIA
JUDr. Maroš TóthLawyerPartner+421 2 5720 [email protected]
SPAIN
Georg AbeggLawyerPartner+34 91 5359 [email protected]
Christoph HimmelskampLawyerPartner+34 93 2389 [email protected]
International
ITALY
Stefan BrandesLawyerPartner+39 0263 28 [email protected]
Alessandro BorelliLawyerPartner+39 0263 28 [email protected]
Silvio Rizzini BisinelliLawyerPartner+39 069 6701 [email protected]
Giovanni FonteCertified Accountant Certified Tax AdvisorPartner+39 0498 0469 [email protected]
Thomas GiulianiCertified Accountant Certified Tax AdvisorPartner+39 0471 1943 [email protected]
Dr. Roberto PeraLawyerPartner+39 06 9670 [email protected]
Birgit RauschendorferCertified AccountantCertified Tax Advisor Partner+39 0263 28 [email protected]
KAZAKHSTAN
Michael QuiringLawyerPartner+7 727 3560 [email protected]
MEXICO
Dr. Dirk Oetterich, LL.M.Lawyer+52 222 4310 [email protected]
2928
Your contact persons
International
SWEDEN
Lars-Göran Larsson Certified Accountant+46 40 6607 [email protected]
Jens-Christian PastilleLawyerPartner+371 67 3381 [email protected]
SWITZERLAND
Jörg WiederkehrCertified Trustee (FA)Partner+41 44 7495 [email protected]
Sebastian RepetzCertified AccountantAssociate Partner+41 44 7495 [email protected]
SOUTH AFRICA
Dieter SommerCertified Accountant (SA)Partner+27 11 4793 [email protected]
THAILAND
Markus SchlüterLawyerAssociate Partner+49 221 9499 093 42 [email protected]
TURKEY
Prof. Dr. Metin SagmanliAuditor Tax ConsultantPartner+90 212 3101 400 [email protected]
International
UKRAINE
Klaus-Peter KesslerLawyerPartner+49 911 9193 [email protected]
UNITED KINGDOM
Jan Eberhardt LawyerPartner+44 0 1212 2789 [email protected]
USA
Frank BreitenfeldtCertified Accountant, Certified Tax Advisor, CPAPartner+1 404 5863 [email protected]
S.A. de KockCPAPartner+1 404 5252 600 [email protected]
VIETNAM
Stefan EwersLawyerPartner+84 8 3824 [email protected]
3130
Legal notice, list of references and imprint Publisher and authors
LEGAL NOTICE
Rödl & PartnerDenninger Straße 84D-81925 Munich Tel.: +49 (89) 92 87 80 525Fax.: +49 (89) 92 87 80 555E-Mail: [email protected]: www.roedl.de
Björn Stübiger and Michael Wiehlon behalf of the Rödl & Partner practice group M&A International Reproduction of this document with its references is permitted.
The information contained in this brochure is provided for the purpose of general information and is not related to a special situation of an individual person or a legal person. The infor-mation does not constitute business advice, legal advice or advice relating to tax matters. In specific individual cases the presented contents cannot replace the individual consultation by a qualified expert. In particular, the information offered does not constitute a binding offer by Rödl & Partner. Although Rödl & Partner has taken the greatest of care in the selection of the offered information, Rödl & Partner is not liable for its correctness, up to dateness or completeness.
Nobody should act on the basis of this information without appropriate professional advice or a thorough analysis of the situation concerned. Rödl & Partner accepts no liability for any decisions taken which are based on the said information. Therefore Rödl & Partner always recommends you make an appointment with an expert you trust to seek personal advice.
All of the pictured diagrams/representations in this study are exclusively used by the Rödl & Partner.
Publisher: Rödl & Partner
Project management & content: Björn Stübiger Partner, Corporate Finance, M&A Contact address for copies: Rödl & Partner Regina Völker Denninger Str. 84 81925 Munich Germany
Tel.: +49 (89) 92 87 80 525 E-Mail: [email protected]
Internet: www.roedl.de
LIST OF REFERENCES
IMPRINT
PUBLISHER
AUTHORS
Rödl Consulting AGDenninger Str. 8481925 MünchenGermany
www.roedl.de
© Rödl & Partner