Initiation of Transactions
We carry out systematic research for you, for takeover targets or potential buyers and investors, and we approach them with well thought-out convincing propositions.
You benefit from our extensive network of companies, financial service providers, brokers, investors, consultants as well as our SOCIUS Global partnership with collaborations throughout Europe, the US, Asia, South America and Africa.
Management of Due Diligence Review
We organize and monitor the due diligence review, both for acquisitions and sales processes.
We precisely define the tasks for the respective experts, record the relevant information from their reports, integrate it into the project master plan, and create a realistic overview of the status quo and future chances and risks of the target object.
Development of Equity Story
We identify and highlight the specific strengths of your company, using this to create a positioning which optimizes its value for the respective group of buyers.
Evaluation of Target Company
We estimate the achievable transaction value based on professional market analysis and comparables and assess the expected length of time of the contemplated transaction.
We analyze the commercial positioning, financial situation and other relevant circumstances, and thereby also assess their relevance for your negotiating positions throughout the transaction process.
Execution of Transaction Process
We organize and coordinate the overall transaction process and ensure its efficiency, by planning the necessary work modules and process steps, and managing the communication with the counterparties.
As organizers and drivers of the project, we create sensible solutions for roadblocks, prepare thoroughly for upcoming decision points, and continuously seek to optimize your negotiating position.
Negotiations of the Transaction
We identify the contentious issues in detail and negotiate all relevant terms of the transaction with the objective of achieving the best possible result for you.
Throughout the process, we pursue your interests relentlessly. We define timing and scope of company visits, due diligence reviews and management discussions, thereby not losing sight of the always important tactical aspects, and probe the transaction partner’s ultimate resistance line with tenacity also by keeping up the competitive pressure and negotiation risk.
Transactions tend to be complex processes and therefore require intensive project management.
- There can be no delay when it comes to transactions because the genuine matching interest from two transaction partners at negotiated conditions typically only occurs for a short window of time.
- HSCie appropriately defines task and scope of the individual work modules and organizes the respective processing in alignment with the project´s progress.
- The goal is to carry out the project in a timely and efficient manner and to swiftly guide the transaction partners to the relevant decision points. Meanwhile, project costs must be weighed against transaction risks.
- Furthermore, we endeavor to avoid delays of any kind as well as the sudden occurrence of value-impairing facts which can upset the momentum of both partners’ emerging interest in the transaction and reduce the perceived competitive pressure.
Seeking to always stay one step ahead of the development, HSCie organizes and drives the process forward until a conclusion is reached.
The investment concept is the real driver behind every transaction as it delivers the rationale for the purchase decision. The more clear, powerful, and unassailable it is, the more certain and successful the transaction will be – from the seller’s vantage point, too.
- HSCie develops the rationale as to why the transaction will present a successful investment for the buyer with future value growth greatly outweighing the associated risk.
- HSCie defines the equity story, explains its sensitivity regarding identifiable risks and then translates it into transparent financial plans.
- HSCie then quantifies tthis rationale by calculating comprehensive valuation metrics such as return on investment, multiples, payback and discounted cashflow for a variety of simulations.
- The goal is to convince the potential buyer of how advantageous the purchase decision is through a clear and credible presentation of the investment concept.
HSCie convinces the transaction partners through a sound, well-thought-out and quantified investment concept.
Searching for partners
Finding the right transaction partner may well be the most important task when it comes to a corporate transaction. The stronger and more robust a transaction interest and the better the financial standing of the partner, the more successful the transaction will be. Therefore, researching as well as approaching potential partners worldwide in a broad, swift and convincing manner is extremely important.
- HSCie defines search fields according to synergetic companies and investors with a suitable investment focus. We then conduct intensive research using the most pertinent databases and our own extensive contact network.
- HSCie can approach hundreds of candidates almost simultaneously. Depending on the respective project, it may be advisable to limit this number for reasons of confidentiality and efficiency.
- Initially, the transaction partners tend to be approached in an anonymized manner using special tools to ensure their attention is attracted.
- At HSCie, we firmly believe in persistence, especially when it comes to finding a buyer. The search thus continues throughout almost the entire project. The emergence of an additional potential buyer shortly before a deal is closed can strengthen our client’s negotiating position significantly.
HSCie is aware that finding the right partner depends on perseverance and diligence which is why we have an excellent track record carrying out a search.
Transaction processes start with the initial sparking of interest of the approached transaction partner through clear and focused information about the unique business opportunity (Teaser) and then evolve into an increasingly comprehensive information and learning process for the buyer.
- HSCie creates professional and targeted Teasers, Information Memoranda and Management Presentations.
- While the Teaser is essentially a sales brochure, the detailed Information Memorandum informs to the extent that the buyer can decide and commit, besides further strengthening the investment interest and serving as a guide for subsequent due diligence steps and key negotiation issues.
- All information documents must build up complete trust in the reliability of the information and the efficiency of the process. Any distrust in this regard may deter the counterparty´s willingness to proceed.
HSCie creates Teasers and Information Memoranda which trigger interest, inspire trust and provide the factual information required for a professional transaction partner.
Almost all company transactions build on the financial plan of the target, based on the likely future scenario.
- HSCie develops financial planning scenarios for the target, including simulations, and carries out plausibility checks for any existing planning.
- HSCie assesses and influences these plans through comparisons with benchmarks or by considering their attractiveness to investors.
- The goal is to devise financial planning that is credible and underpins the value-adding investment concept.
HSCie reviews financial plans and their quality and produces detailed financial models as basis for evaluation and financing.
The closing of a company transaction frequently depends on how the deal can be financed. This also impacts the valuation and the attractiveness of the investment concept.
- HSCie tackles this issue proactively by identifying the financial requirements for the transaction, researching potential sources of financing, and preparing financing concepts.
- HSCie organizes acquisition financing when advising buyers, or whenever appropriate staple financing when advising sellers, by approaching the right financial institutions, managing the subsequent project communication and, eventually, negotiating the financing conditions.
HSCie arranges acquisition and equity financing through a targeted approach of suitable financing sources.
The purchase price of whatever asset is transacted plays an essential role. When and through which procedure this is addressed depends on the specificities of each transaction. But always the transaction process provides a unique opportunity to set a view on valuation and convince the transaction partner to share it.
- HSCie advises clients in defining their target valuation by applying the comprehensive calculations of the transaction object, analyzing the relevant information about comparable deals and traded equity stakes and drawing on our many years of experience in the transaction market.
- HSCie always pursues an aspiring and demanding valuation approach with a view on our clients´ interest.
- HSCie provides consultancy as to when and how the subject of the purchase price should be addressed during the process. As always, the risk of premature breakup stands against the significant cost and damage of a late process failure.
- HSCie conducts the information and review process of a transaction so as to not only inform but moreover substantiate the valuation view, and aims at finding agreement on price not before but after the transaction partner has fully comprehended the value potential.
HSCie provides an estimation of what can be realistically achieved based on decades of experience and up-to-date knowledge of the transaction market.
Transactions are often subject to committee decisions, and these must be prepared well and in detail.
- HSCie supports its clients its clients in creating committee presentations and, depending on the merger or divestment mandate, delivers advice and analysis regarding alternative courses of action, financial planning, financing concepts, valuation, pro-forma earnings per share changes or analyses of potential earnings contributions, transaction risks and opportunities, equity stories and investment concepts.
HSCie delivers all relevant analyses and presentations for committees.
Typically, company transactions take place withan increasingly extensive and complex due diligence review.
- HSCie begins by creating an overview of all due diligence areas including in a sales mandate the content-related structure of the data room. We also list all information, documents and information sources required for a successful transaction process.
- HSCie organizes the preparation of the due diligence review and requests that all respective experts – from internal staff, auditors, consultants of commercial, environmental, HR, IT, legal and other subject areas – to compile the required information and reports.
- HSCie controls and monitors the due diligence process and results. HSCie captures, organizes, and evaluates the information output, integrates the results into the master financing plan of the project and establishes a comprehensive overview of the current situation and financial future expectation regarding the target object.
- In an acquisition project, the goal is to achieve comprehensive insight regarding the target object and, in a sale mandate, to meet the buyer’s information needs suitably and efficiently.
HSCie ensures an efficient due diligence review while delivering the relevant comprehensive facts.
Company transactions are the result of lengthy and complex negotiations. They range from the exact terms of the non-disclosure agreement, the requirements of company visits, agreed time frames, letters of intent, conditions for further process steps including exclusivity and cost coverage agreements, to finally the actual terms of the transaction including purchase price, form of payment, warranties, etc., as well as the steps and conditions leading to the execution through closing.
- At HSCie, we guide our clients through the process, by defining the respective requirements for agreements and negotiating these steps and their contents in close agreement with our clients.
- HSCie and its partners can rely on the firm foundation of multiple decades of experience with very many successful transactions and negotiations.
- Through it all, the goal is to realize the client’s interests through clear communication, recognizing windows of opportunity in the negotiation process, probing the transaction partner’s resistance lines, developing credibility and dependability, building up and leveraging competitive pressure on the transaction partner, and conducting convergent negotiations towards signing and closing of the transaction.
HSCie negotiates with expert experience and determination because in the end, our success and that of our clients are one and the same.