Transeo E-newsletter # 3

IN THIS ISSUE

  • Transeo Conference 2012
  • Buyers and sellers : when emotions get into the mix
  • Valuation main issues in SME transfer
  • Fifth Edition of the "CRA Takeover Trophy"
  • Did you know that...
  • Transeo News

  • TRANSEO CONFERENCE 2012

     

    Transeo Conference 2012 is the meeting place for professionals in transfer of SMEs (private advisors, public institutions, academics). The Conference is taking place on 24-25 May 2012 in Spa, Belgium.

    The transfer (sale/acquisition) of SMEs is a challenging issue : Transeo offers M&A professionals the opportunity to attend « Transeo Conference 2012 », to :

    • Attend plenary sessions with international keynote speakers
    • Take part actively in thematic workshops and Master Classes
    • Reinforce their M&A network during networking sessions
    This year's Conference will :
    • Attract business transfer professionals and decision-makers to Spa for two days of high-level discussion
    • Enable interaction between professionals throughout the course of the Conference, including the European Café sessions and the gala networking dinner
    • Address a range of key issues in order to take up SME transfer challenges, including awareness-raising, valuation, human aspects, exchange of opportunities, financing, ...

    You can find the programme here

    The General Assembly of Transeo AISBL will take place on 23rd May and is only open to Transeo Members.

    For more information please go to www.transeo-conference.eu or email us


    TECHNICAL ARTICLE 1 | "Buyers and sellers: when emotions get into the mix"

    By Sylvie Huard, Harmonie Intervention, Transeo Member (Québec, Canada)

     

    Business owners often worry about the risk involved in selling their company, but what is this risk exactly? My experience as an entrepreneur, mediator and expert in business transfers has shown me that the real risk factor is human. Human, as in human relations and human decisions.

    When a business changes hands, a lot of questions arise and these questions can become emotionally charged. This is when what we call emotional intelligence comes into play: the ability to recognize, understand and handle emotions, and to communicate clearly on sensitive issues.

    Three human issues in a business transfer

    A company is much more than the sum of its financial statements and ‘rational' transactions. It's a group of individuals and this is often what makes or breaks the deal. Here are three common human issues that my clients (both buyers and sellers) often fail to take into consideration during the transfer process:

    1. Ignoring the ‘Source'

    Peter Koenig has it right when he says that a founder remains closely tied with the company he built, even after leaving it. I often remind my clients that they should treat a founder with respect and restraint because he embodies the ‘Source', the initial purpose, the history and the spirit of the company. He is its soul. This doesn't mean never confronting the founder, but rather to approach him with respect and sincerity, keeping in mind that he has left a permanent mark on the company. For a buyer, this also means accepting that he is not, in fact, the founder of the company.

    2. Assuming that the other person already knows

    This is at the root of so much that remains unsaid. When emotions get into the mix, perceptions can often scramble communications. You must make sure that your perceptions are accurate and never assume that the other person will somehow ‘get the message'. It's not easy, but you must find a way to let down your guard so communications can flow. Remember that transferring a company also involves transferring knowledge. Again, the danger lies in taking what the other person knows for granted. You must take the time to sift through 30 years of experience in order to share vital and strategic information.

    3. Underestimating the importance of the entrepreneurial identity

    My father founded a forestry company that he ran for over 20 years. When he retired, he felt he was ready. But after a while, things began to fall apart. When he got up in the morning he didn't feel right. He had lost the vital spark; his life had no purpose, no direction. He felt like he had nowhere to go and nothing to offer. For an entrepreneur, loss of identity once his business is sold can be devastating. Emotional intelligence cuts both ways. The buyer must take the time to ask himself how he can keep the flame and his entrepreneurial identity alive once he's in the same position.

    The human factor - the real challenge

    The human factor is always the hardest one to manage. There is no guidebook or fail-proof method to follow. All you can do is think things through, be bold and keep the lines of communication open. The human factor is so complex that it can make doing business frankly uncomfortable. It's tempting to duck out. But facing up to it is your responsibility. This is true in a marriage, in a family, with colleagues, and especially in a company, because not only does it affect you and everyone at the top, it affects your employees and their jobs down the line.

    Sylvie Huard is a businesswoman with a passion for using psychology to help the upcoming generation of business owners and foster harmony in the workplace. Having concluded nine business transfers, including three involving family businesses, she offers the tools, mediation, advice and inspiration buyers and sellers need to navigate the sensitive transfer process. To find out more about these tools and for articles dealing with the human issues involved in a business transfer, go to www.harmonieintervention.com/blogue

     

     


    TECHNICAL ARTICLE 2 | Valuation main issues in SME transfer

    By Bernd Ruegg, M+A Rüegg Mittelstandsberatung GmbH, Transeo Member (Frankfurt/Main, Germany)

     

    About 200.000 (possibly even more) SME`s all over Europe are each year concerned with the topic "SME transfer", mainly as the owner is 55 years old or older and/or reason of health. It is reasonably estimated that about 50% of all SME owners can´t generate a successorship for their business out the family nor from the known entourage of the present owner of the business. Whether the SME will find its successor within or outside the family of the present owner of the business, the topic of "valuation" is always present, in most cases absolutely mandatory, as in most (to nearly all) countries.

    "Valuation" hereby means to establish a firm price and corresponding payment terms and a corresponding scope of delivery towards the successor, which comply with the standards of "true and fair market values" (i.e. commercial valuation) for the shares in the company and/or the assets in the company to be transferred from the present owner of the business to the successor.

    Thus "valuation" of any company to be transferred is unavoidable, (first) due to local regulations of corresponded taxation rules, (second) to generate a firm price and corresponding payment terms etc. for the company towards the successor. In many countries "taxational valuation" and "commercial valuation" are interlinked, as the taxes to be paid are influenced and/or dominated by the price actually paid and/or the values actually transferred from the owner to the successor.

    Nevertheless, "taxational valuation" and "commercial valuation", in case of an SME transfer, may (in many countries) not be based on the same valuation principles and/or standards, thus may (often will) result in different values (or prices) for an SME.

    "Taxational valuation" generally is hereby (very often) based on the historical P&L-Performance of the SME and such data about the SME which are (anyway) known by the local IRS (i.e. taxational profits and taxational book values of the past years).

    "Commercial valuation" generally is hereby (very often) based on future earnings and the future development reasonably estimated for P&L-Performance of the SME and corresponding operational profits (as cash-flows/flow to equity) and market-adapted book values in the future.

    Independent if you are the transferee or the successor or the advisor involved in an SME transfer, "valuation" is an unavoidable subject you need to understand and properly deal with.

    Evaluation issues and procedures

    The transferee and the successor need a firm price / payment term / scope of supply for the transfer. Aside of the transferee and the successor also banks, financiers, and other second and third parties directly involved in the SME transfer need a firm and solid basis to elaborate their engagement (or not).

    Also the advisors (Tax-, Law-, M&A-, Others etc.) to the transferee and the successor need a firm and solid "starting point" to elaborate possible hurdles and chances, including possible deal killers, for the transferee and the successor and other second and third parties directly involved in the SME transfer.

    The experienced valuation professional therefore must capable to understand, process und valuate the typical "in the line" tax related, legal and regulatory compulsive subjects linked to "commercial valuation" and the thereafter intended M&A-project, looked up from the individual site of the transferee und the successor. In case of doubt and/or in case a second professional opinion" is required, a corresponded network of experienced Tax-, Law-, M&A-specialists should be stand-by on request.

    Professional "valuation" is a very complex and multilayered subject the transferee and successor and the advisors involved in an SME transfer need to understand and properly deal with. There are no "quick-from-the-hip" solutions possible, when the "valuation" should meet the standard of been: true, clear, fair and understandable.

    What about the role of professional experts in SME valuation ?

    By personal experience no amateurs can properly execute a "commercial" company valuation nor a "taxational" company valuation without professional experts.

    The fundamental procedures and rules for any "commercial" company valuation are the same and therefore not linked to the fact size of the company, but there are some specialties.

    "Commercial" company valuation for larger international companies are usually performed by larger and international teams of highly specialized professional experts, due to the immense data volume and as usually several companies in several countries are concerned, thus different national and international legal and financial set-up´s, tax-regulations, legal-regulations, M&A-regulations, national languages etc. from all of the individual countries involved need to be considered and valued. The same, but vice versa, on the site of the buyer, in case the buyer is as well a larger international company.

    "Commercial" company valuation for typical SME´s are usually performed by only one professional valuation expert, possibly assisted by a tax-specialist and a legal advisor. It is hereby mandatory that the professional evaluation expert and the tax-specialist and the legal advisor are longstanding professionals in SME valuation with profound knowledge and experience. Also this team must understand the differences in procedures when valuating a big company or an SME. In SME valuation, international aspects (see above) are only very rarely of matter, as most (99%+ as a best guess) of SME transactions are done locally, i.e. transferee and successor(s) are based in the same country.

    Professional "valuation" is, aside of valuation of the basic data of the company an extremely complex and multilayered proceeding, where finally many data and information, many projections, many estimations, many possible scenarios need to converge towards a few final results, which are normally:

    • Adequate scope of supply to be offered by the transferee
    • Adequate Value / Price for the company (i.e. scope of supply)
    • Adequate payment terms for the company (i.e. scope of supply)
    • Adequate contractual projections and structured deal model(s) for transferee and successor(s)
    • Adequate other dealings between transferee and successor(s)
    • Adequate other dealings with second or third parties essential for the deal model(s)

    Professional "valuation" is, aside of valuation of the basic data of the company a determination and a comparison of the risk of the company under valuation, moreover (primarily) the equity capital invested in the company. In case of a successor ship in an SME the term "equity capital invested" stands for the price finally to be paid by the successor to the transferee. Also possible private guarantees from the successor towards banks backing the financial volume must be taken in account.

     

    Bernd Rüegg, M+A Rüegg Mittelstandsberatung GmbH (BDU) provides professional advisory services for small and medium enterprises (SME) in the field of SME transfer. The company was founded in 1999 by Mr. Diplom-BW Bernd Rüegg, based on his 25 years prior background as GM and M&A-Manager for large German and Swiss stocklisted enterprises. More information on www.unternehmensbewertung-rhein-main.de , rggbieber@t-online.de

     

     

    One of the next challenge for Transeo is to collect good practices in SME valuation. Valuation issues in SME transfer will be the discussion topic in a specific working group. Members will receive more details about this project in the following weeks...


    TECHNICAL ARTICLE 3| Fifth Edition of the "CRA Takeover Trophy"

     

    The fifth edition of the CRA Takeover Trophy ("Trophée CRA de la Reprise" in French) was awarded on 1 February 2012.Launched in 2008, this contest is intended to recognize and reward innovative business transfers prepared and conducted to the satisfaction of all parties, and which were followed by a development strategy. It has experienced success again this year with the participation of over 40 entrepreneurs in the takeover and development of their business. This focus on successful business transfers helped the CRA to define good practices in a takeover process.

    Founded in 1985, CRA's main goal is to promote the transfer of small and medium-sized companies, and ensure their development through mergers or partnerships. CRA facilitates contacts between company owners, company buyers and experts at regional, national and European levels. CRA has been involved in selling more than 11000 SME's in all over France and all types of activities. CRA has 70 regional delegations in France and 1 delegation in Geneva. CRA, together with SOWACCESS and MKBase, is one the founding members of Transeo AISBL.

    The contest is open to any individual buyer of a company whose workforce was between 5 and 100 people at the time of his takeover, having signed the final purchase since six to two years. Candidates are selected by a jury composed of CRA crew members and personalities from the business transfer/takeover. After evaluation of qualitative and quantitative criteria, 4 finalists are selected. Then, these finalists have the opportunity to defend their project to the jury.

    The winner of this fifth edition is Pierre-Louis PETRIQUE, with the company PMG, which provides supply and installation of suspended ceilings. He took the control of this business in 2007. In 5 years he gave a new dynamic and became the n°2 in the sector in France, with a €13.3 million turnover (10.9 in 2007) and 15 employees.

    Dominique Boudet, project manager of the Trophy : "Except the money reward of €10.000, this recognition gives of course a good visibility to the company, to the manager, but is also an honor for the staff. It's a big pride for all the members of this structure. It gives a good push for the future of the business."

    Good practices in the takeover process

    After five editions of the Trophy, CRA organizers found some good standards, called "criteria of excellence", generally used during the process of the business transfer. "Every year our laureates have met all these criteria. These could be considered as the best ingredients helping a successful business acquisition", explains Dominique Boudet "Our institution, the CRA, defends and tries to teach its takeover candidates also the same values."
    The Takeover Trophy confirms the practices recommended by the CRA as regards financing, legal aspects tax aspects and accounting aspects. This includes a valuation of the target at a market price and balanced funding between equity and debt, leaving the company the ability to finance its development.

    Buyers ought to have a well-defined takeover project and base it on innovation, commercial dynamism, strict management processes, motivation of staff through a well-balanced HR policy (fair compensation, wages and profit sharing). Although some buyers have suffered from the economic crisis, they all managed to make it through and achieve their goals through the robustness of their business model. "After 5 editions of the Trophy, we observed that most of the best successful transfer processes have taken these criteria into consideration ", analyzes M. Boudet. "The Trophy provides us with good opportunities and enables us to follow new candidates for a business acquisition."

    The so-called "criterias of excellence" can be listed in two categories:

    During the process:
    • Personal motivation and training (training, awareness-raising)
    • Structure of the project
    • Rational and structured search for targets
    • Support by professionals experts (banks, advisors, technical experts)
    • In-depth analysis of the company (due diligence)
    • Good collaboration with the company seller
    • Understanding of the organization
    • Good listening to employees
    After the takeover:
    • Strategic vision
    • Investments
    • Improvement of the organization of the company and operational process
    • Staff motivation
    • Social and societal values (training programme, incentives)
    • Innovation (new products, services or new markets)

    More information about CRA Takeover Trophy on www.cra.asso.fr/-Trophee-CRA-de-la-Reprise-2012-

     


     

    Did you know that...

     

    University of applied Sciences Utrecht, The Netherlands - Current research focuses on the seller as an irrational decision maker

    The study investigates how the decisions are taken and what steps are involved from a psychological point of view when selling a business. Themes are: rite of passage, change of roles, experienced emotions and coping strategies. It proposes that at the point where an entrepreneur is selling his or her company the amount of information is so fast that a rational decision is unlikely. Instead the entrepreneur uses emotional heuristics to come to a decision. By personal interviews, diagnostic software and observations the research information is gathered. If you would like to participate or are interested please contact me.

    For more information : Transeo Member Edwin Weesie Msc., Lecturer International Business & Management Studies, Faculty Economics and Management, University of applied Sciences Utrecht, +31(0)88 481 6578, edwin.weesie@hu.nl

     

     

    HERMES RESSOURCES & SYNERGIES, Belgium - When and how to inform the employees about the decision of transferring one's business?

    This question is in line with a legal requirement in matter of business transfer. The European Parliament and Council Directive 2002/14/EC on the general framework concerning the information and the consultation of the employees in the European Community requires that the manager informs his employees, namely about the transfer of his business, whatever the number of employees. It is too risky to wait till the last moment and to present the employees with a "fait accompli".It has already happened that employees go on strike because they do not accept the buyer. Another fear of the seller is to see his best talents leaving the company. For that reason it is important that the employees can contemplate the continuation of the business in a good climate. All depends on the confidence the employees put in their manager. If that confidence does exist, the sooner the better. And the employees can help the manager in his decision-making and they can be the best advocates in the transfer process. How to build that confidence? Throughu the management style and the culture of the company.

    For more information :Transeo Member  HERMES RESSOURCES & SYNERGIES - Jean-Pol Gourmet , Expert in Human Resources Management - Social Auditor in Business Transfer jean-pol.gourmet@skynet.be

     

     

    M&A Rüegg Mittelstandsberatung GmbH, Germany - M&A Project in Tunisia

    Bernd Rüegg will mid March to mid April 2012 organize an M&A-project in Tunisia. The project (for an SME-automotive-supply company) is initiated by the sell-site and owned by a Tunisian-German family. Potential buy-sites are larger European automotive-supply companies seeking a supply base in Tunisia. The project is expected to be concluded by midsummer to autumn 2012, as respective LOI´s are already signed up.

    For more information : Transeo Member Bernd Rüegg , Geschäftsführender Gesellschafter der, M+A Rüegg Mittelstandsberatung GmbH (BDU), rggbieber@t-online.de

     

     

    Sylvie Huard, Harmonie Intervention, Quebec - Transferring an SME: three keys to success
    Harmonie Intervention has prepared a talk entitled ‘‘Transferring an SME: three keys to success'' to help all stakeholders involved in a business transfer, buyers and sellers alike, understand that a transfer must be planned long in advance. Most entrepreneurs tend to focus on the financial aspect of the transaction, but how many take the time to lay the groundwork for their company and their business relations? When a business changes hands, the continued existence of the company itself can be at stake. View an excerpt of the talk here

    For more information : Transeo Member Sylvie Huard, Harmonie Intervention, sylviehuard@harmonieintervention.com

     

     

    AWEX - Wallonia Foreign Trade & Investment Agency, Belgium - Incentive for foreign investors in Wallonia
    The AWEX Economic Development agency's core mission is to help foreign investors to set up their activities with success in Wallonia.
    A team of multilingual advisors and specialists are ready to assist you through all your investment processes. More than a hundred representatives are located abroad. From feasibility studies to establishing your entity in the Region, personalized assistance is available free of charge. Please contact us and find more information on our website to be launched by 21st of March 2012. www.investinwallonia.be

    For more information : Transeo Member Christophe Smitz, AWEX - Wallonia Foreign Trade & Investment Agency, csmitz@investinwallonia.be

     

     

    Dr. Hartmut Schneider, M&A Strategie GmbH, Germany

    M&A Strategie GmbH, located in Ulm, is a specialized consulting and broker firm with focus on Mergers and Acquisitions in the field of small and medium sized companies (SMEs). With a cross-border European network we give advice and brokerage services in the sale and purchase of companies. Check our internet platform on www.ma-strategie.de. There you find bids such as Shopping-Advertisement-Portal M€ 2.2, Yarn/thread: Modern production and processing - M€2.3, European smart phone company - M€1.5 or asks such as Sprayers & Water feeding Device for Garden & Industry, Production/Trading Company for MBI M€4, etc.

    For more information : Transeo Member Hartmut Schneideroffice@ma-strategie.de

     

     

    Christine Margreve, SOWACCESS, Belgium - New awareness raising tools for buyers

    After having launched a Business transfer Diagnostic in 2008 for potential sellers, SOWACCESS developed in 2011 an on-line questionnnaire dedicated to potential buyers.Buyer will perpetuate the activity and invest time and money in this challenge. In this context, the upstream awareness-raising of buyers is essential, this on-line test allows them to become aware of all the aspects of an acquisition, all the elements they should keep in mind and deeply think about when defining their acquisition project and before taking any further steps.

    SOWACCESS also launched Buyers Clubs, allowing them to create a network of relationships, to share good practices, and get advice from coaches and professionals. The investors have indeed often to face many difficulties during the "target searching" period as well as during the analysing phase and also feel alone during all these steps...  SOWACCESS proposes candidates taking part in Buyers Clubs to be supported by a professional coach. This team work can help each participant to define his/her takeover project to the final negotiations and closing. This program is complementary to personalized support by SOWACCESS and advisors.
    For more information : Transeo Member Christine Margreve, SOWACCESS, cmargreve@sowaccess.be

     



    TRANSEO NEWS

    • Transeo Academic Awards

    The Transeo Academic Awards highlight and reward research papers dedicated to SME transfer in Europe.
    Transeo Academic Awards are open to all disciplines linked to SME transfer : Economics, Management Sciences, Human Sciences, Psychology, Engineering Sciences, Economic Geography,...
    Transeo Academic Awards are open to students, researchers and academics from universities or research centers in Europe.

    By the end of the call for papers on 1 January 2012, Transeo academic members selected 13 submitted papers for evaluation. Academic members are now reading these papers and making their evaluation.

    The three best contributions will be rewarded during Transeo Conference 2012. Opportunity will also be given to winners to present their research to the participants during the event.

    For more information : Laurent Renerken, Transeo, awards@transeo-association.eu

    • New Transeo Members

    Akeon Genesis, Belgium

    Akeon Genesis is the partner by excellence for a reliable, correct transition of your company. Neutral and objective advise and assisting in taking the right decisions at the right moment. Seeking if necessary that extra opinion of an expert in a specific domain to create a perfect transition without surprises of your company. If is a family transition, a M&A scenario, capital increase with a new partner, MBO, MBI, Akeon Genesis is the coordinator of all information in co-operation with the entrepreneur for the most convenient and optimised solution as well in the long as in the short run. In order to avoid surprises and "corpses out of the cupboards" we work in a proven methodological sequence, step by step, knowing what and when to expect during the full process...also the cost.

    Experienced in operating on an international scale, Akeon Genesis is keen to share its experience with the other members of Transeo in order to scale the opportunities for all members to a different level. It is Akeon Genesis' ambition to actively participate in international venues and programs to put Transeo on the European map.

    Contact person: Marc VAN ROMPAEY, Partner


    BeCeFi , Belgium

    The Knowledge Centre for SME Financing (BeCeFi) is a leading Belgian centre that was founded in 2006 to study how small and medium-sized enterprises (SMEs) are funded.

    The aims of BeCeFi are to centralize all relevant information and human capital in the area of SME financing at a national level, to make good use of this knowledge and to make it available to the authorities, business-owners and their representative organizations, credit-providers and university circles. Since 2009, BeCeFi has also provided a credit mediation service and a credit insurance service for businesses with funding difficulties.
    Recently, BeCeFi mapped the issue of business transfers in Belgium, showing the number and key features of those Belgian businesses that are likely to undergo a change of ownership in the next ten years. BeCeFi seeks to delve more deeply into this area by conducting targeted qualitative analyses and creating various partnerships on a regional and European level. These ones will be aimed at taking the study of business transfers and the issues involved further and expanding on the methodology developed in its latest report.
    Contact person: Frédéric Lernoux, Managing Director


    Kozminski University - Center for Entrepreneurship , Poland

    Founded in 1993 Kozminski University (Warsaw, Poland) offers modern, state-of-the-art academic and professional education that addresses the needs of contemporary successful business people: management (in Polish and English), finance (in Polish and English), business law, administration, European studies, and sociology.

    Its high standards are confirmed by international accreditations including EQUIS, AMBA and AACSB as well as the fact that since 2009 Kozminski University is the top ranking institution in Central and Eastern Europe within the prestigious Financial Times rankings. In 2010 FT Global Masters in Management Ranking Kozminski University ranked 30th and in 2011 FT Global Masters in Finance it ranked 22nd. It is also listed as the 39th institution among the Best European Business Schools in 2010.
    An important element of Kozminski University's profile is dedication to maintaining strong ties with the business world. This includes not only close co-operation with large domestic and international cooperation but also with smaller family businesses. While recognizing that large percentage of students originate from family businesses it launched a dedicated program for such students preparing them for successful succession. The program includes not only traditional class work but also consulting assignments and workshops with the participation of family business owners.
    Contact person: Jerzy Cieslik, Professor Director Center for Entrepreneurship


    IWEPS, Belgium

    Iweps is the Walloon Institute for Evaluation, Prospective and Statistics. It is a scientific institute of public aid to decision making for public authorities. By its scientific mission, it provides to Walloon policy makers, Wallonia partners and citizens information ranging from the presentation of statistics and indicators in conducting studies and analysis on economics,social, political and environmental issues. Through its mission of strategic consulting, IWEPS is active in the promotion and implementation of a culture of evaluation and foresight in Wallonia. Iweps studies among others business transfer and has issued several discussion papers on the topic.

    Contact person: Sébastien Brunet, Managing Director



    CONTACT:

    13, Avenue M. Destenay | 4000 LIEGE | BELGIUM

    Marie Depelssemaker | marie.depelssemaker@transeo-association.eu

    Laurent Renerken | laurent.renerken@transeo-association.eu