We are specialized in advising on the sale and acquisition of companies, carrying out financial due diligence, post deal integration and the preparation of corporate transactions. Our customers are mid-cap entrepreneurs and companies in Germany, Austria, and Switzerland.
Given our operational and analytical excellence, long-term experience and the highest amount of quality and degree of entrepreneurial commitment we advise our clients with tailormade and integrated approaches and solutions. We address Merger & Acquisitions, financial due diligence, and advisory services as well the preparation of transactions from one source.
Team
Management
Thomas Kunder has been active in mergers & acquisitions, due diligence, private equity, commercial management (CFO), and auditing since 1991.
He started his professional career as an auditor at KPMG. Subsequently, he worked for PWC in transaction services and conducted numerous due diligence investigations in a wide range of industries.
He was also an investment director at Lonestar Funds/Hudson Advisors and CFO at Heliad Equity Partners and Trans Europa Express.
Thomas built up the German business at Accuracy Corporate Finance, where he carried out numerous due diligences and restructuring engagements.
Since 2017, he has been self-employed in the field of Mergers & Acquisitions and has executed numerous corporate transactions.
Thomas Kunder studied business administration at Johann Wolfgang Goethe University in Frankfurt am Main and is a German certified public accountant and tax consultant.
Thomas Kunder – CV
- KTS Kundertransactions, Frankfurt & Schmitten (MD), since 2017
- Warth&Klein Grant Thornton, Frankfurt (Senior Advisor)
- Trans Europa Express, Schweiz, Pfäffikon (CFO)
- Accuracy Corporate Finance, Frankfurt (Partner)
- Heliad Equity Partners, Frankfurt (CFO)
- Lonestar Funds, Frankfurt/London (Investment Director)
- PWC, Frankfurt (Senior Manager)
- KPMG, Frankfurt and New York (Senior Manager)
Team
As required, further mergers & acquisitions, due diligence, and integration specialists from Mr. Kunder’s extensive network can be drawn upon.
Scope of Services and Unique Selling Points
Corporate transactions are usually a one-time event, but always an essential and complex business transaction especially for small and mid-sized companies, their shareholders and workforce. Therefore, it is advisable to engage an advisor who is best suited for the task at hand: A Mergers & Acquisitions advisor that combines the due diligence know-how of a certified auditor from a Big4 transactions practice, commercial management know-how and the experience and mindset of an investor in one person.
We offer highly specialized and bespoke transaction advice from a single source for the sale and purchase of companies, due diligence, integration, and preparation of company sales. Our comprehensive and top-quality advice and our negotiating skills always lead to excellent results for our customers.
Compared to other advisors, we distinguish ourselves through our long-standing and comprehensive as well as in-depth expertise as an investor, CFO, advisor in the areas of mergers & acquisitions, due diligence, accounting as well as auditing and tax consulting – this all from a single source.
Sale of a business / company
Realizing optimal results
Selling a company or segments of a company is a demanding task that requires extensive experience, the highest level of professional competence and comprehensive project management as well as excellent negotiating skills.
On all occasions, we provide independent and exclusive advice and support to facilitate the sale of a company or a business segment. We cover the entire transaction process from the initial preparation to closing. Our clients are predominantly SMEs from all industries as well as financial investors that are based in Germany, Austria, and Switzerland.
Given our many years of experience in sales processes, we are familiar with a large number of the relevant national and international players as well as their interests and are able to offer you a holistic and customized process.
Our services typically include:
- Target definition, equity story and development of a sales strategy, feasibility studies
- Company analysis
- Identification of potential buyers worldwide
- Analysis, selection, and approach of potential preferred buyers worldwide
- Operational support in the preparation of business plans
- Compilation of a meaningful and resilient information memorandum and the entire sales documentation
- Preparation of integrated and meaningful Information Memorandum (IM): typical IM incl. Financial Fact Book
- Compilation of Financial Fact Books
- Company valuation
- Organization of bilateral discussions with potential buyers including the execution and tactical management of seller-optimized auction processes
- Process tactical consulting during the entire duration of the transaction
- Coordination of and professional communication at the highest level of competence with the parties involved in the transaction (Lawyers, Auditors, Tax Advisors, Commercial Advisors etc.)
- Competent contact person for the advisors of the potential buyers throughout the due diligence process
- Organization and management of the data room
- Preparation and operational support with respect to management presentations including coaching
- Predict the relevant due diligence questions
- Organization of the due diligence process for selected investors
- Evaluation and presentation of all offers
- Support in all negotiations up to the signing of the contract
Company acquisition
Identify, Contact, Analyze, Negotiate, Buy
We advise on all relevant issues of an acquisition process. Whether the investment strategy is growth, diversification, or buy-and-build, we support you in the proactive search, identification, analysis, and initial approach of potential target companies. The aim is to achieve proprietary and exclusive negotiation situations. In auction processes, we strive to achieve the best possible positioning and given our extensive transaction and due diligence know-how enable efficient process execution. In contrast to our competitors, we can offer a financial due diligence that is suitable for financing (“bankable”).
Our services typically include:
- Derivation and development of the acquisition strategy and structure or associated support in this regard
- Preparation of an acquisition profile with search criteria or support in this regard
- Identification, analysis, and selection of suitable target companies
- Indicative determination of the purchase price
- Approach of, discussions and negotiations with decision-makers and advisors of the target company
- Preparation, coordination, control, and evaluation of the due diligence activities as well as professional communication with the due diligence advisors
- Interlinking of the various due diligence activities of the advisors
- Carrying out the financial due diligence
- Advice on carve-out transactions
- Presentation of the financial impact of the potential acquisition on the financial position, net assets, and results of operations of our client
- Preparation of a robust and meaningful offer
- Negotiation of the purchase contract or support until the contract is signed
Financial Due Diligence
Analysis, Purchase Price Adjustment, Transparency, Presentation
A careful and in-depth examination of the transaction parameters, due diligence of the business model as well as the economic situation and business plan of the target company are essential prerequisites for a successful transaction. In addition to purchase price determination and/or validation as well as support in acquisition financing, a business model-oriented financial due diligence serves as a basis for the successful future positioning and integration of the company.
Our services typically include:
- Analysis and presentation of
- the business model and the development of the net assets, financial position, and results of operations
- the industry risks and opportunities and characteristics
- Identification and presentation of historical and planned growth and success drivers
- Analysis, identification, and presentation of the
- sustainable results
- achievability of planned results
- consistency of planning assumptions and their derivation and implementation in the business plan
- margins per product group and/or service, region, segment, and customer
- investment requirements
- sustainable net working capital
- financial debt in both the narrow and broader sense
- non-operating assets and/or business units
- sustainable operating and free cash flows
- Analysis and presentation of stand-alone scenarios for carve-out transactions
- Scenario analyses
- Listing of other issues and points to be covered in the sales and purchase agreement and subsequent integration
- Assessment of accounting and reporting
- Red flag due diligence and red flag reporting
- Preparation of a due diligence report suitable for financing (“bankable”)
Integration
Grow(together)
Many integrations are not as successful as hoped and do not (fully) achieve the goals originally assumed. The reason for this is, among other things, the misjudgment and lack of clear common objectives of the integration fields. A critical mistake is often to believe that once the contract is signed or the transaction is closed, the strenuous and exciting part is over, and it is now back to business as usual. It is very important to set the course for the integration project as early as possible, and to regularly reassess the integration project.
Our services typically include:
- Integration on an organizational, financial, and commercial level
- Leading the project management office for the integration or
- Serve as “helping hand” to management with the implementation, validation, and control of the measures
Preparation of company sales and transactions
The preparation of a company sale is an important and essential component of a successful company sale and a merger & acquisition advisory service. Often, due to scarce personnel resources, this step is not properly implemented or only tackled “at the last minute”. Because of its importance in the sales process, we also offer this service as a separate module. However, by default, this service is typically included in the “Sale of a business / Company” service module.
Our services typically include:
- Joint development of the anticipated scope of information to be prepared for due diligence (legal, commercial, operational, human resources, financial, tax and environmental due diligence)
- Preliminary inventory of the existing information with successive refinement later on in the process
- Compilation or support in the preparation of the information
- Support in the preparation of business plans and quantification of opportunities
- “Transaction accounting”: preparation or assistance with the documentation to include explanations of the financial, tax and business information in a form that due diligence advisors would expect thereby eliminating the need for multiple question and answer iterations; critical issues in this regard are often the identification, documentation, and explanation of the:
- sustainable result and cash flows (adjustment for non-recurring and non-operating expenses and income)
- level of financial debt (“net debt”) in both the narrow and broader sense
- level of net working capital in the broader sense; differentiation from financial debt.
- sustainable and normalized level of net working capital
- achievability of the currently projected result and the planning
- consistency of the planning assumptions
- Explanation of the interdependencies and meaning of specific information for due diligence in order to present and document this information in a targeted manner
- Creation of a pragmatic tracking list or small database for the information to be processed
- Identification of “breaking points” and “predetermined breaking points” in the preparation of information to ensure an efficient process for the due diligence and sales and purchase contract negotiations
- Drafting of answers for typical questions
- Establishing and populating the data room
Customers, Sectors and References
Our customers are mid-caps and financial investors based in Germany, Austria, and Switzerland, in particular, those in the following sectors: plant and mechanical engineering, chemicals/pharmaceuticals, and foodstuffs and services.
Plant and mechanical engineering
In one of the core sectors of the German medium-sized industry, we have advised on more than 10 sale and purchase mandates.
Selected transactions were:
- Notion Systems GmbH, sale to RSBG, the investment company of the RAG Foundation
- SPECS Surface Nano Analysis GmbH, sale to RSBG, the investment company of the RAG Foundation
- Greif Velox Maschinenfabrik GmbH, Sale to BPE Unternehmensbeteiligungen GmbH
- Demag Mobile Cranes, sale to Terex Corp.
- IWKA AG, refinancing advisory services
- IWKA Packaging, Sale to Odewald & Compagnie
- Coperion GmbH, Acquisition by Deutsche Beteiligungs AG
- BOMAG, sale to SPC Corp.
Telecommunications
In the telecommunications industry, we advised on the following transactions:
- Drillisch AG, acquisition by 1&1 Telecommunication GmbH
- Debitel AG, acquisition by Permira Funds
Chemistry, chemical logistics and pharmaceuticals
We advised on the following transactions:
- Brenntag AG, sale to Bain Capital
- SKW Metallurgie AG, sale to Ameropa Holding AG
- Degussa Dental, sale to Dentsply International Inc.
- Fresenius Kabi AG, preparation of the sale
Foodstuffs
We advised on the following transactions:
- Beeck Homan GmbH & Co. KG, sale to Guilde Buy Out Funds
- Kadi AG, sale to ECM Equity Capital Management GmbH
- Penny-Markt GmbH, restructuring advisory services
Automotive
We advised on the following transactions:
- OMG AG & Co. KG, sale to Umicore N.V. / S.A.
- PV Automotive GmbH, refinancing advisory services
- Haden Drysys GmbH, sale to Palladium Equity Partners
- Ford Motor Company – Jaguar & Land Rover, sale to Tata Motors Ltd.
Services
We advised on the following transactions:
- APCOA Parking Gruppe, advisory and project management office for the refinancing
- Management Engineers GmbH & Co. KG, sale to BOOZ & Company
- Lück Gruppe, acquisition by Hannover Finanz
- Häsler AG, Switzerland, acquisition by Heliad Equity Partners
- Dent Wizard GmbH und Spot Repair Concept GmbH, acquisition by Constellation Flore Fröhlich & Cie. (now Ufenau Capital)
- Douteil Gruppe, Hagelschaden-Centrum Douteil GmbH, acquisition by Constellation Flore Fröhlich & Cie. (now Ufenau Capital)
- HSM Management- und Beteiligungs-GmbH, acquisition by Constellation Flore Fröhlich & Cie. (now Ufenau Capital)
- Unicorn Geld- und Wertdienstleistungen GmbH, acquisition by Hannover Finanz
Energy
We advised on the following transactions:
- DEA Mineralöl GmbH (downstream business), acquisition advisory services to Shell Int. Petroleum Company Ltd.
- ENOVS shares by RWE and EON, acquired by ENOVOS
Others
- Electronics Industry: ERNI Electronic Solution GmbH; sale to Fidelitas GmbH
- Leisure and Entertainment: DEAG Deutsche Entertainment AG, acquisition of a share package by Heliad Equity Partners
- Financial services: Hypo Real Estate (non-performing loan portfolio); acquisition by Lonestar Funds
- Online Service Platform: Werkstars (Online Automotive Aftermarket service) Sale to Centhree Advanced Mobility GmbH
Contact
Thomas Kunder
M: +49 151 422 11803
@: info@kundertransactions.com