AURIS Finance is an independent corporate finance advisory firm
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Retirement is by far the main reason why a CEO wants to sell his company: it represents more than half of the sales of small and mid-cap companies. The seller may also want to change activity or develop new projects. Other more personal reasons can be involved: residence move, financial difficulties, and health or tax issues.
The sale and its procedures will not have the same calendar depending on the motivation of the seller: two years can be required for a successful company transfer. The appropriate moment depends on internal factors (the profitability of the company, the growth opportunities) and external factors (current state of the economy, competitive environment).
There are also the conditions of the sale (full or partial sale, immediate or progressive) and the final price that should be taken into account. It can also be a matter of family transfer of the company.
At Auris Finance, we support CEOs during the whole sale process and we help them handle the possible issues of such an operation.
Objectives of the definition of the sale project
Understand the motivations of the seller
Listen to the seller’s expectations
Many documents must be gathered by the CEO, to help the global comprehension of the company: activity, means of production, distribution process and position on the market. We analyse the internal strategy of the company such as the location, supply location, the organisation chart, and also the external environment: competitors, regulations, etc. The buyer cares about the products and services line, the current strategy of the company, and the type of customers.
The collection of information enables us to make a first diagnosis of the company which highlights the quality of the case and the aspects we will promote to potential buyers. The latter are trying to limit the risks by investing in companies that are able to make profits, with added-value products and a stable customer base. Some weaknesses of the company can be adjusted at this stage if necessary.
Objectives of the strategical analysis of the company
Collect critical information to understand the company, its organisation and its market
Establishment of a company’s diagnosis
A thorough analysis of the financial statements will enable the good comprehension of the company. During work meetings, we exchange with the executive and the head of the financial department to determine a normative business year. It enables the buyer to project himself as the head of the company. It corresponds to the company’s results obtained in normal conditions of exploitation of the activity, removing exceptional items: non-recurring expenses, executives’ remuneration, leasing, etc.
The “normative” exercise allows us to refine our analysis and move towards an objective financial evaluation. For that we use methods proven by the profession and recognized by the buyers of the sector. This last point results in particular from the good knowledge of the industry by AURIS Finance experts and the latest transactions carried out by the firm.
At the end of this process, we are able to present to the CEO our valuation report. During this presentation, we detail the methods used, the selected assumptions, and the price range. Value we are able to defend with potential buyers.
Objectives of the financial valuation of the company
Analysis of the last detailed financial statements and projections on the current year
Financial valuation according to methods recognized by the profession
Presentation of the valuation report
The type of company transfer must be outlined as it has tax and legal consequences for which specific competencies may be required. There are 3 main types of sales: the business capital sale, some or all shares sale, and the asset sale. If most of the operations concern shares sale, modalities are determined case-by-case, after a deeper study.
A target screening is elaborated by the seller and Auris Finance to establish a list of potential buyers.
We can provide alternative solutions that can also be analysed through financial engineering solutions such as LBO, MBO, OBO, etc.
Auris Finance contacts the executives of companies targeted by the seller. Auris Finance’s expert, as a former executive, implements a peer to peer relationship with potential buyers.
Objectives of the sale outline
Outline the sale
Outline the potential buyers’ profiles
Implement a strategy method
Once we have identified targets, we contact buyers by sending them an anonymous teaser of the company with key information. Targets are selected from: our “buyers’ book”, our database of investors, our business network and other research.
Buyers who were contacted and who expressed an interest are given more information on the company through the Memorandum prepared by Auris Finance. They must sign a Non-Disclosure Agreement to have access to this document. Auris Finance is in charge of the sending the documents, answering the buyers’ questions, and organising the meetings of presentation with the seller.
These meetings hold by Auris Finance’s team, give a better understanding on the expectations of both parts tackling the price and the schedule of the operation.
Objectives of buyers approach
Contact targeted potential buyers
To send the presentation document after receiving the Non-Disclosure Agreement
We set up an agenda for the buyers who want to make a preliminary bid (Letter Of Intent) in the perspective of a competition. Our expert, side by side with a senior analyst, check that the received offers cover the principal factors of the future operation and inspect carefully the criteria of the sale.
We operate directly with buyers and their advisors to negotiate the criteria of the offer we defend: price, assets and liabilities guarantee cap, supporting conditions, etc.
The expert makes a comparison document of the received offers to help the seller in his decision. The experience of our expert helps to integrate components different from the price, in particular the considerations of continuity of the company.
Objectives of the negotiation of the sale’s conditions
Look after the best bid and negotiate side by side with the seller
Selection of the best offer with the seller
After the signing of the LOI, the buyer realises audits to make sure that information that were communicated were true. We are responsible for the organisation of the due diligence and the implementation of a secured data room, to keep the operation confidential.
We operate in support of executive and its advisors to answer auditors’ questions.
Auris Finance supports the seller in the comprehension of legal documents and the elaboration of appendix related to the sale’s contract and to the assets and liabilities guarantee cap.
We negotiate in collaboration with our customers’ advisors, lawyers, and expert accountant, the main clauses of deed of assignments until the end of the transaction.
Objectives of the support during audits and negotiation of deeds
Preparation to audits
Negotiation of deed of assignments
SEEUWS Group was sold to OUVÊO Group
AURIS Finance acted as the sole financial advisor to the seller.
TAG SYSTEM SOLUTIONS company was sold to Group TEAM INTERIM.
AURIS Finance acted as the sole financial advisor to the seller.
CONNECTT acquired the BREF SERVICE Group.
AURIS Finance acted as exclusive adviser to the buyer.
AURIS Finance is a member of “AFITE”, “Association pour le Financement et la Transmission d’Entreprise” under the status of “Conseil-Expert Financier” which guarantees our clients the quality of our services and their compliance with regulatory provisions.
“Conseil-Expert Financier” – Professional Card “Transactions” N° CPI 9201 2017 000 021 584 delivered by the Chamber of commerce of Paris Ile-de-France