Company sale
M&A: Preparatory work determines the success of the sale
The logistics market is increasingly consolidating. Many companies that have recently expanded rapidly are reaching the limits of their organic growth - whether due to the availability of personnel or a lack of market penetration. They are therefore looking for smaller companies to take over. A specialist article by Dr. Johannes Frey, expert for M&A consulting at Logivest Concept.
On the other hand, the generational change in the logistics industry is in full swing. For many older medium-sized entrepreneurs, for example, the question arises as to how they can benefit from these favorable signs on the market and achieve a sale on good terms. Especially for those who have built up their company with their own hands, the decision to sell is often highly emotional - and a once-in-a-lifetime event. It is therefore particularly important to make the right adjustments in good time in order to increase the purchase price and avoid mistakes. After all, these are often strategic buyers who value a professional and formalized process.
Analysis and optimization at the beginning
It may sound paradoxical for an entrepreneur to put the entire company to the test again at the end of their career and - if possible - optimize structures. However, it is precisely this analysis and optimization work that is the key to sales success. Conversely, the biggest possible mistake in a potential sale would be to wait and maintain outdated structures until the company gets into serious difficulties and becomes unattractive to buyers.
At the beginning of the sales process, the entrepreneur should therefore work with an external expert to gain an overview of the current status of the company and identify potential for improvement, which can then be backed up with measures and implemented consistently. Which strengths can be built on? What unique selling points does the company have? And what added value can it offer a buyer? Measures that reduce the risk for the buyer are often also conceivable, such as renegotiating customer contracts that are due to expire in the near future.
Optimization work also includes a comprehensive analysis of the company's key figures. The topic of real estate deserves special attention. Real estate ownership plays a major role for many players. After all, around every second German logistics property is owner-occupied. In most cases, company-owned real estate is part of the fixed assets and is continuously depreciated - creating hidden reserves. Depending on such internal factors, but also on the general rent and purchase price levels in the region, it may make sense to initially sell the properties separately in a sale-and-lease-back process and lease them back immediately. Whether such a measure makes sense must be determined on a case-by-case basis. Taking all these aspects into account, the strategic and yield-related sales targets must then be jointly determined.
Decisive: a professional investment memorandum
Particularly in the case of the owner-managed company mentioned above, many processes usually come together with the managing director. Tried-and-tested processes have long since become routine, but in most cases they are lived out rather than recorded in writing. It is therefore extremely important to create an organizational structure that enables the company to continue to exist even if the managing director has left the company. After all, the business must continue to operate without the previous owner.
The professional investment memorandum plays a decisive role in the success of the sale and is required and expected not only by buyers with group structures, but also by all other professionally advised buyers. In many cases, this memorandum is very extensive and contains far more than a list of shareholders and the balance sheet or the legal particularities in the event of a sale. A detailed description of the range of services by logistics service and sector should be included, as well as an overview of the employee structures, including a description of the expertise of the management level. Also essential: a multi-year business plan with a cash flow statement, a description of the market, the customers and the service portfolio as well as information on the employee and IT structure and the history of the company. Against the background of a comprehensive market analysis, it must then be worked out why the company is developing better than the market.
The choice of buyer is also an emotional decision
As the process progresses, the important question is discussed: Who should I sell to? As a result of the rapid structural change in the logistics sector, a player that would have been the ideal partner just a few years ago may now be ruled out from the outset. Very good market knowledge and a supra-regional network are therefore necessary in order to find the best possible buyer with the most suitable strategy (e.g. corresponding industry focus and regional reference). Nevertheless, the emotional component should not be ignored: Personal criteria often also play an important role, especially in owner-managed companies. After all, the hard-earned company and the often long-standing workforce should be handed over to responsible hands. As a basis for discussion, a so-called longlist with background information on potential buyers is drawn up, which is reduced to a shortlist together with the seller to the most promising prospective buyers. The approach strategy is then determined on this basis: Who will be approached, in what order and by whom. The aim is to acquire as many prospective buyers as possible.
Mediation is usually necessary
Throughout the negotiations - from establishing confidentiality (Non-Disclosure Agreement - NdA), drafting the Letter of Intent (LOI) and negotiating conditions and guarantees through to signing and closing - the consultant plays the role of mediator between buyer and seller. Above all, it is important to prepare the seller for the upcoming meetings and pitches and to mediate between the potential partners on site. It is also the consultant's task to process the information documents in an easily accessible and structured manner in a virtual data room and to select the external service providers for the due diligence process together with the parties. The more professional the process management is, the faster a final decision is made and the transaction can be successfully completed.
Integration follows the closing
From the seller's perspective, the transaction is therefore complete. For the buyer, however, the decisive phase of post-merger integration of the acquired company begins. Here, too, it makes sense to call in an external specialist, as the big picture determines success or failure. The development and stringent implementation of an integration plan is therefore essential.
Comprehensive consultingLogivest Concept offers all consulting services for
consulting services for logistics-related companies and operators of commercial locations and analyzes industries and location factors for logistics processes. With a cross-industry network of logistics service providers, e-commerce players, manufacturing companies and logistics real estate developers and landlords, the company aims to provide an interface between users and locations. The consulting services are supplemented by connections with the real estate and logistics industry and direct contacts to more than 800 location representatives and over 5,000 companies from industry, trade and logistics.










