Brochure as PDF We are competent partners for our clients in all questions that arise during transactions. We provide targeted advice and comprehensive support in the area of Corporate Finance during mergers and acquisitions, capital market transactions (IPOs, capital increases, public takeovers and borrowings), and restructurings (mergers, integrations, company agreements and squeeze-outs).
We develop pragmatic and target-oriented solutions with an integrated view of the business objective. Collaboration based on trust, the O&R interdisciplinary consulting approach, and the interests of our clients are central to all of our activities. We evaluate alternative actions through informed opinion, comprehensible assessments and high quality analyses on the basis of professional financial modelling. This enables us to create clearly quantifiable added value for our clients.
Business valuations are at the centrepiece of our consultancy services in relation to mergers and acquisitions, initial public offering, squeeze-outs, restructurings and succession planning – never routine, but rather a new opportunity to prove our strengths with each mandate. Only a well-grounded analysis of the company as an essential element of the valuation process can provide the information required for an appraisal. Further focuses of our work are the identification of critical success factors, the evaluation of significant value drivers, and comprehensive market and peer group analysis using recognised databases (e.g. Bloomberg Professional®). Reliable technical implementation via an independent valuation model makes it possible to analyse individual scenarios. As a result, the factors that influence business valuation become transparent for the client.
Mergers & Acquisitions
We accompany our clients throughout the entire transaction process – from the initiation right through to negotiations and closing. In each phase of the process we ensure that decisions can always be made on the basis of transparent information.
Our experience has shown that during transaction negotiations it is vital for clients to be aware of both their own marginal price and that of the opposing party. We therefore always conduct business valuations based on an analysis of the relevant economic, legal and tax-related implications. Based on our findings, we provide comprehensive advice to our clients during purchase price negotiations and when drawing up purchase price adjustment clauses. As a reliable partner we can optimise the entire transaction process, for example, by managing a virtual data room. This means that valuable management capacity is free to focus on business operations.
Capital market transactions
Financing measures are subject to complex decision processes on the part of both the party seeking capital and the party providing capital. We create transparency by analysing alternative actions. For capital increases and initial public offering, we accompany our clients in all aspects, from assessing the level of the company’s maturity as regards going public, through to designing the entire transaction. We provide reliable support in explaining the financial risk factors and in the management discussion and analysis of net assets, financial position and results of operations in the securities prospectus.
We advise our clients in the preparation and editing of all relevant company data required by credit institutions, which increasingly expect more comprehensive information. We also provide active support in the design of credit agreements, particularly if financial covenants are included.
The ‘Business Judgement Rule’ dictates that, when making a corporate decision, Board members and company management should act for the benefit of the company on the basis of appropriate information. Our professional and independent appraisal of the financial parameters of a transaction creates a greater degree of transparency, and thus provides the decision makers with well-grounded documentation.
In a fairness opinion we offer an opinion in our capacity as independent experts as to the fairness, from a financial point of view, of the payment and consideration outlined in the transaction. Our opinions are based on comprehensive experience in the areas of accounting, business valuations, company law and tax.
Financial Due Diligence
On the occasion of a M&A transaction or an IPO we conduct a thorough examination and analysis of the target company in order to identify and quantify the strengths and weaknesses as well as the opportunities and risks associated with the transaction for our clients. The main focus of the examination and the scope of the analysis will be defined target-oriented and depending on each particular case in consultation with the client.
In the course of a financial due diligence we provide a substantiated basis on which to make decisions by means of a detailed analysis of the business development of recent years (financial position and results of operations) as well as by identifying the main value drivers that serve as the basis for the analysis and the assessment of the business and financial plan.
The possibility to conduct a financial due diligence, a tax due diligence and a legal due diligence by one interdisciplinary team consisting of corporate finance, auditing, tax and legal experts takes into account the numerous interdependencies between business, tax and legal issues and results in an efficient execution of the overall transaction.
Valuation and accounting issues play a major role in the implementation of structures motivated by tax or commercial law. Every transaction must be designed to be “at arm’s length” and documented accordingly. We assist our clients in determining appropriate values for the internal transfer of individual assets, operating units or group companies, and prepare the required transfer price documentation. For restructurings under commercial law, e.g. mergers or squeeze-outs, we evaluate the relevant companies and develop appropriate compensation or settlement packages.
In the event of subsequent legal proceedings, we support our clients in their argumentation regarding the valuation.
Changes to the market environment and internal challenges necessitate time-critical restructuring or reorganisation measures. An expert report on the ability of a company to reorganise, and an assessment of its suitability in this regard, can contribute towards obtaining the approval of all parties (management, supervisory board, banks) for the required measures. Scenarios for various drivers for the company’s profit and liquidity situation are analysed as part of integrated business planning and appropriate reorganisation measures are developed accordingly. In this knowledge we audit financial measures in detail e.g. for the optimisation of liquidity and claims management, and prepare forward looking proposals for obtaining additional capital.
Business Plans / Financial Modelling
Comprehensible business planning is the fundamental basis for raising external capital, restructurings and investment projects, as well as for internal planning, management and control of business operations. Our services include the preparation of integrated business plans, the implementation of scenario analyses and the business appraisal of business models. If required, we can also independently audit existing business plans (model audit or model review).