Eight key takeaways on buying a company, presentation focussed on young entrepreneurs presented by the Benelux team of international investment bank One to One Corporate Finance.

1. www.onetoonecf.com
Buying a company at 30 year old
Presentation by Jeroen Maudens, Partner

2. 1. Decide what you are looking for
I. Eight key takeaways
Presentation to Cercle Dynamique 2
ü Location
ü Size
ü Industry
ü Budget
February 18

3. 2. Research available businesses
I. Eight key takeaways
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ü Close to home, online, etc.
ü There is NO harm in asking.
ü Be careful: One good opportunity online for 10 bad deals
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4. 3. Consider a corporate finance advisor
I. Eight key takeaways
Presentation to Cercle Dynamique 4
ü Consider help from a professional
ü Safeguard from financial, legal and emotional pitfalls.
ü Pick a sparring partner with a deal making attitude
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5. 4. Understand the counterparty’s motivations
I. Eight key takeaways
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ü For sale ≠ Something is wrong.
ü A variety of reasons to sell a company.
ü Truly understanding the motive eases negotiations.
ü Be clear about your buying motivation.
February 18

6. 5. Complete Due Diligence
I. Eight key takeaways
Presentation to Cercle Dynamique 6
ü Do your homework, do the deep dive.
ü Team up with experts: Attorney, accountants, consultants
ü Do not leave anything up to chance, be diligent.
ü Double check before ‘the cheque’
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7. 6. Acquire necessary funding
I. Eight key takeaways
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ü Seller financing (Vendor loan, etc.)
ü Business Angel, Venture Capitalist, FFF’s
ü Financial institutions
ü Do not overstretch, calculate for error margin.
February 18

8. 7. Draft sales agreement
I. Eight key takeaways
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ü Cover your back (and ass)
ü Define the scope of transaction in detail
ü Clearly define financial metrics and formulas
ü Make sure you understand every word on that paper
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9. 8. Clear and transparent communication
I. Eight key takeaways
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10. II. Acquisition process
Process
Info package
Analyse &
readiness
Purchase
analysis &
strategy
Non-binding
offer
Vendors
feedback
Negotiation
& binding
offer
Due diligence
Negotiation
and closing
Parties
Signing of
mandate
Documentation phase Approach phase Negotiation phase
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You You You You You You You
Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor Advisor
Buyer Buyer Buyer Buyer Buyer
Legal
counsel
Attorneys
Due
diligence
attorneys
Due
diligence
advisors
Attorneys
On average an acquisition process takes between 3 to 12 months including the ‘mapping’ phase.
February 18

11. 2 alternatives
Family
transfer
• Full/partial donation
• Family MBO
Buy a
company
• MBO
• MBI
• LBO
• BIMBO
• …
Source: FEB
III. Types of transactions
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12. Definition of common valuation methodologies
IV. Valuation: How professionals value a company
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Discounted
Cash Flow
Market value determined by taking into
consideration the ability to create value for
shareholders and incorporates all
expectations related to future performance.
Transaction
Multiples
Estimates the price that a potential acquirer is
willing to pay for a company deriving it from
the price that other companies have paid in
similar transactions.
Trading
Multiples
Valuates relative to its market value by using
the market value of other comparable
companies.
Disambiguation: Enterprise vs. Equity value
o Enterprise value: Market value of net debt + equity
o Equity value: Market value (market cap if listed) of equity
Common valuation methodologies
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13. Basic metrics that drive investor decisions How to value a business with multiples
Valuation: The basics you can use
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Ø Quick & Dirty : EBITDA Multiple + Net Debt =
Purchase price
Ø Multiples can apply to every balance sheet / P&L items
Ø Investors pay for cashflow, stability and profitability,
not turnover nor potential.
Ø A bank will typically finance up to 3-4x EBITDA
depending on the financials of the acquirer and the
business.
Ø Be creative in your financing cocktail, it can save you a
lot of money.
In €k - FYE 31/12 2014 2015 2016
Net sales
% growth - - -
EBITDA - - -
% Margin - - -
EBIT
% Margin - - -
Net income
Total assets
Net debt - - -
Net debt/EBITDA - - -
Total equity
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14. Turnarounds can be
interesting.
Low risk, high reward?
Do not engage in
fields you do not
grasp.
Conclusion
Choose profitability
over turnover.
Pay for the past,
incentivise the future.
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15. Conclusion
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M&A is like marriage, you are bound for life with no
option on a free divorce. Pick the right partner and
write stuff down
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16. About ONEtoONE Corporate Finance

17. What do we do?
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Sell-side Advisory Services
• Core market research
• Deal marketing
• Buyer identification
• Buyer contact
• Buyer selection
• Due diligence
• Valuation
• Transaction negotiation
• Fairness opinion
• Financing/capital raising
Buy-side Advisory Services
• Core market research
• Target identification
• Target contact
• Due diligence
• Valuation
• Transaction negotiation
• Fairness opinion
• Financing/capital raising
Strategic Advisory Services
• Valuations in connection with:
• Mergers
• Acquisitions
• Private Placement
• Private Public Partnership
• Third-party fairness opinions
• Independent
• Unbiased opinions
Private & Public Capital Solutions
• Relationships throughout the
lender and investor community
• Senior debt
• Subordinated debt
• Equity raises
• Regular dialogue with a large
variety of financing sources
• Story-oriented transactions
• Competitive process
• Listing Sponsor on
M&A and Corporate Finance
advisor focused
on middle market
Senior-Level
execution focus
Market / Sector expertise
Independent Firm
Seamless execution
Global Middle-Market reach
through International Network
Our Advantages
February 18

18. 22
Countries
110
Professionals
International presence
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19. ONEtoONE Benelux, a team of 6 seasoned Partners focused on mid-market corporate finance
BENELUX Team overview
Presentation to Cercle Dynamique 19
Supported by:
Daniel Gillet
Managing Partner, Brussels office
Antoine van den Abeele
Managing Partner, Brussels office
Guy van der Heyden
Managing Partner, Brussels office
Jeroen Maudens
Partner, Brussels office
Thierry de Poerck
Partner, Luxembourg Office
Philippe Lambrecht
Partner, Brussels office
Philippe Janssens de
Varebeke, PhD.
Senior AdvisorLifescience,
Brussels office
Loïc Sacré
Analyst, Brussels office
February 18

20. This presentation has been prepared by ONEtoONE Corporate Finance Benelux. The information contained in
ONEtoONE Corporate Finance Benelux presentations is just commercial information and ONEtoONE Corporate Finance
Benelux will not be responsible for those acts derived from this information because they do not constitute any advice. In
addition, ONEtoONE Corporate Finance Benelux reserves the right to modify the information contained in the disclaimer.
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