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Payment methods in the sale and purchase of a company: the earn-out clause

What role does the earn-out clause play in the sale of a company?

In a company selling negotiation, it is rare that the buyer and seller agree on the price since each party’s expectations for future earnings do not always align. The seller seeks to maximize the company’s potential while the buyer is particularly concerned about the dangers associated with the acquisition, which causes a considerable disparity in what each party anticipates the price to be. It is for this reason that using the earn-out clause in the sales agreement as a payment method might be preferred by both parties.

The earn-out clause, which may be included in company purchase and sale contracts as a payment method, establishes that a portion of the transaction price will be variable and will depend on how the acquired business performs for a specified period of time after the sale.

What does the earn-out clause do?

This clause is in place to bridge value disputes between buyer and seller as well as to achieve a price agreement that is satisfactory to both parties. It is where the seller receives a fixed amount and a variable amount which depends on the company´s profit. The sale agreement should state how each earn-out is to be calculated and that the calculation be carried out by an impartial consulting company that is satisfactory to both parties. This is because certain earn-outs are based on numbers that the buyer could potentially manipulate, such EBITDA.

Your buyer should guarantee the following items after the sale if an earn-out clause is included in a selling agreement as the payment method:

  • The retaining of key employees
  • Not interfering with operations
  • Maintaining specified capacities
  • Not delocalising work
  • Not disqualifying an offer
  • Limiting the buyer’s personal compensation

In any event, we recommend to keep earn-outs as simple as possible in order to minimize complexity in the selling agreement.

We think you might find this interesting: The Sale and Purchase Agreement (SPA) – What should it contain? 

The advantages and disadvantages of the earn-out clause

Including an earn-out clause in company purchase and sale contracts has its advantages and disadvantages. From enabling the establishment of a fair and realistic remuneration for the company’s value and motivating both parties, to, on the other end of the spectrum, causing stalled negotiations and manipulations.

Steps to follow when negotiating the earn-out

When negotiating the profits, as a seller, you must be aware of the ins and outs. To avoid unwanted surprises, the following steps must be taken:

  • Compensation

Specific events or quantifiable results should be rewarded, such as winning a competitive contract, contract renewal, new client acquisition, important staff retention, total revenue, new product or service revenue, or gross margin.

  • Classification of earn-outs

Earn-outs should be classified as raises in the purchase price so that they are taxed as capital gains. Buyers will treat earn-outs as bonuses by buyers so that they are tax deductible, but to you, they are simply ordinary income.

Coherence

Profits must be compatible with the buyer’s company goals.

Permanence

If earnings are indicated in the selling agreement, if feasible, stay with the firm for the entire duration of the earn-out.

Earn-out period

We recommend that the earn-out period be two years or less except in exceptional circumstances.

Stages

Determine whether the earn-out has stages and if it is linear or non-linear, for example, a set amount for the initial increment and a decrease for the second.

Profits

You should not expect to get any of the earnings. You should consider a base selling price that compensates you for the fact that you will not get any of the proceeds.

Earn-out escrow

Consider an earn-out escrow if the buyer is a foreign entity. Escrow payments are contributions in which the money is kept in escrow or on deposit until the transaction that emerged in response to the payment is completed satisfactorily.

Flexibility in negotiations

When discussing profits, be willing to be flexible. You know more about what will be possible than the buyer, earn-outs should work in your favour. Remember that earn-outs are always contingent, and that payment ultimately rests on the buyer’s reputation and integrity.

Conclusions

As we have seen, an earn-out clause is typically used to reconcile a buyer’s and a seller’s differing business expectations.

It is a payment method whereby a contractual provision states that the seller of a business is to receive future compensation, provided the business achieves certain financial objectives.

It is clear that there are both advantages and disadvantages that can arise when using an Earn-out clause; therefore, we recommend you keep it as simple as possible, and follow the necessary steps. This will not only simplify the selling agreement but also ensure that you won’t have any unpleasant surprises along the way.

About ONEtoONE

ONEtoONE Corporate Finance has offices in Europe, the United States, Latin America and Asia. We are a global advisory firm specialising in the sale of companies like yours. All our human and technological resources, databases, experience and processes are focused on helping our clients sell their companies at the highest possible price. We help you strengthen your legacy, so you can focus on what matters to you in this new stage of your life. We can’t change the past, but we can improve the future.

Are you ready? It’s your time, we’re here to help!

How should you prepare the financial structure for the sale of your company?

As a business owner the financial state of your business is what tells you how well its doing. Because of this, it becomes a key factor in our measuring the success of our companies. Equally, a buyer will be wary of the financial state since it’s one if not the most important piece of information about your business. Preparing your financial structure is pivotal to determine your company’s value so you need to be extra careful when evaluating this crucial pillar of your company.

At ONEtoONE, having worked more than 1,800 mandates, during our experience, we’ve identified some of the mistakes that business owners make when preparing their financial state with the wrong advisor and with no advisor at all.

Elements to take a look at when preparing the financial structure

Balance sheet

Balance scoreboard

KPIs

Key Performance Indicators

Assets

Financial factors

A balancing act

The information provided by the scorecard makes it possible to focus and align management teams, business units, resources and processes with the company´s strategies.

A balanced scorecard is a tool that facilitates management decision-making. It includes a coherent set of KPIs (Key Performance Indicators) that provide managers and area managers with an overview of the business or their respective areas of responsibility.

In case you do not currently have one. We suggest that now is the time to prepare one to help your team focus your company´s efforts in the same direction.

Measuring financial performance

As the name suggests, KPIs or Key Performance Indicators are just that, a group of metrics used to assess the overall performance of a company. KPIs aid in determining a company’s strategic, financial, and operational accomplishments, predominantly in comparison with those of rival firms in the same industry.

Record keeping, processing, cleansing, and summarizing are the foundation of KPIs. The data might pertain to any division across the whole organization and could be either financial or not in nature. A KPIs’ objective is to clearly convey outcomes so that executives may make better knowledgeable decisions.

Revenue and profit margins are often the main focus of key performance indicators linked to the financials. The most reliable of all revenue metrics, net earnings, measures the amount of income that is left over as profit for a specific period after taking into account all of the company’s costs, taxes, and interest payments for that particular term. Some examples are of financial KPIs are: Liquidity, profitability, solvency and turnover ratios.

Ask yourself if your company has identified its KPIs and how often are analyses carried out.

Financial factors

When preparing the financial structure of your company, you should prepare the following financial factors:

Budget

Create a corporate yearly budget and monthly and quarterly closings. It would be advisable to mention that you maintain a monthly account audit. Estimate potential budgetary deviations and consider the reasons behind them.

Debt

If the business is in debt, you must characterize that debt as owing money to banks and other financial organizations (leasing, bondholders, invoice discounting…). Debts with partners and debts with clients differ from one another. In general, advances are seen as debt. To make it obvious how the debt will be repaid when the time comes, you must formalize the debt through loan contracts.

Properties

Evaluate the properties that are impacted by business operations. It is common knowledge that businesses control the land on which their offices are located. It occasionally even owns assets that are not required for business operations. Separating real estate activity from productive activity is necessary, and the corporation will be charged market rent.

Surplus Management

How is the maintenance of the company’s surplus management done? A cautious style of management is typical, in which the gains from prior years have stuffed the treasury rather than being dispersed. It is essential to do a thorough analysis of the working capital, often known as the actual cash requirements for the functioning of the business. The amount that can be distributed to the partners prior to the transaction must also be made explicit.

Treasury

When it comes to treasury, cash pressures are often a sign that something isn’t functioning properly. Bank loans can ease tensions, but it’s important to identify and address the root of the issue before using them. This may be accomplished in a number of ways, including by studying the cash flow (or cash flow). Manage your box by, if feasible, billing your consumers in advance to create a positive cash flow cycle.

No more preparation headaches

The information in this article will help you avoid the errors that are commonly made by unadvised business owners. Likewise, we’ve identified errors during the whole preparation, negotiation and closing phases of the sale. We have condensed those errors in our free three-e-book series “Errors during the sale of a company”.

About ONEtoONE

ONEtoONE Corporate Finance has offices in Europe, the United States, Latin America and Asia. We are a global advisory firm specialising in the sale of companies like yours. All our human and technological resources, databases, experience and processes are focused on helping our clients sell their companies at the highest possible price. We help you strengthen your legacy, so you can focus on what matters to you in this new stage of your life. We can’t change the past, but we can improve the future.

Are you ready? It’s your time, we’re here to help!

Don’t confuse the company’s value with the value of shares

Thinking about the value of your company, have you ever wondered what the difference between your company’s value and the value of its shares is? Where does the actual value of the company lie, the one that can help set a selling price?

When we create a company, almost always starting from scratch, we pour all our energy, blood, sweat and tears into it to make the great idea we always knew would be a reality. Although human and commonplace, this idea can lead to misconceptions regarding establishing the company’s value.

Unfortunately, our feelings about the company do not affect its real value when we present it to a potential buyer. If we are considering selling, buyers, after all, assess technical aspects and apply valuation methodologies to analyse the company and determine its value objectively.

Value is a matter of perspective, which means that it will vary depending on the point of view from which you look at it, especially when comparing the value of the company versus the value of the shares. When you evaluate your company, you are determining how much it is worth as a whole.

You may be interested in What is the difference between the price and value of a company in a sale and purchase process?

What do we mean when we say that enterprise value is a matter of perspective?

It is essential to remember that value is subjective; in the case of M&A, it is the range of what a company may be worth. This is measured using various valuation methods that help us to reduce the margin of error in determining the actual value of a company.

It should be noted that establishing the actual value of something is extremely difficult because the methodologies used to value a company only provide a range of value. This range of value serves as a guide to determine the correct price of the company and will vary depending on the valuation method.

We have often seen entrepreneurs confuse value with turnover, price and even share value.

If you want to know which methods can be used to analyse the value range, read our article Benefits of the valuation football field.

Turnover does not equal value

In accounting, turnover determines the direction of a company’s operations, i.e. how quickly it sells its stock, but profit does not necessarily equate to high value. One thing a potential investor or buyer would look at is debt, which diminishes the value of the company.

We had a client whose business was an electronics company. His suppliers were in China, so he paid for goods 90 days before receiving the stock. Once they arrived, he sold to a large retailer, who paid him in 120 days. As a result, he had to finance 210 days of stock.

They had a turnover of 30 million euros and only made 200,000 euros, before tax. Such long periods between buying and receiving stock resulted in tiny profit margins and a very low-value business model. The company needed discount lines to finance inventory and growth, accumulating 14 million euros of debt with banks and paying high-interest rates.

They asked for help to sell the company, convinced that, with a turnover of 30 million euros, their company would be worth a lot. No matter how much we explained to them that turnover does not translate into value, they would not listen. It wasn’t until they started receiving offers that they finally understood the reality of their company’s value.

Significantly few investors were willing or interested in buying a company that generated little profit, had accumulated so much debt and posed such a significant risk of bankruptcy.

Companies with low-profit margins and long periods before receiving profits are burdened with debt. The owner makes a minimal profit by removing any debt from the transaction price to calculate the shareholder price.

You may be interested in Why is company valuation important?

¡COMPLETA TU LISTA DE TAREAS! (5)

Company value vs. share value

It is essential to understand that whatever the value of a company’s shares is, it does not affect the value of the company but the other way around. The value of the shares results from the company’s value minus its debt.

When valuing the company, the net financial debt is subtracted from the value of the company. All financing that currently pays interest is financial debt. If the shareholders have put up 60% of the money and the financial creditors 40%, the value of the shares will be only 60% of the company’s value.

This is why the shares of some companies may have a negative value. For example, a company that is worth 10 million euros, but has 12 million euros of financial debt, has a negative value of two million euros.

In the event of a sale, the shareholders would receive nothing, the company would be bought for one euro, and the creditors would have to deduct two million euros from their debt. Otherwise, no sensible person would take over the company because they would buy it for less than its value.

Sometimes the opposite can happen. The shares of some companies can be vital because they have no debt, which increases their value.

When selling a company, to find out how much the shares are worth, subtract the net financial debt from the company’s total value, i.e. subtract the company’s debt and then add the cash on hand.

To get an idea, imagine you sell your house for 500,000 euros and have a mortgage of 300,000 euros. When you get paid after the sale, you will only receive 200,000 euros.

However, remember that debt does not necessarily mean having the wrong financial structure. Financing can be a powerful tool to boost your business and, consequently, your company’s value.

Let’s say your company has a turnover of 30 million euros but has accumulated a debt of 4.5 million euros. 4.5 million is invested in short- and long-term projects, such as buying machinery, building better structures and renovating the business.

The business will likely improve in the future thanks to the financing. However, you should ensure you understand that any accumulated debt will be subtracted from the value of your business.

Different but valuable

As we have seen, in the beginning, distinguishing the difference between the value of the company and the value of the shares is not exactly an easy task, as it can be believed that they are the same.

When we understand the relationship between the two concepts, we can really distinguish the difference and what weight to give to each of them in the company’s valuation. In short, the value of a company is the value of the sum of its parts, and the value of the shares is the result of the value of the company minus the company’s debt.

About ONEtoONE

ONEtoONE Corporate Finance has offices in Europe, the United States, Latin America, Asia and Oceania. We are a global advisory firm specialising in selling companies like yours. All our human and technological resources, databases, experience and processes are focused on helping our clients sell their companies at the highest possible price. We help you strengthen your legacy, so you can focus on what matters to you in this new stage of your life.

Are you ready to sell? It’s your time, and we’re here to help!

María José Martínez, is named leader in TTR and Datasite’s ranking of female financial advisors.

María José Martínez Gil, partner at ONEtoONE, has recently been recognised by TTR – Transactional Track Record and Datasite as the leader in the ranking of the most active Financial Advisors in the Spanish M&A market by amount and number of transactions.

Background

With a degree in Economics and Business Administration (E-2) from ICADE, María José began her career at Accenture as a consultant and, from 1996, she dedicated herself exclusively to Corporate Finance.

After working for some time in the mergers and acquisitions department of Banco Urquijo, she joined ONEtoONE as a partner in 2007. She has also participated in projects related to logistics, nutrition, health and auxiliary services to construction, among others. Since 1998 she has been a lecturer at the Escuela de Organización Industrial EOI, where she teaches on the Master’s Degree in Business Innovation.

“Being recognised in the ranking of the most active female financial advisors in the M&A market is a recognition of effort and tenacity, and I am especially happy because it gives visibility to female talent in an area of business traditionally managed by men. If this type of ranking encourages new generations of women to take an interest and bet on developing their professional career in such an interesting and demanding area as M&A, it will certainly have been worth it. My thanks to TTR and Datasite for taking the initiative to publish this women’s ranking, which highlights the advantage of diversity in such a competitive environment as the financial sector.”
-María José Martínez Gil.

 

At ONEtoONE Corporate Finance

During her career as a partner at ONEtoONE, she has brought her knowledge and experience in M&A to transactions in various sectors, in particular those related to education, healthcare, consulting, technology, food, retail and consumer goods.

She has been involved as an advisor in many projects, both in acquisition and sale transactions. International transactions have constituted the vast majority of these projects.

María José’s most recent transactions at ONEtoONE:

What is the difference between the price and value of a company in a sale and purchase process?

Have you ever wondered what the difference is between a company’s price and value? Most people use the value and price of the term interchangeably, but in the sale of a company, the difference is of paramount importance.

It is not uncommon for you to have used the word value when you meant price and vice versa. Value and price are very different economic concepts that must be distinguished, especially in corporate transactions.

In these processes, the final price is usually only known on the day of the sale signing; until then, the amount depends on the negotiation.

Value and price are closely related. Here we tell you how these two concepts influence each other and how you can distinguish between them.

Table of contents

 

 

 

 

 

 

 

The value of a company

From time to time, we find, in the news about mergers and acquisitions, that a particular company “has been sold for 10 million euros, which has meant a valuation of 6 times its EBITDA”.

The question then arises: “The price is 10 million. So, the value of the company was 10 million?”. The financial answer to the question of how much a company is worth must be based on these two concepts.

Technically, the price of a company is the amount for which two independent parties agree to carry out a sale and purchase transaction, which is fixed during the negotiation process.

Value is a more subtle concept. In a sense, it is the amount that an investor should pay for a company, and this figure is related to the liquidity that the company would be able to generate in the future.

From a certain point of view, value can be seen as a wholly subjective and emotional concept. In reality, entrepreneurs often attribute economic and material value to their companies based on criteria of emotional attachment, loyalty and faith.

Nothing could be further from the truth: value is a quantifiable concept. The method used by business analysts and traders to quantify the value of a company into a number is called valuation.

Valuation is the first and essential step in agreeing on a sales price.

There are various valuation methods. Depending on the method used, the valuation may yield different results on the value of the company. An experienced advisor can select the correct one(s) and can set a value range that minimises the possible margin of error. On the other hand, in the context of a business sale and purchase negotiation, value can be understood as the value that each party assigns to the company, according to its interests. It is therefore a monetary measure of the degree of utility that the company will bring to the buyer of the company.

The price

For all these reasons, and based on valuation, we approach the price. The price is the amount to be paid and will be subject to negotiation due to differences in the perception of the value of the parties involved and their respective interests.

The price is the tangible value achieved at a given point in time through the sale of a company. It depends, in addition to the company’s valuation per se, on the supply and demand at that time.

The price is the result of the competing interests and aspirations of the buyer and seller.

In addition, it will be influenced by entirely subjective factors, such as the negotiating skills of the buyer and seller. The more skilful the one with the better arguments will be able to bring the amount closer to their interests.

In short, the price of a business is the amount agreed, upon after a negotiation process, by two parties to a sale and purchase transaction. The price is determined by:

  • The result of the valuation methods performed by the seller and the buyer.
  • The market supply and demand at the time of the negotiation.
  • The agreement between the interests and aspirations of the buyer and seller after the negotiation.
Infografia EN-02

The role of valuation in the path to price

As we have seen, the seller and buyer will assign a value and a price to the company according to their respective interests, depending on the valuation methods.

The figures derived from the valuation methods are directly related to the elements of the company, such as its liquidity and ability to generate future income, among others.

This difference in results is because it is difficult to determine the value of a company, as valuation is not an exact science. The result will vary depending on the method used, such as liquids, which take the form of the container that holds them.

There are different valuation methods, and each advisor will choose the one they consider most appropriate to the reality of the company being valued:

Comparable Company Method (CCA)

This is when you evaluate your company’s value by utilising the variables that companies similar to yours have. Use this to determine their value, like sector, size, growth rate, margins, and how profitable they are.

Comparable Transaction Method (CTA)

This method involves analysing and estimating your company’s value by comparing prices paid in transactions for similar companies.

Discounted Cash Flow (DFC)

Using this appraisal method, you will determine the company’s value based on its future cash flows. You apply a discount rate to each year’s projection to calculate the result according to the present value of money.

Free Cash Flow (FCF)

Contrary to DCF, a company’s value is based on the net profit. Meaning the amount, the company generates after accounting for the costs of operations and maintenance of capital assets.

Leveraged buyout (LBO)

This projects its value by analysing the contributions made by the alternative sources to the net Internal Rate of Return.

Breakup Analysis

With this, you look at your lines of business, which means that its components determine your company’s value.

If you are interested in learning about all these methods in detail, you may be interested in reading our article on business valuation methods:

When selling a company, a professional valuation is highly recommended. It should be carried out with two objectives in mind:

  • Understand the company’s value range.
  • Provide economic and business arguments to underpin the negotiation.

Because of all the factors mentioned above, it should be borne in mind that, strictly speaking, a valuation will result, not in a value, but in what we call a “value range”.

It is possible to estimate how much a company is worth. Still, because of all the elements involved and the subjective values we have discussed, it is unrealistic to think that you can know its value exactly.

True valuation professionals will always talk about a range of values. From there, they work to translate it into an advantageous price during negotiation.

Negotiation is the sale phase, where the price of the deal and its outcome are at stake. Knowing how to avoid the most common mistakes in this phase guarantees the transaction’s success.  If you are interested in knowing what mistakes to avoid and how to avoid them, do not hesitate to download the e-book we have created to help you: Errors in the sale of a company. Part 2: The negotiation.

Maximising the value of the company to obtain the best price

As we have said, the valuation result will give a “value range”. At this point, the question is: “How can this value range be translated into an advantageous price when buying and selling a company?”.

First, we will have to find the point in this range that can provide us with an accurate idea that brings us closer to the price we want to achieve.

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Each advisor will prefer and recommend a valuation method, but there are several methods to get a clear answer. There are different strategies. The football field valuation strategy can be used. This method compares the various results provided by other valuation methods and averages the value of the company through the use of different types of valuation.

Negotiation will be the key to transforming the best valuation into the best possible price.

But to get to this point, the company must be adequately prepared, free of conflicts and all areas of the company ready to put on its best face, provide the best valuation result and translate this into the most advantageous price.

Preparation will be the key to your success. At ONEtoONE, we have prepared a checklist to help you get all the aspects under control that will impact your company’s value and help you get the best price.

If you are interested in considering the sale of your company and need professional advice, please contact us or fill in the form below:

Benefits of the valuation football field

As we plan the sale of our business, it is essential to calculate its value, so we understand what price we should expect and know the scope of our area of play when the time for negotiation comes.

Using multiple valuation methods and comparing the results is what we call the valuation football field. The combination of numerous methods of valuation is a helpful tool that gives us an overview of what your company could be worth, depending on the perspective of each method. This will come in handy when negotiating with your potential buyer and getting the best possible price for your company.

Valuating a company is not an exact science

It is difficult to pinpoint the actual value of a company. The football-field-style graphic below in the form of a floating bar chart can help summarise a company’s various ranges of value determined by several methods of appraisal and observe the possibilities when negotiating.

For example, imagine your company’s current price is 350M, but you want to know its value. When applying the valuation football field, we notice that, depending on the valuation method, the value ranges show how high can the price for your company be, letting you know how much potential leeway you’ll have when negotiating with the buyer.

This graphic shows that each valuation method has resulted in a different value range, with the highest at lowest being 50M above the current price and a 500M ceiling. This means that you could get as much as 500M for your company, representing 150M over its current price.

You may be interested in How to value a company.

How can the valuation football field work in my favour?

During the valuation of your company, you are estimating its value. You have available a plethora of methods that can determine a value range of what your company may be worth. Using only one of these methods may provide a narrow view of what your company is worth, like a horse wearing blinders, utterly unaware of its surroundings.

It’s like negotiating based on one valuation method and then realising that you could’ve arranged almost 25% more for your company if you had used the valuation field. Imagine you’re a general; would you rather have intel informing you about one of your enemy’s strategies or as many strategies as possible? This is what the valuation football field provides, as much conceivable value ranges as possible.

In the end, these are all assumptions; as we’ve stated before, science is not exact. The benefit of the valuation football field is that it helps you reduce the margin of error when valuating your company and help you in the decision-making when selecting the best valuation method to get the best possible price for the sale.

What valuation methods can I apply to the valuation football field?

Your valuation football field’s size will depend on how meticulous you want to be in your overview of the different valuation methods. Each method’s result may vary from one another.

Comparable Company Method (CCA)

This is when you evaluate your company’s value by utilising the variables that companies similar to yours have. Use this to determine their value, like sector, size, growth rate, margins, and how profitable they are.

Comparable Transaction Method (CTA)

This method involves analysing and estimating your company’s value by comparing prices paid in transactions for similar companies.

Discounted Cash Flow (DFC)

Using this method of appraisal you will determine the company’s value based on its future cash flows. You apply a discount rate to each year’s projection to calculate the result according to the present value of money.

For example, $1 today is worth $1, but a projected cash flow. In five years of $5 with a discount rate of 0.683 tells us that those $5 today are worth $3.4.

Free Cash Flow (FCF)

Contrary to DCF, this is the value of a company based on the net profit. Meaning the amount the company generates after accounting for the costs of operations and maintenance of capital assets.

For example, if a company has a cash flow of $10 and spends $3.5 to stay in business. The remaining $6.5 is free to be reinvested.

Leveraged buyout (LBO)

This projects its value by analysing the contributions made by the alternative sources to the net Internal Rate of Return.

Breakup Analysis (BA)

With this you look at your lines of business, which means that its components’ determine your company’s value.

You may be interested in: Why is a company valuation important?

Make sure you get the best price for your company

Changing how much you get for your company will depend on the valuation process. A company that does not go through the preparation process is very likely doomed to fail. To avoid this, we’ve compiled in our e-book, “Errors during the sale of a company: The Preparation”, the most common mistakes entrepreneurs make when preparing their companies for sale.

Top 5 Biggest M&A deals of 2022 so far

The boom in the Global M&A activity that started in 2021 has indeed continued into 2022, and according to Morgan Stanley´s M&A bankers, all the elements that drove 2021’s record activity remain in place. In this article, we’re looking over some of the biggest M&A deals in 2022 so far.

Global M&A activity in 2021 saw record highs, and many were sceptical about whether this would continue into the following year. However, the boom in the M&A sector most definitely has continued. Looking at the most important M&A deals of 2022 so far, we can see a substantial majority of transactions in the gaming and tech sector, showcasing how eager companies are to adapt to the digital environment.

The biggest M&A deals of 2022 so far:

5. Orange´s $21.3 billion merger with Grupo MásMovil

A $21.3 billion deal has been signed between Orange and Grupo MásMovil to consolidate their Spanish operations into a 50/50 Joint Venture.

As a result, they have established a new leader in Spain´s cellular telephone market. According to analysts, this might be the start of other similar partnerships in markets such as Italy, Portugal, and the UK.

Synergies from the deal have been estimated at €450m per annum after a four-year post integration period. The transaction is anticipated to be finalised in the second half of 2023.

Why not have a look at the biggest M&A deals in 2021 here!

 

4. Prologis´ $26 billion merger with Duke Realty

Prologis and Duke Realty, two of the largest global logistics real estate companies, signed a comprehensive merger agreement on June 13th, 2022.

The transaction was valued at $26 billion including debt, and was paid for using Prologis´ equity, therefore firmly establishing Prologis position as the world´s largest logistics real estate operator.

On closing the acquisition, the new firm will have an outstanding portfolio of logistics property, including 153 million square feet of property across 18 US regions, 11 million square feet of development in progress, accounting for over $1.5 billion in investment, and 1,228 acres of land owned and under option.

Duke Realty Chairman and CEO Jim Connor commented that “Together, we will be able to accelerate the potential of our business and better serve tenants and partners.”

3. Elon Musk  acquired Twitter for $44 billion

After initially rejecting Elon Musk’s overtures, Twitter’s board of directors accepted Musk´s $44 billion offer for the firm on the 25th of April.

However, weeks after, Musk tweeted that he was putting his bid on hold due to alleged “false and misleading” statements during negotiations regarding the prevalence of fake or spam accounts on Twitter.

Consequently, Twitter sued Musk for attempting to abandon the deal, which led Musk to countersue Twitter. A trial date had been set, and to make matters worse, Twitter´s former security executive, Peiter Zatko´s, whistle-blower complain stated that the company misled the public about its security practices and how it fights hackers and spam.

However, in a turn of events, Musk U-turned, with his lawyers releasing a statement that he “intend[s] to proceed to closing of the transaction contemplated by the April 25, 2022 Merger Agreement… provided that the Delaware Chancery Court adjourn the trial and all other proceedings”

Twitter has now confirmed that Elon Musk has completed his $44 billion acquisition of Twitter putting the world’s richest man in charge of one of the world’s most influential social media platform.

However, Musk’s takeover now creates a new cloud of uncertainty for the future of the social media platform, with Musk firing CEO Parag Agrawal, CFO Neg Segal and policy head Vijaya Gadde all within the first few days of his takeover.

The situation is ever changing, and we look forward to hearing how this monumental acquisition unravels.

2. Broadcom acquired VMware for $61 billion

On May 26th 2022, the chip giant Broadcom acquired the software firm VMware in a cash and stock deal worth $61 billion.

However, concerns over perceived culture differences at both companies have sparked backlash in the market, with Broadcom stock falling almost 20% in the month following the deal, and talented VMware personnel leaving due to hints remote work coming to an end and overall uncertainty.

VMware´s CEO Raghu Raghuram has been eager to highlight the benefits of the deal, noting that the synergies between VMWare´s software and Broadcom´s overall infrastructure could be significant.

1. Microsoft acquired Activation Blizzard for $68.7 billion

 On January 18th, 2022, Microsoft acquired Activision Blizzard for $95.00 per share, in an all-cash transaction valued at $68.7 billion, inclusive of Activision Blizzard’s net cash. This deal was a significant step toward Microsoft’s entry into the gaming market.

Microsoft became the world’s third-largest gaming company by revenue, behind Tencent and Sony.

The acquisition includes iconic franchises from Activision, Blizzard and King studios such as “Warcraft,” “Diablo,” “Overwatch,” “Call of Duty” and “Candy Crush,” in addition to global eSports activities through Major League Gaming.

Bobby Kotick will remain CEO of Activision Blizzard, and he and his team will continue to lead efforts to develop the company’s culture and accelerate business growth. After the transaction is completed, the Activision Blizzard business will report to Phil Spencer, CEO of Microsoft Gaming.

Did you find that interesting? Read our article on 2020´s biggest M&A deals here.

About ONEtoONE

If you are considering selling your company, ONEtoONE Corporate Finance can help you get the best deal possible. We are a global firm dedicated to providing the highest value services to our clients through transparency and professionalism.

ONEtoONE is specialized in international middle-market M&A advisory, having participated in more than 1500 mandates. We continuously focus on improving the techniques to achieve the best possible price for our clients. We advise on mergers and acquisitions, strategic planning, and valuation. If you need advice for any possible corporate operation, do not hesitate to contact us.

Belgian MAZARO trading Euronext

MAZARO’s IPO : a source of inspiration for capital-intensive scale-ups & SMEs

On March 8, Belgian firm MAZARO started trading on Euronext Access Brussels following a successful crowdfunding campaign and private placement where 3.7 million euros were raised. Furthermore, MAZARO became the first “crowdlisting” on Euronext Brussels.

MAZARO is an automotive engineering firm that devised and patented a completely new transmission system for a variety of cars, auxiliary, and industrial applications. MAZARO’s goal is to research and optimize the whole driveline for the typical driving cycles of vehicles or industrial applications.  With over 25 years of transmission design and development experience, the company has developed subsystems and components, as well as selected sensors and purchased parts to be used in their new designs.  They are constantly improving their products by generating new solutions. Filip De Mazière is the creator of MAZARO’s technology, as well as the company’s co-founder and director. For over 25 years, he has been developing transmissions and clutches for major manufacturers of high-end sports cars, passenger automobiles, off-highway vehicles, and material handling equipment.

MAZARO’s decision to go public was not unexpected. Small-cap IPOs are more suited to firms with innovative operations and R&D cycles , such as MAZARO, than to companies with more traditional operations. For example, for a fashion retailer to be relevant, the IPO must be much greater than for an Artificial Intelligence company.

Furthermore, going public will help the company fund its future growth and development. Some examples of how it can do this include financing research, diversifying and expanding its sources of finance, promoting the firm, and benefiting from a market price. Going public will also boost MAZARO’s exposure and credibility by attracting new partners, contracting with new suppliers, and making it easier to recruit and retain staff. Finally, IPOs will help safeguard the managerial autonomy of MAZARO´s founders as it fragments the shareholder structure.

Given the overriding advantages of going public, MAZARO decided to raise funds through a crowdfunding campaign in order to ensure that they could be listed. Crowdfunding is a great option for smaller entrepreneurial companies that need to build both brand awareness and capital. This is exactly what MAZARO managed to achieve through its crowdfunding campaign with Spreds, a Belgian SaaS platform for the digital management of stakeholders.

Initially, the company had set out to raise 500,000 euros for its Initial Public Offering (IPO) however, due to the fact the capital raised during crowdfunding exceeded expectations the limit was raised to 800,000 euros. On the 7th of January, this amount was reached and the first part of MAZARO’s IPO on the Access market had been completed.

Following the success of the crowdfunding campaign, MAZARO went on to raise €2.9 million (incl. €700,000 in the context of authorised capital) from private placement investors. This is the first time that a crowdfunding operation, a private placement and an IPO have been combined in Belgium. Guy Van der Heyden, Managing Director at ONEtoONE explains that “the interest of this formula is to create more liquidity. If we were to limit ourselves to a private placement, we would have had about fifteen shareholders at the time of the IPO. Thanks to crowdfunding, the company began its stock market journey with more than a hundred shareholders, not counting the candidates who subscribed to the crowdfunding round and were not able to provide funding due to the limit imposed.”

Mazaro

Finally, this provided MAZARO with a direct listing on Euronext Brussels’ Access market, which is targeted for SMEs and gives small-cap IPOs simplified access to capital markets. The combination of crowdfunding and a listing on Euronext Access will boost the liquidity of MAZARO’s shares for all crowdfunding participants. Euronext access will serve as a stepping stone for MAZARO and emphasize the firm’s promising future ahead. This assumption can be made based on factual success stories. Direct Energies, for example, began trading on Euronext Access in 2004 with a market capitalization of 18 million euros, and by 2018, the firm had been acquired by Total Energies and is now valued at more than 1.9 billion euros. In the meantime, MAZARO transferred from Euronext Access to Euronext Growth in 2005 (at a market capitalisation of c. €100m) and from Euronext Growth to the regulated market in 2015 (at a market cap. multiplied by close to 8x: €775).

To sum up, MAZARO’s formula combining crowdfunding, private placement, and IPO is a first in our latitudes and may encourage small innovative and highly entrepreneurial companies to break the bias and gain the recognition they deserve The Belgian financial newspaper L’Echo describes MAZARO as “a source of inspiration for others.” Filip De Mazière, CEO of MAZARO comments on the transaction:  “In the run up to our listing on Euronext Access, we successfully raised €800,000 from retail investors through a crowdfunding campaign. In addition, we collected an extra €2.9 million from a series of private investors who believe in the added value and high commercial value of MAZARO´s technology. We sincerely thank all investors for their trust. With their support, we are ready for a bright future with a great, positive impact on our environment.”

Media coverage

MAZARO’s achievement drew a lot of media attention from all around the world. A brief video of ONEtoONE manager Guy Van der Heyden being interviewed on Belgian TV station LN24 is linked below. This part of the programme discusses the listing of “small” SMEs, as well as MAZARO’s history and how it came to be listed on the Euronext stock exchange.

Link to video: Success stories: Euronext, mise en bourse des petites PME (ln24.be)

The Banker also recently published an article outlining the stages involved in MAZARO’s listing and crowdfunding procedure. Reporter Shanny Basar discusses how being listed increases visibility and should serve as an incentive for other capital-intensive scale-ups and SMEs.

Click here to read the full article.

Grupo MOK acquires Montolin Asistencia

ONEtoONE has advised the Chilean company Grupo MOK in its acquisition of the Mexican company Montolin Asistencia.

ONEtoONE has advised the Chilean company Grupo MOK in its acquisition of the Mexican company Montolin Asistencia.

Grupo MOK has a presence in Chile, Peru and Colombia, however, thanks to the acquisition of Montolin Asistencia, the conglomerate has now entered the Mexican market. In addition, they have over 20 years of experience in the insurance and travel industry and the financial market.

The MOK group was founded in 1996 with its business focused on: travel assistance, extended warranty, insurance and telemarketing. The group consists of MOK multi-services, MPRO Liquidators, CALLSOUTH callcenter, Prever, Mok Warranty and MOK Automotive.

It currently has more than 2,000 employees and annual sales in excess of 80 million US dollars.

Montolin Asistencia is a Mexican company that specialises in services such as insurance and claims adjustment, mass assistance and TPA (Third-party administrator) services. Its objective is to achieve customer satisfaction and profitability through tailor-made solutions for each company.

This transaction was advised by Dominique Gazel-Antholine, Alfonso Hernández Galindo and Federico Cuevas Delint.

Congratulations team!

If you would like more information on how we can help you with the sale of your company, do not hesitate to contact us.

ONEtoONE advises Italian company TINEXTA S.P.A. on its acquisition of 70% of Spanish company Evalue Innovación through Warrant Hub.

ONEtoONE advises Italian company TINEXTA S.P.A. on its acquisition of 70% of Spanish company Evalue Innovación through Warrant Hub.

Tinexta, acquired Evalue Innovación for 20.6 million euros. As a result of the acquisition, Tinexta has now become the majority shareholder in the company.

Tinexta is a leading provider of Digital Trust, Cyber Security, Credit Information & Management services. Listed on Euronext Milan – STAR segment, the Tinexta Group closed its 2020 consolidated financial statements with revenues of 269.1 million euros, EBITDA of 77.9 million and net profit of 37.9 million.

The Valencian consultancy firm Evalue Innovación, specialises in advising on tax incentives for R&D&I and is one of the leading Spanish consultants in obtaining European, national and regional funding and public aid for innovation. After the transaction, the firm will continue to retain its own brand, team and management, as well as its business strategy.

This acquisition means Tinexta can now grow further in the Spanish market as Evalue Innovación has an extensive presence throughout Spain with offices in Valencia, Madrid, Barcelona, Seville and Murcia.

Chairman of Tinexta, Enrico Salza, comments on the deal, saying: “the Tinexta Group is continuing to grow abroad, acquiring dimensions that make it more and more a market player in a position to dialogue with major international corporations”

The transaction was advised by a team led by María José Martínez Gil, Federico Forchielli, Pedro Moragues Prieto and Fabio Lupo.

A massive well done to our ONEtoONE team!

If you would like more information on how we can help you with the sale of your company, do not hesitate to contact us.