The challenges of the transaction
- Create trust between seller and buyer for a favorable and speedy takeover process.
- Correctly estimating and verifying the accuracy of the information of the company to be acquired that is presented to the buyer (“Due Diligence”).
- Drafting balanced contracts that serve the interests of all parties involved.
- Ensuring the continuity of the company to be acquired during and after the acquisition process.
The strengths of Monard Law
- In-depth knowledge of Mergers and Acquisitions (M&A). This both in knowledge and network.
- Extensive experience in M&A processes. This creates trust in the acquisition process.
- Thanks to an extensive team of specialists, Monard Law switches very quickly between strategy and technical advice.
The takeover process
- letter of intent
- Due Diligence (legal, tax, commercial and financial)*
- Takeover agreement
- Shareholders’ agreement and any other documents (such as, for example, a management agreement)
* The Due Diligence is the correct assessment of the company to be acquired that is proposed to the buyer. You would like to get to know that company as well as possible.
Pieter has been working closely with Philippe, an entrepreneur active in Field Marketing & Sales Outsourcing, for many years. When Philippe intended to take over SMS Solutions, Pieter was his advisor from the very first moment.
In 7 months, the purchase of SMS Solutions, a medium-sized Belgian player within Field Marketing, became a reality. Speed and confidence are the key words in this story.
How did this acquisition actually start?
Philippe: “When I decided to look for an acquisition within the Sales Outsourcing sector, I consulted with Pieter. I keep him regularly informed of my activities and plans, as we have been working together for more than 10 years.
And when I saw through a takeover broker that a Field Marketing company was looking for a buyer, I immediately called Pieter to discuss. Pieter had already seen the announcement himself. We immediately requested the casefile.”
What are the different steps of such an acquisition process?
Pieter: “After an informal introductory phase, the acquisition process almost always starts with a letter of intent. This is an often non-binding agreement in which the potential buyer writes down his ambition to buy the company at what price and under what conditions.”
Pieter: “With my colleague Eveline, I can trust that the file will maintain momentum. Such a transaction must move forward.”
Pieter: “As soon as the letter of intent has been signed, we will start with a legal Due Diligence. In this, Monard Law, together with the potential buyer, will develop a clear view of the state of the company to be acquired. And that both financially and legally. That phase is very important. You want to know very well what you are buying, so that there are no unpleasant surprises afterwards. The buyer owes this to himself.”
Philippe: “Exactly! For financial and fiscal Due Diligence and obtaining the necessary financing, I called on the services of Tim Messagie of DC Corporate Finance , a client of Pieter. In fact, Pieter’s network and contacts are at least as valuable as his knowledge of takeover files. Pieter likes to work with different parties as long as they have the same qualities and drive. Pieter is almost a quality label in that area.”
What did Monard Law’s team look like in this case?
Pieter: “I have always been able to count on my direct employee Eveline. She followed this file very closely, day-to-day. That is important, because momentum must be maintained in such a takeover file. It must move forward, so that confidence remains strong on both sides. A good vibe, if you want to call it that, is essential.”
Pieter: “Trust is the most important thing in takeover files. Trust is a deal maker.”
In addition, I was able to call on my colleagues from real estate, permits and social law. These specialists from Monard Law have also supported me with various questions. I’m actually quite proud to be able to lead such a team.”
“The fact that we have all these disciplines in-house as an office is an absolute added value. This provides the necessary knowledge and determines the speed of the takeover. The total takeover process at SMS Solutions took 7 months.”
How did the takeover of SMS Solutions proceed?
Pieter: “The last 2 steps are the drafting of the acquisition agreement (‘SPA’) and the new shareholders’ agreement. An interesting fact about this takeover was that one of the two sellers wanted to remain on board after the sale of the company and therefore wanted to re-enter. That of course gives a lot of confidence. The seller(s) are thus sending the signal that they still place a great deal of faith in the company themselves.”
Philippe: “Pieter’s network and contacts are at least as valuable as his knowledge.”
Philippe: “If one of the two original founders (SMS Solutions was founded in 2002) also wants to join the new story after the sale, that is a sign of faith in the company. This naturally also gave extra confidence in the acquisition process. Because in such a scenario you can be sure that a takeover file has been correctly presented to you.”
Added value: one of the selling partners remains on board
However strong your Due Diligence and acquisition case may be, an acquisition of a company always remains a calculated risk. But at SMS Solutions, one of the selling shareholders ( Selwyn Devroe ) wanted to remain active as a shareholder and continue on the road with Philippe. This will of course give the buyer enormous peace of mind for years to come. It gives the takeover more comfort.
How would you describe each other’s personality?
Philippe: “Pieter has to move forward and that is important in a takeover file like this: it must not come to a standstill. Pieter is also very proactive. He often knows where I want to go before I say it myself. And he is hyper-accessible: we call very often, we keep abreast of each other. That is our strength.”
Philippe: “Pieter is hyper accessible”
Pieter: “We have indeed found each other in that area. We are both very pragmatic, which also means that we can work well together. I know very well where Philippe wants to go, so we can think together. Each from our expertise.
How do you see the future for Field Marketing?
Philippe: “I believe in this industry, because Field Marketing allows consumers to experience brands in a way that is complementary to online or traditional communication. Sales Outsourcing – via tactical campaigns or permanently – responds to the trend towards more flexibility and specialization. This is a real people business that is not ‘Amazonable’.”
Pieter: “A takeover is not static. The company must continue to run, even after the transaction.”
Pieter: “I have complete confidence in Philippe in that area. He has been active in outsourcing sales and marketing activities for years, not only as a service provider but also as a customer.”
The multidisciplinary team within Monard Law
Due to the unique composition of Monard Law, they can use different specific skills for each project.
- First point of contact and legal advisor: Eveline Parisis
- Senior legal advisor and confidential adviser: Pieter Van den Broeck
- Supported by specialist colleagues from real estate, permits and social law
Contact details SMS Solutions:
Philippe Lehouck: email@example.com
Linkedin page: https://www.linkedin.com/company/smssolutions/