BDO provides comprehensive support to buyers on the M&A buy-side – from strategic search and the approach of owners of target companies to participation in a fundraising project and the successful conduct of negotiations. An interdisciplinary team ensures the best possible support throughout the entire transaction process by providing bespoke solutions.

Our systematic deal sourcing process ensures that investors have access to an exclusive, quality-assured flow of start-up and scale-up deals. Using sophisticated data-driven analysis and its global network, BDO filters the market precisely according to the specified criteria. BDO provides shortlists of suitable target companies, assesses the strategic and financial fit, and, if requested, makes the initial approach to the founding teams and/or owners.

As part of its (pre-investment) due diligence, BDO analyses selected aspects of start-ups and growth companies from a financial, tax and legal perspective. Given the early stage of these enterprises, the financial data and company information are, in some cases, only of limited reliability and significance. Our (pre-investment) due diligence is tailored to such circumstances and assesses the investment readiness of the target companies.

BDO’s Commercial Fact Book provides investors – based on publicly available sources of information – with a well-founded analysis of, for example, the target company’s market environment, competitive landscape and customer potential. This transparent data set validates the commercial growth drivers and serves as a reliable basis for negotiations regarding any transaction.

BDO’s integrated financial planning support combines the profit and loss account, the balance sheet and the cash flow statement to form a consistent, forward-looking financial model of the target company. It enables the precise simulation of growth scenarios, validates capital requirements and provides a detailed basis for the various business valuation methods.

It is very common for a purchase price to be financed, in whole or in part, through borrowed capital, for example from banks or debt funds. BDO provides support with both initial and follow-on financing, as well as with optimising an existing debt structure.

Based on the results of the due diligence and the financial model, BDO determines the company value of start-ups and scale-ups using recognised valuation methods, such as the DCF- method or multiples. This well-founded valuation serves as a strategic basis for purchase price negotiations and the final structuring of the deal.

BDO’s post-merger integration team ensures the success of M&A transactions through a structured post-deal integration process. Using tried-and-tested approaches such as the 100-day plan, BDO supports companies in swiftly and comprehensively harmonising processes, IT systems and organisational structures, as well as unifying corporate cultures. This enables planned synergies to be realised quickly, minimises friction losses and secures the long-term value of the transaction.

As part of its investment portfolio review, BDO systematically analyses existing investments in start-ups, scale-ups or (growth) funds in terms of their performance, value drivers and strategic direction. By identifying areas, for example, for optimisation and risks within the portfolio, BDO provides investors with sound support for follow-on investments, restructuring or the preparation of exits.

As part of its sell-side M&A advisory services, BDO provides sellers with comprehensive and structured support throughout the entire disposal process. BDO supports the entire sale process – from defining the equity story and preparing professional sales documentation (teasers, information memoranda) through to a targeted, global approach to potential investors, and on to data room management and tactical negotiation support. In this way, BDO maximises the sale price whilst ensuring the transaction is successfully concluded.

BDO’s tax advisory service optimises the tax structure of M&A transactions and minimises existing risks. BDO develops bespoke acquisition and holding structures, provides support in setting up employee share ownership schemes, and guides clients through the entire process, right through to the inclusion of tax-optimised clauses in the sale and purchase agreement (SPA). In addition, BDO prepares the tax returns required on a regular basis and submits the necessary advance tax returns. 

The legal advice provided by our partner, BDO Legal Rechtsanwaltsgesellschaft mbH, ensures comprehensive protection for M&A transactions and ensures the entire process is legally sound. The team carries out legal due diligence, assists with optimising the transaction structure, drafts and negotiates all transaction documents (such as the share purchase agreement (SPA) or shareholders’ agreements) and provides reliable support to investors right through to the successful legal completion (closing). Furthermore, BDO Legal Rechtsanwaltsgesellschaft mbH is available to provide ongoing legal advice across the full range of necessary disciplines.