M & A Communications

The success or failure of an M&A transaction often can depend on how effectively the management communicates the benefits of the deal to the stakeholders. Our experience is based on several transactions we have been involved in during the last years. At the highest level we counsel management on how and when to communicate in order to satisfy the divergent needs of various stakeholders and regulatory bodies. We help the client to analyze its audiences, to develop key messages and then to communicate effectively and persuasively - with the goal of closing the right deals with the right stakeholders.

Our activities typically include the following measures:

• Ascertaining probable reactions of key stakeholders, including investors, employees, customers, suppliers and both parties communities
• Determining when and how to disclose new information
• Developing key messages that communicate the benefits of the deal for the both parties stakeholders
• Proactively managing outreach to investors
• Rehearsing presentations and Q&As with management
• Omnicom Holdings assists the client with the appropriate messaging & positioning tools ranging from maintenance of website content, publishing press releases, preparation of presentations, information of employees

M & A Consulting

Within the next 10 years small and medium-sized companies in Europe and North America will be faced with a generation change. More than half of these companies are ill-prepared for this change of roles. Bogged down attitudes and uncompromising behavior between elders and successors – be they male or female – frequently result in a failure to plan early and unsuccessful company succession.

As a result, throughout the most varied industries the market is currently being presented with many diverse and significant opportunities to takeover companies, who in part are also willing to be acquired on a “stock only” basis by a public company. This is the opportunity which the German-American focus of Omnicom Holdings aims to capitalize upon.

Mergers and acquisitions, the bringing together of companies, the finding and installing of business successors - this complicated task requires a high degree of specialist knowledge and the full effort of all those involved in the process. For Omnicom Holdings the integral approach to corporate mediation is to the fore. Our specialization in small to medium-sized businesses makes in this respect the person the determining factor. Business and management economics, law and taxes are important professional partial aspects, but it is the personal and material interests of our clients that are decisive.

M & A Consulting: Introduction

The sale of a company, of someone’s life's work is often connected with questions, doubts and fears. We see it as our task to point out the opportunities and risks and to develop in close, trusting cooperation the correct course of action. A major success factor is the creating of a broad market for a company. Omnicom Holdings also has an extensive range of services to offer those setting up new businesses. The suitable object is not only right from the point of view of branch, region and size, agreement on a human level with the owner is above all important. To secure an existence in the long-term solid financing with full use of all development possibilities is decisive if the dream of independence is to stand on a realistic basis.

Working together with a network of partners and specialists concentrates the knowledge of experts. Highest quality in our service and high efficiency in the realization of projects, these goals will also show us the way for the future.

Throughout recent years the subject of business start-ups has been in the foreground of political, but also of economic and legal discussions. Business start-ups are increasingly gaining in importance as a way of achieving personal and financial independence. For a long time, the available literature has not only indicated the opportunities on offer to secure one’s own livelihood but also for the creation of new jobs. Throughout a number of years politics has been pursuing the same course, through brochures, seminars, promotional material and public statements as well as through the setting up of appropriate professorial chairs. In the face of increasing unemployment figures, the daily press is picking up the subject of business start-ups almost constantly – something followed by Omnicom Holdings with the greatest of interest.

Parallel to this, the question of the future management of the business is either already confronting numerous small and medium-sized companies, or is one which they will be confronted with in the coming years. Does the owner of the company want to dispose of the business or bequeath it? Will there be, by a stroke of luck, suitable relatives or employees to take over the company? Here, however, the question of succession frequently leads to considerable problems. Transferring the company to an external founder of a new business or selling to an external purchaser, such as for example Omnicom Holdings, may offer a way out and ensure the continuation of the business and safeguard existing jobs.

M & A Consulting: Key Factors of Success

The question of succession may be divided up into those questions concerning business management, legal, taxation and human aspects as well as the problems of implementation.

From the point of view of business-management, it is frequently first a question of under what conditions does takeover of a company offer good chances of success to those starting-up in business. Here, assessment of the company’s position in the market is just as important as its costs and organizational structure, the climate within the company or its future profit outlook. In addition, the question of financing the takeover frequently arises.

The right choice must be made legally. The company may be inherited, purchased under singular succession or a part-interest, or alternatively leased. The question to be determined is under what conditions these options may be achieved and which is the most favorable. Similarly, from the point of view of taxation, the consequences of the takeover for those starting into the business as well as the present owners must be considered. The right choice here can translate into significant tax savings.

Also not to be underestimated are the human aspects related to a takeover. Those wishing to startup in business must be suitable as entrepreneurs. The present owner must be willing to hand over the business and finally, the takeover itself must be implemented effectively to ensure success for both those starting in their new businesses as well as those retiring. These aspects need to be considered carefully and where possible, resolved in advance.

M & A Consulting: Practical Questions

Ultimately, starting-up a business by way of takeover is bound up with numerous practical questions: how does one approach the subject matter meaningfully, without investing too much time or money? How do you access the appropriate literature? Are there introductory seminars on the subject? How do you find out about companies looking for successors? Where do you find consultants for those business-management, legal, tax or human-aspect questions?

Hence, it is not necessarily easier to takeover an existing business rather than found a new one, an aspect borne in mind from the start at Omnicom Holdings and its team. With takeovers the acquiring party has to build on the existing standards and conditions. A particularly important consideration here is that small and medium-sized businesses are generally marked by the character of their owners. Change this and just about everything in and around the organization changes. Frequently, the owner’s good contacts may be lost and new ones need to be established. For this reason, at an early stage of the takeover negotiations Omnicom Holdings gains assurance that the present owner and managing director will commit themselves to running the company for a further period of at least 12-36 months. Throughout this time, in cooperation with leading global headhunter organizations, a successor is sought out (if needed), who ultimately would also be given shares and profit-options.

M & A Consulting: Procedure

The following ten bullet points describe the most important aspects of a takeover, particularly with respect to the law applicable in cases of takeovers of businesses or companies located in Europe. Analogous to each individual area Omnicom Holdings has put together a team, which searches for suitable targets and simultaneously considers the relevant questions.
1. Takeover of a Company
2. Calculating the Value of a Business
3. Contractual Form
4. Purchaser’s Liability for Accounts Payable
5. Liability for Business Taxes
6. Right to Continued Use of a Company Name
7. Liability for Defects
8. Existing Contracts
9. Settlement of the Purchase Price
10. Advertising