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+40 (21) 222-4405
Strategic Sale
How to sell your company for 2.4 times its current value
The Company - founded by a Romanian entrepreneur - was showing consistent double-digit growth and high EBITDA margin (17%). The Founder wanted a total sale;
• The Investor - a large German listed corporation - wished a staggered transaction as they were unfamiliar with the Romanian market;
• Orion devised a put/call option scheme that stood the test of time (in spite of two successive takeovers of the Investor);
• The Transaction: as a first step, in 2006 the Investor acquires 60% of the Company at the current value per share; The Founder stays in place as CEO to fulfill an agreed Business Plan;
• Managed by the Founder and supported by the Investor, the Company grows substantially;
• In 2011 and 2013, the Founder sells to the Investor the remaining shares (20% in each step) at prices per share corresponding to the updated value of the Company cashing in more than double the amount received in the first step.
The Company value grew 4.4 times over 7 years.
• The Investor - a large German listed corporation - wished a staggered transaction as they were unfamiliar with the Romanian market;
• Orion devised a put/call option scheme that stood the test of time (in spite of two successive takeovers of the Investor);
• The Transaction: as a first step, in 2006 the Investor acquires 60% of the Company at the current value per share; The Founder stays in place as CEO to fulfill an agreed Business Plan;
• Managed by the Founder and supported by the Investor, the Company grows substantially;
• In 2011 and 2013, the Founder sells to the Investor the remaining shares (20% in each step) at prices per share corresponding to the updated value of the Company cashing in more than double the amount received in the first step.
The Company value grew 4.4 times over 7 years.
Earn-out Scheme
Advising one of the first IT sector Romanian multi-millionaires (in EURO)
A bright software developer in his early thirties, with remarkable business acumen, became the majority shareholder of this company selling his own developed software as a service solution to multinational corporations.
• The quality of the product attracted the attention of Scandinavian investors.
• The Transaction was a full acquisition, conditional upon the founder staying as CEO and incentivizing him through an earn-out scheme. Orion advised the seller throughout the whole process (including the earn-out period)
• The company became a pillar for the Investor’s regional expansion.
• The seller capitalized on the new position of the company in a larger group and multiplied its value, exceeding the earn-out target and maximizing his sale proceeds.
• The quality of the product attracted the attention of Scandinavian investors.
• The Transaction was a full acquisition, conditional upon the founder staying as CEO and incentivizing him through an earn-out scheme. Orion advised the seller throughout the whole process (including the earn-out period)
• The company became a pillar for the Investor’s regional expansion.
• The seller capitalized on the new position of the company in a larger group and multiplied its value, exceeding the earn-out target and maximizing his sale proceeds.
Management buyout
Backing management: From a market leader in Romania to a regional leader
The Management of the leading FMCG distribution and logistics player in Romania (the Company) was looking for support in taking the company to the next level in a sector changing the paradigm.
• A large regional Group (the Investor) saw the opportunity to extend its footprint from the Baltic to the Black Sea.
• The Management becomes a significant shareholder in the company (40%) via debt financing and the Investor acquires the control (60%). Orion was the Company/Management’s advisor including for the acquisition debt.
• Management has a clear medium term exit route with predefined price formula.
• A large regional Group (the Investor) saw the opportunity to extend its footprint from the Baltic to the Black Sea.
• The Management becomes a significant shareholder in the company (40%) via debt financing and the Investor acquires the control (60%). Orion was the Company/Management’s advisor including for the acquisition debt.
• Management has a clear medium term exit route with predefined price formula.
Business Expansion
Expanding the products/services range through acquisitions
The shareholders of a leading Group in the Office Supplies sector were looking at options for keeping a healthy bottom line growth, in a market that was slowing down in the post GFC years.
· After we analyzed a number of scenarios we presented the Client several options to complement their business lines with other products/services that were having different growth gradients.
· The shareholders decided to go for a tele-sale business addressing the need for equipment consumables in the SOHO and public market.
· This added a new go to market channel for the existing products and services of our Client and improved the Group’s bottom line.
· Orion has assisted the Client in identifying different strategic option for continuing its ascendant path in a declining sector as well as in executing the acquisition (including obtaining the financing for the acquisition).
· After we analyzed a number of scenarios we presented the Client several options to complement their business lines with other products/services that were having different growth gradients.
· The shareholders decided to go for a tele-sale business addressing the need for equipment consumables in the SOHO and public market.
· This added a new go to market channel for the existing products and services of our Client and improved the Group’s bottom line.
· Orion has assisted the Client in identifying different strategic option for continuing its ascendant path in a declining sector as well as in executing the acquisition (including obtaining the financing for the acquisition).
To the Next Generation
Handing over the company to the next generation
As many entrepreneurial businesses in Romania, this leading white goods retail & distribution company has been developed for more than 20 years by the head of the family from zero to a 75 mil. Euro turnover company.
· The sector was undergoing structural changes due to upstream and downstream consolidation, e-commerce development and changes in consumer habits.
· The family’s three children graduated in areas vital to transforming a local SME into a nationwide corporation: management, finance and marketing.
· While they had different degrees of involvement in the business, a long-term plan was needed in order to set the new course of the company and to ensure that the disengagement of the founder and passing over the business to the new generation happened without any disruption. Orion has devised a shareholding and corporate governance plan that ensured just that, and continues being the strategic advisor for the company in its endeavor to keep its leading position while adapting its business model to the ever-changing sector.
· The sector was undergoing structural changes due to upstream and downstream consolidation, e-commerce development and changes in consumer habits.
· The family’s three children graduated in areas vital to transforming a local SME into a nationwide corporation: management, finance and marketing.
· While they had different degrees of involvement in the business, a long-term plan was needed in order to set the new course of the company and to ensure that the disengagement of the founder and passing over the business to the new generation happened without any disruption. Orion has devised a shareholding and corporate governance plan that ensured just that, and continues being the strategic advisor for the company in its endeavor to keep its leading position while adapting its business model to the ever-changing sector.
Strategic Advice
Business model proofing - strategic advice
When this new born company took over a local legendary (but neglected in the last years) brand in the IVF self-test sub-sector, it had to start rebuilding its market share from scratch.
· The young owner/manager drafted a medium-term business plan to reach market leadership in at least one category; an ambitious goal in a segment dominated by international brands.
· Orion, was called in to perform a business plan proofing and run sensitivity analysis for different product portfolio development scenarios and go to market strategies.
· The result was a clear path for the business for the next 3-5 years, with financial performance milestones of and an investment plan.
· After three years of closely monitoring and taking rapid corrective actions when needed, the company not only met its market leadership goal, but is moving to the next level by vertical integration - in the global context of enhanced nearshoring and supply chain optimization.
· The young owner/manager drafted a medium-term business plan to reach market leadership in at least one category; an ambitious goal in a segment dominated by international brands.
· Orion, was called in to perform a business plan proofing and run sensitivity analysis for different product portfolio development scenarios and go to market strategies.
· The result was a clear path for the business for the next 3-5 years, with financial performance milestones of and an investment plan.
· After three years of closely monitoring and taking rapid corrective actions when needed, the company not only met its market leadership goal, but is moving to the next level by vertical integration - in the global context of enhanced nearshoring and supply chain optimization.
