1 00:00:05,320 --> 00:00:08,800 My name is Thomas Kruip and we are at Aloys Roemaat Transport. 2 00:00:08,880 --> 00:00:13,240 Three years ago, I was able to take over the previous owners' shares. 3 00:00:13,320 --> 00:00:17,360 Do you want to become an entrepreneur, just like Thomas, without having to start from scratch? 4 00:00:17,440 --> 00:00:19,920 In that case, taking over a business is a good option. 5 00:00:20,040 --> 00:00:22,920 In this video I will tell you about 9 important steps... 6 00:00:23,040 --> 00:00:25,320 to take over a business successfully. 7 00:00:28,240 --> 00:00:30,160 Think about what you want in a business. 8 00:00:30,240 --> 00:00:34,000 Sector, size, growth options, or business culture. 9 00:00:34,080 --> 00:00:36,760 A vacancy opened up in 2016. 10 00:00:36,840 --> 00:00:40,000 I applied, and became an employee then. 11 00:00:40,080 --> 00:00:42,560 My motivation to take over this company... 12 00:00:42,640 --> 00:00:46,920 was partly the business culture and partly the opportunities I saw. 13 00:00:49,680 --> 00:00:53,760 Use databases, sector organisations, or a takeover consultant... 14 00:00:53,840 --> 00:00:55,440 to find a suitable company. 15 00:00:55,520 --> 00:00:59,760 Consider a management buy-in, buy-out, or in-family takeover. 16 00:01:00,440 --> 00:01:03,560 I already worked here, and knew a takeover was an option. 17 00:01:03,640 --> 00:01:05,320 So I spoke to the directors. 18 00:01:05,400 --> 00:01:08,320 And they really loved the plan. 19 00:01:08,400 --> 00:01:13,120 But I needed money. That involved some business steps. 20 00:01:16,040 --> 00:01:19,480 Have you found an interesting company? Check the numbers. 21 00:01:19,560 --> 00:01:23,440 Turnover, profit, costs, customers and suppliers. 22 00:01:23,920 --> 00:01:26,640 What about the rental lease and the staff? 23 00:01:26,720 --> 00:01:29,160 All this is included in the sales memorandum. 24 00:01:29,240 --> 00:01:32,280 Because I worked here, I had a lot of inside information. 25 00:01:32,360 --> 00:01:34,720 That is really convenient. 26 00:01:34,800 --> 00:01:36,120 If you don't have inside info, 27 00:01:36,200 --> 00:01:41,000 get to know all the company's details. 28 00:01:41,080 --> 00:01:42,880 It is really important for the deal. 29 00:01:46,160 --> 00:01:49,880 Write down agreements and conditions in a declaration of intent. 30 00:01:50,000 --> 00:01:54,680 This document is not binding, but it shows your serious intention to take over. 31 00:01:54,760 --> 00:01:57,240 You document the negotiation planning... 32 00:01:57,320 --> 00:02:00,480 term of the non-disclosure duty, and other conditions. 33 00:02:00,560 --> 00:02:04,440 Ask an adviser or lawyer to check that the agreement is solid. 34 00:02:04,520 --> 00:02:07,800 I signed a declaration of intent and a non-disclosure agreement 35 00:02:07,880 --> 00:02:12,680 to record the agreements, but also to ensure secrecy... 36 00:02:12,760 --> 00:02:16,640 so that things aren't out in the open before you complete the deal. 37 00:02:19,760 --> 00:02:22,960 Check the financial and legal situation of the business. 38 00:02:23,200 --> 00:02:27,440 Check that the seller's info is correct. Especially the numbers and contracts. 39 00:02:28,040 --> 00:02:31,440 Do you see risks? Discuss them and re-negotiate. 40 00:02:31,520 --> 00:02:33,760 Although I already had a lot of information... 41 00:02:33,840 --> 00:02:36,680 it is always wise to consult an external adviser. 42 00:02:36,760 --> 00:02:40,520 An outsider with a critical eye who looks at things from a different perspective. 43 00:02:43,240 --> 00:02:45,240 Work with a takeover adviser... 44 00:02:45,320 --> 00:02:48,600 to determine whether the asking price and the goodwill are reasonable. 45 00:02:49,280 --> 00:02:51,800 Also look at the opportunities for the future. 46 00:02:52,320 --> 00:02:55,640 This was a tough phase, and, more than that, an interesting one. 47 00:02:55,720 --> 00:02:59,840 You start by looking at the numbers and setting a price... 48 00:03:00,360 --> 00:03:03,440 and then the takeover expert helps you... 49 00:03:03,520 --> 00:03:06,920 take a different look at the company value. 50 00:03:10,120 --> 00:03:14,240 Can't pay the asking price by yourself? You need financing. 51 00:03:14,320 --> 00:03:18,040 Draw up a financing budget so you know how much you need. 52 00:03:18,120 --> 00:03:21,800 You can approach banks, investors, or crowdfunding platforms. 53 00:03:21,880 --> 00:03:26,440 I financed the takeover with my own means plus a bank loan. 54 00:03:26,520 --> 00:03:31,080 Look beyond those options, there are many ways to finance a takeover. 55 00:03:33,760 --> 00:03:35,080 Do you reach an agreement? 56 00:03:35,160 --> 00:03:37,760 Then you, the seller, and the takeover adviser can draw up... 57 00:03:37,840 --> 00:03:40,760 the takeover contract. And that is the start of the actual takeover. 58 00:03:41,280 --> 00:03:43,880 In the contract, you detail the price, obligations... 59 00:03:44,000 --> 00:03:46,880 guarantees and the company assets. 60 00:03:47,000 --> 00:03:50,320 I started by taking over 60% of the shares. 61 00:03:50,400 --> 00:03:55,000 The contract states I will take over the remaining 40% within 5 years. 62 00:03:55,520 --> 00:03:58,560 We also started visiting customers, to create trust. 63 00:03:58,640 --> 00:04:00,880 My role has changed, of course. 64 00:04:01,000 --> 00:04:06,240 It is good to see that we have been able to sign agreements with the customer... 65 00:04:06,320 --> 00:04:09,440 that have strengthened my position with the bank. 66 00:04:12,120 --> 00:04:14,560 Now for the last step. 67 00:04:14,640 --> 00:04:18,320 Register with KVK to finalise the takeover. 68 00:04:18,400 --> 00:04:22,320 You and the previous owner make an appointment at a KVK office. 69 00:04:22,400 --> 00:04:26,240 The moment you sign and register is so special. 70 00:04:27,200 --> 00:04:29,640 After what felt like 1600 signatures 71 00:04:29,720 --> 00:04:34,440 the last signature was in place, and it became real. 72 00:04:34,520 --> 00:04:36,280 We celebrated that in a big way. 73 00:04:36,360 --> 00:04:39,400 Want to know more about company takeovers? 74 00:04:39,480 --> 00:04:42,360 Check kvk.nl/takeover.