Case Study: Acquisition byStantec gives AGEL Advisors wings

This is how Aeternus found the right buyer for AGEL Advisors

An engineering firm with four owners. Mostly men of practice. And because their company had entered a new phase, they thought the time was right for a new owner. A buyer who could further strengthen AGEL's market position. Aeternus found the right buyer through a combination of thorough analysis and preparation, Aeternus' networks and excellent process management during the acquisition. The merger strengthens the position for further, joint growth, with a broader range of services for AGEL's customers.

The path to the sales decision

Maurice Koopmans is senior advisor at Aeternus. He can still clearly remember the first conversation with the four founders of AGEL, in the summer of 2019. “They told me how fast their company had grown, to a club with over 80 employees and large clients from different countries. Initially, they themselves were mainly people of the subject matter. Now that their company had grown much larger and would continue to grow, they had to manage more and more. They felt less comfortable with that,” says Koopmans. And there was also something else on the minds of the founders. Could we as a foursome optimally facilitate this growth and thus still offer our employees, the company’s capital, sufficient challenge in the future? These questions eventually led to a first call and a subsequent meeting at Aeternus’ office.

At such a first meeting, I don’t tell the whole story of our company, I mainly want to know what is going on with the shareholders. What are their personal ambitions and motives? Why do they want to sell their company? What expectations do they have? This enables me to ask the right follow-up questions, which in turn provide food for thought.

“Two questions are almost always asked in such an initial meeting: How does a sales process work and what is my company worth?

The latter question cannot be answered immediately; I usually explain how a price is established and how we can ensure an optimal transaction. The four shareholders have a good feeling about this meeting and decide to join forces with Aeternus. The sales process can now really begin.

The value of the company

It is the first concrete step in the process: determining the value. The founders of AGEL Advisors have already discussed this among themselves, but it remains guesswork for the time being. The methodology used by Aeternus is based on discounted cash flows. “So we mainly look at the earning capacity of the company in the future and translate that to today’s value. The risk profile and market conditions also play an important role. In addition, we know the consultancy and engineering sector very well, are familiar with the business model of such organisations and have already assisted in a large number of purchase and sale transactions in this sector. This gives us a clear insight into the amounts previously paid for similar companies,” says Koopmans.

This is how the value and the expected price of AGEL Advisors finally becomes known. Koopmans puts his calculations on the table and explains how he and his team came to this price. The four founders nod in satisfaction, agreeing with the explanation.

The right buyer in the picture

Is every party that is willing to put this amount on the table a potential buyer? Certainly not, Koopmans emphasises. “What it’s always about is finding a party that fits in with this specific company. I therefore held many discussions with the shareholders to find out what they considered important and what requirements they set for the new owner. These conversations laid the foundation for a successful takeover.”

AGEL Advisors has the DNA of a family business. Above all, it wants to deliver quality. Working on the relationship and taking good care of employees and clients are of paramount importance to the shareholders. “We advised to delineate the search area to companies with a similar profile, professionals with a high level of service and quality.”

Talking to prospective buyers

Koopmans and his team approached companies that met the profile. A number of them turned out to be interested and wanted to enter into a dialogue. “This should be seen as a dialogue in which questions are asked back and forth. The potential buyers were mainly interested in the real story of the founders. The reason why they wanted to sell their shares. In addition, they were naturally curious about the company and its people and the developments towards the future. This is how it often goes and I had prepared the four shareholders well. I acted as a facilitator during the talks and ensured that all subjects were discussed”, says Koopmans.

Do you set an asking price yourself or do you let potential buyers make an offer? It is a question that plays a role in every sales process. In this case Koopmans deliberately chose option two. “It is possible that a strategic buyer has more factors at stake than we have taken into account in our calculation. For example, the customer base, the services, the geographical position or the employees may represent additional value for such a party. For that reason, we opted for an auction in which we acted as director.”

It gets exciting

Rarely is a takeover without exciting moments. It is March 2020. Koopmans is about to draw up the Letter of Intent based on the negotiated result when suddenly the corona crisis breaks out. The party with which he is negotiating at a very advanced stage begins to hesitate. “At times like that, the most important thing is to keep a cool head and keep the flame burning. We agreed to keep talking, but to slow down the pace of the takeover a little, to see how things would go. That was a typical moment when the deal could have fallen through.

The deal is done

In the end, this did not happen. And so, in December of that year, the founders of AGEL Advisors were able to announce that their company had been taken over by Stantec. A Canadian multinational with 22,000 employees spread over 350 locations. Time to uncork the champagne bottles.

“Such a takeover is an exciting process for the entrepreneurs,” says Koopmans.

“My main task was to constantly manage expectations, and that only works if you are 100% transparent. That was very much appreciated by the client, but also by the buyer and her team, they told me later. As a result, they never felt like they were in for any surprises.”

The takeover marks the next step in growth

With the takeover by Stantec, AGEL can take the next step in the company’s development. Stantec is a partner that gives us the opportunity to grow further and to offer more added value to our customers by providing a more comprehensive range of services.

“Together we will become a truly nationwide agency, supported by expertise from all over the world,” says Remco van Dessel, Director at AGEL Advisors.

It also means an incredible opportunity for our colleagues, who will have access to Stantec’s global network of experts, knowledge and innovation, to develop further.

The M&A team for this deal

Maurice Koopmans

Partner

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Partner

Maurice Koopmans

“Quality means doing it right when no one is looking.”

Maurice has been working at Aeternus BV since the beginning of 2015. Previously, he spent eight years at a mid-size multidisciplinary accountancy and consultancy firm and successfully completed several takeover, management buy-in and buy-out, and advisory projects as a corporate finance advisor.

After completing his studies in International Business Administration at the University of Maastricht and the University of California, he started his career in 2004 as a trainee at an international retailer, after which he moved on to one of the Netherlands’ leading temporary agencies as a consultant for companies in the shipping, food and manufacturing industries. In 2007 Maurice joined W|VDB Corporate Finance as a corporate finance advisor.

Lieke Janssen

Consultant Corporate Finance

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Consultant Corporate Finance

Lieke Janssen

“Wake up! Only then will you be able to transform your dreams into reality.”

Lieke joined Aeternus as a Business Analyst on 1 September 2014. Her tasks include compiling analyses and valuation and finance reports. In addition to this, she provides fiscal and legal support in acquisition and sales transactions, contributes proposals and coordinates details with specialists.

Lieke completed her studies in Business Economics and Finance at the University of Tilburg.

‘The passion that SMEs put into their business gives me the energy and inspiration to solve complex issues. Conversely, I hope that my fresh perspective gives our clients the energy and inspiration they need to make the right decisions. Aeternus has given me the opportunity to contribute to the future success of our clients by providing my colleagues the support they need in compiling analyses, business valuations and financing reports.’

Marco Jaspers

Analyst Corporate Finance

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Analyst Corporate Finance

Marco Jaspers

“A brand for a company is like a reputation for a person. You earn reputation by trying to do hard things well.”

Marco joined Aeternus in March 2019 as Analyst Corporate Finance. He has completed the bachelor Economics & Business Economics and the master Finance at Maastricht University. After his studies, he did an internship at PwC in Düsseldorf in the Valuation & Strategy department. Before joining Aeternus, he worked as a Business Analyst at APG Asset Management.

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