Freight Mergers M&A brochure

1 About Freight Mergers

Freight Mergers provides buy-side and sell-side M&A services to the global freight and logistics industry.

Freight Mergers is a management consultancy that has been established and built with the primary objective of assisting company owners, either to facilitate their growth plans or to ensure a successful company sale.

Mergers & Acquisitions

Freight Mergers are specialists in the sales, mergers and acquisitions of companies within the global freight, logistics and transportation sector, priding ourselves on an unrivalled, expert service, specific to the industry.

For over fifteen years we have established ourselves as market leaders in the freight forwarding and logistics sector. We have built this organically, on reputation for delivering results and Freight Mergers is now a name synonymous with sector expertise, confidentiality and proven results within the industry.

From the head office in Bristol we operate a global service, working with some of the most renowned names within the industry. From SME’s to publicly listed companies, and everything in between, Freight Mergers provide structured exit strategy management and acquisition target sourcing with the utmost attention to detail.

At a glance

• Freight forwarding and logistics sector specialist

• Over 75 years’ combined experience within the industry

• Access to all the current, leading industry buyers and sellers

• Database of contacts built up over fifteen years

• Meeting facilities worldwide

Where to find us

Freight Mergers 8

+44 (0)7760 484848 enquiries@freightmergers.com freightmergers.com

2 Core values

At Freight Mergers, how we conduct business is of paramount importance. Our values are ingrained in every aspect of our working ethos.

A clear understanding

As specialists in the freight forwarding and logistics sector, Freight Mergers have a clear and precise understanding of exactly what each of our clients do, both buy-side and sell-side. We take time to establish exactly what sellers want to achieve from their exit strategy and how to put the pieces together. By the same token we also have an in-depth understanding of buyers’ acquisition and growth strategies.

Integrity

Throughout the process we will work with you to ensure that everything runs as smoothly as possible. As with any partnership, 100% honesty and trust are crucial to its success. We conduct our clients’ exit strategies with the utmost attention to detail, ensuring that every need is met along the way.

Experience

The team at Freight Mergers has many years of experience when it comes to selling freight forwarding and logistics companies. This allows us to provide you with the necessary niche buyers and expertise required to achieve maximum value.

Specialism

Freight Mergers work exclusively with companies within the freight forwarding and logistics sector. In short this means we have the industry knowledge and experience required to do the best possible job. Our primary focus and ethos isn’t diluted by work on other industries and as such we provide an unprecedented level of service.

Confidentiality

We understand that the task of finding buyers for your company is one that requires an incredible level of confidentiality. Contracted business is actually quite rare within the freight forwarding and logistics industry so a tentative and calculated approach is paramount. This confidentiality lies at the heart of our ethos.

Adaptability

In M&A issues can and do arise. We have the experience, industry knowledge and the creative approach to address these head on and find solutions. Freight Mergers put the additional effort in to ensure that we have the best chance of securing the deal you want.

3 About mergers & acquisitions in freight & logistics

Latest developments

The freight and logistics industry has experienced a steady increase in M&A activity over recent years since coming out of the recession by and large in 2012, which we’ve seen reflected in the overall buy-side appetite for acquisitions.

With the negative impact on the global M&A space during 2016 and 2017, into 2018 of a number of factors, namely Brexit, the US election and the Chinese economic slowdown, there has, undoubtedly, been a knock-on effect within the freight and logistics M&A sector. The market and appetite for M&A, certainly in the small to mid-market, has since rallied and, from the level of enquiries we’ve received, looks like it will continue to be buoyant.

The last quarter of 2017 saw an increase in completed deals, with a particular focus on the desire to be involved in the continued success of e-commerce / logistics sectors, and also to mitigate some of the predicted effects of Brexit. The industry has seen some of the highest deal numbers in recent months with both SME’s and large corporations alike.

It is generally considered that freight forwarding is still a fragmented sector and companies such as DSV and K&N alongside other large firms

including XPO and Panalpina, have all made very public announcements about their desire to make acquisitions and to continue with a consolidation of the industry. This consolidation we believe is not only still in its infancy but the appetite is reflected across the whole industry, down to the privately owned SME’s, the large majority we work with.

An increased desire from both buyers and sellers to complete deals, alongside a better economy have been factors in the perceived appetite for acquisitions. Ultimately a transaction is entered into by two parties – the buyer being able to finance a deal, and the seller wanting to pass their company on. The buoyant UK economy now means that buyers are better financed, with more support from their banks, and as a result have more confidence in making acquisitions, and are able to commit to the true value of a target company.

This increased confidence has a knock-on effect with more buyers prepared to pay a reasonable price for acquisitions the owners wanting to sell are more willing to do so as they feel the deal is worthwhile.

Market drivers:

Profitability

Profitability is one of the primary drivers for business value. Asset value, whether a company is asset heavy or otherwise, is a mechanical process which tends to be a more objective valuation metric. It is therefore the normalised profit, and the agreed multiple of that profit figure, that is subjective and determines the value beyond any net asset figure, which an owner could simply realise from liquidating their business. Profit margin also plays a part as companies with higher profit margins due to niche sector business, for example, often command higher multiples and therefore realise an increased price when sold.

Buyer interest

Company value will depend, in large part, on how committed and how serious any interested buyers are about the purchase. The right buyer has to be found and of course ‘right’ means different things to different people, resulting in different valuations for the same business. Key attributes of any company need to be identified and matched with the acquisition criteria of a selection of buyers to provide the best chance of finding the right buyer.

Customer base

A diverse spread of customers is key when looking at the value of a company. If there is a high reliance on only a small number of customers this represents an increased risk to the buyer. This increased risk directly translates to a lower valuation as it represents a possibility of losing a relatively large portion of revenue. Ideally, a seller wants to have a broad customer base with low risk of impact to revenue.

Economic performance

Freight Mergers are seeing an increased number of companies begin to look at acquisitions for the first time as a result of increased performance, healthier balance sheets and retained funds. GDP exceeded its pre-recession peak in Q3 2013 and the UK has continued to see growth in the five years since, so many companies who were suffering now have a solid three years accounts. A large number of M&A deals are based on the previous 3 years EBITDA figures and so with offer values increasing, the frequency of completed deals has reflected this.

4 Market activity

In 2017 the sector saw 284 deals completed globally 1, an increase in both value and volume, (5% and 18% respectively) from the figures seen in 2016. In particular, shipping and logistics experienced annual growth of over 30% in terms of the number of deals completed. These figures represent a buoyant M&A market for the sector at present and a brilliant time to consider acquisitions or an exit strategy.

• The second half of 2017 saw a small reduction in deal volume, however, deal value increased by 53%2 compared with the first half of the year. This trend was certainly mirrored in terms of our completed deals.

• As expected, strategic investors which tend to be trade buyers represent the majority of deals in terms of volume. Whilst there was an increase in financial investors, usually private equity, hedge funds or family offices, it wasn’t enough to overtake trade buyers, who are still consolidating the sector.

• In terms of global analysis of deals, the UK and Europe lagged behind Asia in terms of volume seeing only 23% of the deals completed, however, this still represents 65 deals being done in the industry.

F REIGHT

Market deal examples

• The largest deal in 2017 was launched in October which saw a bid of $20.5bn for Spanish road transport company Abertis Infraestructuras SA tendered by German transportation and energy conglomerate, Hochtief AG.

• September 2017 also saw another large deal with US firm CH Robinson acquiring Canadian company Milgram & Co.

• Danish forwarder LEMAN continued it’s expansion in the UK, following acquisitions through ourselves of Dalpa and RSH, with another acquisition, purchasing air and ocean logistics company, Maru International.

• Bollore Logistics purchase majority stake in Danish freight forwarder Global Solutions as part of the French company’s “strategic development through external growth”.

• Logistics company Rhenus expand their global reach with acquisition of Brazilian customs clearance company Pirâmide SeaAir

1 PwC - Global transportation and logistics deals insights: Year-end 2017 – Executive Summary

2 PwC - Global transportation and logistics deals insights: Year-end 2017 – Key trends and highlights

Freight Mergers deal examples

Freight Mergers continue to complete transactions and have completed a significant number of deals over the last couple of years. Here are a few examples of deals which we’ve completed to show a range of sub-sectors and values.

Sell-side transactions

5 The buying process

Expressing interest

• Respond to teaser document

• Exchange information including I.M. (information memorandum) and accounts and submit any questions to seller

• Answer any seller questions and qualify funding/interest

Meeting the company

• Arrange and attend an initial meeting

• Introduce senior management and key staff

• Formulate and submit a letter of intent / non-binding offer / heads of terms

Offer finalisation

• Review financials / pre-due diligence and detailed information requests

• Agreeing a valuation in principle; additional meetings if necessary

• Heads of terms submitted

Deal completion

• Due diligence

• Contract writing / solicitors; purchase agreement

• TUPE (Transfer of Undertakings (Protection of Employment)) transfer of employment contracts and other operational tasks

• Completion and exchange of funds

We represent the seller throughout and we find that this provides a great deal of assistance in keeping everything on track to ensure a smooth process. The steps shown form a framework which maintains focus during key stages, from arranging initial meetings to negotiating purchase agreements. Due to the complexity and the plethora of potential stumbling blocks with any deal, a firm set of steps is imperative to ensuring success.

This level of continuity and consistency also gives Freight Mergers an increased level of experience as we see more and more deals follow the steps detailed. Being able to predict and manage the potential issues within a transaction is imperative.

6 The selling process

Desktop review

• Obtain information about your business, including accounts

• Arrange an initial, exploratory meeting to discuss all aspects of what you are trying to achieve with your exit strategy and how best to proceed

• Provide an approximate valuation range and agree on how to conduct the sale and terms of business

Buyer meetings

• We usually get between twenty and fifty initial expressions of interest and we recommend that this be narrowed down to approximately ten buyers with whom to meet

• Arrange a first meeting with the buyer to introduce both companies and meet with the senior management team(s)

• Additional information requested

Deal completion

• Due diligence

• Contract writing / solicitors – purchase agreement

• TUPE transfer of employment contracts

• Completion and exchange of funds

• Heads of terms 1 3 5 2 4

Marketing the opportunity

• Prepare marketing material including a teaser and information memorandum

• Market the opportunity to our current buyers and contacts

• Market the opportunity to a wider audience via online, print and telephone campaigns

• Collate a shortlist of interested parties for review and approval

Offer submission

• Letter of intent (first or indication offer) submitted

• Additional meetings if necessary

• Negotiation of offer structure including valuation, payment terms and earn out

7 Case study 1:

Desktop review

Turnover £5.95m, profit £248k. Two major shareholders, MD and Ops Director, one happy to remain on for a handover period.

Marketing the opportunity

Registered buyer list contacted; FORWARDER feature online and in print; researched/prospected the open market. Shortlist of 32 Initial expressions of interest.

Buyer meetings

Information memorandum and accounts released to 10 buyers – opportunity pitched and discussed with each. Four buyer/seller meetings took place.

Offer submission

One full offer and two indication offers.

Completion

One final offer accepted.

5

Added value

Meetings and desktop review helped identify the level of marketing that would be required, the role of both major shareholders post acquisition and preferred sale method. An expected valuation of £1.24m was suggested based on favourable market conditions.

Added value

Our extensive marketing and research schedule ensured a wide range of initial prospective buyers allowing the shareholders to pick exactly who they wished to open discussions with. In addition a credit check and qualification process ensured these buyers were suitable.

Added value

A firm direction when conducting buyer/seller meetings along with a justified expectation of sale value and structure ensured there was no time wasted meeting with unsuitable Buyers.

Added value

Extensive negotiation during offer process in terms of overall price, payment structure and individual terms ensure the shareholders achieved a deal they were happy with which catered to both individual and separate requirements. The value was over 50% more than initially indicated.

Added value

After the offer was accepted as issues arose with due diligence and primarily legal document writing. Freight Mergers acted as a mediator and ensured any issues were resolved quickly and without tension, keeping momentum and focus. This made sure the deal would be successful for all parties post-acquisition.

Case study 2:

Desktop review

Turnover £6.14m, profit £132k.

One majority shareholder wishing to exit or retire, the other three make up a strong management team staying on under new ownership and relinquishing their shares.

European road freight, haulage 1 2 3

Marketing the opportunity

Registered buyer list contacted; print article in a major publication; website feature. Shortlist of forty-three initial expressions of interest.

Buyer meetings

Information memorandum and accounts released to fourteen buyers – opportunity pitched and discussed with each. Six buyer/seller meetings took place.

Offer submission

One full offer and four indication offers.

Completion

One final offer accepted.

4 5

Added value

Review identified high turnover to comparably low profits meant opportunity represented a reasonably priced acquisition for a large amount of quality business.

Very good name in the industry a predominant selling point.

Added value

Created specific list excluding key competitors and buyers who were initially declined. Majority shareholder made decision to sell/retire without other shareholder as unsure of what would pan out so marketing carried out with utmost discretion.

Added value

The business activities are quite specialised so a shortlist of interested parties put together using our industry knowledge. Specific, mode-related qualification was carried out for each buyer prior to disclosing the information memorandum.

Added value

Indication offers were required before the meeting and were declined outright as the shareholder was very definite in terms of minimum sale price. Negotiation process utilised to remove timewasters.

Added value

Indication offer acceptable so group CEO flown in to conduct second meeting in order to fully appraise acquisition and to sign off final offer. Chasing and negotiation to ensure timely completion of due diligence and purchase agreement.

Appointing Freight Mergers as your adviser

Why choose Freight Mergers?

When it comes to employing someone to do a job for you the important things to consider are industry knowledge, experience and peace of mind. It is important that the company you have entrusted with that job knows what they are doing.

Freight Mergers work exclusively within the freight and logistics sector, so our expertise is not diluted in the same way as general M&A consultancies. With a combined total of over 75 years’ freight and logistics industry experience within the group and an unparalleled knowledge of the industry, Freight Mergers are the market leader in M&A within the global freight and logistics sector.

Industry contacts

Freight Mergers have spent over ten years working with freight forwarders and logistics providers across the UK and globally to assist with their growth plans. Over this time we have built up a database of contacts with which other M&A consultancies are simply unable to compete. We have access to more than sixhundred live, registered buyers.

Marketing

Our marketing strategy is second to none, ensuring that only the right people are made aware of the proposed sale in the right way. Confidentiality and discretion are paramount during this period.

Personal service

Unlike generic M&A consultancies, Freight Mergers are able to assign a Senior M&A Advisor to manage your exit strategy. With this personal service we ensure that the same point of contact will be present for meetings, consultancy and structure to whatever level you require throughout the process. We understand that this is the most important transaction for a company owner and needs to be handled as such.

Increased deal conversion

The general rule of thumb within global M&A is that only 20% of deals are actually completed. There is an infinite number of potential issues within any single transaction and they differ from company to company. Through experience and industry knowledge Freight Mergers know exactly what is required to overcome these stumbling blocks, adapt to new problems, and find creative solutions to ensure that the sale of a company meets the owners’ exacting standards.

Business model

Our industry exclusivity provides an edge within the M&A market which is quite simply unmatched. No other M&A consultancy has a direct line to the globe’s largest freight forwarders. In addition to a registered buyer's list in excess of six-hundred companies, we have a global database with thousands of relevant industry contacts.

Freight Mergers are able to collate a shortlist of interested parties, usually anywhere between twenty and fifty strong, within the space of just a couple of weeks.

9 The right time to sell your company

The right time to begin planning your exit strategy is all down to your own personal and business circumstances.

It is important, however, to understand the value of your business not only to yourself as a generator of income, but to the wider market. Of course, the ideal time for you may not coincide with the most favourable time considering market conditions, and so we believe it is best to take advantage when the market is in your favour. The following seven reasons show why it’s never been a better time to sell your business.

1. The Government’s actions

Under the current Conservative government, and something which has remained in place in the most recent Autumn budget in November 2017, Entrepreneurial Relief currently reduces CGT from 20% to 10%. This clarification of corporate tax policy has ensured a better platform for M&A activity as it provides greater incentive for sellers to make business related share and asset disposals.

2. Buyers looking to diversify

Over recent years , buyers have been acquiring businesses from other, related sectors in order to diversify their service offering. This is also apparent within the freight and logistics sector, with shipping lines looking to provide air freight services, companies starting new divisions in new verticals, and bolt-on business with new services that complement their own all being primary factors driving acquisition appetite.

3. Strategic acquirers

Due to the current climate of consolidation in freight and logistics, buyers are looking to strategically invest in companies that show valid opportunities to increase market share. These types of transactions are seeing an increase in multiples above the current market level as it presents companies with an opportunity to add to their client base and increase their margins utilising an improved buying power.

4. Wealthy companies

Large numbers of cash-rich companies that have experienced recent success, retaining profits during the last few years of economic growth, have funds to invest in new acquisitions. Coupled with interest rates remaining relatively low, and therefore strong support from the UK and global banks, many have acquisition budgets already in place to fund new projects which only adds to the conditions which create competitive tension between buyers and lead to a sellers’ market.

5. Overseas buyers

The current weakness of sterling as a result of the effects of Brexit and the still relatively low interest rates has resulted in assets and business interests within the UK being acquired by international buyers. Freight Mergers have seen an increased demand for the acquisition of UK based companies, particularly from the US and Europe.

6. Minimised taxation (Entrepreneurial Relief)

A key reason business owners consider a sale, rather than retiring with a manager in place, is due to Entrepreneurial Relief, as mentioned above. Subject to certain criteria, sellers are only being taxed 10% of any proceeds of a company sale, up to £10million. When realising the value from the sale of your business this reduced tax liability is imperative.

7. Deal scarcity

As a much lower number of larger deals are available, larger companies have shifted focus to the mid-market. Companies that show strong financial performance have gained an increased amount of interest from many of our clients and other business owners. Now is the time to gain maximum value for your company.

10 The M&A schedule

Average timescales: an approximation of the stages of the process.

Overview

The graph opposite provides a visual representation of the various different stages throughout the selling process in terms of how long each stage will take. Every transaction is different and whilst we do our best to stick to the timescales outlined (which from experience are fairly accurate) all are subject to change.

Some stages will overlap but the general rule is that certain processes need to be completed in order to progress with completing the transaction. A senior adviser will be able to discuss what’s involved in the entire process.

Within 24 hours

Provide you with a draft teaser document for your approval

Your appointed Advisor will also utilise Freight Mergers’ marketing and telesales team throughout the process. This is all done on a confidential basis by highly trained and experienced M&A professionals.

Immediate

Appointment of Senior M&A Advisor to lead the project and be your point of contact throughout terms signed, seller registration and invoice paid

Within 48 hours

Release the approved teaser document to five-hundred trade buyers

Week 1

Collate buyer questions for you to advise on

Weeks 1-4

Present you with a list of buyers who are interested in meeting you

Month 1-2

Agree with you a period of two weeks during which you would be available to meet with a selection of buyers

Month 3-4

Meet and discuss buyers and bids and work on negotiating the price and terms of a deal to suit you

Month 2-3

Arrange a set of second-round meetings with between three and five buyers (we should have an indication of where their bid will be by this point)

Month 4-5

Select the favourite buyer and arrange LOI (letter of intent) and contract to be sent for review

Month 5-6

Acceptance or negotiation of terms; due diligence

Month 6-9

Exchange of money and commencement of transfer

11 Valuing your business

Accountants are usually the first port of call when owners wish to get an idea of the value of their company.

Whilst this may employ many technical methods of valuation the reality is that a company is only worth what the market is prepared to pay for it. Different buyers will value a target company in all manner of different ways and no two offers will be the same. This creates competition which Freight Mergers utilises to maximise the price achieved.

Freight Mergers are seeing an average valuation based on 4–6x adjusted EBITDA for freight forwarders and logistics companies in the current market. There are a number of key factors which we find affect overall valuations and they are as follows:

• Quality of the customer base – spread of clients / percentage of turnover/GP

• Opportunity for profitable growth

• Sustainability of earnings / quality of profits

• Skills of the management and staff

• Succession plan in place following the owner’s exit

• Ease of integration and synergy with the buyer

• Proven track record: history of profits, previous growth and winning new business

• Positive balance sheet / working capital and cash reserves

There is no strict rule when it comes to how a buyer values a business or how they structure an offer but the following formula is a good indication:

Formula

Agreed adjusted EBITDA £ x agreed multiple + net balance sheet value + additional assets

= Total estimated value

Ultimately a company is worth what the market is prepared to pay for it.

12 Finding & selecting buyers

In order to source a range of genuine, relevant buyers there is no substitute for the niche industry specialism Freight Mergers are able to provide.

Working exclusively within the freight forwarding & logistics sector we have unparalleled knowledge of the market and are in the best possible position to find buyers for your company.

Our comprehensive client list and contact database utilised within our marketing process generates potential targets through a combination of the following:

• Desktop review

• Sector expertise

• Discrete enquiries to our vast network of contacts

• Market news

Buyers are researched in terms of their relevance to the opportunity, appetite for the acquisition and financial position. Buyers are sourced from these categories:

• Strategic buyer

• Direct competitor

• Overseas investor

• MBO or MBI

• Private individual

Selecting buyers

Direct competitor

• Understand the vertical or mode handled

• Easy to identify

• Increased synergies with agents, shipments, trade routes, etc.

• Confidentiality is key

Strategic/synergistic buyer

• Confidentiality still of importance

• Potential for complementary synergies

• Management capability is more important

• Matching corporate culture

Overseas buyer

• Fewer preconceptions of seller

• Legal/cultural issues

• No UK presence; cross sale

• Currency exchange rates between countries

MBO or MBI

• Maintains confidentiality; no marketing requirement

• Requires strong, well-funded management team

• External funding issues

• Reporting and controls post-acquisition

Private equity / venture capitalist

• Usually beneficial to non-retirement sales

• Capital for growth; remove risk

• Management team to remain

• Normally look at companies with EBITDA of £2m or more

Private individual

• No company infrastructure to provide synergy

• Personal guarantees required

• Quick decisions with little to no red tape

• Strategic input

13 Structuring a deal

There is a variety of different ways to structure a company acquisition and no two M&A deals will be the same. Here are a few examples of the different deal structures we tend to see.

Earn outs

This is by far the most common deal structure we see within the freight industry. The majority of freight business is non-contractual and is reliant on the service provided by that company and its staff, in addition to rates and prices. As a result there is an increased risk when acquiring a company within this sector, which is reflected in an increased desire to retain the owner(s) for a period of time before they leave completely. The most effective way of balancing this is through a deal consisting of an initial percentage paid up front followed by scheduled (usually performance-related) payments over an agreed number of months or years.

Deferred payments

Similar to an earn out structure, deferred payments are paid out again over an agreed number of months or years. However, unlike payments linked with the performance of a company (usually the bottom line profit figure) they are predetermined amounts paid on a deferred basis. Deferred payments are often financed via a loan or are paid out of future profits of the acquired company.

Elevator deals

These types of deals are more relevant to owners looking to stay within the business after it is sold, cashing in some of the current value of the business whilst retaining a level of equity. Such deals provide a vehicle for expanding future growth prospects through increased funding, larger networks, and more buying power. This is often suitable for businesses during the early stages of growth, younger sellers, entrepreneurs and enterprises.

Cash

Essentially this is a deal with the full purchase price being paid on completion. This allows the seller to leave immediately and hand full control over to the buyer. A good option when retiring but one which is very rarely, if ever, seen within the freight industry.

Mergers

This is a deal where two or more companies combine to form a new, separate entity in which there is usually an equity split between the relative owners. Mergers can sometimes simply occur with two or more companies bringing their business together with one ‘acquiring’ the other but with both or all parties’ owners staying on.

14 Our terms of business

As you can imagine it’s a huge task and we do our utmost to allow you to focus on your own EBITDA to achieve maximum sale price.

Initial fee

Our Initial fee covers:

• Access to our database of over six-hundred pre-qualified trade and non-trade buyers

• Advertising and marketing costs for promoting the opportunity to key industry buyers

• Preparation of marketing material including executive summary and information memorandum documents to assist with the sales process

• Up to nine months of active marketing including telesales, direct mail and email promoting the business to prospective buyers

• Travel expenses to and from buyer or seller meetings

• Assistance through the negotiation, due diligence and completion process

Our Initial fee shows us that you are committed to the sale; it is payable at the commencement of the seller agreement.

Success fee

We charge a success fee, which is a percentage of the total consideration. This is easily covered as we normally achieve 25% more for your company compared with using accountants or opening up to a direct approach.

Our weekly contact with the key, industryspecific buyers allows us to match buyer with seller perfectly. The end result is a higher multiple paid for the company due to buyer /seller synergy.

On the date of completion and exchange of funds our percentage of the total deal (the success fee) is paid to us directly by the seller.

Our relationship with our buyers is very important to us and it is imperative that the sellers are fully committed to selling before we proceed.

Ideally we welcome the opportunity to meet with you at a convenient location and time. An initial meeting usually takes no longer than an hour or two and confers no cost or obligation to you, with confidentiality and discretion of utmost importance.

In addition to this it is useful to be able to review some preliminary information about your company, including recent accounts and any relevant marketing material in order to provide a brief desktop review.

We are also able to provide a valuation estimate of your company which we will be able to discuss in detail, along with any other questions / queries you may have or topics you wish to cover.

16 Buyer mandates

Freight Mergers also provide buy-side solutions for companies with aggressive growth plans.

We market a portfolio of companies that have signed a seller mandate for sale on a quarterly basis. However, there is a large number of other company owners making up our new business pipeline that are either in the process of considering options, aren’t ready to go to the market to source buyers or have asked to be contacted only by a select few specific buyers.

Through our Buyer Mandate service we are able to introduce these companies on an exclusive basis as potential acquisition targets. In addition to these companies we also utilise our extensive marketing strategies across multiple platforms to go out to the market confidentially in order to source additional target companies.

Freight Mergers work to your specification and criteria, using thorough and diligent qualifying techniques in order to ensure that you are only presented with viable targets.

The benefits of your working with us under a buyer mandate

• Freight Mergers represent you throughout the process, not the seller

• You will be given first refusal on any acquisition opportunity we present to you

• There is a massive time saving as there is no bidding process to manage

• Freight Mergers will run a targeted telemarketing campaign that suits your specific requirement, based on turnover, location or vertical specialism

• We can also approach direct competitors in a strictly private and confidential manner upon request

• The service will continue until you have made a successful acquisition

• You will have far greater control over the process

• Guaranteed delivery

This service is ideal for any freight forwarder that is serious about acquisition and is looking for guaranteed results quickly.

17 Buyer mandate terms

For buyers it’s often difficult to find and approach a target company directly. Freight Mergers remove the hassle and replace it with options.

Initial fee

• Our Initial fee covers:

• Access to tens of thousands of industry contacts

• Advertising and marketing costs for promoting the opportunity to key industry contacts

• Preparation of marketing material including executive summary documents and information memoranda to assist with the sales process

• Extensive and continuous active marketing including telesales, direct mail and email promoting the opportunity to prospective sellers

• Travel expenses to and from seller and buyer meetings

• Assistance through the negotiation, due diligence, and completion process

Our Initial fee shows us that you are committed to the buy-in process; it is payable at the commencement of the buyer mandate agreement.

Success fee

We charge a success fee, which is a percentage of the total consideration. This is easily covered as we provide target companies which aren’t otherwise on the market and normally negotiate a total valuation factoring in any fees. Our regular contact with company owners allows us to match sellers with buyers perfectly.

On completion date and exchange of funds our percentage of the total consideration is paid to us directly by the buyer.

Our relationship with our sellers is very important to us and it is imperative that the buyers are fully committed to making acquisitions before we progress.

Please don’t hesitate to contact us with any questions or enquiries you have about the value of your business or the opportunities we’re currently working on.

Phone

+44 (0)7760 484848

Email enquiries@freightmergers.com

Web freightmergers.com

Address Freight Mergers 8 Apex Court Woodlands Bristol BS32 4JT