5. Key Considerations and Notes on the Company Offer

The company offer should include the proposed selling price as well as other essential aspects and transaction conditions. In this context, particularly important are mentions of: the transfer deadline, the seller's role after the sale (transitional handover, period during which compensation will be paid to the transferor), information about the transfer either with or without debts (liabilities), and the often overlooked note about the legal structure of the entire transaction. A distinction must be made between an asset deal (transfer of company assets) and a share deal (transfer of company shares/interests).

In the case of a share transfer, the contractual relationships of the capital company remain legally unchanged from a legal perspective; only the company's owner changes. In the case of an asset transfer, the business assets (including customer, supplier, and employee relationships) are transferred to another company. This option is somewhat more complicated because it is necessary to ensure the continuity of existing contractual relationships, as the contracting party has changed. In the event of a negative response, customers and suppliers have the right to terminate contracts, and employees have the right to severance pay. These situations are often risky for the buyer and may lead to the entire sale not being completed.

An overall assessment of this issue is only conducted after a thorough analysis of the specific case. Synergy effects should be mentioned, as they are often used as an argument when negotiating an inflated purchase price. Patents are frequently cited as an example, where only the value that has a direct connection to the company's financial results is taken into account. This means that the costs and revenues from these patents are directly reflected in the income statement. If this is not the case, they are irrelevant to the acquirer because the company has failed to convert them into indisputable monetary value. Patents should not be included in the purchase price, even if the buyer will be able to use them in their business and they will generate added value.

The situation would be different, however, if newly developed patents were involved, with future potential for creating added value for the business. Hopefully, there is no buyer who would pay a purchase price based on some unsubstantiated business plans that, in their opinion, could generate utopian future profits. In most cases, the approach is that the purchase price is based on the actual state, adjusted for potential improvements with regard to theoretical future profits. With this, the preparatory work for the company sale is complete, and the actual marketing can begin.