You have built a successful public limited company and are now considering selling it? Whether due to retirement, lack of succession, or a desire to pursue new challenges—the sale of a public limited company requires thorough preparation. We show you what matters to achieve the optimal purchase price and pass your life's work into good hands.
The Starting Point: Reasons for Selling a Public Limited Company
There are many reasons why entrepreneurs decide to sell their public limited company. Common motives include:
- Retirement planning when no family succession is available
- Lack of strength or health to continue operations
- Desire for change and new direction
- Need for capital for other projects or personal wealth
- Shareholder conflicts or differing strategic visions
- Declining competitiveness and future prospects
Regardless of the individual reasons, it is crucial to be clear about your goals and carefully plan the sales process. Only in this way can an optimal outcome be achieved for all parties involved.
The Sales Process: How to Sell Your Public Limited Company Step by Step
Selling a public limited company is a complex process that can span several months or even years. It can be simplified into the following phases:
- Decision and Preparation
- Clarify goals and motives
- Analyze and prepare the company
- Review assets and finances
- Determine company value
- Prepare sales documents
- Define communication strategy
- Marketing and Buyer Search
- Identify buyer groups
- Activate contacts and leverage network
- Distribute anonymous teaser exposé
- Maintain confidentiality
- Qualify inquiries
- Negotiations and Due Diligence
- Sign confidentiality agreement
- Provide detailed company documents
- Exchange price expectations
- Conduct negotiations
- Clarify warranties and guarantees
- Consider tax aspects
- Contract Signing and Handover
- Sign letter of intent
- Negotiate purchase agreement
- Obtain board and shareholder approvals
- Fulfill contractual conditions
- Process purchase price
- Initiate operational handover
Depending on the situation and interests, the process may vary. In any case, it is advisable to be supported by experienced M&A advisors, attorneys, tax experts, and auditors. They ensure that no important points are overlooked and help accelerate the sales process.
The Options: Share Deal or Asset Deal?
When selling a public limited company, two transaction types are generally distinguished: the share deal and the asset deal.
In a share deal, the company shares—i.e., the stock of the corporation—are transferred to the buyer. The public limited company remains as a legal entity; only ownership changes. All assets, contracts, and liabilities transfer unchanged to the new owner.
In contrast, an asset deal involves selling individual assets and contracts, such as machinery, patents, or customer relationships. The company itself remains with the seller and is usually liquidated later.
In practice, the share deal is by far the more common sales method, especially in succession solutions for medium-sized businesses. The reasons lie in simpler execution, greater transaction security, and not least, tax advantages.
The asset deal is mostly used when spinning off parts of a business or restructuring in crisis situations. For the seller, it is generally less attractive due to double and multiple taxation.
The Valuation: What Is My Public Limited Company Worth?
One of the most important and at the same time most challenging questions in a company sale is the purchase price. Sellers and buyers naturally have different price expectations. To obtain a realistic value indication, various valuation methods are commonly used:
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Income Approach: Determining company value based on future earnings. Common methods include discounted cash flow and capitalization methods.
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Asset-Based Approach: Valuation based on existing tangible and intangible assets.
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Multiplier Method: Deriving company value from market data of comparable transactions, e.g., based on EBIT(DA) or revenue multiples.
As a rule of thumb: the higher the substance and earning power, the higher the achievable purchase price. But "soft" factors such as competitive position, innovation strength, and management quality also influence the value.
To professionally and objectively determine the market value of your public limited company, a valuation by a specialized M&A advisor is recommended. They combine suitable methods, conduct plausibility checks, and benchmark the result with current comparable transactions.
Taxes: What Should I Watch Out For?
A significant and often underestimated factor in company sales are the tax consequences. While capital gains from selling a public limited company are generally tax-free for private individuals, there are a number of exceptions and special regulations.
For example, an "indirect partial liquidation" can trigger taxation if the buyer transfers assets and thereby uncovers hidden reserves. Also, converting a partnership into a public limited company within the last five years may result in retroactive taxation.
It is also essential to consider lock-up periods during restructurings, shareholding thresholds, and the (planned) use of the sale proceeds. For internationally active corporations, transfer pricing and double taxation treaties must also be taken into account.
To avoid unpleasant surprises, you should involve an experienced tax advisor early on. They can review the structures, identify optimization potential, and accompany the sales process from a tax perspective.
Our Offer: How We Support You in Selling Your Public Limited Company
As a specialized M&A advisory, we support entrepreneurs and shareholders with a comprehensive range of services around the sale of public limited companies:
- Preparation of succession checks with sellability analysis
- Development of company valuation and market price assessment
- Preparation of professional sales documents
- Identification and approach of suitable prospective buyers
- Support throughout the entire sales process
- Facilitation of negotiations
- Drafting and reviewing contracts
- Project management up to handover
We draw on a broad network of strategic and financial investors as well as numerous successfully completed transactions across various industries—from IT service providers to mechanical engineering companies to tax consulting firms.
Whether sole proprietorships, management buy-outs, restructuring cases, or family businesses: we find the right buyer for every company at an attractive price—discreetly, competently, and with passion.
Whether you simply want to learn about your company’s sales options or are already preparing a sale: Schedule an appointment now with one of our experienced M&A experts. In a non-binding initial consultation, we will analyze your situation together and outline possible courses of action. We look forward to meeting you!