Business acquisition negotiations at a conference table
    Services · M&A Buy Side

    Buying a company — acquisitions and add-ons, executed with rigour.

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    • More than 15 years advising owner-managed companies in the German-speaking region
    • Over 100 completed transactions
    • 100 % independent — no bank, no fund
    • Confidential from the first conversation

    Acquisitions are one of the most powerful growth levers — when they are strategically right, fairly priced and can actually be integrated. In the DACH region the most attractive targets are rarely on the open market; they can only be reached through a systematic, discreet target search.

    IGCP Capital Partners has supported acquirers on acquisitions and add-on purchases for more than 15 years. Across more than 100 M&A processes we have structured search work, negotiations and contract closings — independent of banks and investors, exclusively on the buy side.

    Acquisition as a growth strategy

    A good acquisition expands your business faster than organic growth could: new markets, technologies, customer access, employees with scarce know-how, or scale benefits in the existing structure. The prerequisite is an honest M&A strategy — the sober question of what you are buying, why, and what the integration plan looks like.

    Add-on acquisitions — the targeted purchase of smaller companies fitting a platform — are a proven model especially for owner-led companies and in buy-and-build strategies of private equity firms. They work because size, market and know-how benefits compound with each acquisition.

    From search profile to closing

    A professional buy-side process follows a clear sequence. It begins with the search profile: sector, business model, size band, region, complementary soft criteria. From this profile we build a long list of potential targets, which we prioritise into a short list.

    Next comes the discreet outreach to owners — usually via personal first contact under strict confidentiality. From their reactions a pipeline of qualified conversations develops.

    When there is serious mutual interest, due diligence begins — the structured review of the target across finance, legal, tax, market and operations. What due diligence specifically means and what buyers should look out for is explained in What is due diligence?.

    Negotiation of the share purchase agreement (SPA) and closing follow. Tax and legal structuring as well as contract documentation are handled by tax advisors and lawyers — IGCP negotiates the commercial terms and steers the overall process on behalf of the buyer.

    When the existing management team buys the company, financing and valuation follow their own rules — see Management buy-out. The review itself is part of our due diligence support.

    Taking over a business in Austria and Germany: formalities and liability

    In Austria the transfer of GmbH shares requires a notarial deed (§ 76 para. 2 GmbHG) and the new shareholder is registered in the Firmenbuch. In an asset deal the acquirer takes over the business-related contracts under § 38 UGB and is liable for the seller's existing debts unless liability is excluded, registered and communicated; § 1409 ABGB adds a mandatory liability for debts the acquirer knew or should have known about, capped at the value of the assets taken over, and further liabilities for taxes (§ 14 BAO) and social security contributions (§ 67 para. 4 ASVG) can be limited through timely clearance requests. Employment relationships transfer under § 3 AVRAG, and the trade licence is personal — the acquirer needs a licence of their own or appoints a licensed managing director.

    In Germany the transfer of GmbH shares must be notarised (§ 15 GmbHG) and the shareholder list filed with the commercial register is decisive. Whoever continues a business under its existing trade name is liable for the previous owner's business debts under § 25 HGB unless otherwise agreed and registered; § 75 AO makes the acquirer liable for business taxes of the current and the preceding calendar year, capped at the assets acquired; and § 613a BGB transfers all employment relationships to the acquirer. These statutory liabilities are the reason buyers insist on warranties, indemnities, retentions and escrow — and why due diligence is never a formality. Further reading: Business takeover: what buyers must check first and the acquisition process step by step.

    What makes a good acquisition

    A good acquisition is not decided by price alone, but by three questions: does the target really fit the strategy? Are the assumptions on synergies, growth and risks robust? Can the company actually be integrated — culturally, organisationally, technically?

    The most expensive acquisitions are the ones where one of these answers was not given honestly. We therefore deliberately take time for the strategy and pre-screening phase — and walk away when a target is available but not right. Our success is measured by the outcome after the transaction, not by deal count.

    Frequently Asked Questions

    How do I find suitable target companies?
    A systematic target search starts with a precise search profile: sector, business model, size range, region, soft criteria like culture and ownership structure. From this profile we build a long list of possible targets, approach them discreetly and qualify them in several stages. The truly attractive companies are often not on the open market — they can only be reached through direct, confidential outreach.
    How long does an acquisition take?
    From sharpening the search profile to closing, buyers should realistically plan for nine to eighteen months. Target search and initial outreach often take the largest share, because serious sellers need time and weigh parallel options. After agreement in principle, due diligence, contract negotiation and closing typically take three to six months.
    What does buy-side advisory cost?
    Typically a manageable retainer for the search phase combined with a success fee payable only on closing. The exact structure and amount depend on the search profile, complexity and depth of support — we discuss approach and fees transparently before any engagement.
    What is the difference between an acquisition and a business takeover?
    Economically they are the same transaction: an existing company changes hands for a price. "Acquisition" is the language of a company that buys to grow; "business takeover" is what an individual says who steps into an existing business as an external successor, typically through a management buy-in. Legally both run as a share deal or an asset deal; the differences lie in financing, in the handover period and in the statutory liabilities the buyer assumes.

    If you are considering an acquisition, we will refine strategy and search profile with you — confidentially and without obligation.

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