Indutrade has a long record of experience in company acquisitions. During the last decade more than 100 companies have been acquired. These acquisitions have accounted for a large share of Indutrade’s sales growth. Future growth is also expected to be achieved in part through company acquisitions.
Indutrade is a long-term owner, and the companies, once acquired, are not subject to further sale. The acquisition strategy is based on a two-pronged approach:
Acquiring niche technology companies in countries with a strong trading tradition. Examples of such countries are Benelux, Denmark, Norway, Sweden, Finland, Switzerland, the UK, Austria and Ireland.
Acquiring international niche companies who manufacture their own brands or proprietary products.
The goal is to acquire a number of companies each year with net sales of £3-20m STG / €4-25m EUR each. By virtue of its strong acquisition history, its size and its good reputation, Indutrade has the experience and conditions needed to carry out value-creating acquisitions.
We purchase profitable, well-managed companies that are able to continue business as usual and keep their name, culture and management after the acquisition. Over the years, we have developed an acquisition process for analysis, completion and implementation. This process enables a structured acquisition procedure and quality assurance for the acquisitions that are completed.
The process can be divided into the following five steps:
Indutrade strives at an early stage to engage in dialog with the owners of potentially attractive companies. By doing so, Indutrade is often a natural partner for the owners when discussing the possibility of a sale. At any given time, Indutrade is engaged in discussions with several acquisition candidates.
Potential acquisitions are evaluated on the basis of such parameters as market position, the attractiveness of the market segment, customers, competitors, the key supplier’s strategic and technical focus, repetitive elements in the product offering, financial position, history, the continued commitment of key individuals and what added value the company can generate for customers and suppliers. A thorough evaluation minimises the operational and financial risks associated with an acquisition.
The primary purpose of the negotiation phase is to ensure that:
The acquisition can be completed at a price that generates incremental value. Indutrade conducts acquisitions using multiples, which means they contribute to the Group’s results from the very first day.
The commitment of key individuals continues after the acquisition. Since the key individuals are often partners of the company that is acquired, an acquisition structure with contingent earn-out payments is usually applied. Key individuals are thereby provided with an incentive to continue working in the Group and to contribute to continued growth.
Upon acquisition of trading companies, the acquisition candidate’s key suppliers must consent to the acquisition. This is essential for ensuring that existing key product agencies are not lost.
In conjunction with an acquisition, a plan is established for how the acquired company can be further developed after the acquisition is completed. The action plan is focused and primarily targets three areas:
Customers and suppliers – broadening of the customer base and product range. Organisation – efficiency, with the main objective of increasing the focus on customers and sales. Costs, margins and capital efficiency – to boost profitability and ensure a stable financial position.
New financial targets and activity plans are adopted. The targets are adjusted to the company’s conditions.
Group management and the management of each business area engage in ongoing dialog with the company’s management. The operational management is target-oriented with focus on growth, margins and working capital management.
Indutrade comprises nearly 200 companies and most have become part of the Group through acquisition. Over the past three years, Indutrade has acquired about ten companies per year on average. Each company has its own MD, who is ultimately responsible for managing the operations. A typical Indutrade company generates annual sales of between £4-16m STG (€5-20m EUR) – an amount that enables each MD to maintain overall control and quickly adapt the business to customer requirements. All companies define their own profitability and growth targets, which means that while some may be cutting back on costs, others are investing in more personnel.
The two keywords – Acquisition and Develop – summarise how we work.
The best decisions are made by the people who best understand customer needs and processes. Since its inception in 1978, our philosophy has therefore been to run a decentralised organisation, in which financial responsibility is delegated to the subsidiaries that generate the business transactions, earnings and cash flow.
All of our companies are responsible for their own profitability, which promotes flexibility and a strong entrepreneurial spirit.
Remain independent after acquisition
Our companies enjoy considerable freedom, which promotes customer adaptation and flexibility and provides ideal conditions for retaining an entrepreneurial spirit within the organisation. Moreover, the self-determination exercised by the MDs of our subsidiaries is also an important factor for retaining key employees in acquired companies. In our acquisition model, acquired companies retain their name, culture and management when they become part of the Group. Acquired companies are not divested.
Strong culture characterises the Group
We conduct a thorough assessment of potential acquisitions. In addition to meeting requirements for financial performance, the acquired companies must also have a highly skilled management team, be characterised by a genuine entrepreneurial spirit and possess deep technical expertise. They should preferably hold a leading position in their own particular niche. The most important factors in an acquisition process are possibly culture and values. Indutrade therefore devotes a great deal of time in the initial stages to meeting the management team and key employees in order to create mutual awareness and understanding. It is vital that acquired companies understand how Indutrade works. Acquisitions can only be successful when both parties have a similar understanding of our basic values.
Agencies and proprietary products
We strive for a balance between companies that primarily conduct sales of technological solutions, and companies with their own products and brands. The proportion of Group companies with proprietary products has gradually grown and now accounts for nearly 40% of consolidated net sales.
We focus on sales of products in niche markets where a leading position can be achieved. Our strong market positions are usually a prerequisite for high profitability. They also make it easier to attract the best suppliers, which further consolidates our position.
Established companies reduce risk
Our business risk is minimised by acquiring companies with established customer relationships, high profitability and a market presence. This is also strengthened by companies that share our culture and business ethics.
Our companies vary in size, but usually comprise 15-40 employees, most of whom are sales engineers or technicians. Most companies have developed deep and long-standing relationships with customers and suppliers over a number of decades, and have gradually become specialists in their field of technology.
The business of technology sales companies usually revolves around a few strong, well-established suppliers, complemented by a number of small agencies. Manufacturing companies are also characterised by long-standing relationships with customers and subcontractors, and refine their focus to a limited number of product lines.
Focus on profit margins and growth
The role of the Parent Company and the business areas is to support the companies with industrial expertise, financing, business development and performance management. Performance management focuses on the objectives of growth, profit margins and capital efficiency. Our companies can also benefit from comparisons and an informal exchange of ideas and experience between each other. In 2006, an annual internal benchmarking system was introduced in the form of a ranking list to clarify the objectives for the companies, and to keep the companies’ MDs informed about best practices in other Group companies.
Our goal is that products and services meet or exceed customer expectations. As a result, high quality is always prioritised. Customers should associate Indutrade with quality products, reliable delivery, excellent technical support, and positive and professional service.
Acquisition Case Studies
ABIMA Holding AG
Total sales, Indutrade Switzerland: EUR 75 million 2013
Number of employees: 270
Number of acquired companies: 4
Total sales of acquired companies at time of acquisition: EUR 16 million
At the turn of the year 2010/2011 Christian Salz sold his Swiss family business, ABIMA Holding AG, to Indutrade. “At the age of only 55, my intention was not to sell the company. But I really liked Indutrade’s business model, and today I am very happy to have sold the business to Indutrade,” says Christian Salz, who now divides his time between his old company and finding new companies for Indutrade to acquire.
Christian Salz’s company resembled Indutrade in structure and philosophy, although it was far smaller. In 2010 his group consisted of six Swiss-based companies with total sales of about EUR 48 million. Just like Indutrade, he practiced a completely decentralised management model where the companies each had their own culture and managed themselves. The only centralised functions were finance and IT.
A sale that offered solutions
“When I met Indutrade I wasn’t actually planning to sell, but I realised that with Indutrade I could expand much faster,” Christian explains. “I was also able to solve the succession issue. I once took over the company from my father, but I wasn’t sure my own children wanted to take over in the future. Through the sale, they are relieved of that pressure and can freely find their own paths in life.” Thanks to Indutrade’s decentralised business model, Christian Salz can run his company just like before. But he is also looking for new, potential acquisition candidates on behalf of Indutrade. “I spend approximately 60% of my time searching for other companies to acquire,” he says. Christian looks for companies similar to the ones already in the Indutrade Group, particularly in medtech and flow control. They should be well managed, profitable and have sales of EUR 5-50 million. Each year, he scrutinizes some 30 to 50 companies. “But you have to kiss many frogs during the process,” he says. So far his search has resulted in four acquisitions.
Benefits of selling to Indutrade
“The incentives of selling to Indutrade are several,” Christian assures. “It gives you an opportunity to expand at the same time that you can keep your own company culture and way of doing business. As a trading company you can find new products from your sister companies in the Group that you can bring into your own market, and as a manufacturing company you gain access to new markets. A sale will also solve any succession problems, and you get a stable, listed owner that takes long-term responsibility for the company’s future.” Owning and leading a company can be lonely at times. “While being able to run the company independently, as part of the Indutrade Group, you’ve always got a helping hand,” Salz explains. “With nearly 200 companies in the Group, there’s no doubt you’ll find others who have faced the same problems as you. You just have to pick up the phone or raise your question at the annual meeting for all company presidents. Everyone is eager to help and share their experience.”
“As a trading company you can find new products from your sister companies in the Group that you can bring into your own market, and as a manufacturing company you gain access to new markets.”
Although the acquisitions Christian has initiated to date are in Switzerland, he also has an eye out for companies in other markets.
“Germany and Austria have a lot of interesting companies that could fit well into Indutrade’s model,” he explains. “The same goes for northern Italy, where I have looked closely at a handful of companies. No deals have been made yet, but I am sure they will come.”
G.A. Lindberg ChemTech AB is a leading supplier of chemicals in Sweden. “We work closely with our customers and have a reputation for being down to earth and reliable at the same time that we are flexible and problem solvers,” says Stefan Pettersson, Managing Director.
G.A. Lindberg sells lubricants and adhesives to practically all sectors of Swedish industry. The largest customer segments are the electronics, energy and automotive industries.
“A large share of our products are sold via dealers,” Stefan explains. “It is a good way for us to handle logistics; through the dealers we can be close to the customers regardless of where in the country they do business. We usually say that our products should never be more than ten to twenty minutes from a customer. Despite this, we do not forget the importance of having our own close relationships with the end customers.”
Why was the company sold to Indutrade?
G.A. Lindberg was acquired back in 1984, by Nils Dacke AB, which subsequently became Indutrade. The reason is that there was no one in the former owner’s family who could or wanted to take over the business. Selling the company became a way of ensuring its future.
“At times we see ourselves as the odd man out in the Group, with a slightly different way of doing business. But this has never entailed any problems; I feel that we have quite a bit of leeway in Indutrade.”
What has Indutrade added?
“Indutrade has given us the tools to use what we already have in a way that has enabled us to grow and be better,” says Stefan. “We have obtained help with our financial structure and in structuring things in a more orderly way. Above all, they have gotten us to think long-term and strategically, all the while that we have been spurred to perform and do a good job. Many of our customers buy products and services also from other Indutrade companies, which is good. Indutrade has a good reputation in the market, and we are proud to be part of the Group.”
How has G.A. Lindberg developed since Indutrade’s acquisition?
“We have grown considerably. Since 1990 our sales have quadrupled at the same time that we have maintained our profitability – something that we are very proud of,” comments Stefan. “At times we see ourselves as the odd man out in the Group, with a slightly different way of doing business. But this has never entailed any problems; I feel that we have quite a bit of leeway in Indutrade. We have a large measure of freedom, but of course with responsibility. The Group also has a strong sense of community, with a generous and fruitful exchange of experience and ideas among the companies.”
What does G.A. Lindberg’s future look like?
“We will continue to grow organically – at the moment we are focusing on growing our sales in new segments in the automotive industry,” Stefan explains. “In the longer term, we may also consider making further own acquisitions, but we will definitely stick to what we are already good at. We have found our segment, where we do well, and all growth will take place with this as a base.”
Beneficial for entrepreneurs
Stefan Pettersson has no doubt that Indutrade’s decentralised management philosophy benefits the entrepreneurial spirit, explaining that he has worked for G.A. Lindberg for 25 years and that he still loves it. “I have heard many owners say that they will only stay on a few years after they have sold to Indutrade, but most continue working considerably longer than they had originally thought. And as we all know, time goes fast when you’re having fun!”
ESI Technologies is the leading supplier of process equipment to the chemical, pharmaceutical and biotechnology industries in Ireland. “We have built an enviable portfolio to satisfy our end-user requirements,” says Morgan O’Brien, Managing Director.
ESI is structured in eight divisions, so that each product type is supported by product specialists who can focus on and understand the customers’ requirements. In addition, the company has a customer service & support department to further ensure customer satisfaction. “With such expertise, we pride ourselves as being more than equipment suppliers, but solution providers,” says Morgan. Via its subsidiary ESI Process UK, the company has recently begun to replicate its successful business model in the UK, which is a far larger market. An indication of early success is the fact that ESI has already signed Preferred Vendor agreements.
Why was the company sold to Indutrade?
“The execution of our strategic plans for expansion in the UK and wider afield required not only financing, but skill sets which ESI did not have,” Morgan explains. “Were we to implement the plans on our own, it would have taken far too long. When Indutrade explained its business company philosophy, it fitted exactly with ESI’s requirements”.
“An indication of early success is the fact that ESI has already signed Preferred Vendor agreements with some of the largest chemical and pharmaceutical companies in the UK.”
Why did Indutrade want to acquire ESI?
ESI met all of Indutrade’s criteria as an attractive acquisition candidate. The company was well managed, profitable, and its management wanted to stay on and contribute either to the growth of their own company or that of the wider Indutrade Group. With ESI Indutrade also strengthened its platform for further growth in the UK and Ireland.
How has Indutrade contributed?
People in the industry – manufactures and distributors alike – are well aware of Indutrade and its business model. There are few manufacturers in the process industry in Europe who are not already represented by an Indutrade company.
“Hence, when ESI presents expansion plans or acquisitions, the door is normally open and the process can be accelerated. Potential customers or acquisition candidates know we are serious when we present a proposal,” says Morgan. “The financial muscle provided by Indutrade also facilitates our growth. We have exciting expansion plans in several areas, including the UK and Ireland, as well as in the biotech and life sciences industries.”
What is in the future for ESI?
In the near term ESI’s focus on growth will be in the UK, where the sales potential is several times larger than in Ireland. The UK market is presently served either directly by manufacturers or by smaller distributors with limited offerings both in terms of products and geographical coverage. So the prospects for ESI are good. In the long term, ESI is looking for other companies whose owners and management have a vision, motivation and skill sets to grow their companies. The challenge is in finding them and presenting them with the Indutrade model. “A model that will allow them to fulfil the potential not only for their companies, but themselves as well,” says Morgan O’Brien.