“This wasn’t our first collaboration. The seller, the majority shareholder of the holding company that owned Risterm, had already sold two of his subsidiaries with BestValue’s help. In 2020, he turned to us once again to sell the third and final entity of his holding, Risterm, a company specializing in industrial valve maintenance with around sixty employees.”

A look back at the sale process with Antoine Renier, Managing Partner and lead advisor on the transaction.

Antoine, what were the seller’s expectations?

In this case, the seller was quite open regarding the buyer’s profile and had no particular time constraints. However, he had one very clear, and I dare say non-negotiable, condition: the sale price. He even authorized us to disclose it upfront, which is quite rare.

What role did you play as an M&A expert?

I would say we played several roles throughout the process.

First, we acted as informants. By conducting a comprehensive assessment, we provided the seller with all the necessary insights to decide whether or not to initiate the sale. One of the key insights is, of course, the valuation—an estimate of the price the seller could expect to receive. This stage also involves drafting an information memorandum to present the company to potential buyers.

Then comes the stage of buyer-seller meetings. During these first discussions, we remain in the background while ensuring we are available to step in if needed. The two parties must get to know each other and exchange information without a third party imposing structure on the conversation.

After these initial meetings, we take on our primary role as negotiators and simultaneously act as the seller’s coach. Our goal is to secure the best offers, analyze them based on the type of transaction (sale of the holding company, the operational entity, with or without real estate assets), and advise the seller on selecting the most beneficial offer.

Once a preferred buyer is chosen, a second, more complex and intense negotiation phase begins. At this stage, we act as facilitators, ensuring smooth communication between parties as discussions can become heated. It is precisely at this moment—when the sale becomes real—that tensions tend to rise. Our mission is to help both sides navigate these delicate negotiations.

We also serve as interpreters. Sale agreements can be complex and full of technical jargon, so we translate legal and financial terms to ensure the seller fully understands the commitments being made.

What was the outcome of Risterm’s sale?

Ultimately, Risterm was acquired by a competitor who made an offer at what we call the “higher end of the valuation range.” In a highly specialized sector like industrial valve maintenance, this makes perfect sense: acquiring a competitor justifies offering a slightly higher price to secure the deal.

Is selling to a competitor a common scenario?

Yes. It allows the buyer to strengthen their market position in a single transaction, expand their service offering, leverage synergies within their group, or simply eliminate a competitor.

Is selling to a competitor always an easy choice for the seller?

Not always. It’s rarely the seller’s preferred option initially, but we believe it should never be ruled out. After all, who is better positioned to ensure the continuity of your business than a competitor who understands its operations?

In Risterm’s case, out of four offers received, three were significantly below the seller’s expectations. The financial argument was a key factor in the final decision.

What precautions should be taken when selling to a competitor?

There are two crucial principles we always emphasize:

• “Until it’s sold, it’s not sold!” Before the deal is finalized, we strictly limit access to sensitive company information. We must ensure that a potential competitor-buyer does not gain an unfair advantage if the sale falls through.
• “Selling to a competitor is an option, but only if the seller is fully prepared for it.” Competition may have been intense for years, so before committing to the process, we openly discuss the implications with the seller. Our role is to reassure them and anticipate the necessary steps, particularly regarding employee communication, to ensure a smooth transition. The goal is for the seller to feel comfortable with their decision, regardless of the outcome.

Did working with a business transfer expert make a difference in Risterm’s case?

Absolutely! A company like Engie typically seeks to acquire larger entities. In this case, they made an exception not only because Risterm was a particularly attractive investment but also because an experienced business transfer expert was guiding the discussions.

From the seller’s perspective, having expert guidance is invaluable, especially when negotiating with a large corporate group. The fact that this was the third time the seller turned to us speaks for itself. 😉

A huge thank you to all parties involved for their trust throughout the process and to everyone who contributed to making this transaction a success, including Maître Deprez (Cabinet Taquet, Clesse & Van Eeckhoutte in Liège) the seller’s long-time legal advisor.