Second Opinion on sales

Selling all or part of their company is one of the biggest decisions a business owner or board can face. Often a sale takes place only after a concrete offer has been received — perhaps a bid from a larger player or an investor.

In this situation, questions arise such as:

• Is this really the right deal?
• Is the price fair?
• What are the long-term consequences of a sale?

Since such deals are both strategically crucial and emotionally charged, bringing in an independent party can be invaluable for an objective seconda opinión.

I'll help you with just that — I add a couple of extra experienced eyes who methodically evaluate the offer and make sure that you make decisions based on accurate and complete data.

In today's fast-moving business climate — influenced by global competition and AI-driven change — a sober, fact-based perspective is especially important. New technologies such as AI can create new opportunities but also involve new risks. For example, AI is expected to be able to significantly streamline the due diligence process by identifying problems early and enabling better decisions. My advice takes these modern factors into account, so you can make a future-proof decision.

What does the service mean?

Second Opinion on sales involves me stepping in as an external advisor for a short, intensive period to provide a qualified assessment of the deal/transaction. The service is tailored to your situation but typically includes the following areas of focus:

1. Thorough review of the offer: Analysis of the bid's terms, valuation and assumptions. Are there hidden conditions or future commitments? How does the price compare to industry multiples and the actual value of the company? Here I do a “mini-due diligence”, covering all the relevant partsfrom financial ratios to business wide factors.
2. Independent valuation and scenario analysis: Using established methodologies (e.g. cash flow analysis and Value Creation Scorecard from A.T. Kearney), I assess probabilities that the deal will create value after 12 months onwards. I'm also looking at alternative scenarios: What happens if you guys wait six months? Are there other potential buyers willing to pay more? An objective “second opinion” perspective can reveal whether the bid undervalues the company.
3. Strategic Fit:I am evaluating how well the deal fits into your long-term strategy. Does the buyer contribute something beyond capital — e.g. new markets, technology or synergies? I use frameworks inspired by e.g. McKinsey and Harvard for strategic fit and readiness, which means that I look not only at numbers but also at cultural and strategic matching. If the buyer's vision and culture do not align with you, it can jeopardize the value of the business in the long run.
4. Risk Identification: What are the biggest risks if you go ahead with the deal? I do a risk inventory -- everything from financial risks (like earn-out structures or dependencies on key customers) to operational and human factors. Is there a risk that key employees or customers will leave after a takeover? Are there legal or regulatory barriers? Through checklists and industry-leading due diligence principles, I ensure that no obvious pitfalls are overlooked.
5. Verification of decision basis: Often, your internal organization or broker has already produced all the relevant information. I act as an independent reviewer of this material. If something important is missing or needs to be deepened, I flag it. Thanks to a trained eye and proven frameworks, I can quickly assess whether the evidence is sufficient for an informed decision or whether further analysis is required.
6. Recommendation and next steps: Finally, I summarize my assessment in a clear recommendation — for example, “Accept the bid but negotiate these terms...”, “Wait, value may increase by first addressing X and then seeking more bidders”, or “Abandon the deal, it poses too great strategic risks without sufficient upside”. Regardless of the recommendation, I clearly explain my conclusion, substantiated by the facts. I can also sketch next steps, such as negotiation strategy or other measures to increase company value and reduce your climate footprint in the future.

What differentiates KLRAB's advice from broker and in-house counsel?

There are several distinct differences in how my second opinion advice is done, compared to a traditional corporate broker or an in-house financial advisor:

• 100% independent and objective: Unlike a corporate broker, I have no vested interest in the deal getting off. My goal is not to sell at any price, but for you to make the right decision. I am acting as your agent for the truth -- even if it means that the recommendation will be not to sell at this time. This independent position allows you to feel confident that advice is based on what benefits you in the long run, with no incentive to push through a deal that is not optimal.
• Priority Focus and Straight Communication:I know some entrepreneurs value your time. That's why my way of working is “no-nonsense” — I quickly identify which issues are critical and which are secondary. You get a clear picture of which two to three factors must match for the deal to make sense. The goal is for you to immediately understand the essence of my analysis and what should be prioritized in the decision.
• Overall perspective beyond the numbers: An in-house finance department or corporate finance adviser is often focused on numbers — and of course that's important. But my advice also covers soft values and future issues. I address aspects such as the future role of management, employee motivation, brand strength, and how industry trends (e.g. AI disruption) could affect the deal. By weighing both financial and non-financial factors — similar to a balanced scorecard approach — I ensure that the decision base is complete.
• Experience-based quick action:I have conducted many similar analyses in the past (e.g. in management team roles, interim assignments and as an advisor). This experience allows me to work faster and more accurately than someone who might be making their first corporate deal. You get access to best practice models and know-how that large business consultants use, but delivered agile by me personally.
• Ball plank and safety: Finally, I act as a sounding board alongside your other advisors. Many people find it nice to be able to reason confidentially with an outsider who “has seen it before”. I meet you with respect and understanding that this is the most important business of your life. The goal is for you to feel empowered in the decision you make, knowing that it rested on solid analysis.

Follow-up if necessary

After delivery, I will be on hand for shorter ball plank or follow-up questions. Sometimes the second opinion work leads to the fact that you go ahead with the deal but want to adjust the terms — then I can contribute in the background with advice before the negotiation. If the advice was to abstain or hold off, I can help draw up a plan for how you strengthen the company's value for the future.

Through this business model, you get a clear, safe and efficient service. I help you navigate one of your company's most important crossroads — with clarity, integrity and experience as guiding principles. When we're done, you should be able to say: “Now I know what is the right thing to do, and why.”