Teamwork in acquisition of The Staffing Group

Acquisition by Axiom

After 35 years in business, Wessel van Alphen is ready to sell his staffing company. It quickly clicked with Swiss investor Axiom Partners. "It is unbelievable how much is involved in selling a business," he says, "and especially if you are a family business for which you also have to take care of many private matters. It's complex and expensive because of the involvement of our family office, the family lawyer, the business broker, accountant PwC. When we went to draw up a Letter of Intent with Axiom, we called in the specialists from Dirkzwager." A golden touch, according to Van Alphen.

Background

Axiom Partners is corporate finance advisor and investor, which wanted to strengthen its position in the international staffing market with the acquisition of De Staffing Groep. The Staffing Group consists of the labels IT-Staffing, KwiiK and People for Office, plus Dynahouse, provider of offices, meeting rooms and lunchrooms.

Early years Staffing Group

Wessel van Alphen (72) started the company from his proverbial attic room in 1986. First on his own, later together with his son and a growing number of employees. The guiding principle is that the self-employed professional deserves his own position in the labor market. "That was a tricky position in the early years, because back then you had two flavors in the labor market: you're an entrepreneur or you're an employee," Van Alphen recalls. "And it's still a lingering discussion, but I still stand on that same position."

All conditions must be right

Hence, not every interested buyer who came forward was good enough, he admits. "I always held off the boat because not only did the money have to be right, but also the conditions." And on the latter, then, the entrepreneur thought hard.

"I insisted on a Duty of Care, which included my terms," the entrepreneur explains. "I wanted a buy-and-build strategy, where The Staffing Group does not become one of the buyer's many operating companies. Also, no layoffs and no pledging of debtors to banks and financiers."

The company must continue its efforts to ensure that independent professionals have their own legal position in the labor market. The company's solvency has always been good and it must remain so. Overloading with debt is out of the question. Working capital should never consist of more than one-third of debt capital.

Office staff did not have to move

Van Alphen: "Axiom paid the acquisition price mainly from its own capital." Another condition was that the office staff did not have to relocate. "That has a financial advantage for me because the premises are mine. But I also didn't want to put it on people that they would suddenly have to travel far for work."

Statutory director

Another important point for Van Alphen senior was that his son was appointed statutory director, at least for a period of five years. It was established that only the statutory director could raise outside capital, not the shareholder.

And so Wessel van Alphen had other conditions on his wish list. "I did hear left and right from experts that I was putting exceptional conditions on the table," van Alphen says. "And sometimes people would say, 'Now add some water to the wine.' But when someone says to me, 'This is not usual,' I think: so what? We can talk about it, right?"

Added value involved advisors

At times like that, all the advisors involved once again proved their added value. Van Alphen: "With these kinds of contracts, the wording has to be very precise; the text you sign can only be interpreted in one way. Trust is very important in such a process. Because there were also critical moments when we had to look very closely at what the other party meant. You can never let that run its course." It worked out well in the end. Although Van Alphen remains down-to-earth: "Of course the future will have to tell whether it really was a good deal."

Teamwork Dirkzwager

The sale of The Staffing Group to Axiom Partners meant intensive cooperation between several disciplines. From Dirkzwager, corporate law attorneys Claudia van der Most and Valerie van Engelenburg-Sijberden took charge of supervising the entire process "A great tandem," says Wessel van Alphen.

Rob van Houts (lawyer banking & finance) and tax lawyers Robert de Vries and Thijs Visser advised on the financial and tax issues. Labor law attorney Cas Jacobs served with advice on labor law - a topic to which selling party attached great importance. Finally, notary Karen Verkerk and Kübra Memis-Saginci (candidate notary) shared their expertise.