Making the livestock industry more animal friendly while working as a consultant at Rembrandt F&O

28 April 2022

FSG Board

Who are we?

Hi everyone! Our names are Alex Nieuwenhuis and Elvira de Vries and we are consultants at Rembrandt M&A. Alex is 28 years old and lives in Rotterdam. After his studies in Financial Economics (master) and Corporate Law (master) at the Erasmus University of Rotterdam, he worked at a law firm and a litigation-funding firm before he started working at Rembrandt M&A. Elvira is 27 years old and lives in Amsterdam. Before moving to Amsterdam, she lived in Groningen and studied Business Administration (bachelor) and International Economics & Business (master) at the University of Groningen.

About Rembrandt Mergers & Acquisitions

Rembrandt Mergers and Acquisitions, an independent subsidiary of Rabobank Group, is a corporate finance or M&A advisor. We provide corporate finance services for owners of large, mid-sized and smaller businesses looking for sale or expansion of their company. The deal size of Rembrandt M&A’s transactions varies between € 5 million and € 150 million. Together with Rabobank, we are amongst the top M&A advisors in the Benelux, both in the number of transactions and deal size. Rembrandt is a member of the Advior International Network, and although our clients are mostly Dutch companies, more than half of the transactions have a cross-border angle.

Every year, Rembrandt M&A assists an increasingly large number of clients in achieving a successful transaction. Our team is expanding rapidly and we are always on the lookout for new talent. Being a consultant at Rembrandt M&A is challenging and exciting. You will be based in Amsterdam, Rotterdam or Eindhoven, and will work at and travel between our different offices regularly. Typically, a consultant is involved in 4 - 6 transactions in a variety of sectors simultaneously. Each transaction has its own deal team that consists of a project manager and one or two consultants. We believe small project teams enhance efficiency and lower the threshold for junior-senior synergies. As such, you will be actively engaged in deals and start learning right from the start!

Since your portfolio of projects will vary in phase and timing, a typical workday consists of different activities, ranging from conducting valuations to preparing an information memorandum, approaching candidates or negotiating final transaction documentation with buyers or sellers. When a transaction is closed, we never forget to celebrate with champagne!

In Ovo

The Financial Study Association of Groningen asked us to provide an example of one of our cases, to provide an insight in the work of an M&A consultant. Together with one of Rembrandt’s partners, Bouke Tauw, we have acted as advisor to the shareholders of Agricultural Tech (or AgTech) company In Ovo on a so called series-B capital raise, to accelerate international growth and finance the scale-up plans of the company.

In Ovo is an Agricultural Technology company that is founded with a single purpose: to end the mass culling of chicks. As male chicks don’t lay eggs, traditionally, chicks are sorted by gender right after hatching and the male chicks are culled. This means that 6.5 billion male chicks are culled in the worldwide poultry industry every year. Ovo has developed a high-throughput screening machine that is able to identify the gender of eggs before they hatch. This enables hatcheries to only hatch female chicks, eliminating the need for the culling of males on an industrial scale.

We were both excited to be able to work on this project, in the first place because of the company’s huge impact on animal welfare and the sustainability angle, but also because of the complex deal dynamics and the specific process approach that is required in a capital raise. In conventional sell-side and buy-side processes, we will advise either the selling or buying company or shareholder and try to align with one other party. In a capital raise process, however, multiple actors are involved. Existing shareholders may want to co-invest, as to prevent their shareholdings from dilution. Furthermore, various alternative sources of (debt-)financing could provide a viable alternative or complementary funding source.

In July 2021, we started the process with a financial analysis of the Company’s business case and the preparation of a participation memorandum and a long list of potential investors. Together with our client, we made a selection of candidates for the approach phase of the process (the shortlist). For a traditional sell-side or buy-side mandate, we will typically conduct an indicative valuation of the shares in the company. The indicative valuation provides our client with insight into the expected proceeds (or cost) of a potential sale (or acquisition). For early-stage companies with high expected growth, however, the valuation on which candidates base their indicative offer usually has a relatively high variation, as the underlying assumptions are strongly correlated to the candidate’s belief in the company’s business case. Therefore, in this case, we thoroughly analyzed In Ovo’s business case and conducted an analysis of the expected pay-off for current shareholders, based on different valuations of the series-B investment.

Subsequently, we approached the selected candidates from the shortlist. As expected, In Ovo’s animal-friendly solution generated a fair amount of interest from potential investors. We asked interested parties to submit a non-binding indicative offer (NBO), after which we narrowed the selection down to a smaller selection of candidates. Then, we invited these parties for meetings with the company’s management and provided them with additional information. After the management meetings, we provided the candidates with the opportunity to improve their initial NBO in a second-round bid. Finally, we negotiated a term sheet with i) lead-investor the European Circular Bioeconomy Fund (ECBF), ii) Demcon, the manufacturer of In Ovo’s high-tech machine, and iii) existing shareholders Evonik Venture Capital and VisVires New Protein. ECBF is a venture capital fund that exclusively invests in the scale-up of innovative bio-based companies in Europe.

In the final phase of the process, the investors conducted a due diligence investigation (or DD). This investigation aims to map out risks and identify potential pitfalls. During DD, investors thoroughly review the commercial, fiscal, financial and legal aspects of the company. A DD-process mainly consists of a review of documents, such as contracts, made available in a virtual data room, Q&A-sessions with management and key figures, and, occasionally, interviews with customers, suppliers or industry experts. After the satisfactory conclusion of the DD, we agreed on the final form of the transaction documentation. In the case of a 100% sale or acquisition, this will mainly concern the share purchase agreement (or SPA). However, in this case, the emission of new shares required a share subscription agreement (or SSA) and an update of the existing shareholder agreement (or SHA), which deals with the cooperation of the shareholders in detail.

Finally, on March the 1^st 2022, In Ovo announced the successful raise of € 34 million in, among others, het Financieele Dagblad (link to article). We are very proud to have acted as financial advisor to this impactful client and look forward to the next transaction in this industry!

What are we looking for?

We are looking for talents who have recently graduated in (preferably) Economics or Business Administration, or have a maximum of two years of relevant work experience. In addition, Rembrandt has a number of internships available each year for Economics or Business students in the master thesis phase of their studies.

We are looking for team players who:

have excellent analytical skills;
are down to earth;
have an affinity with entrepreneurs;
have an affinity with the discipline (Corporate Finance, M&A, F&O)

In addition to outstanding study results, we expect strong social skills and a proactive and entrepreneurial attitude.

Career opportunities in short

At Rembrandt we expect you to develop rapidly. We also facilitate this in many ways (mentoring, monthly feedback, internal and external training and coaching). When you join our team, you start as a junior consultant. You will grow into a consultant position within 2 to 3 years and we expect you to hold a senior consultant position 5 to 7 years after your start. In this role you are responsible for the origination and execution of your own projects.

The following positions are manager, senior manager, director, senior director and partner. These are the functions in which you are fully responsible for your own projects and the management of project staff. The growth path for these functions is not fixed. Your own development is the only obstacle! Three of our five current partners started working at Rembrandt as a junior consultant.

You can read more about working at Rembrandt at Werken bij - Rembrandt Fusies en Overnames - www.rembrandt-fo.nl. You can also listen to our podcast at Corporate Finance: De mid-market M&A specialist - Rembrandt Fusies & Overnames - De Beroepskeuzecast | Podcast on Spotify

And always feel free to contact us for further information (pauline.terlouw@rembrandt-fo.nl) or reach out to Alex or Elvira to get a cup of coffee.


Alex Nieuwenhuis	Elvira de Vries
LinkedIn	LinkedIn

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