The startup ecosystem is dynamic and complex, characterised by disruptive innovations, scalable business models, and accelerated life cycles. M&A transactions in this sector require deep and specialised knowledge that encompasses everything from technical aspects to the financial and legal specifics of the startup environment.
The importance of specialisation in startups M&A
High specialisation is essential to understand the unique needs of entrepreneurs, investors, and corporations in the tech sector. This ensures strategic and personalised support at each stage of the transactional process, both on the sell-side and the buy-side.
At Comindust, we are specialists in startup M&A. We have a top-tier network of contacts in the tech ecosystem. We provide comprehensive assistance to startups, venture capital funds, private equity firms, and corporations at each phase of the process. Our experience enables us to facilitate efficient and beneficial transactions, maximising value for all parties involved and minimising associated risks.
Services of advisory and management in startup M&A
At Comindust, we act as your strategic partner throughout the entire startup M&A process, providing top-level legal, financial, and technical advice.
Proven experience in startup M&A
Our extensive track record in high-value transactions allows us to anticipate challenges and capitalise on opportunities with agility and precision. As specialists in startup M&A, we have managed transactions where key metrics such as ARR or MRR, CAC, LTV, churn, and burn rate play a crucial role in the valuation and negotiation of assets.
Exclusive access to investment and divestment opportunities
Our extensive track record in high-value transactions allows us to anticipate challenges and capitalise on opportunities with agility and precision. As specialists in startup M&A, we have managed transactions where key metrics such as ARR or MRR, CAC, LTV, churn, and burn rate play a crucial role in the valuation and negotiation of assets.
Comprehensive advisory and management solutions
We offer a bespoke package of services that covers from preliminary analysis to closing the deal, including legal, tax, financial, and technical advice. We ensure that each stage is managed with maximum efficiency and professionalism, aligning our services with the most demanding standards of the tech sector.
Startups M&A consulting and advisory services
Only through this specialisation is it possible to offer a world-class consulting and advisory service in startup mergers and acquisitions, integrating aspects such as technological due diligence, evaluation of intellectual property, innovative business models, and key sector metrics.
Transactions in this sector should not be approached in the same way as in other fields. There is a scarcity of startup M&A specialists offering comprehensive services of legal advisory, management, and assistance in investment, divestment, purchase, and merger processes of tech companies.
Technological Due Diligence
Each transaction in the startup ecosystem presents unique requirements. Managing the sale or acquisition of a startup without the support of startup M&A specialists and legal advice represents a significant business risk.
At Comindust, we implement rigorous due diligence processes that include:
- Technological evaluation: In-depth analysis of the developed technology, its scalability, architecture, product roadmap, and technological dependencies.
- Intellectual property: Review of patents, registered trademarks, copyrights, and non-disclosure agreements (NDAs) to ensure the protection of intangible assets.
- Legal and regulatory aspects: Verification of regulatory compliance, licences, employment contracts, agreements with suppliers and clients, and any legal contingencies.
- Financial analysis: Evaluation of financial statements, cash flows, financial projections, burn rate, and financing needs.
- Market analysis: Study of competition, market share, positioning, and growth potential.
Market study and competitive analysis
A deep and up-to-date knowledge of the market is decisive for success in the sale or acquisition of a startup. As specialists in startup M&A, we identify opportunities that often go unnoticed by other investors.
We conduct detailed analyses of:
- Go-to-market strategy: Evaluation of market entry strategies, distribution channels, and customer segmentation.
- Unit economics analysis: Review of metrics such as LTV/CAC ratio, gross margin, payback period, and other key indicators.
- Market trends: Evaluation of emerging technologies, disruptions in the sector, and growth opportunities.
- Competitive benchmarking: Comparison with direct and indirect competitors, analysis of strengths and weaknesses.
Specialised negotiation
We excel in specialised negotiation and comprehensive legal advice in the tech market, addressing startup M&A with a strategic approach and deep knowledge of the sector.
Key aspects of the negotiation process:
- Transaction structuring: We define the optimal structure (share purchases, asset purchases, mergers, joint ventures) aligned with the objectives of the parties.
- Terms and conditions: We negotiate representations, warranties, indemnities, price adjustments, and conditions to protect our clients’ interests.
- Investment terms: We manage terms in financing such as liquidation preferences, conversion rights, and structures like SAFE notes or convertible loan notes.
- Stakeholder and cap table management: We facilitate communication with founders, employees, investors, and analyse the cap table to understand dilutions and post-transaction ownership.
- Non-compete clauses: We protect intangible assets by establishing restrictions to prevent unfair competition and loss of talent.
- Risk analysis: We identify and mitigate potential risks with creative solutions such as insurance policies and holdbacks.
- Financial and regulatory optimisation: We negotiate terms that optimise tax implications and ensure compliance with specific regulations.
Our proactive approach and knowledge of the tech sector guarantee that our clients obtain the best terms in their transactions.uestros clientes obtengan los mejores términos en sus transacciones.
Advanced valuation of technology companies
Understanding the true value of a startup is both an art and a science. As specialists in startup M&A, we combine advanced analytical methodologies with deep market insight to determine the precise valuation of the company.
We employ techniques such as:
- Discounted cash flow (DCF) analysis: Adapted to startups, considering high-growth projections and discount rates appropriate to the risk.
- Market multiples: Utilisation of multiples of ARR, MRR, EBITDA (when applicable), comparing them with recent transactions and comparable companies.
- Venture capital method (VC method): Considering the expected return by investors and the possibilities of success or failure.
- Scenario analysis: Evaluation of different scenarios (base case, optimistic, pessimistic) to capture the inherent uncertainty of the business.
We consider both tangible factors such as the team, technology, and finances, as well as intangibles like market traction, brand, company culture, and scalabilit
Financial and tax optimisation
Financial and tax optimisation is crucial in operations involving significant investments and high levels of risk. At Comindust, we collaborate closely with financial experts and tax advisors to ensure that each transaction is structured in the most advantageous way possible.
This includes:
- Transaction structuring: Designing the best strategy for the purchase or sale, considering aspects such as share swaps, earn-outs, equity rollovers, and other creative structures.
- Financing strategies: Analysis of financing options, including debt, equity, mezzanine financing, and access to grants or government incentives.
- Tax planning: Optimisation of the tax burden through the use of appropriate legal structures, leveraging tax incentives for R&D, and planning for capital gains tax.
Our goal is to ensure that the investment is optimised from a financial and tax perspective, maximising return on investment (ROI) and minimising associated risks.
Exclusive network of contacts and confidentiality
The startup ecosystem highly values confidentiality and access to exclusive opportunities. Establishing connections in an environment where discretion is paramount is essential.
At Comindust, we have built an exclusive network of contacts that includes:
- High-potential startups: Access to innovative companies at different stages (seed, early-stage, growth-stage) seeking investment, sale, or merger opportunities.
- Venture capital and private equity funds: Relationships with investors seeking investment opportunities in startups with high growth potential.
- Corporations and family offices: Connections with companies and family offices interested in strategic acquisitions, alliances, and joint ventures.
Our focus on confidentiality and the absence of mass advertising allow us to build solid and trustworthy relationships, facilitating high-value transactions in the tech sector.facilitando transacciones de alto valor en el sector tecnológico.
A careful choice for startup transactions
If you are considering the sale, acquisition, merger, or divestment of a tech startup, at Comindust we are the startup M&A specialists you need. Our team of lawyers, financial advisors, and experts in technology management will provide you with comprehensive advice at all stages of the process.
Our experience and comprehensive approach ensure that every aspect of the transaction is handled with the highest level of professionalism, attention to detail, and regulatory compliance, even surpassing the standards established by the most prestigious consultancy firms.