Trading

ALMAR International Trading is global merchandiser, active in physical trading, brokerage, commercial intermediaton and representation, in the fields of commodities, agro technology & equipment and agricultural goods. An entrepreneurial and agile organization committed to building long-term relationships with its partners and customers. Almar Trading’s management has extensive experience in creating networks and strategic relationships with suppliers, customers and supply chain stakeholders, offering tailor made logistics and financing solutions. Based in Cyprus, it operate on global scale directly or through its network of partners, with special focus in the Black Sea region, East Asia and Middle East regions. The company's portfolio includes Grains, Oils & Oilseeds, Beans, Fruits & Vegetables, Agro-tech solutions and other commodity products.

Construction and Real Estate

Group RMC is a real estate Co-investment group that invests in, sponsors, and is the General Partner in undervalued income producing Office properties in secondary U.S. markets. Group RMC currently oversees in the U.S., principally in the Midwest, over 16,300,000 SF representing over $2 Billion in asset value. Group RMC’s principals typically participate with 5% to 25% in each partnership and offer partners the opportunity to co-invest because Group RMC seeks like-minded partners, not simply “clients”. A further and differentiating factor is that Group RMC and its partners are permanent and patient investors – in other words, real investors as befits a long term asset class like real estate. Exit usually comes in the form of refinancing and/or distributions. Group RMC will never be a forced seller and will only sell if an irresistible offer arises.

BALZAN IMMER ÉTANCHÉITÉ. Limited company created in 1979, mainly operates in the implementation of waterproofing and thermal insulation systems on roofs and other types of construction. The company has acquired specific know-how in this area and has developed privileged relationships with the most advanced suppliers of insulating materials and sealing systems in the world. A leader in the Swiss market, Balzan applies the latest technological trends and partners with suppliers whose products meet the highest European and Swiss quality standards.

Information Technology

Manufacturing

KSA LLC is an innovative and reliable partner who carries out industrial design and manufacturing of high precision mechanical parts and components intended for the most varied industrial sectors.
While precision machining and assembly of parts is developed on th e basis of clients' drawings and specifications, if necessary, the company can carry out the design of the product or structure and the development of the design documentation, thanks to its experienced designing.
The applications in which the parts and components processed by KSA are employed, cover a highly diverse group of industrial sectors where precision and high complexity are key elements, including agricultural and moving machinery, food industry machinery, elevators and weight lifting equipment, submersible, gear and piston pumps, model-making, automotive industry, bicycles and motorcycles, and biomedical instruments.
The company has a fleet of more than 20 units of modern machine tools, including CNC, surface treatment equipment and a precision measuring tooling. Assemblies and components are made from a variety of materials such as aluminum, carbon steel, stainless steel, titanium, plastic materials or special alloys and others.
The new technologies and cutting-edge systems and equipment, together with the experience accumulated in manufacturing a broad range of products makes it possible for the company to effectively satisfy all types of orders.

Business Intermediation

As a business intermediary, in the food, construction and manufacturing industries, we assist companies develop access to alternative channels of suppliers, customers and technology so their continuous operation is not threatened, damaged or destroyed by a sudden loss of access to key resources or market access, or negotiating from a position of weakness. In order to do so we don’t just act as a sales or supplies broker, but rather assist companies define and adjust their marketing, purchase and technology transfer strategies and access new untapped supply sources and markets to exploit. Finally, through our subsidiary companies, we can act as a physical intermediary while securing the required working capital and prepayment facilities.

Financial intermediation

As a financial intermediary we work to re-adjust the current financial situation and bring external financing sources or investors together with companies that require financing for expansion, pivot or restructuring purposes. We also can help startups access venture capital or angel investors for their financing needs.

Negotiating existing financial liabilities with financial institutions and raising even a small amount of money from investors can take months of effort and hundreds of meetings. During the process, wrong execution, disadvantageous terms or simple failure can jeopardize the business and its future. Negotiating with lenders, suppliers and customers and pitching financiers and investors is simply not something most business owners and corporate officers can do optimally. Fortunately, liabilities negotiation and fundraising is not something you have to do alone. In Almar we can draft a liquidity plan for your business, negotiate your outstanding liabilities and plan and execute a capital campaign for you, while speeding up the process, reducing your risk, and getting you a better deal, all while you are diligently running your business. Our procedure is fully transparent, we keep the pressure off your business and our compensation is success based and represents a percentage of the debt reduction / funds raised, usually on a sliding scale.

Although corporate budgets and business plans are crucial, the non-cash portion of those budgets and plans are often of little use in helping your company determine whether they'll run out of cash in a given period or face issues with their liabilities. We help you adjust the current, or draft a new, realistic short and mid term cash flow plan taking into consideration the specific prospects of your business and the changing economic and market conditions. Based on this plan we decide with you the ideal solution: debt and liabilities settlement (in installments or a lump sum payment), use of an external financing source or a combination of both. Our experienced debt and financing mediators, have thorough knowledge of the laws surrounding debt settlement, deep understanding of the current investment best practices, established relationships with all creditors, financial institutions and investors, and long experience in financial negotiations, and are the ideal partners to help you implement the desired financing solution.

Merger & Acquisitions

As a Merger & Acquisition intermediary we represent the Buyer, the Seller or, depending on the mandate, we structure and manage the whole M&A transaction. We offer Buyers or Sellers experience, demeanor, confidence, business understanding, creativity, and financial / accounting skills.

Few entrepreneurs and corporate leaders are involved in buying, selling or merging a business more than once in a lifetime. While it is an emotional transaction, it is best handled by a dispassionate professional who is experienced with these types of transactions. Selling, buying or merging a business is probably the most important financial decision someone has to make. In Almar we have the experience to point out issues that must be considered in the transaction and provide guidance throughout the process. We will assist you in evaluating the business and interact with other professional advisors, such as attorneys and accountants. Our job is to confidentially assist compiling the financial information and background of the business, evaluate the transaction and present it in the most candid and efficient way, find and screen the Buyers, educate them, negotiate the terms of the merger or the sale and to advise both the buyer and the seller through the emotional process in a rational manner.

The Buyer benefits because we have already pre-qualified a business before we start pitching it, we have gathered the initial appropriate information and we have prepared the Seller for the sale and what a rational Buyer should expect to review. Initially, an interview is set up between the Buyer and our experts to establish the Buyer's criteria and to determine his financial, technical and business abilities. At this session the overall buying process will be reviewed with the Buyer so he will know what to expect before the negotiations are entered. The Buyer will be required to complete non-disclosure agreements and other related necessary documentation. The details of the selected business opportunity, including financial information, are communicated to the Buyer.

Following the Buyer's research of the industry under consideration, meetings with local industry experts and visits to the Seller's various facilities can be arranged, followed by a drafting a business plan quantifying the objectives of the Buyer and defining the way to achieve them. When the Buyer is satisfied with the opportunity and the numbers, we work with the Buyer in developing an offer sheet and act as an intermediary in negotiating the contract between the Buyer and the Seller. In parallel, we work with the Buyer in securing the approval of financing, the transfer of assets, the assignment of licenses intellectual property, and the performance of due diligence for the target company.

The Seller benefits because he’s freed of the daily involvement in marketing the company and is only required to concentrate on his primary duty, to assure that the business continues to operate profitably and is not affected by the transaction process. After signing an NDA and reviewing the background of the business, its financial information and its future prospects, we give Sellers an initial range on where to price their business and assess its “Sell-ability”. If required we can offer independent third party business evaluation from our affiliated partners at a substantial discount. The Seller and Almar work together in establishing the best plan forward, i.e. merger, partial sale or complete sale and define the financial terms and asking price for each case.

A contractual agreement is entered into between the Seller and Almar, giving Almar the right to market the company as the Seller's representative for a specified time period and under specified terms and conditions. After reviewing the financial information and the company’s operations, we work with our financing institution contacts and experts to tackle any short term liquidity bottlenecks and negotiate any medium term outstanding debt issues, if needed. The vast majority of buyers want to buy cash flow, which is not the same thing as profit, and are very cautious with non-cash items (depreciation and amortization), as well as interest expenses, tax-returns and employees compensation. Therefore, the company business and short term action plans should be adjusted to eliminate any “cash flow” surprises, and prove the immediate cash-flow sustainability of the company.

Once short term actions tackling any immediate business issues have been planned, we put together the promotional documents, called a “deal book,” and, eventually, an online “data room,” where investors can review operational results and other corporate documents. A good deal book includes almost every element of a business plan, including strategy, marketing, staffing and projected financial results. The more information is available in a deal book and a data room, the faster the deal will close. The deal book is then promoted to prospective buyers Buyers, through our network of partners to assure maximum exposure. During the deal book preparation the seller has the opportunity to decide the kind of buyer/ investor (local angel, operational investor, international fund) and the type of structure that he prefers (pure sale, remain as a minority shareholder, merger etc.).

In the negotiation phase, we prepare you for Buyer meetings and conference calls – provide advice on what to say and what not to say, guide the buyer in submitting a Letter of Intent (LOI) with an escrow deposit, facilitate negotiations and deal structure and monitor and manage due diligence as 50% of deals during due diligence or due to “bad” advisors.

Attorneys, auditors and valuation experts are retained by both the Buyer and the Seller to protect their interests and complete the transaction. Although they are responsible for auditing the books, valuing the business, generating and filing the required paperwork, ensuring that all assets and intellectual property are properly handled, and disbursing the funds, we assist them throughout the last phase, until deal is successfully executed.

On certain occasions, the most profitable and preferred solution for all parties is a merger. A merger is one of the main ways of concentrating businesses, in order to grow faster and achieve economies of scale and economies of scope. There are two possible types of merger. The first is through the formation of a new company (NewCo) and at the same time the dissolution of the previous legal entities. The second is through the merger of one or more companies into another company, with the result that the participating companies retain their identities.

The purpose of a merger is of an economic/industrial nature. The merger of two or more organizations allows for the generation of cost synergies (administration, production, and listing costs), as well as greater geographical coverage (with a positive impact on revenues and the possibility of further growth).

There are four major steps in a merger transaction: promotion, planning, resolution, implementation.

The promotion phase is very similar to the ones described above, during which Almar mandated by the Seller finds a Buyer or vice versa. We should note, however, that Sellers are usually extremely reluctant to speak to a competitor or a company they perceive as a competitor and for that reason, Almar can be a very useful buffer when contacting Sellers. A Seller is more apt to talk with us and quite often more willing to open up and provide information and his expectations and plans. Once the parties, under our advice, have come to the conclusion that a merger would be the best solution for everyone, they move to the next phase.

During the planning phase, which is the most complex part of the merger process, and after we are contractually mandated to act a merger intermediary, we assist with the analysis, the action plan, and the negotiations between the parties involved. The planning stage is the most time consuming but once it is complete, the merger process is well on the way. It includes the signing of the letter of intent which starts off the negotiations, the appointment of merger attorneys and auditors, and the drafting of the business plan, that includes the reasoning and the SWOT analysis of the merger, projected financial statements and a detailed timetable. Based on the business plan and the valuation of the entities to be merged, the share exchange ratio is decided, the type of transaction (merger by integration or through the formation of a new company), the management of the new entity after merger as well as the roles of the previous corporate leaders (founders, CEOs etc.) and shareholders. This is the stage where most, if not all, mergers fail.

The resolution is simply the approval of the merger plan by the Board of Directors / Management of both Organizations, first, then by their respective General Assembly of Shareholders. Usually, the law provides an opposition against the merger deadline for creditors, bondholders or other stakeholders and an approval from the relevant Antitrust Authorities, that evaluates the impact of the merger and imposes any obligations as a prerequisite for approving the merger.

The implementation is the final stage of the merger process, and is very similar to the implementation of an acquisition, as described above. On the effective date of the merger, financial intermediaries will register the new shares, allocate them and cancel the old ones. The shareholders may trade without constraint the new shares and benefit from all rights (dividends, voting rights etc). Normally medium-sized/big mergers require one year from the start-up of negotiations to the closing of the transaction. This is because, in addition to the time needed technically, there are problems relating to the share exchange ratio between the merging companies and the post merger strategy and management roles which are rarely accepted by the parties without drawn-out negotiations.

Why Almar?

Because we have operational and entrepreneurial experience. Our team members have started, managed, bought and sold their own companies, and not just once. If someone has not paced the floor in the middle of the night sweating about cash flow, if he’s not dealt with employees, customers, suppliers and bankers (on his own dime), if he’s not ever managed a business profitably, then there is no way he can really fully relate to the concerns of business buyers and sellers. Our team has the financial, physical and emotional power to ride the roller-coaster of a deal without getting overly excited about positive developments or overly panicked by an adverse turn of events.

Because we have a marketing, sales and negotiations experience. Law, accounting and finance are relevant areas of experience skills required at some stage of the procedure. However, first and foremost, you hire an intermediary for their marketing , sales and negotiation ability. You need someone with great sales abilities and a wide network who can source multiple qualified prospective buyers, or sellers, and convince them about the value of the deal in a discreet, confidential, legal and ethical way.

Because we have a wide international and cultural experience. If you had to pick the top negotiating skills an intermediary needs, it’s the ability to use metaphor and analogy to attract, qualify, persuade, clarify, negotiate and close. These powerful linguistic tools can only be used effectively when a professional has many reference points and stories gleaned from international exposure to different cultures and people and real life experiences and is skilled at integrating them wisely into the negotiating process.

Because we have technical Knowledge. Although we will not fill the roles of your attorney, auditor and valuation expert, we have full knowledge and understanding of the business, legal and tax concerns involved in the purchase, merger or sale of a business and the staggering number of organizational, operational, structural and transactional issues they represent. Our role is to mediate diverging opinions and positions taken by the respective professional advisors for the parties involved and help you navigate through the legal and accounting impasses that frequently occur by proposing innovative, yet well tried, structures and solutions.

Because we believe in your deal. Whether startups looking for funding or mature businesses looking for growth, pivoting or in the need of restructuring are, all the projects we undertake have the potential to be a game changer and outperform the market. On certain cases, we are ready, in addition to the standard monthly retainer, to convert our success fee (normally 5 percent to 15 percent of the transaction value) into a participation in the final venture, or even join the team of investors and increase our percentage in the business. We see ourselves as your partner and not your intermediaries and we take care of your business as if it was ours.