Frederik van der Schoot and Gerbrand ter Brugge (Oaklins): 'An Opportunity Might Come Only Once'

Oaklins Netherlands operates independently but is part of an international organization with 60 offices in over 40 countries. What is the added value of that international network?
Van der Schoot: ‘It allows us to bring a global perspective to every situation. For example, in about half of our M&A transactions, a Dutch buyer and a foreign seller are involved, or vice versa. Then an international network helps.’
Ter Brugge: ‘We have publicly listed clients active in various niche markets who are looking for acquisition opportunities worldwide. It is challenging for such a company to gain insight into potential candidates. By giving us the mandate, they do not need to engage a separate advisor in each country. We search through our network, analyze whether potential acquisitions match in terms of size and activities, and can initiate the next steps. We always think in win-win terms. It should not be a good deal for the client alone but also for the acquisition candidate. Precisely because we historically grew from cooperating companies in all those countries, that vision is truly in our DNA.’
Van der Schoot: ‘Thanks to our network, we can also easily assemble international teams. Within technology, for example, there are a number of niches that I have expertise in. If one of our offices abroad has a project in that area, I can join if necessary. Thanks to our contacts, we can put together the best team for every challenge or problem.’

Oaklins advises companies broadly on international corporate finance. How do you go about this, for example, with a request for guidance on an international acquisition?
Van der Schoot: ‘You always start with a strategic discussion. Where is the company going? Does an acquisition fit in at all, or is the real goal international growth? And do you then want to grow in certain product groups, sectors, or in geographies? From that strategic discussion, you map out the acquisition strategy. We do this not only with the M&A team. We also engage with the ECM and debt teams to look at valuation, financial feasibility, and the best financing solution. So, the advice is always multidisciplinary and holistic.’
Ter Brugge: ‘With that approach, it often happens that the discussion with a client eventually shifts. For example, with a company aiming for an IPO, we may come to the conclusion during discussions that it is not the right time yet. This could be due to market sentiment or our assessment that the company is not ready. Then we may advise making an acquisition first to gain more body and thus be more attractive at the IPO.
By taking this approach, we sometimes miss out on a transaction at that moment, but you deepen the relationship. If the client then sees us as a trusted advisor, it becomes very logical to come back to us with another issue or when that IPO eventually happens after a few years.

When it comes to corporate financing, it seems that CEOs and/or CFOs do not always have a clear view of the best possible strategy. Why is that?
Van der Schoot: ‘In a nutshell: We do it every day, they do it occasionally.’
Ter Brugge: ‘The situation is by nature always complex. The CEO or CFO of a listed company has been with the company around five years on average and during that period he or she may experience a very large acquisition opportunity that, for example, requires a share issue, once. Even if you have studied the subject matter thoroughly, you find yourself in no man's land. The CEO or CFO often also needs to deal with different opinions within the board or between the board and the supervisory board. That makes it extra intriguing. Suppose the share issue fails, there will be bad press, the share price will go down, the planned acquisition may become unfeasible, the shareholders will not be happy... We cannot take away that tension, but with good advice we can eliminate some of the apprehension or uncertainty and maximize the chance of success.’

You have both worked in the world of corporate finance for quite some time. What do you see as the major trends and challenges for the future?
Ter Brugge: 'Ten years ago, China was the promised land. Everyone wanted to open production sites there. That has now turned around completely. Large, established companies will remain there, but we have many discussions with companies that are considering moving production back to Europe, especially to Southern and Eastern Europe. Over the next few years, China is unquestionably going to be the elephant in the room in our discussions.'
Van der Schoot: 'A theme in all sectors is technology and AI, especially the question of the extent to which you take it on board. Will you primarily invest in AI yourself - partly to solve personnel problems - or will you buy it in?  Because of the tight labor market, we are also seeing a trend toward nearshoring to Southern Europe. For many of our clients, the ESG issue is also high on the agenda. Ten years ago, it was not on the table; now it is an integral part of the question of whether a merger or acquisition is interesting or not, and it plays a role in the valuation of companies. After all, it touches on the question of whether you will still be relevant tomorrow. We find that long horizon crucial in our advisory work.'
Ter Brugge: 'With regard to ESG, we do see a dilemma. On the one hand, institutional investors such as pension funds are indicating that they want to invest far more in ESG. Conversely, many companies in the ESG corner would like to go public, but the institutional investors are prevented from investing in these often smaller companies by internal investment restrictions - think size of the company and expected liquidity on the stock market. That makes it difficult to sell an IPO to them. That dilemma will be with us for the next few years. I expect that eventually everything that goes public will have ESG DNA, but right now we repeatedly have to find a way around, including talking to a different type of investor. Think of high-net-worth individuals and family offices that have often been entrepreneurs themselves or are entrepreneurial and trust that something that is not big now is going to be big one day.’
Van der Schoot: 'Private equity can also play a part in this. Ten or fifteen years ago it was perhaps ten to twenty percent of the mergers and acquisitions market; today it is 50 percent in the Netherlands. That gives a different dynamic. In the past, you were successful as an entrepreneur if you managed to transfer your business to the next generation. Nowadays you are only successful when you have sold your business. It has changed the definition of success.' 

How can that be explained?
Van der Schoot: ‘The key driver is the simple fact that that option is now available. In the past, selling almost always meant selling to a competitor, someone you had been competing against for years. Now there are many more international buyers and there is private equity, with a huge amount of money available. Moreover, such investors are very active in growing companies. The fact that there has traditionally been much less venture capital available here than in the United States is one of the reasons that Europe is lagging economically. That we are now catching up is a very good development. It results in stronger companies and therefore a stronger economy.'

The business landscape is constantly changing. How can companies anticipate this?
Ter Brugge: ‘We always try to look six to twelve months ahead. If a company decides to go public now, when all the preparatory work is done, it might actually take place only in the second half of 2025. We will at that time see what the market looks like and what the risks and dangers are. Of course, something that is beyond our control could happen tomorrow, but we expect 2025 to be better than 2024. It could therefore be a much better time for an IPO or acquisition.’
Van der Schoot: ‘Uncertainty is always part of the game, but overall, we expect more economic stability in the near future. Interest rates are falling, which is a crucial driver for the M&A market. More market confidence will lead to the M&A market gaining momentum again.'

Oaklins advises a wide range of companies. Is there a recurring theme in discussions with these clients?
Ter Brugge: 'A recurring discussion is that companies find, for example, that their share price is too low for an issue, or that they find the price for an acquisition too high. In general, we advise: if you want the transaction or IPO, if it is financially feasible and the market is favorable: just do it. You should go when you can go, not when you would ideally have wanted to go. The opportunity may never come along again. The neighbor's house comes up for sale once only.'
Van der Schoot: 'You need an advisor to hold up a mirror to you. Should we still buy despite the valuation? Yes, if it is essential for your strategy and it is the house next door: Go for it.'
Ter Brugge: 'We also have discussions because executives think institutional investors or banks perceive their company in a certain way, while we see it differently. We spend a lot of time on that because the solutions to many problems start with recognizing the problem but also by understanding your own strengths and weaknesses. The path forward is much easier then than when you overestimate or underestimate yourself - both of which occur.'

Apparently Oaklins is doing a good job of finding young talent. How do you then try to retain that talent?
Van der Schoot: 'On the one hand, by bringing in assignments that allow them to fully develop themselves and fulfill their ambitions. I always say I am doing my job well if everyone is challenging me, and if everyone can become the best version of themselves. Our people are highly sought after, but I have never seen one of them leaving for a competitor. Our open, non-hierarchical culture also helps. Here, everyone is a contributing partner.'
Ter Brugge: ‘We have a genuine team spirit. We win and lose together. We work hard, but we also have fun. I am sometimes amazed by the younger generation. They work together all week, have a beer on Friday, and then go golfing or running together on Saturday. Recently, 25 of them organized a weekend to Nice on their own initiative. ’That is half of Oaklins! They really stick together.'

This interview was published in Management Scope 01 2025.