The transaction involves acquiring 100% of the shares of a German company, including its brand, Shopify store, inventory, customer base, advertising accounts, and a proprietary AI operating system. This share deal includes a selling price for the shares but retains existing liabilities of approximately €320k within the company. These liabilities encompass investment in inventory and preparation for the Q4 season, providing a low upfront price compared to earnings. Key financial figures include a forecasted revenue of €904,748 net for FY2025, with seller’s discretionary earnings (SDE) of €134,304. The company processed 6,450 orders in the past year, averaging €164 per order, and holds significant stock ready for the upcoming peak season.
The company's liabilities, totaling around €320k, consist of bank loans, a PayPal working-capital loan, a private loan, trade payables, a credit line, and current taxes. These funds were primarily invested in inventory and brand development, making it well-prepared for its peak revenue months, November and December, which traditionally generate significant revenue.
The business operates with a custom AI system integrating various platforms like Shopify and Google Ads and a variety of automations for operations, marketing, and financial control. The sale is motivated by the current owner’s focus on another venture, with an intention for a seamless handover. The deal includes various operational elements, such as supplier relationships and advertising accounts, as well as post-sale support for up to eight weeks. The transaction structure involves a notarised share purchase agreement, subject to NDA, due diligence, and bank consent, allowing for representation by proxy for international buyers.