Since 2019, Wavestone and Q_PERIOR have established a nonequity partnership aimed at developing business synergies by leveraging their complementarities in terms of geographical coverage, industry footprints and expertise.
Building on the success of this collaboration, shared values, and the proximity established between the teams, the two firms have been working together on a joint project to combine their strengths.
Q_PERIOR, a leading business and IT consulting firm
Q_PERIOR is a German consulting firm, and one of the GSA (Germany, Switzerland, Austria) market leaders.
Q_PERIOR supports its clients’ major transformations, offering first-class business and technological expertise, with distinctive capabilities such as core processes, digitalizationand SAP. The firm can combine its consulting capabilities with solutions implementation know-how, while focusing on high value-added services.
With a portfolio of blue-chip clients and large regional leaders, Q_PERIOR holds a strategic position in the German market, Europe’s largest consulting market, as well as in the Swiss market. Q_PERIOR’s clients belong to the insurance, banking, transport, automotive, manufacturing and public sectors.
Q_PERIOR’s vision is to become the most trusted alternative to the global management & IT consultancies, by putting people and values at the center of all its ambitions.
Q_PERIOR in figures
- 1,410 employees
- 11 countries
- €285m revenue1
- 8,1% EBIT margin1
A new consulting player to realize substantial growth opportunities
Since the successive waves of the Covid-19 pandemic and the economic and social upheavals that followed, the need for transformation within large organizations has never been so intense or so global. These strategic challenges of major companies require partners with deep expertise, critical mass and international DNA. By joining forces, Wavestone and Q_PERIOR want to offer a new response to these challenges.
The joint ambition of Wavestone and Q_PERIOR is to build a new player, which would be, right from the beginning, a leader among European consulting firms. This new player would boast a particularly rich range of capabilities, the fruit of the complementary expertise of the two firms, both technological and industry-specific. With further key cross-industry domains such as cybersecurity or sustainability, the new entity would be able to provide comprehensive solutions covering the most critical themes of future companies’ transformations.
With a unique position on the European market and a key alternative to large UK- and US-based players, this new firm would be the alliance of two benchmark employers in each of their respective markets, a “best place to work” with values in line with the aspirations and expectations of high-performing talent, helping to attract new employees and strengthen their loyalty.
The union of Q_PERIOR and Wavestone would result in an ethical and civic-minded firm, at the forefront of best practices in social, societal and environmental responsibility.
The combination in figures
- +5,500 employees
- €818.4m combined revenue2
- 12.4% EBIT margin2
Sectorial and geographical complementarities with no revenue overlap
Breakdown of revenue by sector (of the combination)
Breakdown of revenue by geography (of the combination)
Karsten Höppner
Q_PERIOR's CEO.
We strongly believe that the extraordinary combination of drivers for this combination makes it a unique opportunity for all stakeholders of Wavestone and Q_PERIOR.
Pascal Imbert
Wavestone's CEO
Q_PERIOR is undoubtedly the best partner for us to embark on such a project. Together, we can set ourselves the ambition of becoming a world-class European consulting champion, able to guide major companies in their most global transformations
A development model driven by growth, combining profitability and extra-financial performance
Terms of the combination
The transaction would result in Wavestone acquiring 100% of the share capital of Q_PERIOR, based on an enterprise value of €330.0m3, including an equity value of €321.9m (the “Base price”) and an adjusted net debt of €8.1m4. An earn-out of up to €35.0m is conditioned by the EBIT of Q_PERIOR at March 31, 2024.
This operation would be financed as followed:
- 79.0% of the Base price by the issuance of new Wavestone shares on the basis of a reference price of €54 per new share, i.e., a total of 4,709,840 new shares;
- the remaining balance of the Base price, i.e. €67.6m, and if applicable the earn-out up to a maximum of €35.0m, in cash from Wavestone’s available funds.
Following the transaction, the breakdown of Wavestone’s share capital would be as follows:
The main shareholders of the new entity, comprising the Imbert family, represented by Pascal Imbert, co-founder and CEO of Wavestone, the Dancoisne – Chavelas family, represented by Michel Dancoisne, co-founder of Wavestone, and the majority shareholders of Q_PERIOR, represented by Karsten Höppner, co-founder and CEO of Q_PERIOR, would act in concert and become the new controlling shareholders of Wavestone. This action in concert would operate under a joint control governance and be underpinned by a 10-year shareholders’ agreement, which would testify to the strong and lasting alignment of all the controlling shareholders of the new entity.
The controlling shareholders’ commitment to the new group’s growth strategy would be further strengthened by a lock-up mechanism for their Wavestone shares. This would be implemented on a degressive basis for a period of 4 years for the shareholders acting in concert.
1 Last fiscal year 2022, ended December 31, 2022, in German HGB.
2 Based on the combined 12-month IFRS figures at March 31, 2023 for Wavestone (audited) and at December 31, 2022 for Q_PERIOR (unaudited).
3 Excluding any potential earn-out.
4 Including financial net debt, debt-like items, and approximately €8 million corresponding to the value of some minority stakes owned by managers involved in the development of some Q_PERIOR’s subsidiaries..