While international growth brings opportunities, it also brings complexity, particularly when an acquisition must be completed under tight time constraints involving multiple countries and stakeholders. In this business case study, we demonstrate how TPE One, a subsidiary of the German TPE Sealing Group, strengthened its position in the automotive sector by expanding into the Netherlands.
The scenario: international expansion into the Netherlands
As a Belgian injection moulding company within the TPE Sealing Group, TPE One operates within a highly international field. Having established a strong presence in Germany and Belgium, the group has set its sights on further expansion into the Netherlands. This market offered not only a logical geographical complement, but also access to specialised production capacity and a well-developed logistics ecosystem.
What began as an inquiry concerning the tax structuring of operations in the Netherlands quickly developed into a broader project.
From a request for advice to a transaction under significant time pressure
The dynamics changed dramatically when TPE One required support with the deal-making process for acquiring the production line in the Netherlands. Consequently, the focus shifted to managing an international transaction, for which speed and continuity were paramount.
The production line played a pivotal role in the supply chain of a major OEM client. A standstill was not an option. This meant that the transaction had to be carefully structured from legal and tax perspectives and also align seamlessly with operational realities.
The complexity of coordination and execution
The challenge lay in combining international involvement, tight timelines and the need to maintain uninterrupted production.
In a process of this nature, no single aspect is decisive; rather, it is the interplay between legal structuring, tax planning, and practical feasibility that is important. The structure had to be correct, workable in practice and aligned with the interests of all parties involved, including the OEM client.
Deal completed without disrupting operations
Despite the time constraints and complexity of the transaction, it was finalised within a few weeks. Direct communication between the parties involved and a pragmatic approach were key to success, allowing for swift action without compromising on due diligence.
Production was not interrupted during the acquisition, ensuring full continuity for the client.
The human factor in international transactions
As well as the substantive aspects, the human element also played a significant role. For Marc and Lore Kerkhofs of TPE, it was crucial to be present and play an active role in the acquisition on site.
At the same time, the impact of cultural and communication differences between the Netherlands, Belgium, Germany, and the non-European owner of the production line became clear. In an international arena, this requires experience and an acute awareness of the dynamics at play, especially when competing interests and time constraints converge.
The client’s experience
“Six months after the takeover, we can look back on a process in which many things had to come together in a short space of time. During this process, NeD Tax was more than just our tax and legal adviser: they were a reliable sparring partner who helped us find our feet in the Netherlands and guided us expertly through the entire process. Even now, following the completion of the transaction, we still feel their commitment.”
— Marc and Lore Kerkhofs, TPE One
Comprehensive support
NeD Tax was closely involved in the acquisition process, paying particular attention to civil and tax law under Dutch legislation. The transfer of the production line, in particular, required careful consideration of issues such as the transfer of undertaking and the associated employment law implications, as well as the contractual safeguards for the parties involved.
The tax structure also played a significant role, with particular attention paid to the position of group entities operating in Belgium, the Netherlands and Germany. Furthermore, close coordination between the Netherlands and Germany was essential to ensure that the VAT aspects of the transaction remained practicable.
This combination of issues was addressed holistically within the team, covering everything from contractual arrangements and production agreements to VAT aspects and licence conditions. This integrated approach ensured that legal and tax considerations were aligned, preventing decisions in one area from causing bottlenecks in another.
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