You are Sabine Hartwig, chief financial officer of Rheinwerk Automation AG, a Frankfurt-listed automation group. Your chief executive wants Voltura Robotics and has said so in public; in twenty-one days the sellers' bankers will take one binding number. Before you build anything, you must decide where your valuation starts.
The situation
It is Monday, 9 March 2026. Rheinwerk designs control systems, drive electronics and factory software for European car, packaging and logistics plants: revenue of EUR 1.8 billion in 2025, EBITDA of EUR 306 million, EUR 240 million of net cash and a BBB+ rating. Voltura Robotics GmbH, of Munich, builds collaborative warehouse robots and would take Rheinwerk into autonomous intralogistics, the segment analysts say it is missing. Lukas Brandt, the chief executive, has chased it for three years. Voltura has put itself up for sale, and a United States automation major is in the process too.
The numbers on the table do not agree. Voltura earned EUR 80 million of EBITDA over the last twelve months; at the 12.5 times its robotics peers trade on, its standalone value is EUR 1.0 billion. European buyers of comparable technology businesses have paid a median premium of about 30%. The US bidder opened at EUR 1.35 billion. The sellers' bankers are guiding to EUR 1.5 billion and have told both bidders that EUR 1.55 billion would win. Each ten points of premium is about EUR 100 million in cash.
Jonas Wieland, head of corporate development, puts the synergies at EUR 90 million a year at full run rate, reached in the second year, within a credible band of EUR 45 to 130 million. A bid at the guided price would take Rheinwerk from net cash towards its 3.0 times leverage covenant and put the rating in front of a committee.
This morning Brandt laid a two-page memo on every chair and said: "Whatever the model says, we are not losing Voltura." The memo opens by calling EUR 1.5 billion fair, and he has already described Voltura as strategically essential to two board members and a journalist. Helene Straub, the lead independent director, has asked you which of the memo's claims you intend to treat as evidence. Your own long-term pay, like Brandt's, moves with Rheinwerk's share price.