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Selling Your Business Part 3: Finding the Right Buyer

Selling Your Business Part 3: Finding the Right Buyer

Olivier Barbeau, Hans Hillermann, Kai Reuning

You’re mentally prepared, and your advisor is on board. But who are you going to sell to?
 
Selling your business is like dating. To be successful, you need to be clear about what your expectations are. Once your expectations are clear, you can customise the sales process to maximise your success rate:
 
  • Appeal to the right buyers
  • Target these buyers effectively and exclusively
  • Present your business in a way that will attract them and maximise your value
Your business has a different value to different buyers. You want to attract the ones that can realise the most value as they will be more likely to meet your terms.
 
A common way for buyers to add value is through links with their existing businesses, especially when such links are exclusive. A good example of this is a software developer who offers a unique product. Still, their business fails to grow because they lack the distribution network to maximise the potential market. These smaller companies are often attractive acquisitions for global software corporations because their products are a good fit, and the corporation can apply the power of their international sales force to distribution.
 
Different types of buyers have different needs and expectations, so discuss these with your advisor. This will clarify the most likely type of buyer/s and will help you to present the business in a way that appeals to them.
 
It’s not all about money
  
  • The right buyer is, first and foremost, the one who will pay a fair price for the value of your business.
  • However, it’s important to be clear about your non-financial expectations too.
  • Only you can decide what these are and prioritise them. It is therefore important to discuss and agree these with your advisor sooner rather than later.
In my experience, five common non-financial considerations are:
 
  • Transition: The buyer’s needs around the handover period and whether you remain with the business afterwards in any capacity need to match yours.
  • Continuing obligations: The undertakings that protect the buyer. For example, the extent and length of warranties and indemnities to the buyer, or a restraint of trade agreement.
  • Funding: A buyer must have the money. This may take time to confirm, but lack of funds is a real time-waster.
  • Timing: Perhaps their internal approval process is complex or their bank is slow - whatever the reason, you may have to forgo a buyer who cannot settle in time if you need to meet an inflexible end date.
  • ‘Sleep soundly’ factors: You cannot expect to influence decisions about your business once someone else owns it. However, if there is something you could not live with, you must discuss it and, ideally, include it in the sale contract. One example is guaranteeing a job for a family member who is your employee.
As with all negotiations, you may have to compromise on one expectation to achieve your goals for the others.
 
Narrowing the search
 
Your buyer will be drawn from one of several potential buyer groups. Which are most likely to match your financial and non-financial expectations?
 
Type of sale Main driver for buyer
Trade sale: direct competitor Cost / distribution / product synergies
Trade sale: indirect competitor Growth and diversification
Private equity Potential to increase efficiency and value
Management buyout Participate in future profits and value
Family transition Keep business in the family
Financial investor (active or silent) Participate in future profits and value
Overseas purchase Expansion into a specific jurisdiction
Sharemarket float (IPO) Growth in investment or dividend stream
 
Targeting your perfect match
 
The process for uncovering a higher value buyer is multi-faceted. One important activity is preparing your business for sale, which is covered in Part 5 of this series. Other factors that will play a part are:
 
  • Having prequalified prospects: Discreet approaches to synergistic companies are the ideal way to find the right buyer. A good advisor can do the necessary research and should have a database of likely candidates.
  • Effective marketing: Emphasise potential synergies in the information memorandum and other materials. Take care not to reveal your business’s name or location in public; only prequalified buyers should have the details, and even that requires careful management. Otherwise, your business may suffer as rumours take hold, especially if the sale falls through.
  • Good timing: Carefully selecting the sale timing may increase chances of attracting your ideal buyer. Economic, seasonal and political factors (e.g. an impending election) are all important.
This level of strategy may seem unnecessarily time-consuming. But a targeted sales campaign will make all the difference by identifying the right buyer.
 
The ideal buyer is someone prepared to meet your financial and non-financial terms because they understand the value of your business to them and don’t want to miss out.
 
Next Time - Part 4: How to Minimise the Tax You Pay on The Proceeds.