There can be various reasons why an entrepreneur may decide to sell his business: the desire to rest, focus on a new project, the desire to move or a number of others. The purpose of this article is to provide practical information and contacts for service providers so that a business owner can prepare and then successfully sell their business for the highest possible price. The article also includes links to sample buyer confidentiality statements and letter of intent.
BY YOURSELF OR WITH A CONSULTANT The company's sales process is quite specific and also requires significant time resources. An experienced consultant (broker) can not only significantly save the manager's time when managing a business sale transaction, but also significantly improve the company's sale price with his advice and contacts, earning his commission many times over. Compensation for business sales consultants usually consists of two components: a fixed monthly or sales milestone fee and a success commission, which tends to be 3-6% of the sales price of the business.
Business sales consultants are ready to take on transactions if the expected business sales value exceeds EUR 1 million. Unfortunately, the company manager has to deal with smaller transactions on his own. Especially for such cases, our following article can be particularly useful. Business sales consultants also have specializations, usually related to the size of deal they prefer to work with. For example, focusing on business sales transactions in the amount of EUR 1 - 10 million, the financial company Capitalia has helped to find buyers and investors for companies such as Uprent, Altero, TVG, Manapolis and many others. For example, consultants such as Superia and Argen Partners are active in transactions over EUR 10 million.
DURATION OF SALE OF BUSINESS Selling a business is quite a long project and usually takes about one year from start to finish. In general, the stage of attracting a buyer can be divided into three stages: preparation, approaching buyers and closing the deal. Of these steps, the seller himself controls the progress of the process well only in the preparation stage, which is also often the shortest and takes 1-2 months. Approaching buyers and negotiating the conclusion of the transaction can proceed very smoothly, but it also tends to drag on a lot - each party getting stuck in their own decision-making corridors or consultations.
PREPARATION
In the preparation stage, the company must first organize its company so that the buyer from the outside can easily understand it and also take it over. This would mean auditing the company's balance sheet (for example, by carrying out an inventory of stocks, excluding assets not related to economic activity, etc.), making sure of the record-keeping procedures (register of contracts, trademark rights). Often, companies have made significant investments in IT systems, but they do not appear on the balance sheet - capitalizing such items (turning them into assets) would more accurately reflect the existing assets of the company's property, as well as improve historical profitability. Also, often the company's basic operating principles are not reflected in documents - procedures or policies. It is ideal to prepare the undertaking in such a way that the investor, after getting acquainted with the finances, contracts and internal documentation, can orient himself well in the company's operating principles.
Another important aspect is to assess the dependence of the business operation on the selling member. If the seller of the business is also a manager, without a clear replacement for that role in the company, the buyer must immediately look for a replacement manager after the acquisition. The most attractive situation for investors is if the seller has already prepared in time for the transfer of his functions and the company already has a manager independent of the participants. If the seller is also the manager of the business, then it should be calculated that the buyer will require a transition period of 1-2 years, when the seller will need to hand over the reins of control to a representative appointed by the new owner.
Another very important stage of preparation is the issue of communication - how to inform employees, suppliers, customers and others about the planned business sale. As much as the owner may want to keep information about the sale hidden, it usually gets out one way or another. It is a good practice to prepare your communication plan ahead of time, and to inform key partners and employees before the start of the business sales process. Interestingly, the sale of a business is usually associated with a negative connotation in society, so it is recommended to use the keyword "attracting an investor" in communication, which in turn has a positive impact. Employees may be concerned about their jobs, but historically it has been proven that new buyers want stability after acquisition. What's more, often new investors can also offer broader and international career growth opportunities that may not have been available before.
The last preparatory work before approaching potential buyers is the preparation of documents. It is a good practice to prepare the documents in 2 packages. The first is general information, which is hardly confidential and is in the form of a document or presentation (this is called a teaser in English). This description briefly outlines the company's operation, role in the market and highlights the main aspects why an investment in this company would be attractive. This material is sent to interested buyers first. On the other hand, the second - information memorandum - is already being prepared, descriptive in detail, gathering material about the company's activities, products, market, customers and finances. In essence, the information memorandum is very similar to the prospectus that companies prepare for stock listing on the stock exchange (the sample here is Viršu's share issue prospectus). In transactions worth up to EUR 10 million, a question and answer session with potential buyers is often used instead of an information memorandum.
Another important question to prepare for is to come up with a clear and convincing answer about why the business is being sold. Retirement may be one of the easiest answers, but usually the story is a bit more complicated.
BUSINESS VALUE IN BRIEF
Determining company value in sales is more of an art than a science. However, there are a couple of basic rules. First of all, very often the following formula is used as a basis for calculating the company's value: the company's value is five times the company's annual profit. If the company is in a fast-growing industry and has also demonstrated rapid turnover and profit dynamics, this multiplier will be more than 5. But in general, there is a long series of circumstances that affect the value of the business, including the organization of the company, general economic conditions, location, market competition and others. A general indication of the company's value is provided by the business valuation calculator developed by Capitalia and Lursoft, which is available on Lursoft's website or at the link Biznesavertiba.lv. However, for more detailed advice on business value calculation, a professional business valuer such as Capitalia, KPMG or others should be involved.
FINDING A BUYER
The best buyer for your business can usually be identified by the business owner himself. Namely, has anyone previously been interested in acquiring a company that is still operating in the industry and could gain significantly from the acquisition of this business. And no less important question - who has the money. Depending on the size of the company, the buyer's search is expanded geographically. For example, for a transaction up to EUR 1m million, the buyer will most likely be in Latvia, Lithuania or Estonia. For transactions up to EUR 10 million, it is worth including Sweden, Finland and Poland as buyers. To some extent, the direction in which to look for a buyer is also determined by the geography in which the company markets its product or service. So, if all customers are exporting to Germany, then it would be natural that the possible buyer of the company would be from this country.
Negotiations with buyers should be started at the same time and as wide as possible. The best deal for the seller usually comes when there is an opportunity to interest 2-3 buyers who compete with each other for the best offer. When addressing investors for the first time (by calling or writing), a brief description of the company and the essence of the transaction is offered, offering to send the prepared additional material after this first contact. If, after getting acquainted with the initial material (teaser), the buyer is interested in learning more, it is allowed to conclude a confidentiality agreement (English - non disclosure agreement or NDA) in order to determine the level of care with which the investor must treat the additional information provided.
After signing the confidentiality agreement, either an information memorandum is sent to the interested buyer or detailed answers to questions of interest to him are prepared. Often, investors also want to get to know the management team or come to visit the company in person. Based on the received information, the buyer is required to submit a purchase offer, which includes both the price and (and no less important) the purchase conditions. Classic purchase terms can include the enterprise value calculation methodology (rarely a simple fixed number), deferred payment terms (if offered), payment arrangements, as well as other requirements that are critical to closing the deal. This is when the main bargaining takes place with the buyer on the transaction price. It is important not to forget to find out whether
the financing necessary for the buyer's transaction is already available or whether it is planned to look for it.
The stage of searching for a buyer ends with the intention of signing a protocol with the investor, which also stipulates the basic conditions for which the business would be sold.
CLOSING OF THE TRANSACTION
The buyer begins the stage of concluding the transaction with a company inspection, which covers both financial and legal audits, as well as operational audits. Auditors are usually engaged to perform this review. Although the buyer pays for such an audit, the seller has to expect significant time consumption on his side, both in preparing materials (especially for the accounting department) and in answering a series of questions. Usually, the duration of the in-depth examination is 1-2 months. If any significant discrepancies are discovered during the inspection, for example as a result of improper record keeping or non-compliance with accounting laws, the transaction may collapse. Also, if the company has no experience with auditing, this whole process can be like a cold shower. Therefore, one of the recommendations is to conduct a financial audit of your company in the preparatory stage, even if such an audit is not required by law. Such a pre-study will allow to prevent possible inconsistencies and will help identify the order of the necessary documents.
After the due diligence, the buyer and seller, or more precisely their lawyers, begin negotiating the purchase contract. While both parties to the transaction may want to keep this contract short and to the point, in discussions with lawyers these documents tend to grow significantly in length, describing various possible scenarios and risks. This is understandable, because selling a business is not quite like buying a car on the market square. Depending on the size and complexity of the transaction, legal advisors of various calibers may be involved, but for local transactions, we can certainly recommend cooperation with Reguls or Markvarte specialists.
In the case of larger business sales transactions, where the buyer is another company operating in the industry, the permission of the Competition Council may still be required before the transaction can be concluded. But the most important thing to remember is that the transaction is closed only when the money is in the seller's account.
SUMMARY Yes, the process of selling a business is tedious. But every entrepreneur usually has to go through it only once in his life. It is better to be prepared for this, and unless there is a special desire for sharp sensations and new experiences, it is advisable to engage a consultant for such a process. It's not for nothing - as some real estate brokers once advertised - you can't fix your teeth either.