10 STAGES TO SALE

We will start by thoroughly reviewing strategic options to ensure that sale is the right answer for shareholder. We then start on preparing your business for sale. We will identify and help resolve potential issues that may arise during the process, for example: defining the growth strategy, reviewing the management structure, clarity of financial and KPI data, litigation and disputes, sale of peripheral assets, renewal of contracts that have lapsed, housekeeping and basic tax planning

Next we will spend time researching all potential buyers, these will eventually be filtered down into a shortlist of the most strategic acquirers. For example, where there are significant synergies, buyers can justify paying a premium.

This is the main sales document provided to potential buyers and sets out key information on the business. We will prepare this document and let you get on with running your business, but your input along the way will be crucial.

We will approach the most strategic acquirers on a confidential basis often as a “fireside chat” to assess interest and learn of issues that may need to be addressed - only once a non-disclosure agreement (“NDA”) has been signed, will the company name and IM be shared.

Interested buyers will want to hear all about the business from the current management team. We will arrange and attend meetings with potential acquirers and help you prepare and rehearse presentations

At this stage buyers will give an initial price they are will to pay for your business. We will also obtain details of funding, timetable, diligence and plans for the business. We will advise you on the holistic value of each offer and help you select your preferred bidder

Second round process will include further financial and legal information in a virtual data-room, site visits, as well as Vendor Due Diligence if appropriate. Armed with that, the Buyers make fully informed offers whilst there is still competitive tension and have few grounds to back-track.

Before a preferred bidder is chosen, we will negotiate and push up the value and clarify the finer details of each offer. Buyers will often re-submit offers and changes can be significant so experience is crucial at this stage.

At this stage, we will seek to agree Heads of Terms with the preferred bidder. This ensures that the buyer agrees to key legal and commercial principles of the deal. We will get this in writing whilst there is still competitive tension and before we grant exclusivity

Final DD will be performed by an independent 3rd party selected by the buyer. This is a challenging stage of the process requiring meticulous coordination between all parties, but we’ve been through it many times and will be right beside you the whole way. Deals can fall over at this stage because of a change in business performance, or a breakdown of trust, due to lack of information. Having a back bench of other potential buyers can be vital. After DD concludes, the sale and purchase agreement (“SPA”) will be drawn up by an external legal party. Even at this late stage there can be extremely important aspects to negotiate, which we will guide you through.