A buyer has approached me to buy my company, now what?
There you are minding your own business, when out of the blue, a larger acquirer comes knocking on your door and makes you the sort of offer that it would be hard to turn down. You hadn’t even thought about putting the company up for sale yet, so this has all come as a bit of a surprise. It’s flattering of course, but you don’t need to sell. Although they are talking about quite a lot of money…
This is the situation faced by Richard Liddle and Chris Waelchli, the founders of CRS Building Supplies.
‘We had built the business up over 15 years and it was going well. We had got to twelve branches and had plans for more. Of course, we always knew we would sell up at some point but hadn’t got any firm idea of when that might be’.
In autumn 2020, an unexpected approach from acquisitive group Grant & Stone brought their thoughts of future sale into sudden focus.
‘There was no intention to sell, but suddenly we were faced with a very tempting offer, not just the money, but they wanted us to work with them for a time and open more branches. So, we accepted in principle, but weren’t prepared for all of the work that would come next’.
Agreeing the terms of a deal is just the start of a process. This is where Old Mill’s specialist Corporate Finance team stepped in, to help manage the different phases. Director of Corporate Finance Mark Neath explains: We call this service Transaction Support, because our role is to support and guide the client through every stage of the transaction process. Most business owners are wholly unprepared for the sheer volume of extra work that the due diligence process will require, or the disruption that can cause. It’s commonly the case in this sort of situation that the directors wish to maintain confidentiality and not inform the staff until a deal is close to completing, but that means that all of the information gathering and response to due diligence enquiries falls upon a handful of people who are in the know. These are usually also the same people who are already very busy with the day job of running the company. Since Old Mill were already the auditors and tax agent, we already had good knowledge of the business and were able to provide information from our files. Nevertheless, a lot of work still falls on the team.
Cath Liddle, who runs CRS Building Supplies’ finances comments: ‘As well as all of the day-to-day financial management and processing, I suddenly found myself with another full-time job dealing with the due diligence requests. It was great to have Kathryn Mansell and Mark from Old Mill on my side, dealing with the online ‘data-room’ and so on, but also to give me reassurance that all of this was ‘normal’ for a deal’.
When a buyer makes an unsolicited approach, they do so based upon certain assumptions about the business and sometimes in due diligence it emerges that the detailed facts don’t quite match those assumptions. A buyer may then come to you with their due diligence findings and want to amend the terms of the deal.
Deal terms and negotiations are confidential, so we can’t disclose the detail of the CRS transaction, other than to say there was a renegotiation. We can however talk about our approach to overcoming these hurdles. Richard and Chris had negotiated the original deal, but for these secondary discussions, Mark Neath from Old Mill led the negotiation.
This is a tricky time in the process. Everyone has invested a lot of time and professional fees already, and both sides have a psychological commitment to finding a way to complete the deal. Our approach is collaborative not adversarial, and all about understanding what both sides of a deal need to achieve. We talked to our clients and understood what factors really matter to them, what is ‘nice to have’ but not essential, and what their ‘walk away’ position is. We then sought to understand the same things from the buyer’s point of view. They also had ‘hard’ issues that they needed to happen, but also ‘softer’ areas where they had scope to move, and minor points they were willing to give in exchange for the sellers’ movement. It’s an iterative process, but by positioning ourselves as on the side of the deal, we were able to narrow the points of difference, agree movements on both sides and settle on terms both sides were ultimately happy with.
Richard: ‘I’m not sure how he did it, but Mark did a brilliant job on the negotiation. I think at one point I said something like ‘you must be the best negotiator ever’. Heat of the moment obviously, I was just delighted that we had cleared the hurdle and could move forward to completion’.
The buyer was happy too and thanked us for our collaborative approach on the transaction.
Which neatly sums up what our Transaction Support service is all about. We’re on our client’s side naturally, but we don’t approach a deal as a conflict. By working collaboratively with all parties, we can help everyone to get a deal that works for them and, hopefully, take some of the stress out of the process of getting there.
For further information in the first instance please contact your usual Old Mill adviser, or alternatively click here…
‘I’m not sure how he did it, but Mark did a brilliant job on the negotiation. I think at one point I said something like ‘you must be the best negotiator ever’. Heat of the moment obviously, I was just delighted that we had cleared the hurdle and could move forward to completion’.
Richard Liddle, CRS Building Supplies