When Selling a Business, is the Best Price Always the Best Deal?

When selling a business the shareholder’s primary focus is almost always on the headline value.

More often than not, the first two questions HNH Group’s Corporate Finance team are asked at the outset of a sales process are: how much will we get and how much will it cost.

The natural tendency is to seek more of the former and less of the latter, but we find that this can lead to sub-optimal decisions being made. In our experience, it is frequently the case that the highest offer is not necessarily the best offer. Saying this to prospective clients often results in a raised eyebrow or two and indeed it does sound odd to suggest that you shouldn’t automatically accept the best price, but there are so many other variables to consider, over and above the valuation.

No matter how attractive an offer looks on paper, ultimately it means nothing until the SPA (Sale and Purchase Agreement) has been signed and the funds have transferred. So, before rushing to accept the highest bid and grant exclusivity, it is critical to consider the execution risk, i.e., how likely is it that the offer in question can be successfully transacted.

Key points that must be considered when selling a business include:

  • 1 Does the bidder have a track record of price chipping, numerous aborted deals, etc?
  • 2 Is the offer dependent on third party funding and what approvals may be required from investors, banks, etc?
  • 3 What is the structure of the deal (up-front cash, earn-out, deferred consideration, shares) and how certain can you be that you will receive it?
  • 4 What level of due diligence is required?
  • 5 What is the basis of the offer, i.e., is it clear how the valuation has been derived with the key assumptions detailed?
  • 6 What are internal approvals are required? When selling to plcs or PE-backed businesses, it is important to understand the level of approval that the offer has and the risk that someone higher up the food chain may in due course take a contrary view.
  • 7 What are the tax implications of the proposed structure? Whether it is a share deal, a trade and asset deal, all cash, or cash plus shares can lead to very different tax outcomes.
  • 8 How long is the deal timetable and who is project managing it for the purchaser?
    • 9 Is there a risk of a negative impact on key trading relationships?

Business sale signing contractThe worst case scenario for any business owner is to find that, after spending months in a process, incurring legal and professional costs and taking time away from the day-to-day management of the business, there is either no longer a viable deal, or that the goalposts have been moved so significantly the final form of the deal barely resembles that set out in the indicative offer letter. It is therefore vital to objectively assess each offer and, through addressing the questions outlined above, ensure that the best offer is picked, not necessarily the highest one.

An experienced M&A (Mergers and Acquisitions) team is there, not only to maximise value, but also to ensure the structure is appropriate, execution risk is minimised and that business interruption is kept to a minimum.

HNH Group offer a full range of corporate finance advisory services provided by an experienced team with backgrounds in private equity, banking, due diligence and lead advisory. For more information or assistance, send your contact details via the form below.

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