You have worked extremely hard building your business, surviving the stock market crash of 1987, the global financial crisis, managing inventory, customers and staff!  Now you have decided to sell your business, your main financial asset, your baby and reap the rewards from all your hard work.

Selling your business is a big decision, so you must choose a high quality Business Broking company and a Broker that will manage the sales process professionally, and maximise the sales price of your business.

There are 4 types of buyers;

• Individual buyer
• Management buyout
• Private Equity / Financial buyer
• Strategic buyer

Individual buyers are people who are at a stage in life where they are financially secure and have a desire to buy and manage their own business.   Often these people are from a corporate background and wish to create some equity and personal wealth for themselves as opposed for their boss.  They are often also buying themselves a job.  Individual buyers are buying the current cash flows and not willing to pay for synergies or future upsides in earnings.

Management buyout (MBO) is where a staff member or group of staff buy the company.  This could be beneficial if it is a niche business with very few buyers or you have a staff member who is very capable of owning and managing the business and the funds to purchase.  Also if it suits, the ownership transfer is phased over a longer period. It is difficult to maximise the sales price when selling to staff.

Private Equity or Financial buyers invest in companies that will give a high return on investment to their investors.   This return could be from operating cash flow or divesting assets or from buying the company at a low price and selling high.  Often their intention is more about the return on investment as opposed to what is best for the long term good of the business.  Often with a Financial buyer the owner can cash up, but stay running the business for the new owner.

Strategic buyers could be a competitor, a supplier or a business with a similar supply chain who are looking to grow their business or enter a new market / sector.  They are often attracted to the cost savings and synergies they will achieve by the acquisition.  They also could be looking at solving a weakness within their own business such as a patent you may hold, an I.T. system or some cutting edge technology you have developed.  Because a Strategic buyer can extract more value from the acquisition than an Individual or Financial buyer or MBO they can afford to pay a premium to acquire the business if required to secure the deal.

TARGETING A STRATEGIC BUYER HAS MANY ADVANTAGES BOTH FOR THE BUYER AND THE SELLER AND GENERALLY ENDS IN A WIN-WIN FOR BOTH PARTIES.

Advantages to the seller of selling to a Strategic buyer;

• There will be synergies for a strategic buyer, therefore a greater return on investment and therefore the ability to pay a higher price than other buyers
• Often the Business Broker in conjunction with the seller will identify one or two possible Strategic buyers, will approach them and aim to enter into exclusive Due Diligence with one of them, if the offer and conditions are acceptable.  This is a lot less stressful for the seller, only dealing with one buyer and one party doing Due Diligence
• Due Diligence is more about understanding the business and opportunities as opposed to trying to find issues and errors in the Information Memorandum to lower the price
• A Strategic buyer generally has industry knowledge thus reducing the time, detail and quantity of information requests during due diligence. Also handover to the new owner will be quicker and allow for an earlier exit from the business
• A Strategic buyer often has similar values and outlook on life and business, resulting in a smoother transaction and both parties come away feeling satisfied
• A Strategic buyer generally has the skills to continue to grow the business and take the business to the next level which is comforting for a seller who is often emotionally attached to their business, as opposed to treating it like a cash cow and selling in 5 years

Advantages to the Buyer of a Strategic acquisition;

• It is often hard to grow organically and by doing a strategic acquisition it can give your business a significant step change in size, create economies of scale and capture attractive synergies
• In most situations you are approached by the Business Broker about the business and not have to compete on the open market to buy the business, but this will come at a premium
• The business generally is in the same sector or has a similar supply chain so you will be familiar with the nuances of the business and therefore lowers the risk of failure
• Could eliminate a competitor
• The acquisition may strengthen an area of weakness within your business. This could be people, systems, technology etc

Due Diligence can be difficult as you are disclosing your secrets to a possible competitor. You must ensure the buyer is genuine.  Before you enter Due Diligence you must ensure the Strategic buyer has put a Conditional Sales & Purchase Agreement together that is acceptable in regards to price and the conditions are few and tight and they have paid a reasonable size deposit.

The key when targeting a Strategic buyer is to work closely with your Business Broker, do not race to list on their web site or advertise the business for sale.  Brain storm possible Strategic buyers, agree on a priority of potential buyers and then give the Broker some time to approach potential Strategic buyers, arrange meetings with them etc.  If you do not manage to attract a Strategic buyer, but you feel there will be one out there, list the business at a premium initially – you can always lower the price after a period of time, but it is difficult to increase it once you have gone to market.

Martin Plom  – BBS,  CA

Bachelor Business Studies and Chartered Accountant

LINK Business Broker – Ellerslie, Auckland

P: 09 555 6048   M: 021 051 5507

Martin has had a successful senior executive career in New Zealand and USA, was a business owner for 7 years, (bought and sold with Link) and joined Link as Business Broker.  Martin specialises in larger and sometimes more complex businesses and enjoys targeting Strategic buyers.