_______________________________________ SELLING A PRIVATE COMPANY 27 y

seller’s defence is to have a choice of buyers. As already stated, having a choice of

buyers is the single most influential issue that affects a company’s value and
saleability. Incidentally, when the managing director of the acquiring company
wants to sell his/her business in 10 years time he/she too will have an equal right to
be unreasonable.
If a prospective buyer is not prepared to see value in future growth, somebody
else probably will. In addition, remember that neither party alone brings the ingre-
dients for this future growth; both buyer and seller contribute, and therefore both
should benefit.

Good preparation
Somebody controls every negotiation, and if it is not you, it will be the buyer. The
factor that gives greatest control is to have a choice of buyers. Being well prepared
for the coming negotiations is a second important factor. Key areas of preparation
through which BCMS leads its clients include:

y Considered communication. There are many ways to protect confidentiality, an

issue that must be considered early on in the process. When do you tell staff?
What do you say to them? It is far wiser to talk about raising investment for the
future growth of the business, than raising finance for the retirement of the
shareholders. In fact the language that is used throughout the process and nego-
tiations is very important. In reality, confidentiality is a far greater perceived
than actual problem. Staff or major clients almost never jump ship when hearing
the news (planned or unplanned) of a possible sale. Indeed, new owners could
well mean great opportunities for staff. Nevertheless, confidentiality should be
taken seriously and communications plans must be made.
y Documentation. In order to guide its clients, BCMS uses a 78-point checklist of
documents and information that need to be prepared. The critical documents are
the brief, the prospectus, the step change business plan and the schedule of
benefits.
y First impressions. Arguably this is a minor point, but it is often so easy to put
right that it is worth considering. How does the property look to a third party?
When was the floor last swept? How long have the 50 rotting pallets been
leaning against the front of the building? First impressions can be of dispropor-
tionate importance. People will assume (rightly or wrongly) that a tidy oper-
ation represents a tidy business.
How about your staff? Do they deal with customers and prospects in a polite
and professional manner? A buyer may well call in with a fictitious enquiry in
order to get a feel for the company’s manner.
y Objectives. What are your objectives? Why do you want to sell? What are your
price aspirations? When do you want to exit? All of these issues will influence
the type of buyer that is approached and the nature of the deal. Each sale will
need to be constructed to meet your objectives in the most tax-efficient way. If
your objectives are not clear, nor will be your planning.
y 28 M&A AS A BUSINESS STRATEGY _____________________________________

y Negotiation training. Almost every BCMS client chooses to endure its infamous
‘dry run’ meeting. In this dummy run negotiation, efforts are made to identify
and prepare for all difficult questions and negotiating traps. (The negotiating
process is discussed in a separate chapter in Part Three of the book.)
y Removing skeletons from the closet. Tax evasion, phantom employees,
contractors versus employees, unresolved litigation, product warranty problems
and so on: these (though rare) can occasionally be deal killers, or at the very
least affect the price, and will need to be considered prior to taking a company to
market.

The project brief

This document will form both the objective and plan for all that that follows. Resist
any inclination to skip this part of the project. Although you already know all there
is to know about your own business, what you write down you tend to review. This
is a healthy and sometimes illuminating process.
BCMS clients often reveal their surprise after the project brief. After the brief, they
regularly place more value on their own business. The key elements of the brief are:

y administration: key contact points, confidential telephone numbers and so on;

y company history and background: milestones in the company’s history;
y company structure: key staff, property, shareholders, vulnerabilities;
y product and service information: activities, benefits, unique selling proposi-
tions (USPs), future product development, patents, accreditations, suppliers;
y sales and market information: customers, sectors, vulnerabilities, reputation,
competition, sales activity, geographical coverage;
y the future prospects: potential for growth, market conditions, sales planning,
capacity, gains for the buyer;
y financial and other: statutory accounts, management accounts, trading cycles,
skeletons in the cupboard, adjustments to earnings, cash position, the nature of
the deal;
y the potential purchaser: geographic location, current activity, nature of clients,
areas of synergy;
y miscellaneous: professional advisers, confidentiality, companies to avoid and so
on.

The full BCMS briefing form can be downloaded from www.bcmscorporate.com.

Among other things, the brief will be used to produce the prospectus or infor-
mation memorandum. BCMS does not conform to traditional thinking when it
comes to the prospectus. A typical prospectus consists of 80, 90 or even 100 pages
of detailed information, but BCMS maintains that a traditional style prospectus
gives away too much information far too early. Typically, the prospectus will be
produced and then a gap-year student will be asked to locate 10 or 12 competitors to
whom it will be mailed.