The decision to sell or partially exit a family or private company often represents the most important decision in an entrepreneur’s life.

 

As entrepreneurs ourselves, who have faced these decisions (as opposed to simply advising others) we have empathy in this regard and we fully understand the many and complex issues involved.

 

We aim to project manage the entire disposal process, co-ordinating other professionals and by thorough upfront planning, we ensure that the process progresses smoothly and retains momentum. This is the key to maximising shareholder value.

 

Our role includes:

 

• An upfront tailored strategy review of the various options available to shareholders 

• Valuation of the business 

• Preparation of the business for sale so as to minimise any due diligence risks 

• Development of a strategy for marketing the business 

• Identification of possible buyers, both in the UK and abroad

• Preparation of the sale prospectus, highlighting the key attributes of the business 

• Assistance with presentations to potential buyers

• Discrete approach to the potential buyers to seek offers 

• Negotiation of the price and other terms and conditions of the sale 

• Co-ordination of the due diligence and legal process 

• Proactively project managing the transaction through to a timely completion

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Case Study – Company Sale £50m

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Signia was retained by the shareholders of a privately held company to explore the potential sale of 100% of their share interests.  The shareholder group included the founder and current CEO, a minority Angel Investor who had no day to day involvement and the management team who held the balance of the equity.  The founder and Angel Investor wished to exit completely with no ongoing involvement; management however preferred a partial exit together with an ongoing role in the business post sale.

 

Our approach had three distinct phases of work.
 

* preparation of the business for sale
* identification of and approach to the buyer pool
* negotiation and completion of the transaction with the preferred party

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Within these three phases we delivered the following milestones:

 

Preparation

* agreed individual shareholder objectives so that the sale process was focused on delivering the "right" result for each
* assessment of the business to highlight strengths (‘value enhancers’) and possible weaknesses(‘value detractors’).  Strategies were then put in place to minimise detractors, for example the appointment of an interim Finance Director
* development of an Information Memorandum which succinctly described the business activities, summarised historic and prospective financial performance and highlighted the key strengths of the business
* early preparation of vendor due diligence (legal and financial)
 

Buyer Identification

*research to identify possible bidders.  The filtering criteria included buyer size(and therefore ability to pay), likely synergies and understanding the probable future intentions of the acquirer including the impact of the acquisition on management roles and employees generally
* buyer contact
* discussions with buyers to understand their valuation parameters
* Filtering of initial offers to form a short list
* provision of further information and access to management in order to encourage and extract higher bids
* selection of preferred party and granting of exclusivity for a limited period
 

Negotiation to Completion

* management of all buyer requests for more data
* review of buyer due diligence reports to ensure all factual inaccuracies or buyer misconceptions are eliminated
* negotiation of all key commercial issues
* final completion