Buying a business can be a big step forward, or it can turn out to be disastrous. This briefing assumes that you have already found a suitable target business.
It explains how to complete the purchase of the target business, including checking what state the business is really in.
The main pitfalls tend to be similar, regardless of how large the target business is.
This briefing covers:
From the outset, your aim is to make the vendor want to sell the business to you.
Your integrity and your future plans for the business are usually important to the vendor.
You must be sure that the business has no major problems. Preliminary 'due diligence' is completed before you make a firm offer for the business. The vendor's Sales Memorandum usually glosses over the weak areas.
For example, which new competitors are entering it?
It is unusual to have much access to a business before an offer has been accepted. Wait until you have agreed 'Heads of Terms' (see 5) to do a more thorough investigation.
For example, specialists in:
Ask what the last four deals were that the adviser worked on. Ask to speak to the four clients about their experiences.
This approach quickly reveals which advisers are good. You can also pick up useful tips on buying a business.
For example, you could ask a financial adviser to analyse projected margins for orders over £5,000.
Give advisers a timetable for the work.
Agree a target number of hours for each stage of work, and a system for keeping you regularly informed of costs.
Negotiate a limit on the maximum fee.
For example, you might pay an adviser a percentage of any reduction achieved in the price.
For example, question claims that the gross margin is going to increase.
For example, can your existing business also grow by selling to the target business' customers?
Risk is higher if the target business:
You may have to fund losses for some time to come.
Heavy borrowing to finance the purchase may also increase your risk.
Conversely, the lack of adequate finance may have been all that was holding the company back.
Take into account:
Assess what you are prepared to pay and be able to articulate why. Be prepared to amend the basis for your offer if necessary.
For example, that you can pay in cash or that all the employees will be kept on.
The 'Heads of Terms' agreement sets out the main terms of the sale. This is also called 'Heads of Agreement'.
For example, you might buy the fixed assets (equipment etc), stock, debtors and orderbook, and re-employ the people.
For example, it could involve shares in your own business.
For example, the vendor might be prevented from speaking to other buyers for a ten-week period.
For example, the achievement of a particular result (eg a minimum level of audited profits or firm orders, or the sale of an asset).
For example, covering business assets, audited accounts, orderbook, debtors, creditors, employees, and legal claims.
For example, you usually receive a tax indemnity, to cover any undisclosed tax liabilities relating to transactions before the date the business was sold.
After signing the Heads of Terms, you should make a thorough examination of the business. This is the second stage of due diligence.
If this is the owner, his continued involvement will be more valuable.
What are their comparative advantages?
What is the scope for improvement?
For example, are the debtor period and the bad debt provisions realistic?
Does it reflect the outlook for the industry and the whole economy?
Revise the business' projections, if they are out of step with these indicators.
Rising stock levels may be a dangerous sign, especially in manufacturing, seasonal or fashion industries.
Would you expect any to leave? If so, would the key people stay?
This might include property, equipment, vehicles and intellectual property (eg registered patents, copyright).
This includes employment contracts, any pensions and contracts with third parties, such as customers and suppliers. Look for contingent liabilities.
Consider what effect a change of ownership will have. Some contracts may be nullified as a result.
If your due diligence checks have been thorough, you should be in a strong negotiating position.
Deferred payments can benefit both sides.
They allow you to pay using cash generated from the business itself.
They allow you to suggest an 'earn-out' payment.
They may lower the vendor's tax bill.
To ensure a smooth transition, there are two priorities.
Make the announcement positive.
It is important to make them feel settled and motivated from the outset.
This plan will have evolved during the whole buying process. Complete it before you make the final offer, including a timetable.
The plan outlines all the steps necessary to achieve key objectives such as:
Make clear to employees your determination to carry through your plans.
For example, by closing (or turning round) any loss-making operations or by selling under-used assets.