Selling your Business

If you have worked hard over the years to build up your business you may find it hard to give up. It has probably become a big part of your life, dominating your thinking and your free time.

On the other hand, you might be sick and tired of the work and the hours and the whole thing has become a burden.

Whatever your reasons for selling, it is important to plan for it (just as you planned for its operation) to maximise the returns. You should plan for the orderly exit of a planned sale and for a sudden exit (death). It may sound morbid but you don’t want your creditors or the government getting all that you’ve worked so hard to achieve.

Selling your business will be one of the most important things you will do in your business life. The price you get for your business may determine your retirement income or the level of debt you are left with after the sale.

You need to develop a marketing plan including an in-depth profile of your business. A business profile should include:

• history and nature of the business

• five year financial overview

• business operations

• business management and employees

• competitive situation

• industry and market expectations

• business strategy and projections

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In a similar way as if you were selling your house, you should attend to the housekeeping details of your business so that it is presented in the best possible light to potential buyers. First impressions are important.

Finding a Buyer

Prospective buyers may include competitors, investors, employees, suppliers, customers, or people who have previously shown interest. They may be individuals, local firms, regional or national firms, or foreign-based corporations seeking to build a Thailand base. You should seek professional help for this phase of selling your business.

You will need to understand the advantages and disadvantages of selling to a buyer from each of these groups, identify current trends in the acquisition marketplace, and together with your legal representative, address any important questions about the prospective buyers and the sale.

Typically, a prospective buyer will want to know about your business’ past performance – its revenue and income, consistency and growth, work-force stability, and return on investment. But the future will be of equal, if not greater, interest. A buyer will want to know the prospects for your industry and, more specifically will want to see projections of your business’ growth potential, risk profile, working capital needs, and return on sales, equity and assets.

Financial buyers. These types of buyers are primarily interested in your company’s cash flow. They are typically individuals or companies with money to invest, and are willing to look at many different types of businesses or industries. They may be holding companies that are simply looking for good returns on their investments, and who would like your current management to stay in place.

Strategic buyers. Strategic buyers are those who are looking for a business that will mesh with their own long-range business plans. They may be one of your competitors, or a similar company from another region that wants to expand into your local area. A typical strategic buyer would be a larger company which does what you do. However, another possibility is a company in a related business, whose management can see that a “marriage” with your company will be of benefit.

Company insiders. A third group of potential buyers for your company are your key employees. These people know your business from the inside, and may already have a personal stake in seeing that it survives and prospers. They may be willing to pay more for your company than an outside financial buyer would, because their inside knowledge lowers their risk.

Structuring the transaction

Once a serious and qualified buyer has been found, your negotiations begin. You will want to know what the buyer can and will do for your business, your managers and employees, your customers, and most importantly, your long term plans.

You and the purchaser must agree not only on a price but also on a payment structure that specifies the form and timing of your compensation. There are no hard-and-fast rules, but generally, the seller of a stable, profitable, and easily run business is likely to receive a larger part of the total price in cash. If your business is less stable, or is difficult to run, be prepared to be flexible. You may decide to receive part of the sale price over time and you may agree to adjustments in the price based on future results.

The sales contract should be designed to protect the rights of both parties. The key sections may include assets or stock to be sold, purchase price and allocations, financing arrangements, non-competition and/consulting arrangements, and arbitration provisions.

Finally, your future role in the business should be clearly stated in the contract. This can range from immediate severance, to transitional involvement, to a continuing position as manager consultant. Non-compete and other arrangements should also be clearly stated.

It is important that your legal representative handles the transaction as it is often difficult to remain objective in negotiating the deal and arranging the transaction.

Negotiating – mistakes to avoid

Here are 12 of the common mistakes to avoid:

1. Don’t concentrate on disagreements. It’s tempting to put the emphasis on the problems. This creates a deadlock, and no reason to continue. Start with, and emphasize, the points of agreement, no matter how small. This gives a more positive air to the negotiations.

2. Don’t hide the flaws. A seller should make sure serious flaws are disclosed before the first offer. Disclosing serious flaws after an offer is made is not only unethical, but it is poor negotiating strategy.

3. Don’t ignore the marketplace. Everyone wants to buy low and sell high. The fact is, almost all buyers who insist on paying less than market for a business never buy a business. And, sellers who overprice their business end up owning it forever.

4. Don’t take unreasonable positions. Unreasonable positions create distrust and distrust ruins deals. Overpricing on the seller’s part and underpricing in the buyer’s offer create bad feelings and distrust about each other’s motives.

5. Don’t set unrealistic objectives (buyers). Many buyers want the perfect business: no risk, high profits, no competition, and of course a bargain price. A more realistic objective is to find an interesting business with prospects for growth, with disclosure of important facts from the seller, and a fair price – with all the cards on the table!.

6. Don’t set unrealistic objectives (sellers). Many sellers want to retire or buy another business with the proceeds of a sale. They need all cash, a quick sale, no income taxes and the highest possible price. In actual fact, the choice is between selling for market value, or over pricing the business and not selling at all.

7. Don’t fail to recognise a good thing! Dragging out the negotiations with multiple counteroffers decreases the chance of ever reaching an amicable agreement.

8. Don’t fail to listen. Learn to listen to the other side as it often helps you solve problems at very low cost to you.

9. Don’t negotiate against yourself. Good negotiators will ask you to do better before they respond to your last position. Don’t fall for it!

10. Don’t delay. Time is the enemy of every deal. We all have second thoughts about committing ourselves. As time goes by, the more likely we are to change our mind.

11. Do make friends. People want to do business with people they like. Cultivating the other side and listening to their needs will often get you a better price and certainly an easier deal.

12. Do put it in writing. This is the most avoidable, yet most frequent negotiating mistake made. Whether through honest misunderstanding or worse, the deal you thought you had will change if it’s not in writing (and signed).