Mergers and Acquisitions (M&A) are pivotal events in the lifecycle of any business. You have decided to sell your company - congrats! This is a huge first step in the process and one not to be taken lightly. Next, leading your company through an M&A requires a blend of strategic planning, meticulous execution, and keen negotiation skills. Here we will provide you with an overview of the process, complete with sample activities, expected outcomes, and professional tips specifically tailored for founders spearheading their own M&A journey. In the future, we will deep dive into each of these sections and provide you with an easy downloadable playbook to help drive your M&A process.
Arguably the most important part of an M&A process is the preparation. Deal preparation is the groundwork stage where you set the stage for a successful transaction. During this phase you will collect, review, edit and upload all documentation related to your company. The key of this step is ensuring that you are comfortable with your documents so that when a buyer asks a question, you have the answer.
Sample Activities: Assessing company valuation, preparing financial statements, and identifying potential risks or deal-breakers. Developing a data room with needed documents including contracts, employment agreements, key customer information, and business / strategic plans.
Sample Outcomes: A clear understanding of your company’s worth and a robust data room ready for prospective buyers' scrutiny.
Pro Tips: Due diligence lists on the whole are the same (of course with some nuance by industry) and not all documents are equally important at the start. If you are trying to speed up your time to market, focus on cleaning up your financial statements, human capital data and customer information. At Syncquire, we can ensure you are prepared to go to market.
This stage involves creating compelling materials that highlight your company's value proposition to potential buyers. Typically there are two documents that are required with each deal: the teaser and the investment memo (or IM). The former gets your foot in the door with a potential investor. The latter provides the investor the data they might need to provide you with a non-binding offer which will trigger the due diligence process. You can also develop a presentation of the materials in the IM which can be leveraged during conversations with potential buyers but is not a must as a discussion can suffice.
Sample Activities: Developing an informative teaser document, a comprehensive Information Memorandum (IM), and a detailed presentation.
Sample Outcomes: Engaging materials that succinctly convey your company's strengths, growth potential, and strategic value.
Pro Tips: Focus on storytelling to your audience. Align your materials to showcase how your company fits into the bigger picture of the potential acquirer's strategy. This could mean different story lines depending on the buyer (e.g., a strategic acquisition might focus on potential synergies whereas a PE acquisition can be more of a focus on the numbers). Remember, don’t put so much pressure on these materials, they just get your foot in the door. The story and your company will close the deal.
In this phase, you begin to create a list of the potential buyer universe as well as which buyers you want to go for first. This should of course align with your business and strategy in the deal but you should not limit yourself in developing a long list. There are many ways to get information and contacts onto your list: you can leverage your own CRM, you can find buyer databases or you can ask around your network. Ultimately, you are the expert in your industry and likely know the buyer (or players) who will be interested in your company already - you just need to contact them!
Sample Activities: Conducting market research, identifying strategic and financial buyers, and categorizing them into a short and long list. Review you long list of buyers and determine which might be best suited for your company.
Sample Outcomes: A focused list of potential buyers that align with your company's market and strategic goals.
Pro Tips: Utilize industry-specific databases and networks to identify potential buyers. You likely know more buyers than you think! Once you put pen to paper (or fingers to key), try to prioritize those with synergistic potential. Of course, with Syncquire, we do this work for you 😉
A procedure letter provides an ideal timeline and process for the deal. This can be one of the most important parts of a self-driven process as it provides the buyer with deadlines and can keep the process moving forward. It is also a space where you can explain any special terms on timeline (e.g., would like to close in 60 days) so buyers are aware up front and you don’t run into issues later. Likely this won’t take you much time to produce but could provide benefits in the long run.
Sample Activities: Specifying bid procedures, timelines, and confidentiality agreements.
Sample Outcomes: A clear roadmap for potential buyers, minimizing confusion and streamlining the process.
Pro Tips: Ensure clarity and precision. By providing all buyers with the same playing field, you are well suited to ensure that there are no surprises later.
This is where the go to market exercise begins. Based on the parties on your short list, you can begin outreach with potential buyers. This can happen via email or LinkedIn depending on if you are connected with them or not. It is typical for institutional investors to respond quickly to the inquiries while strategic buyers can sometimes take a bit longer as they assess the deals. Once you have a response and interest, it’s typical to meet with the potential buyer to conduct and overview of the deal, answer any questions and distribute the IM. From there, inquiries come via email that will help the buyer to determine if they will submit a letter of intent (LOI) or non-binding indicative offer (NBIO) depending on your process.
Sample Activities: Contacting potential acquirers, fielding initial inquiries, and arranging meetings. Ultimately, the goal is to complete whatever you need to in order to get an LOI / NBIO on the table.
Sample Outcomes: Initial interest from multiple potential acquirers, leading to deeper conversations.
Pro Tips: Personalize your approach for each potential acquirer and leverage your network for warm introductions. When dealing with the inquiries, it is best to keep an FAQ document that can be shared globally with potential buyers. This saves you from repeating the answer to a question multiple times. Using a smart data solution like Syncquire can help to greatly reduce this manual work.
During this stage, multiple deals will hit the table. Of course, you will want to time these in order to have the ability to review, negotiate and ultimately select one (or many if you are not leading an exclusive process). During this stage, you will agree on the basic terms of the deal including purchase price, barring no major discoveries during due diligence that leads to a price adjustment.
Sample Activities: Reviewing and negotiating LOIs, assessing terms, and selecting the most promising offer.
Sample Outcomes: A non-binding agreement that outlines the terms of a potential deal.
Pro Tips: Scrutinize the terms of the deal carefully. Some buyers will be more transparent and clear with their deals than others and if you feel uncomfortable with any part of the deal, ask about it. Additionally, focus on more than just the financial offer; consider strategic, cultural fit and long-term success of your business (especially if there is an earn-out structure in the deal!).
The exhaustive process where potential acquirers evaluate your company. Emphasis on exhaustive. This is where preparation pays off. More often than not, buyers will want a lot of information quickly. If you spend the time in the beginning of the deal on getting your documents in order and ensure it's comprehensive, it can make this portion of the deal process a lot less painful.
Sample Activities: Providing access to your data room including an index on where they can find specific documents, answering queries, and facilitating meetings as required.
Sample Outcomes: A thorough examination of your company's financials, operations, legal standing, and market position which leads to a binding offer.
Pro Tips: Spend the time preparing for the deal so you don’t get stuck in this phase scrambling for documents. Additionally, maintain transparency and prepare your team for an exhaustive review process. Syncquire's platform helps to support founders with this process to reduce the manual burden of document collection.
The final and critical stage of negotiating the terms of the sale and closing the deal. This is the stage in which you will finalize the terms of the deals. Of course, this is where lawyers will get involved to represent you in the negotiation process. In an M&A process where most of the information is portrayed to buyers up front, the NBIO should not differ that much from the final offer provided. However, if the data is incomplete or inaccurate, then the final offer can be adjusted based on findings from the time of the NBIO.
Sample Activities: Engaging in detailed negotiations, finalizing deal structure, and agreeing on a definitive agreement.
Sample Outcomes: A signed agreement that meets both parties' expectations.
Pro Tips: Be prepared to compromise, but also know your deal-breakers. Syncquire can help you analyze the deal to determine areas for additional negotations. Of course, you shoudl engage experienced legal advisors to help you with the specific terms.
As you can see above, this process can take anywhere from 6 to 12 months and it depends on a number of factors including how prepared a seller is and the buyer’s diligence process. Navigating the M&A process as a founder can be complex, but with the right preparation, tools, and mindset, it can lead to a successful and rewarding exit. Remember, each step of this journey is crucial in shaping the outcome of your deal. Utilize platforms like Syncquire to streamline processes and maintain focus on your ultimate goal: a successful M&A transaction.
Want to hear more about how Syncquire can help you with this process? Sign up for a free consultation here.
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