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       DEALING WITH POTENTIAL BUYERS
       With your house in order you will be                      HOW TO MAXIMISE YOUR
       well prepared if you are approached by
       an acquirer. If you’re actively looking                   REVENUE
       for a buyer, it’s important that your
       management team and all other                             Where the opportunity exists, make
       shareholders have similar goals and                       sure all revenue is properly contracted.
       expectations. This will help to determine                 Make sure all accrued income has been
                                                Matthew
       the type of buyer to target, how to present   Matthew     accounted for correctly. Buyers will
                                                Katz, Partner,
                                                Katz, Partner,
       your business, and how to approach       Corporate        want the numbers clearly presented
                                                Corporate
       negotiations. Buyers might include       Finance Team,    to industry standard. Something to be
                                                Finance Team,
       direct competitors, overseas buyers,     Buzzacott        wary of is applying accounting policies
                                                Buzzacott
       financial purchasers, companies in related                incorrectly to minimize tax instead
       industries and wealthy individuals. Each                  of maximizing value. Buyers like to
       will need different approaches, and your                  see recurring, quality revenue from
       lead adviser can guide you.                               subscriptions. They will look at the
                                                                 quality of sales. Can you demonstrate
       Advice from members who have dealt with                   that your customers are actually
       an approach is not to seem too keen but                   using your product or service or are
       always agree to meet them. Members also                   they likely to cancel at the end of the
       advise that you meet somewhere neutral                    contract? They will also look at the
       to avoid speculation within your team.                    diversity of sales, and whether a large
       Ask who will make the buying decision, try                proportion is from one big customer.
       to meet with them, and ask them what
       they’re looking for and what they value.   Partners advise
                                                 against giving   strategy. For example, look at their public
       If it’s a competitor or a business in a   any indication of   documents and press related to acquisitions.
       related sector, get a decent exclusivity   price expectations
                                                 as buyers will
       agreement and NDA which precludes    automatically cap at   COMMUNICATION
       them from developing something similar   that price or it may   When it comes to informing the wider team
       or acting in your market for 12 months.   put them off, so let   some members who have been open have, in
       Research the potential buyer with your   them find their own   hindsight, said they would have waited until
       adviser and try to understand their         valuation.  the deal was done. It can distract people

                                          THE SALE PROCESS

         pre-sale period      Initial Assessment  Choosing Advisors  Review of Alternatives  Pre-Sale Grooming
         sale process     Prepare Information Memorandum  Vendor Due Diligence  Timetable

                              Identify Purchasers

                              Contact Purchasers  Confidentiality Letters
                              Preliminary Offers  Shortlist Purchasers

                               Due Diligence     Management Presentations, Site Visits, Data Room, DD Report, Draft Contract
                                Final Offers       Deal Structures  Forms of Consideration

          Chose Preferred Bidders  Preferred Bidder  Exclusivity    Conditions
                             Further Due Diligence  Control Information Flow  Vendor DD assigned to Purchaser
                               Legal Contracts  Warranties + Indemnities  Service Contracts
                                                  Disclosure Letter
                              Legal Completion   Public Announcements  Net Asset Adjustment
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