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cash up front as possible and treat it as if
it’s the only cash you will get. If a portion
of the money is dependent on future
performance, try to ensure you still have
enough control over the company and
relevant decisions during that time.
During the negotiation, advisers can be
the ‘bad cop’ to press key points; with
you able to come in as ‘good cop’ if
necessary to maintain goodwill. Partners
and members recommend having realistic
expectations, sticking to them, and
ensuring advisers follow the same line.
Be prepared to pull out though if your
objectives are unlikely to be met.
Assuming you receive more than one offer
that meets your objectives, the main terms
will go into a heads of agreement covering
key points of the deal. Your negotiating
position will be strongest at this point as,
hopefully, you will have competing offers
and you can choose your preferred bidder.

Once you have signed the Share Purchase
Agreement (SPA), the more intensive legal
negotiations will begin. To keep the deal
momentum going, members and partners
recommend tight timelines and a limited
period of exclusivity for the preferred
bidder to maintain competitive tension.

MEMBER INSIGHT: we got approached we immediately got advisers
THE SALES PROCESS to work with us (a boutique M&A firm). We paid
them substantial fees but definitely got a huge
Michael Kraftman, CEO, Vision Direct amount of value from them. I would highly
recommend that anyone in the same position
Vision Direct, which sells contact lenses gets themselves a good adviser. We’d met this
online, grew to £33million and 140 broker before, and they are very tightly focused
employees in 9 years through a combination on our sector. They know our buyers very well
of acquisition and organic growth before which was absolutely invaluable for us. Once we
it was acquired by Essilor, a major French got started we did turn it into a normal sales
multinational optical business quoted on the process, e.g. invited other bids and so forth.
Paris stock exchange, the CAT40.
The only thing I would have done differently is try
The growth/exit strategy evolved over time and deal with the emotional rollercoaster in a bit
but by the end it was a very clear, conscious more of a detached way. The negotiations were
strategy. The great thing about this business tough and can drive you crazy! I think we did
is that you have a disposable product with everything right as a business, but if I could have
customers continually coming back to buy dealt with it better personally, been less stressed,
from you, so you have a really compelling that would have been preferable for me.
business model. It’s been easy to raise
money off the back of a steadily growing Of course, there is lots of due diligence,
top line revenue, which made acquisitions a negotiations, meetings; that can inevitably
logical strategy to grow the customer base distract you from the running of the business;
quickly. but it is important to still perform strongly
throughout the whole process. Because we
Although the business wasn’t for sale, when had recently done a fundraise with institutional