Selling Companies - ICON's Role
We will manage every aspect of the sales process, which consists of 10 main steps:
1. Pre-sale Planning
In grooming the business for sale we will help you identify and resolve potential issues that may arise during the process: for example litigation and disputes, sale of peripheral assets, renewal of contracts that have lapsed, sale or closure of non-core business units, housekeeping and basic tax planning.
2. Preparation of the Sales Memorandum
We will prepare the Sales Memorandum, which is the main marketing document setting out key information on the business.
3. Identification of strategic purchasers
We will draw up a target list of potential acquirers. We will then filter this short-list to identify those buyers to whom the acquisition would be strategic (where there is a revenue or cost synergy or a geographic gap – these buyers can justify paying a premium).
4. Confidentiality
We will make an initial approach to your potential acquirers on a confidential basis, this does not disclose the name of your company. Only once our Confidentiality Agreement has been signed, will the name and the in-depth Sales Memorandum be distributed.
5. Meetings with potential acquirers
We will arrange and attend meetings with potential acquirers and help you prepare a brief presentation.
6. Negotiations
We will draw up a timetable to ensure that all the purchasers submit offers at the same time, which will allow you to compare offers and lets the buyers know that they are in a competitive process. Setting this timetable requires experience, too tight and you may lose buyers, too long and you risk losing momentum.
7. Indicative Offers and competitive tension
In addition to price, we will ask the purchaser to provide details of funding, timetable, diligence and plans for the business. We will advise you on the intrinsic value of each offer and help you select your preferred bidder – highest is not always best.
8. Final offers – time to select the preferred bidder
Before a preferred bidder is chosen, it’s time for us to clarify aspects of the offer and to negotiate keener terms. Buyers will often re-submit offers having “sharpened their pencil” and changes can be significant if the acquirer believes this will secure the deal.
9. Due Diligence
This is a critical stage of the process and deals do fall down here, usually because of a change in business performance, or a breakdown of trust, due to lack or information. We will carefully control this part of the process to protect the business and the deal. Chipping away at the deal terms is a popular pastime and under bidders need to be kept warm.
10. Closing the deal
To successfully close the deal we need to actively project manage the process right through to completion, working alongside you, the acquirers and lawyers. Negotiation never stops until the ink is dry and the champagne is popped.
