When and on what terms shall I sell my company? Many entrepreneurs are facing this dilemma. Being an exclusive advisor, we support our Clients at every single stage of the selling process, thus boosting the chances of success, understood as a successful and satisfying closing of the transaction.
- when to plan selling your business,
- what can be sold,
- what the process of selling a business looks like and
- how you can benefit from your cooperation with RSM Poland.
There may be different reasons behind a decision to leave your business, for example:
- urge to take up new business challenges, often in an entirely different field or industry,
- lack of successors,
- plans to get a well-deserved rest and enjoy what life has to offer,
- market downturn or adverse developments in the industry,
- shareholder dispute and in-house conflicts,
- professional burnout,
- lack of ideas for further expansion, perceived as a barrier for further growth.
Knowing the rules of the selling process will definitely make the transaction go smooth and may be decisive for the final success of your negotiations.
The need to sell the business quickly may be forced by circumstances (e.g. health situation of the owner or re-organisation at the group level) or result from the fact that there is a party out there interested in making the purchase.
No matter what the reasons for selling are, knowing the rules of the selling process and what its stakeholders do will definitely make the transaction go smooth and may be decisive for the final success of your negotiations.
Preparing your business for sale means you have to put everything in the right order in organisational, legal, financial and fiscal terms. Planning the transaction process early enough will make your business more attractive and there will be more potential buyers eager to buy it.
Any business can be sold, regardless of its size or legal form. We can sell a sole proprietorship, a limited company, a partnership, an organised part of the enterprise or individual assets of your business. If you want to make appropriate changes in the legal personality of the enterprise when preparing and structuring the transaction in order to maximise benefits and reduce any risks on part of the seller, there is nothing standing on the way.
Remember about the effectiveness
Selling your business is a process that should definitely be sorted out with some professional support. However, you must remember that all the things you do should be effective at the end of the day. The advisor involved in handling the transaction should be flexible in his approach and cater to the actual needs of the seller in a given situation.
It is not always necessary to have complete documentation prepared for a transaction to be completed effectively. A lot depends here on how advanced the selling process is, and on external factors, including the market environment. There are cases in which the business is so transparent or the parties know so much about it that the work of the transaction broker boils down to determining the value and negotiating the sales contract details, usually after conducting a due diligence.
We have experience in consultancy at all stages of the business selling process. No matter when you get us involved in your transaction (for all or part of the work), we are able to do what it takes in a given situation, and thus offer efficient and effective support to the sellers. In sales transactions, we cooperate with large international market players, as well as small and medium entities from the local market. Our Clients are multinational corporations as well as domestic family companies.
Stages of selling your business
The scope of work resulting in a successful sale of your business can be divided into three stages:
Preparing your company for sale
Preparing your company for sale is the first stage involving coming up with an appropriate strategy, preparing a teaser and memorandum, and identifying potential buyers.
Preparing your business for sale in a proper way is fundamental to the entire process: it allows you to go smoothly through all its stages, thus boosting the chances of success, i.e. a successful and satisfying closing of the transaction.
- Come up with appropriate strategy: together we agree upon the sentiment and willingness to sell, and assess if the transaction is feasible in the present market situation. At this stage, it is also important to make a pre-valuation of the business to be sold. Knowing this pre-valuation will shed some light as to whether you will be happy with the price you may get. With a proper strategy, you can also adopt a preliminary transaction structure that would be the best choice.
- Prepare the necessary materials: for a transaction to be effective, you need to present the information well and communicate with the buyer properly; therefore, it is advisable to develop materials that will be your “language” in negotiations is recommended.
- Teaser: a short document with basic information about the business to be sold. Its main goal is to attract prospective buyers.
- Information Memorandum: a document with more details about the business to be sold, including detailed information on its history, activity and financial results.
- Identify prospective buyers: we prepare a list of prospective buyers based on many sources of information, including those provided by the business owner, our data bases as well as information gathered from our worldwide international RSM network.
Marketing and collecting quotes
Marketing and attracting interest are both aimed at creating a demand for the business to be sold effectively.
- We get in touch with prospective buyers: once buyers have been pre-selected, we get in touch with them. At this stage, we provide the buyers with some information about the business to be sold while keeping a certain level of anonymity, and we disclose your details only after concluding a non-disclosure agreement.
- We collect letters of intent and initial quotes from interested buyers: our effort here is aimed at creating a genuine interest in the purchase; therefore, we filter the group of eager buyers and elicit initial quotes from them. We want to eliminate those entities that want to join the process only in order to learn some information about the competition.
- We meet with buyers who are interested: in order to verify the purchase intention, we arrange a series of preliminary meetings with prospective buyers.
Negotiations and transaction closing
Negotiations and transaction closing are aimed at the successful completion of the selling process.
- We arrange meetings with buyers who are interested: we arrange and hold meetings with prospective buyers, with the seller attending. Having a larger group of eager buyers means they will usually compete for the price and what will follow is: better terms for your transaction.
- We help draft the final deal: we are actively involved in drafting a sales contract that will secure the interests of the seller and allow for the best terms and conditions for your transaction to be achieved.
- We support you in concluding an exclusivity agreement: sometimes, for the sake of the selling process and good transaction terms, the best solution is to offer exclusivity to one of the buyers.
- We coordinate due diligence: in collaboration with the seller, we prepare the contents of the data room and supervise the process of sharing information and performing due diligence by interested buyers. We take care of the communication quality in the process.
- We support you in negotiating contract terms and conditions: the selling process is complex. One of its key elements is setting the selling price. The future sales contract must also include any other important provisions and obligations and adequately secure the position of the seller while taking any conditions put forward by the buyer into account. We ensure that the parties properly understand the terms and conditions of the transaction, choose the best structure and settlement model and define a potential conditions precedent.
- We participate in the signing of the sales contract: we coordinate the process and attend the meeting where the final transfer of the ownership of the business takes place.
It is often the case that the selling process continues for several months after the contract has been signed. This may be due to:
- the need to meet the conditions precedent, if a preliminary contract was involved,
- the method of settling the price.
Our support in the business selling process also includes a series of ongoing consultation sessions after the formal transfer of the ownership title to the business.
- We put the selling process in the right order, defining its milestones.
- We ensure the entire transaction is confidential.
- We prepare documents necessary for proper communication with prospective buyers.
- We take the burden off the management, letting them focus on the operational matters of the organisation during the selling process.
- We will actively support you in the process of negotiating the terms and conditions of the transaction and ensure that the price is as high as possible.
- We will ensure effective communication and an opportunity to reach buyers from all over the world owing to the global RSM network opportunities.
Should you need support in the process of selling your business, we encourage you to contact our expert, Krzysztof CIESIELSKI:
tel. +48 22 8690 666
fax +48 22 8690 660