Most frequent questions and answers
The intermediary or corporate advisor facilitates the M&A transaction between the Buyer and Seller. Where an existing business owner desires to expand, merge or IPO the company the intermediary can facilitate the process with investors, financiers, the target business or stock brokers and the ASX. Some of the steps that the intermediary would cover are:
- Protect your confidentiality
- Establish with you a realistic sale or purchase price for the business
- Identify a pool of buyers or sellers
- Prepare professional marketing materials
- Approach the right buyers or sellers on your behalf
- Screen, qualify, meet and interview the shortlist
- Craft the deal and terms
- Represent you in the ongoing negotiations
- Coordinate Purchase Offer agreements and communications
- Provide deal structuring advice and manage the experts like taxation advisors
- Coordinate the Due Diligence process with your accountants and lawyers
- Facilitate with the banks, financiers or investors if financing is required for the buyer
- Manage the process with ASIC or other regulatory bodies if required
- Coordinate the closing
The key benefit is to leverage the intermediary’s skills, experience and network of contacts to obtain the right buyer at the best price. The many steps to follow for a successful close are sometimes complex, time consuming and negotiations can break down. An intermediary will manage the complexities, get the deal back on track and allow you to continue managing your business saving you valuable time.
There are at least five reasons you should seriously consider us:
- We have a successful track record of more than 30 deal closures. As a member of
the Institute of Chartered Accountants of Australia and New Zealand we take your
privacy and confidentiality seriously
- We only conduct M&A and focus purely on mid-market transactions
- Our experience and insights can identify creative options that others may not see
- More than others, we aim to fully understand both the selling entrepreneur and the
buyer, and their respective goals
- By truly understanding both sides, we achieve a very high ratio of deal closure.
For more information see “Our Story” and “Deals Room”
Confidentiality is a key reason that Sellers and Buyers use discreet intermediaries or advisors. They do not want their business marketed on broker websites or offered to anybody. We execute a Confidentiality Agreement with the Buyer or Investor prior to sharing any information. Selling a business is extremely sensitive to staff, customers, suppliers and bankers. We understand the disruption this can cause and if not handled discreetly has been the reason for many a deal failure.
We engage with ASX 500 companies, Investment trusts, Private Equity funds and High Net Worth entrepreneurs who are seeking acquisitions. We know exactly what every buyer is looking for in terms of industry, sector, revenues, returns and valuation. We then prepare a professional executive summary of your business and present it to our short list on a no-names basis first to gauge their real interest. Once interest is received the confidentiality agreements are executed and the formal sales process and negotiations commence
Value is maximised when the business can meet and exceed the expectations of the buyer or investor. It is important to be “sale and due diligence ready” before the sale process commences. This means that the financial records are audited (if applicable) and tax returns lodged for the last 3 years, leases and contracts are all in order and lists of customers, suppliers, inventories, equipment and employees are all available and up to date.
Many buyers are prepared to pay a premium for a great business that can demonstrate the following:
- a smooth transition and full transparency
- high growth track record and forecast of earnings with strong cash flows
- a trustworthy business where the board manages corporate governance well
- social impact in the community
- care for the environment can be demonstrated
For further information see our blog titled “How do you attract a premium for your business”
We understand that larger corporates are seeking bolt-on acquisitions that meet their strategic rationale and will tick the high standards of their investment committee and board.
Likewise for Investment Trusts, Private Equity Funds and High Net Worth entrepreneurs.
Once we understand the exact industry, sector and geography you are seeking to expand in we will identify a shortlist of candidates and approach them directly. We have a five cornerstone methodology developed over many years to ensure a good match. This is our specialty and have successfully closed over 30 acquisitions. For further information see “acquiring a business”
Business valuations can swing wildly depending on many factors like profitability, cash flow, net assets, sale readiness, size, geography, growth profile, type of industry, management, trustworthiness, social impact etc. Generally you can expect between 4 and 7 times profit before tax for a good private business making over $1m profit before tax per annum.
The whole sales process can take 3 to 12 months depending on how sale-ready the Seller is and whether the Buyer has been identified.
We evaluate the viability of an IPO for your business which includes going through the advantages and disadvantages of IP0, the strategic rationale, risks and rewards. We recommend the following criteria to justify your efforts and costs, as well as attract a sufficient appetite from the public:
- At least 3 years of audited profits before tax, exceeding $3million per annum
- Growth profile of profits before tax exceeding 15% per annum over the last 3 years
- Forecast growth of profits before tax of +15% per annum over the next 3 years
- Target a Market Capitalisation of at least $30 million post-IPO proceeds
- A large and preferably diversified customer base
- Strong financial reporting and forecasting systems
- Unequivocal willingness and acceptance from Directors and Senior Management to comply with the Corporate Governance code and ASX guidelines for listed companies.