So, you’ve been approached about a merger or acquisition, or maybe you’re thinking of shopping yourself. Either way, as a small business owner, it’s important to go in with your eyes open before pursuing any kind of deal.Our team has compiled in-depth Mergers and Acquisitions 101 for small merchants that can help you take the right decision at the right time.
Mergers and acquisitions sound exciting, I know – the possibility of new resources, expanded reach, and reduced costs. But they also hugely complicate things and introduce real risks. Your business could lose its identity, key people could bail, and costs could end up going up, not down. Before you get swept away by dreams of synergy, you need to make sure the deal actually makes sense.
Some other things to keep in mind: how will the deal impact your team and culture? Are the companies even a good strategic fit? How will value be determined and allocated? What terms are really reasonable and in your interest? There are a lot of details to hammer out, and if any seem off, the whole deal could fall apart down the road.
Whether it’s a merger of equals or a straight acquisition, do your homework. Make sure you understand all the pros and cons, not just the pros. Check the numbers thoroughly, negotiate actively, and don’t get pushed into anything you’ll regret. Get good legal and financial advice – these deals can be hugely complicated contracts with lots of room for unintended consequences.
At the end of the day, mergers and acquisitions have to strengthen your mission and the value you provide customers. If after weighing all factors a deal still seems likely to do that, great. But if there are too many open risks or unanswered questions, it’s usually better to walk away. As a business owner, you have responsibilities to your team, your customers, and your own bottom line. Make sure any big deal helps fulfill them before moving forward.
So you’ve been approached about a merger or acquisition, or you’re contemplating approaching another company. The first big question is: do you want to sell your business or join another company? This choice will have dramatic implications, so make sure you evaluate both options carefully.
Selling your business means giving up control and ownership of the company you built. However, it also means potentially cashing out for a significant sum, reducing your responsibilities, and perhaps retiring or pursuing new opportunities. On the other hand, merging with or being acquired by another company could provide capital and increased resources to grow the business, access to new markets and customers, and the possibility of continued involvement and leadership roles.
There are pros and cons to each path, so determine your key priorities and objectives. Do you want maximum cash proceeds? Or the chance to build something bigger? Are you looking to retire, or stay active in the business? What is most important to the legacy and purpose of the company? These types of fundamental questions will help guide your decision between selling or joining another partner.
Cultural fit is also crucial to consider for any partnership. Even if there are compelling strategic reasons for a combination, the companies must be able to integrate successfully. Look for shared values, vision, management styles, and operational philosophies. Conduct due diligence on potential partners, and make sure there are not any personality or leadership conflicts that could derail progress together.
Once you’ve decided to pursue a merger or acquisition, the next key step is determining your business’s value and structuring the actual deal. These impact important matters like the purchase price, terms, obligations, and ongoing taxes and operations. As a seller, it’s critical to get a fair and defensible valuation to use as a target or minimum price in negotiations.
There are several methods for valuing a business, including the income approach (capitalizing future earnings), the market approach (via comparable company valuations), and the asset-based approach (valuing assets minus liabilities). Get valuations from multiple professionals to ensure you have a well-supported number to work with. Price benchmarks and industry data can also provide a “sanity check.”
On the buyer’s side, their valuation may come in higher or lower than yours, so negotiate actively and consider alternatives if needed. But also be reasonable about what price the market can truly bear for your business. With a fair and supportable valuation in hand, you’ll want definitive terms enshrined in any agreement. Consider options like an asset sale vs. stock sale, all cash vs. stock/cash, fixed price vs. earn-out, etc. Structure the deal to maximize value while also balancing risk.
•Allocating the purchase price to specific assets, goodwill, and other tangible/intangible components. This will impact ongoing taxes, contingent fees, and possible earn-outs or holdbacks.
•Deal contingencies like additional payments based on future performance (earn-outs) or prolongations of employment agreements. These should only be included if they provide reasonable guarantees of value, not just false hope.
•Closing conditions, termination rights, representations, and warranties to protect your interests, especially regarding liabilities, compliance, financials, and key contracts.
•Escrow provisions to hold back a portion of proceeds for a period of time to cover any post-close issues that surface, and indemnification to protect the buyer from potential liabilities.
•Management/employment contracts to ensure key personnel continues on in important roles following the transaction.
Valuation and structuring an M&A deal require care, professional guidance, and vigilance. Make sure any agreement fully realizes your business’s value while also balancing risks and adapting to the dynamics of negotiations. Get the best possible terms to set up the combined business for success, and your own financial and professional security moving forward.
Once valuation and deal terms have been discussed, before finalizing an agreement, both parties conduct due diligence. This means reviewing details to validate the business, its value, goals, and risks. For a seller, due diligence allows you to ensure there are no deal-breaking issues before ceding control, while for a buyer it provides justification for the price and terms agreed to.
Legal due diligence focuses on compliance, contracts, IP, permits, licenses, and any litigation or legal risks. Review things like:
•Corporate documents (articles of incorporation, bylaws, minute books, etc.) to ensure proper establishment and governance.
•Intellectual property (patents, trademarks, copyrights, trade secrets, licenses, etc.) and ensure there are no issues with claims on IP or obligations to third parties.
•Material contracts (leases, supplier agreements, customer contracts, partnership deals, etc.) and confirm there are no defaults or compliance issues. Look for potential termination or renegotiation risks as well.
•Licenses and permits to make sure the business maintains all necessary credentials to legally operate. Check for any deficiencies or expiration risks.
•Pending or threatened litigation. Disclose any potential lawsuits, claims, or legal proceedings that could impact the business.
•Compliance with key laws and regulations. Ensure there are no serious issues with tax laws, employment standards, environmental regulations, etc. that could create liability.
Financial due diligence reviews the numbers, financial health, key metrics, assets, liabilities, costs, revenues, financial reports, and projections of the business. Look for any risks like declines in revenue or cash flow, excessive debt, inventory/accounts receivable issues, compliance problems, or underperformance that could impact valuation or long-term viability. Get audited or reviewed financials if possible for the most thorough analysis.
After due diligence, you’ll negotiate the specific terms of your merger or acquisition agreement before finalizing the deal. This is your chance to maximize value, reduce risk, and get the strongest terms possible to set up the combined business for success. Some key things to focus on during negotiations include:
•Purchase price. Make sure any offered price actually constitutes a fair sale price based on your valuation. Negotiate up if needed or push for provisions allowing for price adjustments post-close.
•Structure. Negotiate the optimal structure (asset sale vs. stock sale, all cash vs. cash/stock, fixed price vs. earn-out, etc.) based on your priorities. Structure terms like installments or holdbacks if appropriate.
•Contingencies. Push for contingent payments that actually serve to guarantee value over time, not just puff up the initial price. Make them meaningful and tied to specific milestones.
•Closing conditions. Tighten conditions and ensure minimal possibilities for cancelation or termination after closing. Get reasonable protections without obstruction.
•Reps and warranties. Negotiate the strongest representations and warranties possible regarding the business, its liabilities, compliance, financials, assets, and more. Then get long tail periods and sizable escrow provisions.
•Employment terms. Secure management and key employee contracts to retain critical talent post-close. Get non-competes, bonuses, and severance provisions as needed.
•Indemnification. Get the buyer to agree to sufficiently indemnify you for any liabilities or issues that surface following the close of the deal. Get time periods and caps that meet your needs.
•Integration planning. Discuss concrete plans, timelines, and management responsibilities for integrating the companies. Get involvement and approvals in place to ensure your priorities get addressed.
Once a fair and balanced deal is negotiated, you’ll execute definitive agreements and proceed to close. This typically involves additional steps like shareholder approvals, board resolutions, legal review/signing of final documents, payment of purchase price, transfer of assets/liabilities/equity, and other administrative processes required to officially join the companies together under law.
The final phase of any merger or acquisition is integrating the companies together into a cohesive, high-performing combined business. Careful planning and effective communication are critical to success at this stage, as integrating teams, processes, systems, and cultures will determine whether the deal achieves its goals or struggles with challenges.
Some key things to focus on during integration include:
•Leadership and management structure. Clearly define the organizational chart, reporting lines, leadership roles, and responsibilities for the new combined company. Communicate any changes thoroughly.
•Retention of key talent. Make retention a priority through employment contracts, bonuses, assurances of job security, and opportunities for growth in the new company. Keeping great talent will ensure future success.
•Cultural integration. Proactively facilitate interaction and bonding between different teams. Share company history, priorities, values, and vision to build one culture and identity following the transaction.
•Process alignment. Evaluate key business processes end-to-end and align or integrate them as needed to streamline operations, reduce redundancy and achieve efficiencies. Training may be required across locations or origination companies.
•System and technology integration. Integrate accounting systems, databases, software, and IT infrastructure wherever possible to standardize reporting, monitoring, collaboration, process automation, and more. Ensure appropriate timelines and minimize disruption.
•Communication and transparency. Provide frequent, ongoing communication to employees, customers, partners, and other key stakeholders. Explain how and why the integration is progressing, and what to expect regarding changes, timelines, or business as usual. This builds confidence in the new combined company.
•Managing risks. Watch for risks around job loss, reduced morale, failure to realize synergies, legal/regulatory issues, or loss of key partnerships/customers. Address issues proactively with solutions, resources, or adjustments to integration strategies or timelines as needed.
•Metrics and milestones. Establish clear metrics, KPIs, and milestones to evaluate progress and make adjustments as required. Track things like cost savings, reduced redundancies, improved productivity, customer retention, new partnerships, stock price, financial results, and more.
With patience, diligence, and a vision for success, companies pursuing mergers and acquisitions can achieve meaningful integration. Stay focused on key priorities, communicate transparency, retain and empower great people, and adjust strategies along the way as needed to realize the potential benefits of combination and position the new company for continued growth.
Any business transaction introduces risks, and mergers and acquisitions are no exception. As an owner pursuing an M&A, it’s important to go in with eyes open to potential issues that could jeopardize the success of a deal or even threaten the viability of your business. Some of the biggest risks to manage include:
•Legal and regulatory compliance risks. Ensure ongoing compliance with laws, regulations, licenses, and permits after closing to avoid penalties, fines, or legal consequences. Get reps and warranties as protection, but also establish proper oversight and governance.
•Loss of key customers or partners. If relationships that are critical to your business’s success may be negatively impacted by a combination or change in ownership/management, find ways to minimize disruption or have contingency plans in place. Get commitments from the acquiring company regarding key partnership/customer relationship management as part of the deal.
•Cultural clashes. Differing work cultures, methodologies or values can lead to power struggles, lack of cooperation, decreased morale, and even re-negotiation of terms. Conduct extensive due diligence, be transparent about cultural impacts, and develop an integration plan focused on building one cohesive culture to avoid these pitfalls.
•Failure to achieve meaningful synergies. If cost-saving opportunities or new growth prospects are the main rationales for pursuing a deal, make sure integration plans are well designed, resourced, and effectively executed to actually realize them. Set targets, metrics, milestone dates, and accountability to keep combined teams focused on synergies and their financial impact. Lack of achievement could call the validity of the M&A into question.
•Loss of key talent. Strong leaders and key employees are essential for success, so put retention at the center of integration strategies and provide incentives for continued employment, at least for the critical transitional period following a deal. Use management contracts, bonuses, job security commitments, and career growth opportunities to maximize retention.
•Difficulty integrating operations. Challenges with bringing together business models, processes, technologies, or ways of working can introduce inefficiencies, quality issues, employee frustration, and loss of momentum. Careful planning, executive sponsorship, and agile problem-solving help minimize integration struggles to keep business momentum strong.
Comprehensive management of risks around legal/regulatory compliance, partnerships, culture, synergies, talent, and integration operations is key to achieving the benefits of M&A deals rather than the perils. Early risk identification, mitigation planning, and active risk monitoring continue to be important long after a transaction closes to build a cohesive, high-performing combined business and ensure the vision for why a deal made sense comes to full fruition.
Mergers and acquisitions represent significant, complex business undertakings with the potential for transformative growth and opportunity, but also substantial risks and hard work. For small business owners, it is critical to go into any M&A with eyes open to both possibilities and perils. Whether selling your business or merging with another company, do so only if there is a compelling strategic and cultural rationale, solid planning, and reasonable expectations of what can be achieved.
Determining if an M&A makes sense, how to value your business fairly, negotiating the strongest possible terms, conducting thorough due diligence, and planning comprehensive integration strategies are all important parts of the journey. So too are appointing any needed advisors, setting clear objectives, maintaining flexibility, monitoring progress closely, and making quick adjustments as required along the way.
Realizing the full potential benefits of mergers and acquisitions takes hard work and diligence, however exciting or advantageous a particular deal may seem on the surface. Stay focused on key priorities, manage risks, communicate transparency, empower great people, and commit to building a cohesive, high-performing combined business for long-term success.
For some small businesses, remaining independent may ultimately prove the wisest path. But for others, the resources, reach, reduced costs or new opportunities that come through a partnership with another company are what is needed to thrive and continue innovating to meet customer needs. When the time comes to explore strategic options like M&A, make sure any deal you pursue strengthens rather than threatens the business, team, purpose, and value you have built.
If mergers and acquisitions are approached and executed with eyes open, courage, and care, the potential to unlock new heights of progress and prosperity is very real. But you must go in with a balanced perspective, not just enthusiasm. Understand the realities of what’s at stake and all that is required to succeed before deciding if and when to wed your company with another. With hard work, integrity, and realistic expectations, the future can be bright indeed for the combined business, your team, partners, customers, and your own professional and financial interests as an owner.
The road to M&A may not be an easy one, but with awareness and action, opportunities and risks can both be managed, and meaningful success achieved through partnership when and if the time comes. May deals, if any, serve to strengthen rather than threaten the vital work of the organization, team, and mission that built the business. that is the vision that should guide each step of the journey.