Why buy a business?

• a route to new products/markets
• commercial opportunity
• Management buy-out
• need to expand geographically
• surplus cash on the balance sheet
• over-capacity / high fixed costs
• more product lines needed
• lack of critical mass

The search and acquisition process

This can take a number of different routes:

• reactive or proactive
• confidential or direct
• via a specialist

Negotiating the purchase

• how much do the vendors want?
• how to pitch your initial offer
• negotiating Heads of Terms and signing an exclusivity agreement
• impose a timescale
• know when to walk away

Finding funding

There are many different funding options available:

• own capital
• external debt and / or equity
• leveraging combined assets
• deferred consideration
• earn-out
• vendor loan

Due diligence

• financial, tax, legal and commercial due diligence
• to confirm key acquisition benefits
• to ensure no hidden liabilities
• financial assistance “whitewash”

Structuring

Briefing and working with your chosen advisers with regard to Tax and legal structuring

Post-acquisition integration: key points to consider

• the first 100 days are crucial
• IT/systems integration
• employee issues
• tax planning
• management integration / incentivisation
• change management – culture issues