Skillful negotiations can make or break M&A transactions. No matter how well things appear to be going, it can all fall apart at the negotiation table. But, skilled negotiators can ensure that both parties get the most out of the transaction and minimize potential pitfalls or risks. For negotiations to end successfully, the buyer and seller must be committed to specific, clear, and productive discussions, not allowing emotions to jeopardize their hard work.
For those new to selling a business as an exit strategy, navigating negotiations can be challenging, and the negotiation table may seem to have potential pitfalls lurking at every turn. The key? If you’re selling your business, be prepared to meet possible challenges and embrace the art of compromise.
Drawing on our years of negotiation experience, we’ve pulled together a roadmap with practical steps to help you get the most out of the deal.
Pre-Negotiation Prep Work
Preparing for negotiations is essential. Use this time to think about the deal, what you want to get out of it, how you see the business continuing after the sale, and getting clear on your position. Some things to think about include:
Establish your non-negotiables: Well before you sit down at the negotiation table, work with your team of M&A advisors to establish the areas that are non-negotiable in a successful deal. The list might include preserving your business’s positive brand image and values, job security for employees, maintaining service levels for customers, and any post-sale involvement consultancy or other role you wish to have.
Research your buyer: Though due diligence is typically the buyer’s job, you should also be well-prepared. Do your homework so you can understand your buyer’s likely concerns, giving you a chance to acknowledge and address them early in the process. Ensure they have a good reputation by talking to previously acquired businesses’ owners. Investigate the integrations’ success and whether the buyer keeps their promises. Above all, make sure the buyer can finance the deal and complete the sale. Otherwise, you can end up wasting a lot of time on a deal that will inevitably fail.
Establish a clear negotiation calendar: Set a viable, realistic timeline for key negotiations and transaction goals. Decide on key discussion topics ahead of time to keep your negotiations, and the transaction they support, on track.
Draw up some ground rules: It’s also wise to draw up some ground rules before you reach an impasse. Then, when there’s a disagreement, you can lean on the guidelines you’ve already agreed on.
Get your staff on your side: It’s taken you years to build your business, and your staff may feel like part of the family. This means there may be a lot at stake. While you can’t discuss confidential details, it’s best to share what you can with your staff as soon as you’re able to help them adjust and support the business through negotiations and sale.
Strategies for Negotiation Game Day
When you finally sit down at the negotiation table, some simple strategies can help you make the most of your time:
Don’t sacrifice anything for nothing. You can’t win every battle, but don’t make concessions for no reason. You should never give something up without getting something in return. Even if it’s a small matter, a this-for-that approach is always best.
Move strategically. Each round of negotiations should move your interests forward—not serve as a dumping ground for emotions or disputes. Reviewing the items you have agreed to gets you on the same page and keeps the negotiations positive.
Know when to walk away. Negotiations that drag on for weeks and go nowhere benefit no one. Don’t waste time. You don’t have to complete the deal simply because you’ve already invested time and energy. This impulse to complete the deal at all costs can catapult you to failure.
Experience and Objectivity Win
M&A negotiations can be intense. Seller and buyer emotions often color the process, causing it to drag on and be less productive than it could otherwise be. You should be prepared for some emotional turmoil, so work hard to maintain your objectivity. An M&A advisor can help keep the negotiations moving forward by focusing on the pros and cons of each negotiated point, looking at the overall deal picture, and acting as. a buffer for emotional reactions. Experience plays a pivotal role in negotiation success, and a skilled M&A advisor is worth their weight in gold. They can keep you focused on the ultimate goal, let you know what’s reasonable and what’s not, and take much of the burden of negotiations off your shoulders.
Preparation for a Successful Transaction
Before the team at NuVescor Group brings a company to market, we work with them to identify synergistic market opportunities. We then take that information and survey the market to find buyers who can take advantage of those opportunities. This meticulous process allows clients to achieve multiples higher than the standard valuation methods suggest. Our process minimizes the risk of bringing a business to market when value expectations cannot be met and enhances the chances of finding the right buyer, ultimately facilitating a successful deal.
This article was originally published on April 24, 2021 and newly updated on December 19, 2023.
The world of manufacturing investment banking tends to focus on everything that comes before the deal: regulatory snafus, final sale price, and the challenges of inertia. But for most companies, success unfolds during the post-merger integration, after the deal is sealed. This success relies on careful planning to ensure the deal realizes its promised value and maximizes time, effort, and talent.
Here are five strategies to ensure that, when the deal closes, you can capitalize on the opportunities and steer clear of potential pitfalls:
Identify and Understand Value Drivers
Start with what creates value for your business. Identify all the ways your business creates value and make a clear plan to succeed on each front. It’s not enough to simply point to potential sources of value. You must have reliable metrics for determining how much these value drivers are worth and how your business intends to drive that value higher. It’s good practice to prepare backup plans and be ready to adapt quickly should market or other factors change.
Know the Importance of Governance Structure
If you’re merging two companies with distinct cultural and operational differences, you’ll need to establish a new governance structure that helps expedite integration and reduces the risk of value dilution. Instead of creating functional teams, try defining cross-functional value-creation groups and focusing on solutions that address multiple functions. Start building your governance structure early in the process. Planning ahead will help ensure a smooth integration of operations and safeguard the value of your business.
Make a Diligence “Clean Room”
During the due diligence phase before closing a deal, having timely access to necessary data is critical. Delays can cause the deal to lose momentum. If you can’t produce the data a buyer needs, they may begin to lose interest. Using a “clean room”, where a neutral third-party vendor or individuals without conflicts of interest share data between the parties, can help you expedite the process. This not only accelerates due diligence but can also help with assessing future synergies and cost savings—a key consideration for integration planning.
Design a Detailed Operating Model for the Value Chain
You must have a deep and complete understanding of both company’s current people, systems, processes, and assets. This is the foundation upon which the team will build the new business, leveraging the respective strengths of each original company. The changes you make to the operating model depend on the type of deal and its goals. A small tuck-in may not require dramatic changes. A transformative deal, by contrast, presents the opportunity to implement sweeping reforms that increase value.
Pay Attention to Company Culture
Culture is an often overlooked element in the deal, and it’s the one that’s most likely to send the deal awry. Shifts in corporate demographics, management style, requirements, benefits, and more can be real challenges for your workforce—which in turn can create serious challenges for the business. The unspoken dynamics—who holds the power, who makes decisions, and how employees are treated—carry immense weight. So, acknowledge these differences openly and find ways to bridge these gaps.
Post-merger success hinges on a seamless integration of two businesses. You’ll need astute planning, foresight, a deep understanding of the two cultures, and the ability to adapt swiftly. Whether you’re in the midst of a merger or contemplating one, NuVescor can help you with integration planning. Contact us to learn more about how we can help you negotiate a successful deal for you and your business.
This blog was originally published in May 2021 and newly updated in November 2023.
5 Tips to Help the Acquirer of Your Manufacturing Business Succeed
As you move toward closing the sale of your business, it can also be a very stressful time for your buyer as the reality of running a new business draws near. Here are five ways you can help your buyer feel more comfortable and transition to ownership successfully.
Hand Over the Right Information
As you approach closing, give the buyer a list of all service providers that are crucial to your business operations. These providers may be able to offer the buyer better terms for business insurance, payroll, banking, employee benefits, or 401Ks because they already have a deep understanding of the business.
Introduce the Staff
Your team trusts you and has been the backbone of your success. Introducing your team to the buyer, gives them the opportunity to ease any concerns and build trust in the new leadership.. Work out a communication plan that fosters positive interactions and allows your team and the buyer to establish a rapport.
Take Ego Out of It
It’s natural to feel attached to the business you’ve nurtured for decades. You may believe no one else can run your company quite as well as you can. You may be right. However, letting go means letting the new owner take the reins without interference.
Resist the urge to micromanage or criticize their decisions. Instead, support the buyer and encourage a positive atmosphere among your team. Encourage stakeholders to direct any questions to the new owners. Your ego has no place in a sale.
Introduce the Customers
Your loyal customer base can be a valuable asset, but you need to make sure that loyalty to the business continues even when you step back. Gradually educate customers about the sale, and be sure to communicate openly about the benefits they can expect. Let them know what’s in it for them.
Use your credibility with customers to foster trust in the new owner, assuring them that you believe in the sale. . By strategically managing this transition, you’ll safeguard the long-term survival of the business you have built.
Share Cultural Knowledge
Each business has its own unique culture. These soft elements of a company can be hard to quantify or describe, but sharing core values, traditions, and practices can help the buyer understand this vital aspect of your business. . Talk openly with the buyer about your company culture—what makes it different, what’s important to stakeholders, and why you believe your company has thrived. Then, encourage the buyer to build on that culture to grow the company further.
At NuVescor, we’ve helped many business owners navigate the exit from their business, and we’ve gleaned these tips from our years of experience. Contact us to learn more about how we can help you secure your financial future and your company’s legacy as you move to your next chapter.
This article was originally published on June 4, 2021 and newly updated on November 15, 2023.
Maximizing M&A Benefits: Strategies and Case Studies for Growth
The most successful M&A transactions are those that enable multiple synergies and drive increased cash flow for each participating business, surpassing what each could have achieved independently.
The Benefits of M&A (Mergers & Acquisitions)
When two companies merge, the resulting entity can experience significant revenue growth in several ways:
Diversification of product or service offering. The merged entity can combine its offerings for a wider range of products or services, potentially upselling to existing customers and reaching new ones.
Cost savings. Eliminating redundant functions or operational inefficiencies leads to reduced expenses.
Expanded geographic reach. Access to new customers and markets due to a larger footprint.
New distribution and marketing channels. Opportunities to tap into new market share.
Enhanced products, services, technology, or branding. Improved offerings that better cater to clients’ needs.
What does that look like in practice? Take a look at two quick case studies that demonstrate how companies can benefit when an M&A deal is handled well:
eBay’s Acquisition of PayPal
By leveraging each other’s customer base, offering complementary services, and enhancing customer convenience, eBay and PayPal created synergies that benefited both companies. PayPal edged out its competitors to become the default company for online payments, and eBay eventually required users to use PayPal for transactions. The result? PayPal increased sales volumes and dominated the market, while eBay benefited from the convenient payment processing option.
National Oilwell and Varco International
National Oilwell was a leading oilfield drilling equipment designer in the early 2000s. In 2005, it acquired 51% of Varco International’s stock. Varco was a leading provider of consumable replacement parts and engineered products. The $2.5 billion deal created the largest oilfield services equipment manufacturer in the U.S.
The acquisition allowed National Oilwell to provide replacement parts and maintenance to its oilfield customers at high margins, securing consistent cash flow. It also expanded National Oilwell’s global reach, provided access to Varco’s valuable intellectual property IP, and reduced competition by consolidating vendors.
Due to the merger, National Oilwell magnified its energy sector presence and has gained significant cross-selling options.
Achieving the Goal
The ultimate goal of any merger is to enhance positioning, reduce competition, realize synergies, and drive growth. For a successful deal, the two businesses must have compatible cultures as well as complementary products and services. The deal also must be viewed through a customer-focused lens to ensure that it aligns with the voice and needs of the customer.
Preparation for a Successful Transaction
Before bringing a company to market, the team at Nuvescor Group works with them to identify suitable buyers who meet the criteria for complementary services and compatible culture and are able to capitalize on the opportunities presented by the deal. This meticulous process often results in a more focused experience and higher valuations for clients.
Contact us to learn more about how we can help guide you through your buying or selling journey.
This article was originally published on March 21, 2018 and newly updated on November 7, 2023.
The Future of the Automation Industry: Is It Time to Buy or Sell?
Access Webinar Video
Download Full Presentation
On-Demand Webinar: The Future of the Automation Industry: Is It Time to Buy or Sell?
The automation industry is at a pivotal moment. Technological advancements, rising labor costs, and an ever-increasing need for productivity and quality are driving unprecedented growth. As the market expands, business owners within this sector face a critical decision: Is now the time to buy or sell?
Join NuVescor for an insightful webinar that explores the current market trends and factors influencing the decision to sell an automation business. Whether you’re approaching retirement, seeking new ventures, or simply curious about the future of the industry, this webinar is tailored for you.
What You Will Learn:
Market Trends: Understand the latest developments in the automation industry and how they impact your business.
Buy or Sell Decision Making: Gain insights into the factors that should guide your decision to buy or sell in the current market landscape.
Expert Perspectives: Hear from others as they share their experiences and insights on navigating the automation market.
NuVescor’s Approach: Learn how NuVescor’s sell-side services can support automation business owners considering a profitable exit while preserving their business legacy.
Randy provides vision, leadership and extensive knowledge to guide NuVescor confidently towards its goals. He first experienced the M&A industry when he decided to purchase a business through a business broker. Later, as he worked closely with an M&A advisory firm to sell that business, Randy saw true value in working to fulfill dreams through successful business ownership transitions.
As he worked at a few firms over the next five years, Randy began developing his own unique process and experienced great success. Randy founded Rua Associates in 2010, and in 2016 he and his wife and business partner, Tami, decided to purchase NuVescor and apply Rua’s successful process to NuVescor’s clients, seeing immediate results.
Randy has a BS in Engineering from Calvin College and an MBA with a concentration in entrepreneurship from the University of Southern California. He is a Certified Business Appraiser through the National Association of Certified Valuators and Analysts, a Certified Exit Planning Advisor through the Exit Planning Institute, and a Certified Advisor for the Value Builder System. In addition, Randy has served as an adjunct professor at Calvin College and Grand Valley State University.
Eric FoggAdam Crandall Chief Revenue Officer at Addtronics Group Connect on LinkedIn
Adam Crandall is an engaging Executive possessing a winning blend of strategy, business development, operations, leadership, client relationship management, negotiation and communications acumen. Crandall has a successful track record building high-performing teams and leading new commercial initiatives.
Previously, Mr. Crandall served in various senior leadership positions at VWR International (now Avantor), Refractron Technologies Corporation, Micro Instrument Corporation, and Dynamic Design Solutions. In his current role as CRO of Addtronics, he continues to build and lead sales, marketing, and applications teams, while also driving revenue growth.
He embraces challenges with enthusiasm and consistently delivers solutions that optimize performance and create long-term value. With a forward-thinking approach and a commitment to excellence, Adam Crandall is a driving force behind Addtronics’ continued success in the ever-evolving landscape of robotic solutions.
Corey Carolla Engineered Solutions Provider, COMI Americas Connect on LinkedIn
Corey is with Comi Americas, where he focuses on identifying and evaluating new growth initiatives, primarily through strategic partnerships, talent development and long-term corporate strategy, to provide their customers with engineered solutions, across industries and sectors. Corey excels in guiding and supporting companies to create, plan, and execute on their journey to the next level, integrating automation and process improvement to directly impact the company’s efficiency, and their bottom line.
Corey brings a unique skill set coupling his Economic, Business and Workforce Development background with his 25+ years of experience in manufacturing. Having held key roles in Economic, Community, Workforce, and Business development, Corey continues to fuel his passion for business startup, and recovery. Corey has assisted in the creation and implementation of business and economic development initiatives at regional, national and international levels, supporting economic vitality globally.
A key to Corey’s success is his keen ability to identify, create and attract solutions for new and evolving industries. In working directly with key business, community, economic development, and education stakeholders, and industry supply chain, Corey plays an integral role in the strategic planning of activities to support expansion and further development, particularly in manufacturing.
Ready to Sell?
Our initial consultation is designed to understand your acquisition criteria, ensuring a tailored approach throughout the selling process. Schedule a meeting with our team below.
Recent Comments