Merge or Sell Your Business

Selling a business outright, or merging with another, is a major event that most often occurs just once in a business owner’s entire career. Selecting an experienced, licensed business intermediary (sometimes called a business broker or M&A advisor) is a critical first step to ensure you have a professional on your team leading and managing the process while representing your interests exclusively. There is often a lifetime of commitment at stake, and selling or merging is the time to monetize that to obtain the highest possible price and best terms so you know you did everything possible to obtain the best return for your years of dedication and hard work.

Perhaps you wish to retire, to sell to family members or to your management team, or you just wish to move on to the next phase in your life. At the outset we will discuss with you what your key objectives are for the business transition, and will recommend the appropriate process to achieve those goals. Sometimes selling is the best option, while other times looking for a partner to merge with will create more value for you and help you position the business for the future. Regardless of the reasons or the approach we agree on together, O’Neill Advisors will make this process as easy on you as possible.

O’Neill Advisors Inc. is a licensed business intermediary whose principals have over 15 years experience working with private small and medium sized businesses, from the initial selling or merging planning phases, valuation, through extensive cconfidential marketing, negotiations, detailed due diligence, and final deal closing. Our people have worked in the M&A departments of some of Canada’s largest companies and around the world in professional services firms, and have advised on over 150 business transactions.

Privately owned and family businesses are a special passion for us. Over the next 10-15 years, it is predicted around 60% of these businesses will change hands, either through a transfer of ownership within a family or partnership, by effecting a management buyout, or by an outright sale or merger with a third party. In all cases, as owners you want to ensure you are maximizing your return while limiting potential future liabilities, especially if you are no longer involved in the business.

O’Neill Advisors Inc. specializes in serving small-to-medium-sized privately owned and family businesses, and we trace our roots back to our own family business founded over 35 years ago. To this day we remain family owned allowing us to understand the unique qualities that provide value in family businesses, and this coupled with our deep business intermediary experience will help you obtain the highest price and best terms for your business.

When engaging O’Neill Advisors as your business intermediary you establish a win-win partnership of aligned interests with each of us playing key roles throughout the transaction. Your role will be to continue to focus on running your business to maintain and grow revenue and therefore value. The more value a buyer or partner can measure in your business the more they will be willing to pay.

Our role starts with understanding your objectives then establishing an estimate of the business’ market and strategic values depending on the sale or merger process selected, assisting you to prepare and groom the business, then to professionally package and confidentially market the business to qualified buyers/partners while simultaneously managing the overall transaction across all players from start to finish. There are many interdependent steps, hundreds of time-sensitive tasks, and various players involved along the way. Depending on the type of business you have and your objectives post sale/merger, we will focus on financial, or strategic buyers or partners, or both. O’Neill Advisors leads the way to avoid common traps where value can be destroyed and opportunities missed.

Based on our principals’ experience working on over 150 business sales over the past two decades, O’Neill Advisors has developed a proprietary confidential process to assist owners maximize sale or merger proceeds. This encompasses the following key activities.

1. Prepare Business
a) Collect & review financial statements & business information
b) Recast financial statements to determine Seller’s Discretionary Earnings
c) Prepare Broker’s Opinion of Value
d) Sign Engagement Agreement
e) Groom Business & Educate Sellers As Needed About Process
f) Write Bind Profile
g) Write Confidential Business Review (CBR)

2. Search For Buyers
a) Post & Manage Blind Ads: Business Sites, Social Media Sites, Search Engines
b) Directly Contact Potential Buyers From Our Database & Choose Strategic and/or Financial Buyers
c) Directly Contact Other Business Brokerages
d) Manage Inquiries

3. Navigate Sale/Merger
a) Assess Serious Buyers’/Partners’ Interest
b) Provide Blind Profile & As Appropriate the CBR to Those Buyers
c) Sign Confidentiality Agreements With All Serious Interested Buyers
d) Provide Business Documentation to Those Serious Buyers
e) Manage Business Visitations By Serious Buyers
f) Prepare Asset Purchase Agreement (APA)
g) Negotiate With Interested Serious Buyers & Get APA Signed
h) Work With Seller’s & Buyer’s Attorneys, Accountants & Other Professionals as Needed

4. Remove Contingencies
a) Manage Information Provided To Buyer’s Advisors During Due Diligence
b) Assist Lawyers, Accountants & Other Needed Professionals Address Contingencies

5. Close Sale/Merger
a) Manage Closing Process to Ensure Seller Gets Paid
b) Assist Smooth Transition of Business to Buyer

6. Follow Up
a) Ensure post-closing activities are completed

A critical element of selling or merging your business is keeping the process confidential so your customers, employees and competition only find out when you wish them to find out, and not before. We have found the level of confidentiality maintained during the sale or merger process is directly tied to getting the highest price and best terms for you. So, we take confidentiality very serious.

If customers know you are contemplating a business transaction some will choose an alternative business to patronize. If employees find out too early in the process you may lose key staff. If your competition finds out you are selling or merging they will have a great time using this against you when competing for business. All of these outcomes lead to a situation where buyers/partners may be less interested in your business, therefore lowering the price they are willing to pay.

No-one wants to be involved in a business that is perceived to be on it’s way out, and if the sale or merger process is poorly managed perception may spoil your chances of getting the price and terms your business really should warrant.

O’Neill Advisors manages the entire process in a strictly confidential and professional manner to ensure your business is positioned as strong as possible in the eyes of qualified buyers and partners, and we assist you to appropriately involve and motivate key employees and stakeholders.

Contact us to learn more about O’Neill Advisors’ proprietary Business Sale & Merge Process – BSMP©. Let us demonstrate how we can help you.

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