Sounds too good to be true?
Sometimes you get an offer that seems irresistible, almost too good to be true….if you don’t just jump in but stop to investigate further you may just find it’s not true! It has been brought to our attention by a client that there are some potential buyers for your business that you really need to think three times about before selling to.
If you are thinking of selling your business, would you accept part cash and part shares (in the entity that will be buying your business)? If you think you wouldn’t think carefully if somebody dangled an 8-10x multiplier of profit to you if you would just walk away. If you think you might sell then please read on.
What due diligence would YOU as the seller do on the buyer? We are all familiar with the buyer wanting lots and lots of information from you the seller, but what do you ask for in return?
If, for example, your clinic was worth $1m and you took 60% as cash and 40% as shares, then what would happen if the buyer went insolvent? Well the good news is that you’d keep the 60% cash – $600k – as this is yours and nobody can take it away from you. However what would happen to that $400k tied up in shares in the insolvent company? The most likely answer is you would never see another $ from it!
Remember that if you are not offered 100% cash then you are only really getting paid for part of your business. You may own many shares, but if you have not done a lot of research into the buyer then you may well end up with shares that are worth nothing. This has happened a number of times in the past in other industries and there is no reason it won’t hit the veterinary industry too.
One of our clients informed us that there is a new group out there buying veterinary practices right now that left a number of dentists with very empty pockets and loss of shares when their venture in the dental market went insolvent. They have just re-formed another entity moved onto the next thing – veterinary practices!
Think twice about any great looking deal particularly when all the cash is not upfront. If a buyer making such an offer is asking you to show all your finances and dirty laundry, remember, you are investing as much in their venture as they are in yours! So in these cases you would have to ask them to show you exactly the same information for their business – it’s an “I’ll show you mine if you show me yours” scenario.