M&A

/M&A
M&A2018-10-30T15:51:49+00:00

M&A

Ready to sell your own company?
Seeking to purchase a thriving business?

Devant has supported clients with company sales and purchases since 2010. In this time we’ve done big deals and little ones, complex deals and simple ones, international deals and UK ones.

Our consultants understand what makes a transaction successful and have the experience, resources and expertise to do a great job for you. Ultimately we are committed to getting the best deal for your company.

We work with buyers and sellers and have negotiated on both sides of the transaction. This helps us see every deal from both perspectives – getting you and your counterparty to a great outcome you can both celebrate!

sky's the limit

“Last year, we were approached by a large US company that was interested in buying All In Media (AIM), the company we started in 2007. Devant had been supporting us with contractual advice for several years, so we approached them about helping with the company sale.

The deal was complicated by the size of the buyer and the fact that we were dealing with UK and US lawyers. Devant rose to the challenge and helped guide us through the various complexities to completion of the deal.

Although Devant is a small firm, Tiffany and Janine helped us reach a successful completion, and were available to us at all sorts of odd hours that are sometimes necessary during deal negotiations. We’re now over 6 months into our new life as part of a US corporate group.

We’d wholeheartedly recommend Devant to any business, both for their day to day contract support, helping companies prepare for sale and in conducting the sale itself.”

Chris Gould and Jason Malaure, All In Media Limited

We can help every step of the way.

Guidance to sell your business
We have the professional experience you need (of course!) but we also understand that selling your business is daunting. As one of, if not the, most important deals you will make in your life, you want to know you’re doing the right thing. We can guide and support you, protecting your interests from start to finish.

Build a better business to interest buyers
We know what buyers seek, what will fill them with confidence and what could knock £££ from the sale price. So we help you prepare your business for sale to get the best price and the smoothest, most hassle-free company sale process.

Your business, your ‘baby’
Whilst getting the best price is vital we also understand there is a lot more to selling your business. You’ve created it from scratch, seen it grow and nurtured it from the very start. We take the time to get to know what’s important to you and your business values to find the ‘best fit’.

Business relationships
The effects of selling a business are far-reaching, stressful and emotional at times. Having worked with business owners we appreciate the impact it has on everyone involved and take the stress away as much as we can. We work with business owners to make the transition as smooth as possible, communicating with you every step of the way.

How we work with both sellers and buyers.

Services for buyers/investors

  • Legal due diligence
  • Preparing SPA/investment agreements/other purchase documentation
  • Negotiating the deal and managing through to completion
  • Reviewing disclosures and negotiating warranties and indemnities
  • Preparing and filing Companies House documents

Services for sellers:

  • Pre-Due-Diligence, to get you in good shape for a sale
  • Reviewing and negotiating SPA
  • Preparing, populating and managing the data room
  • Responding to warranties and preparing disclosure letter
  • Helping to manage the shareholder base
  • Negotiating the deal and managing through to completion

Third party services we can arrange and manage:

  • TUPE and HR advice, including preparing and negotiation of DSAs etc
  • Tax advice (legal and financial)
  • Financial due diligence/warranties/disclosures
  • Arranging W&I insurance
  • Property advice

FAQs from Business Sellers and Buyers

business sale questions
Am I getting the best price for this business?
We don’t do valuations, but we can introduce you to several people who can! Essentially, your business is worth what somebody will pay for it, and it will be worth different sums to different people. An independent buyer who’s looking for a business to run as a ‘project’ will generally pay less. The most profitable buyers are usually those for whom your business allows them to leverage their existing assets and generate more value than could be created from your business alone.

How do I deal with all this stuff while running a business and keeping it secret from my staff?
Our role as confidante and coach during this process will help keep you sane. For most business owners, managing a sale or purchase while staying on top of ‘business as usual’ is a huge challenge. We’ll help you create your M&A support team to minimise the impact, but it’s still going to be tough for you. Ideally, you should ensure the business is in a position where you are not personally essential to its day to day operation. If you’re able to leave the everyday management activities to your management team, you’ll find it much easier to focus on this deal without burning out.

How does this process work?
Each deal is different, but there are some key activities that form part of the great majority of M&A deals. We’ll talk you through them at the beginning, so you can be as well prepared as possible.

How long will it take?
We have completed a deal within 8 weeks, where the buyer and seller were absolutely focussed on meeting their deadline. It’s more common for a deal to take 3-6 months. There are various contributors to how long it takes to complete a sale/purchase, which we’ll discuss with you in more detail.

Am I doing this right?
There is no absolute ‘right’ or ‘wrong’ when it comes to M&A, but there are definitely things that will improve or worsen your negotiating position and outcomes! We’ll work with you to ascertain what you want and need to achieve through this deal. Then we can guide you in your negotiations to give you the best chance of achieving that. Sometimes you’ll need to shelve your immediate emotional reactions in pursuit of the greater goal. We’ll coach you through that, to maximise your chances of getting the deal you want.

I love the idea of doing this transaction without having to use a solicitor – but is it legal?
Yes! We have carried out many transactions, both within the UK and with international buyers, and have worked with sales and acquisitions in a variety of sectors. We’ve negotiated successfully with lawyers from large US corporations, City law firms and local solicitors. The only things we can’t do for you are conveyancing on property (in an asset sale), and holding funds – so in our transactions, the buyer usually pays the seller(s) direct.

Have I got a reasonable deal (on the legal terms)?
The legal terms of your company sale or purchase are only one part of the deal as a whole, and need to be assessed together with everything else. We’ll work with you to establish your personal/company risk tolerance and also to determine how ‘real’ the risks in the Share Purchase Agreement (SPA) are. Using this information, we’ll support you in negotiating the best possible deal on the legal terms to meet all of your needs. So, for example, you might be happy accepting a risk that looks dreadful on paper because you know that the actual probability of it crystallising is negligible. Alternatively, you might prefer to trade less money up-front for greater certainty that it’s all yours and you won’t be liable for problems arising post-deal. Our job is to look at the whole picture and get you the deal that delivers against your requirements. And if for any reason we don’t believe this is achievable (if, for example, you’re expecting the other party to take all the risk AND pay you top dollar), we’ll let you know!

How much will this transaction cost me?
Our fees for supporting an M&A transaction could be anywhere between £8,000 and £80,000. They’ll depend on the complexity of the deal, the relationship between buyer and seller, the complexity and sale-readiness of the business being acquired and the risk tolerance of each party, as well as the scope of work you’d like us to address. We can talk this through in more detail, and give you a better idea based on the specifics of your deal. We have a pricing model to suit all deal sizes, including the option of having some of our fee structured as a contingency/success fee to help you manage your risk and cash flow.

Who do I bring into my ‘inner circle’?
There will be some people in your team whose help and support will be essential in completing the transaction. We’ll help you decide whether to bring them into the deal or to create a ‘smokescreen’ project to explain the work you need them to do.

Who do I trust to give me honest, impartial advice?
You can trust Devant. We always act in your best interests, and will tell it like it is, even if that’s uncomfortable for you or for us!

We feel it’s really important that we get on well and reflect the things that matter most to you. Let’s discuss how your values and ours align, to see if we’re the right fit for you.

Interested in a chat about selling or buying a company?

Get in touch. We’ll discuss your initial questions in confidence and see how we can help you get the best outcome for you and your company.

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