corporate finance roundup 43 The art of letting go


You’ve decided the time is right to sell your business. In many cases a potential buyer will recognise that a portion of the value is linked to you personally and will want to tie you in. Charles Whelan, managing partner at HW Corporate Finance LLP, looks at how this might work and what you should prepare for


Planning a timely exit is a critical part of looking to new horizons for owner-managers. The sale of your business will often bring mixed emotions. Leaving after decades of nurturing a business is no simple matter. You may be ready to close the door behind you and start fresh, be it in retirement or another venture, but it also means coming to terms with letting go.


In an ideal world, owners would often just like to walk away. However, it’s extremely common for buyers to want the owner- manager to stay on for a while in some capacity. Periods of up to two years are not unusual.


What are the personal implications of staying on after a sale? Having been their own boss, people who


founded or have run their own business are often not natural employees, so they should think carefully about how that relationship will work. Those who like to work very flexibly with regard to their hours or location need to consider whether that flexibility can be maintained.


If you do not want to be an employee, a consultancy arrangement – agreeing a number of days a year to be worked as convenient for the outgoing owner – may be more palatable.


What is crucial is to agree upfront the exact details of your involvement after the sale with your preferred buyer – right down to the ’how, when and where’ you will work – to avoid


unreasonable expectations and misunderstandings. Deal structures frequently involve some element of deferred and/or contingent consideration. In these situations, there is the added complexity of ensuring you are comfortable with planned and future changes given that you have a continuing element of capital at risk. Remember, the person you are dealing with at the buyer may change so make sure the arrangement is crystal clear and formalised, rather than relying on a gentlemen’s agreement.


Be mentally prepared for seeing changes to your business as the new owners make their mark – including decisions you might not agree with. Adapting to changes


BCMS advises Civica UK on acquisition of Asidua


Asidua, a specialist provider of integration, software and consultancy services with a telecommunications focus, has been acquired by Civica UK, a wholly-owned subsidiary of Civica Group. International M&A adviser BCMS acted as lead sell side adviser to the vendors.


Headquartered in Kingsclere near Newbury, BCMS has a strong track record of completions in the Computing and IT space. The sale of Asidua


ranks as the award-winning M&A adviser’s 30th successful company sale in the space.


Originally formed through the MBO of a business unit of Fujitsu Telecommunications Europe in 2002, Asidua provides integration, software and consultancy services to corporate clients and to the public sector, as a trusted integration partner to police forces, local and central government.


The acquirer Civica UK is a market leader in specialist systems and business process services. The group applies software, cloud-based services and outsourcing to help customers transform the way they work, supplying more than 2,500 organisations in the UK, Australia, New Zealand, Singapore, Canada and the USA.


Alan Branagh of BCMS Ireland commented: “Tech


Pitmans continues along acquisition trail


Regional legal heavyweight Pitmans LLP has acquired Manchester-based Smithsons Solicitors, bringing Andrew Smithson into the growing fold of the UK’s top-90 law firm.


Smithson set up the practice at Manchester Science Park in 2001. The practice has been best known to clients in the biotech, manufacturing, sport


and leisure, renewable energy, data protection and hospitality sectors. Specialising in company/ commercial work, Smithson also advises clients on collaborative agreements, intellectual property work and licensing agreements.


On joining Pitmans, Smithson commented: “I’m delighted to be joining such an established and successful team. Pitmans


THE BUSINESS MAGAZINE – THAMES VALLEY – DECEMBER14/JANUARY15


is highly regarded by the legal directories across a broad and impressive array of specialisms. I’ll be based in London in order to service my clients there directly from the City base.


I


will continue to live and advise clients in the North West to generate business to support Pitmans’ continued growth.“


Managing partner Christopher


markets are experiencing their highest levels of M&A activity since 2006. The sector is diverse, as are the motives for acquiring in the space.


“Niche companies are very attractive to international acquirers, particularly those with substantial intellectual property, and engaged in value-add activities, such as the platforms and embedded professional services provided by Asidua.”


Avery said: “We’re pleased that someone of Andrew’s extensive skills is joining our dynamic and ever-growing London practice.


“We believe he offers considerable expertise which will be of interest and benefit to our existing clients while opening the door to further enhance and strengthen our offering to the business community. This acquisition highlights our desire to become a leading provider in the sector.“


www.businessmag.co.uk


in these relationships requires mental preparation and a degree of distance on your part.


TOP TIPS


• Prepare your business in advance if you hope to sell it one day, paying particular attention to succession planning to decrease reliance on you as an individual.


• Consider engaging an external adviser early to gain an objective look at your business and give you time to position it for sale.


• When negotiating with potential buyers, agree upfront the terms of any involvement going forward and in clear terms.


• Mentally prepare for changes to the business and to your relationship with staff.


• Cultivate a degree of distance. Details: www.hwcf.co.uk


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