22 DOING THE DEAL
Peter Slater, CMAC Jason Sharp, Greenarc Vehicles
Jason is chief finance officer at Greenarc Vehicles. A national supplier of fuel and green energy solutions, Greenarc acquired Lancashire based Key Finance and Leasing (KeyFleet) last year.
We have bought seven businesses over the last 18-24 months. There is a blueprint that we follow but it’s very flexible.
It isn’t a drawn-up ‘one-to-24 stage’ process that you can take somebody through and say, ‘We’re on stage 23. This is what will happen next,’ because it goes backwards and forwards.
You need to think, ‘What are the two businesses going to look like six months after we’ve bought them and integrated them?’ and work back from there, and that will be the integration plan.
That will tell you whether you want to integrate as soon as you buy it or leave it running with the current team for six months and then slowly integrate it. And whether you want to knock the two entities together or run them as separate businesses with a top company above them.
There are lots of different reasons why you might choose one over the other. Does the owner want to retire and leave? In which case, you’d have to put your own people in. Skillsets, size and shape make a big difference.
Selling a business is an emotional rollercoaster. People have spent ten to 20 years building this thing, it is their baby. The people that they’ve employed have worked for them because of their culture and because they wanted to work for an entrepreneur and you’re going to break that in some way.
You’re going to create something different and their workforce is going to join you in a different style of business. So it’s important that you grasp that on day one and tell them about the future and what their future is, because as individuals we all worry.
When it comes to the deal it’s a very emotional process for both sides. If you’re buying a business you’re investing a huge amount of resource, management, time, in deciding to buy that business and getting to the point of doing the deal.
If you’re on the seller’s side it’s typically their first time and they’re trying to run a business at exactly the same time, so it takes a lot of time and effort.
We always say at the beginning of all the deals, this is our price, we’re happy to buy at that. If we spot something that’s big enough to stop us doing the deal then we’ll walk away or you’ll have the option of changing the price, but we’re not going to come in and continually chip you during that process.
Peter is chief executive of Accrington based CMAC. A focused build and buy strategy has played a key role in it becoming a £140m turnover international business.
We have learned a lot of lessons along the road. More latterly we’ve
acquired businesses with good people already running them and our job is to help them accelerate their own plans or enhance what is already there.
There’s no blueprint as such because every business that you’re acquiring is different. A blueprint in terms of how you financially go about doing it, there’s that opportunity, but in terms of how you deal with the people and what you do with the business, I would suggest that each business needs its own bespoke plan.
When we’re looking for acquisitions we’re looking for a business that’s in a location that we’re not particularly strong in or it is diversification to a degree. But it always has some key link back to our core business.
That is something that we learned many years ago from a company where my business partner Steve and I worked. We felt they tried to diversify but went so far away from what they were actually good at that it actually caused more problems.
At the moment we’re looking for businesses that are strong, particularly in Europe, in countries or territories where we are not particularly strong.
The one deal we learned the most from was a business that had as many staff as CMAC at the time. We effectively doubled personnel overnight so the challenges were cultural. How do you integrate people into your business and have to make significant changes to their business, because it was loss-making.
There are occasions when you know that you’re acquiring a business potentially to do the consolidation piece. You’re making some really tough decisions.
Those we’ve done more recently have been more where the owners and directors are staying and we’ve incentivised them. We’ve acquired a stake in the business and we’re supporting them on a journey going forward, and they’re as incentivised as we are now to get it to where we’ve both agreed we think it can get to.
Those people are still the MDs of those businesses. Even though we are 51 per cent shareholders, they run the business and we put the support in to help them.
Oliver Burton, Curly Top
Oliver, founder of Curly Top, is a business scale up and growth expert and former chief executive of a top 200 law firm.
There is a stage where the business has to get ready for sale, so there’s a lot of work that can be done grooming and getting ready for that sale.
That makes the finance job easier, which makes the legal job easier, which means that you’ve spoken to your management, which makes your management due diligence easier.
If you have an adviser next to you getting you ready for sale, it makes the transaction more straightforward and as a result it also makes the integration piece simpler, because you’re not looking backwards then, you’re looking forwards, so that really helps.
The bit I see quite often in a non-exec role is a lot of businesses think, ‘We’ve got to bring everyone into our culture quickly’, where actually it’s a time to ask, ‘Do we need to blow up our culture? Is their culture better?’ Do we need a whole reset and not be really belligerent on, ‘This is how this has to work?’
You have to have a plan and you have to have a communication plan. You need to have those things in place but you have got to self- reflect as well.
It is a chance to reset and to really have a look and not force it too quickly. There is a bit on integration as well, where you can try and foster a great culture, but if your systems aren’t working, your processes aren’t integrating, people are going to start getting really fed up.
And that means that the culture is going to go downhill quickly. So I think people focus on culture too much too quickly. You have just got to make people feel comfortable where they are.
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