It should have been a marriage made in heaven.
In this case I was representing the seller, so it was not my place to give M&A etiquette advice to the buyer. So often, I watch buyers and sometimes sellers shoot themselves in the foot when a deal was there on the table that both sides could agree to. I have been personally involved in closing the sale of 56 different businesses over the past 25 years and been party to dozens that did not close, for one reason or another. Often, the buyer and seller had the transaction in their grasp, only to watch it slip away due to ego, self-interest, or just plain misunderstandings. As an intermediary it is my job to guide both the buyer and seller to a place of mutual agreement, and then get it in writing.
That is easier said than done.
The biggest mistake that I see buyers make is thinking that they are somehow superior to the seller because they are buying his/her company, and not the other way around. It’s called hubris. I’m invading your country and I have a bigger army, therefore you should listen to me.
Go tell it to the Spartans, Persia.
My advice to even very large acquirers is to humble themselves, listen carefully to what the seller is saying to them and find a way to meet his or her needs, at a price and terms that you can afford. It is my contention that when you are dealing with even a modestly motivated seller and a financially qualified buyer, that every deal can get done… somehow.
Even when the buyer and seller are seemingly miles apart in their valuation of the company, there are often missed “bridges of opportunity” that will span that chasm and eventually satisfy both parties. One of those bridges of opportunity is discussing the seller’s aspirations after he/she sells the company. Maybe they want to make films, or direct, or do charitable work. The buyer should be sensitive to that and see if they can make that part of the compensation package. The other is looking at the tax consequences of the sale on the seller and finding ways to mitigate the large tax bill they could be facing, perhaps by stretching out payments or reclassifying compensation. Another bridge is looking at the seller’s skills/experience and employing them for years to come – to the benefit of the combined companies. Often overlooked by the buyer is that fact that the largest assets they are acquiring are the knowledge and relationships of the seller.
Even when the buyer and seller like each other and fully agree that a merger/acquisition would be in the best interest of both parties, there are always cross currents that can tear any well intentioned deal to pieces. Deal killer lawyers, voodoo accounting, disgruntled executives/wives/employees, undisclosed liabilities and legal entanglements, and even the health of the key players… can all derail even the best of transactions.
It should also be noted that time kills all deals. If the buyer takes months analyzing the seller's financial statements, cannot seem to figure out the seller's business, and also does not keep in communication with the seller or their agent; then you can probably kiss this one goodbye. Sellers have no patience for wishy-washy buyers.
The definition of Fair Market Value is: A price, based on what a knowledgeable, willing, and unpressured buyer would pay to a knowledgeable, willing, and unpressured seller. When neither is under any compulsion to buy or sell.
If the seller is under no compulsion to sell, then it is the buyer's burden to prove to them that it is in their best interest to do so. If the seller is 66 years old, has no heirs in the business, and has had health issues, then he is under obvious personal compulsions to sell. If the seller is 46, has family in the front office, and is in the prime of health… then his motivation may be… different. That does not mean they do not exist. Every company can be purchased for the right price under the right conditions.
It is incumbent on the suitor to find the tipping point that motivates the seller to act. And it isn’t always money. Often the seller’s company has been constrained for years by its lack of capital, and could benefit from the suitor's greater access to cash. Or access to markets. Perhaps the seller has other goals and aspirations outside of the company that are going unfulfilled because they feel trapped by their commitment to their business/family/employees. Often the seller is simply bored running their small company, day in and day out, and would welcome to chance to play in bigger pastures.
If after fully analyzing the seller's business, considering all the synergies of combining the companies and making the very best offer that one can, the two sides are still far apart... you might want to consider buying less than 100% of the target company. Remember that 51% control gets you just as much as owning 100%. There are dozens of ways to meet the seller's expectations without having to walk away from the deal. Assuming of course that the seller is a reasonable person and actually wants to sell.
While it is true that it almost always comes down to money. Money is never the only issue and even the price paid for the business can take a back seat to the transaction when the buyer and seller sit down and really listens to what each other needs.