What every business owner should know before selling

For many entrepreneurs, receiving an unexpected offer to buy their business feels like validation for years of hard work. But while an acquisition approach can be exciting, it's also the beginning of a complex process that requires careful planning and measured decision-making.
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Despite the challenging economic environment, if we look across our network there are signs that transaction activity is starting to pick up. Private equity firms continue to look for quality businesses, larger companies are pursuing acquisitions to accelerate growth, and well-capitalised investors are actively seeking distressed or undervalued assets.

This means more business owners may find themselves approached by potential buyers, often without having considered what they would do if that day arrived.

The reality is that receiving an approach is not the same as receiving an offer, and receiving an offer is certainly not the same as completing a transaction. The first conversation should never be driven by emotion.

Decide whether you really want to sell

One of the biggest mistakes entrepreneurs make is assuming that because somebody wants to buy their business, they should immediately begin exploring a deal.

Before discussing valuations or due diligence, the owner needs to ask themselves a far more important question: Do I actually want to sell?

Many transactions ultimately collapse because entrepreneurs only realise halfway through the process what selling really means. In many acquisitions, particularly those involving founder-led businesses, buyers expect the owner to remain involved for several years.

Earn-out structures often require founders to continue running the business while portions of the purchase price are only paid if future performance targets are achieved.

Selling your shares does not necessarily mean walking away.

If that future is not one you want, it is better to recognise it early rather than after months of negotiations.

Protect your confidential information

Once a potential buyer expresses interest, there is often pressure to begin sharing financial information, customer data and operational details.

While due diligence is an essential part of any acquisition, entrepreneurs should be careful not to open the doors to their business too quickly.

Sophisticated buyers understand exactly what information they need. Entrepreneurs, particularly those navigating a transaction for the first time, may not appreciate the commercial value of what they are disclosing.

Confidential information should only be shared under appropriate confidentiality agreements, through structured information requests and with experienced advisers helping to manage the process.

A buyer who ultimately decides not to proceed should never leave with a detailed blueprint of your business.

Build the right deal team

Running a successful business does not automatically prepare someone to negotiate the sale of one.

Corporate acquirers are often supported by experienced corporate finance professionals, legal advisers and transaction specialists whose job is to identify risks, negotiate terms and justify lower valuations.

Business owners need their own experienced advisers sitting across the table.

A capable CFO is often central to this process, but not every finance leader has transaction experience. Bringing in a fractional CFO or specialist corporate finance adviser can make a significant difference when it comes to valuation, negotiation strategy, financial modelling and responding to buyer requests.

Experienced advice can have a significant impact on the outcome of a transaction.

Manage the human side of the transaction

Selling a business is not only a financial exercise.

Boards, shareholders, minority investors and senior management all need to be considered.

Sometimes there are legacy shareholding structures that should be simplified before a transaction proceeds. Key executives may need to be retained, incentivised or brought into discussions at carefully managed stages.

Poor communication can create uncertainty, damage morale and unnecessarily complicate an already demanding process.

An example of this is your sales manager or sales director getting wind of a transaction that might leave them in an uncertain position. Will they communicate this uncertainty to key clients and take these relationships to a competitor? This could be very damaging to valuations and long-term earn-outs.

Every transaction should have a deliberate communication strategy alongside the financial and legal workstreams.

The process will take longer than you think

Entrepreneurs are often surprised by how much time an acquisition consumes.

Transactions involving businesses valued between roughly R50m and R500m can easily take 18 months or longer from the first discussion to final completion.

During that period there will be negotiations, financial reviews, legal documentation, due diligence, regulatory considerations and ongoing requests for information.

Meanwhile, the business still needs to perform.

One of the biggest risks is that founders become so consumed by the transaction that they lose focus on running the business itself. Ironically, declining performance during negotiations can weaken the valuation the buyer is willing to pay.

A signed deal is not the finish line

Even after commercial terms have been agreed, significant hurdles often remain.

Many acquisitions are subject to funding approvals, investment committee decisions, debt financing or other conditions that sit entirely outside the entrepreneur's control.

Until every condition has been met and the transaction has formally closed, there is always a possibility that the deal may change or even fall away. It is also not uncommon for buyers to return to the negotiating table and argue for a lower valuation before the transaction is finalised.

One example involved a business owner who believed a deal had been finalised, only for the buyer to spend several years trying to secure funding. When the buyer eventually returned with a reduced offer, the business owner was ultimately able to secure the valuation that had originally been agreed after continuing the process with experienced advisers.

That is why experienced advisers encourage business owners to continue operating as though no transaction exists.

Don't let the offer cloud your judgement

Exiting your business can be a game-changer for your personal financial future, but it is also likely to be one of the most significant financial decisions you will ever make.

Receiving an acquisition approach should be viewed as the beginning of a strategic decision, not the conclusion of one.

The businesses that achieve the strongest outcomes are often those that prepare thoroughly, seek the right advice and make decisions based on long-term objectives rather than the excitement of an unexpected offer.

Selling a business may be one of the most important financial decisions an entrepreneur ever makes.

It deserves the same level of preparation that went into building it.

About the author

CEO of The CFO Centre South Africa

 
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