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Mark Reid sold Cityfone to Rogers for $26M in 2010. He lives in Vancouver and just bought land on Salt Spring and some sheep while planning for his next business. (Laura Leyshon/Laura Leyshon for the Globe and)
Mark Reid sold Cityfone to Rogers for $26M in 2010. He lives in Vancouver and just bought land on Salt Spring and some sheep while planning for his next business. (Laura Leyshon/Laura Leyshon for the Globe and)

Mergers & acquisitions

Cashing out? Get the best price Add to ...

Mark Reid had started and flipped several companies by the time Rogers Communications Inc. came calling for his Vancouver cellphone firm.

The 52-year-old serial entrepreneur had previously brokered the sale of two office supply companies he started from scratch. He knew the drill. But Mr. Reid also knew when to call in the pros.

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“If you don’t, you’ll either sell your business for a whole lot less than you could, or you won’t sell it at all,” says Mr. Reid, founder of Cityfone Telecommunications Inc., which Rogers bought last year for $26-million. The telecom giant bought Cityfone to acquire its subscribers.

Mr. Reid had started the company in 1999 and expected to spend five years building it before even considering an exit. Instead it took 12 years – and nine months to sell.

Entrepreneurs such as Mr. Reid often know a lot about running their companies yet very little about selling them.

In the business world, where egos reign and top performers tend to be those who can do it all themselves, expert deal-makers say the secret to selling a company at top dollar is knowing when to ask for help.

“Selling a business requires very different skills,” says Doug Irwin, a founder of the Vancouver corporate finance advisory firm Capital West Partners.

“Athletes and movie stars have agents and it’s the same thing,” adds Joseph Calvano, who sold Dollar Giant Ltd., which he had started in 2001, to Nasdaq-traded Dollar Tree Inc. for $62-million in 2010. “It’s your business, so you’re going to take it too personally – it’s good to have someone in the battlefield and you can stay behind the scenes.”

For Saul Klein, the former chief executive officer of Saskatoon-based Point2 Technologies Inc., external advisers not only helped broker a deal, they found potential buyers he’d never heard of. Today Mr. Klein is a senior vice-president at Point2, which was bought last year by Yardi Systems, a U.S. real estate and heavy-equipment industry software maker.

“Some potential buyers want a minority interest, others want just the assets, and then some are big private equity funds,” says Mr. Klein, who was running his own real estate software firm in San Diego in 2007 when the five Saskatchewan owners of Point2 recruited him to be CEO. “I don’t have coffee with any of these people – I have no idea where to find them.”

Typically, business brokers will first help a company create a confidential memorandum that describes its operations. This can then be distributed to potential buyers. Then brokers help the CEO prepare a pitch and schedule appointments with interested parties. Finally, they work with the company to negotiate terms and determine a strategy for releasing the news, both externally and internally.

“What I realized is that while you might be all you need to run your business, you are not all you need to sell it,” Mr. Klein says.

HOW TO GREASE A DEAL, MAXIMIZE YOUR PRICE



Be ready: From the beginning, run your business as if the intensive due diligence process – in which lawyers and accountants pore over every contract and cheque in the building – could begin tomorrow.

“You have to have the systems in place, have all financial information accurate, so that anyone from the outside could come in and immediately understand it,” says Dollar Giant's Joseph Calvano. “Entrepreneurs do things on the fly, but remember at some point you will have a banker or an investor looking at the books.”

In other words, “You have to run your business like a business every day,” he says.

Say little: One of the biggest challenges for Saul Klein during the sale of Point2 Technologies was deciding whom to tell, and when. “You have to let some [people]in – but it's not a done deal until it closes,” he says. “If you don't sell it then you still have a business to run. It's a fine balance.”

During the sale of Cityfone Telecommunications, founder Mark Reid looped in senior operations people who had to work with the business adviser to compile the descriptive memorandums. “But you can't have the front line know about this until you know there's a sale,” he says. “It would create anxiety and stress and could even devalue the company.”

Stay paranoid: Don't send too much information to a potential buyer.

Capital West's Doug Irwin suggests putting up a “speed bump” by insisting that interested parties sign a non-disclosure agreement before handing over key information.

“Even then, save the really important information until you have a written indication of interest from a buyer,” he says. “It is good to be a little paranoid and assume they are just sniffing around.”

Leave on top: There is, in fact, a right and wrong time to sell a business. Says Mr. Reid: “You want to leave the casino at the right time.”

If an entrepreneur's goal is to start a business with the sole purpose of selling it quickly for a cash windfall, don't bother. “Spend your time trying to build your business, not trying to sell it,” Mr. Reid notes. “They call it sweat equity for a reason. You have to put in the hard years.”

Mr. Klein agrees. His rule of thumb? Concentrate on growing your business until you a reach the point where further expansion requires a cash injection.

PREP TIME

Here's what to do before buyers come knocking. These steps cost money but will pay off when the company's value is determined.

Scout the market: Understand who would want to buy your company, and why.

Do audits: Secure audited financial statements.

Do forecasts: Prepare a financial forecast of the business and update it every year.

Pick your lawyers: Know which lawyers you'll use, and make sure they have merger and acquisition experience.

Know your weak points: Know all potential red flags (legal problems, unhappy customers or suppliers) that could come to light once negotiations begin, and prepare responses.

Dot the i's: Keep all contracts updated and organized.

Reach out: Get your name out there through targeted public relations to make sure potential buyers know who you are and can quickly read up on your company.

(Source: Doug Irwin, Capital West Partners)

 

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