Buyer vs seller? Understanding deal perspectives
BCMS at the Financial Directors Forum, Four Seasons, London, June 2019
In parallel with our own events programme, BCMS staff are often to be found speaking at other third-party events. This year, we were delighted to be invited to run a session at the prestigious Financial Directors’ Forum at the Four Seasons Hotel, Park Lane, London.
This well-established one-day conference is run exclusively for financial professionals and decision-makers. Delegates include staff from some of the biggest companies in the UK and beyond – truly world-straddling brands from food and drink to pharma, retail, telecoms, media and finance. The programme was technical, but wide ranging, covering financial modelling, analytics, FX Risk Management, Finance Business Partnering, and even two interactive chair yoga sessions!
Buyer, seller and advisor in the same room!
The BCMS-run session - ‘Doing the deal: M&A perspectives from both sides of the table’ – was the only panel debate of the day. In something of a first for BCMS, we brought along a former client – Neil Foster, former Commercial Director of geotechnical engineering consultancy CAN – and his acquirer RSK, represented by Group Finance Director Abigail Draper.
I moderated the session, and there was deal-making expertise from my colleague Douglas Edmunds, who advised Neil and his fellow shareholder on the CAN/RSK transaction in 2018. That ‘full-house’ line-up made for a unique conversation, followed by a lively open Q&A session.
Neil, as the seller, was able to articulate how it feels to sell, his motivations, and the personal challenges in his deal. Douglas explored wider themes: how to prepare clients for the sale process, financial due diligence and negotiation and deal structuring. Abigail – whose perspectives clearly resonated with the audience of senior finance professionals, many from publicly listed UK plcs - offered her first-hand analysis. She has extensive transactional experience, no doubt. RSK has completed an astonishing 20 acquisitions in the past two years.
Business sales: not just a numbers game
What was clear (and not just from the fact that buyer and seller had agreed to appear in the same room at the same time!) was how vital the personal relationships between the two parties are in any business sale.
The words “chemistry” and “cultural fit” came up repeatedly. The right price is important, sure, but a great deal is never just about the numbers. Abigail was at pains to point out that the right acquirer will make an effort to engage and communicate clearly not just with business owners, but ultimately with staff in the wider business, to share plans, strategy and vision for the future.
Abigail made another interesting point: RSK as an acquirer never rebrands the companies it acquires. CAN is still CAN, even though Neil has now left the business.
Legacy matters. It’s worth reiterating that beyond your customer list, your expertise, your specialisations, your contracts - the reputation of the business you have built will be a key selling point when the time comes.