How to sell your Company
Michael Schmid
How to sell your
company
How to sell your
friends
How to sell your
legacy
Why?
- Retirement / Moving on
- More cash
- Expanding customers / markets
Types of deals
Bank Investment
- "Just Cash" for Shares
- Limited access to network
- Owners fully involved
Venture Capitalists
- Mostly Cash based
- Need High Return
- Access to Network
- Owners fully involved
Merger & Acquisition (M&A)
- Cash & Share based
- Deals very individual
- Access to customers & network
- Owners involvement tbd
amazee.io Story
amazee.io Story
- Started 2015 from within Amazee Labs
- Part of Amazee Holding
- Self funded through Holding
- Competitors: 100+ employees & VC baked
- Covid forced us to rethink Holding structure
2020
- Realized we need some kind of Cash injection to compete
- Talked to some VCs & Banks
- Decided for M&A
- Start of selection of M&A Advisors
- 3 Advisors in short list
2021
- March 2021:
- Decision on M&A Advisor
- Communication to team
- April-Sept 2021
- M&A understand our business
- Creation of
- Teaser: 1 Page (no company name)
- Information Memorandum: 45 Pages
Information Memorandum (IM)
- 250 possible companies
- 120 short listed & Teaser sent
- ~30 interested, NDA signed, sent IM
- First meetings with M&A Advisor & CEO
Mgmt Meetings & Demos
- Buyer driven
- Meetings with specific people
(no team and customers yet) - Technical Demos
- On-Site Meetings
- Like Selling & Dating
Term Sheet
- Similar to Offer Letter for House
- Price (Shares / Cash)
- Payout Scheme
- Other important parts
- Includes Negotiations
- Exclusivity after that
Due Dilligence
- 200+ Documents
- Contracts (Employee, Clients, Vendors)
- P&L Statements
- Board Meeting Minutes
- Founding Documents
- Legal Disputes
- New Projections
Reverse Due Dilligence
- Very Little
(much higher trust in Buyer than Seller) - Received Yearly Board Update Document
- Mostly should be done already before
Share Purchase Agreement
- 80+ Page Legal Document
- 8 Lawyers, 20+ Assistants
- Buyer US
- Buyer CH
- Seller CH
- Timezones
- Changes last minute
Signing
- Proxy Documents sent around the globe
- Physical exchange of signed Documents
- Wire Transfer
- Communication to Team & special Customers
- Wire arrives
- Press Release
Timeline
Our Deal
- 50% on Closing
- 15% Holdback
- 50% on Goals achievement
- Options for every Employee
- Additional Options for Key Employees
Commitment?
- No contractual obligation to stay
- Leaving: Loss of options but not Deal
- High risk to not reach Goal
- Therefore indirect commitment
Learnings
Learnings
- Have your stuff together before
- Get an M&A Advisor
- Be ready for a wild ride
How to sell your Company
By Michael Schmid
How to sell your Company
- 314