Tuesday, October 29, 2024

The highest offer isn’t always the best

 By Sudarsan Pattabiraman (M&A Advisor) | 510.944.5616 | sudarsan@upclinch.com


Not necessarily! While it might look appealing at first, there’s a lot more to think about:

1. Deal Structure: An all-cash offer might be more attractive than a higher offer with earn-outs or stock components, especially if the payout is stretched over time or tied to performance metrics that are hard to control post-sale.

2. Buyer’s Financial Health: A buyer with questionable finances might struggle to fulfill the terms, even if the offer is high. Assessing the buyer’s stability and ability to close the transaction can help ensure the deal goes through as planned.

3. Cultural Fit and Business Continuity: If the current business has a legacy, loyal customer base, or employee culture that is essential to its success, a buyer with a vision or culture that aligns with the business may offer a smoother transition, even if the financial offer is lower.

4. Liabilities and Assumed Risks: Sometimes buyers include contingencies, such as the seller holding liability for potential future issues. A high offer with significant liabilities left on the seller’s side could be less appealing.

5. Synergies and Strategic Fit: A buyer who brings strategic synergies, industry expertise, or a network can create added value post-acquisition, potentially benefiting existing shareholders or employees.

6. Certainty of Close: A slightly lower offer from a buyer with a reliable track record of closing deals may be better than the highest offer from a buyer with less experience in acquisitions.

A holistic review of the terms, buyer profile, and strategic alignment will help clarify if the highest offer is indeed the best.

Contact Sudarsan for planning and executing your perfect exit / strategic acquisition. Schedule time to unlock the business value and realize it for the benefit of you, your family and your community. Email:sudarsan@upclinch.com   Phone: 510.944.5616

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