With the ups and downs of global uncertainty in today’s markets finding a buyer can prove difficult. Here Finance Monthly hears from Lord Leigh of Hurley of Cavendish Corporate Finance LLP on his five key tips to ensuring a business gives itself the best chance of attracting an overseas buyer.
The UK continues to be one of the most attractive markets for foreign direct investment (FDI) and inbound M&A activity. According to Ernst & Young’s 2017 ‘European Attractiveness Survey’, the UK was named the second most attractive market for FDI while Lloyds Banking Group’s June Investor Sentiment Index revealed that UK investor sentiment remains at near record levels, with overall sentiment up 3.87% compared to the same period last year.
Both these indicators are positive signals for potential overseas buyers of British companies and a fall in Sterling has also helped to make UK businesses more attractive, though the continued robustness of the UK economy and the performance of the corporate sector also underpin healthy M&A activity. Mergermarket reports that in H1 2017, the UK was responsible for 22% of all European M&A inbound activity, with UK activity totalling £46.6bn and Europe totalling $211.1bn.
Despite this encouraging backdrop, uncertainty, largely surrounding the outcome of Brexit, still persists, so it’s important for British businesses to take all the steps they can to ensure they are as attractive as possible to foreign buyers, who typically pay a premium compared to domestic buyers when acquiring a UK company.
- Understand your buyer
The more aware you are of the foreign buyers’ motive for purchasing your business, the more value you will able to demonstrate to the prospect. There are typically four reasons an overseas buyer would be interested in a UK business: it provides access to the British market, or an entryway into European and international markets, it has attractive tech and intellectual property potential, or the business is able to merge with one of the foreign buyers’ existing businesses to generate cost savings and efficiencies. Identifying a buyers’ intention before engaging in the deal process will significantly increase your chances of selling and achieving maximum value for your company.
- Develop a post-Brexit strategy
Although the UK is currently well positioned for FDI, the EY 2017 Attractiveness Survey reveals that a number of respondents think that, in the medium-term, the UK’s attractiveness as an FDI location will deteriorate, with 31% of respondent investor’s worldwide saying they expect this to be the case in the coming three years, although 32% say they expect it to improve. One can assume that this is potentially due to the uncertainty around Brexit and the UK’s access to the European single market.
To counter this scepticism, it is important for businesses to develop a post-Brexit strategy. For companies who do not export outside Britain, they will need to demonstrate that they have the capabilities to survive and grow solely in the UK market. Companies that do export outside of the UK will need to show that they can continue to easily sell their goods in the EU and have potential international markets they can access if selling in the EU becomes more problematic. A good example is the recent sale of smoked salmon producer John Ross Junior, a company with a Royal Warrant, which we advised. The company proved its international capabilities by highlighting the 30 countries they supply and the opportunity for future growth in other regions, which were key factors in the decision of publicly listed Estonian company, PR Foods, to buy the business.
- Foster key relationships
Foreign buyers want to see a highly connected UK business, and having strong networks is key for sealing contracts and fostering growth. Prospective buyers want to be reassured that the company does not have particular reliance on any one customer and should they purchase the business, there will be high retention rate among customers, employees and suppliers.
- Update your books
The extent of the due diligence that the buyer will undertake depends on the sector, the buyer’s existing knowledge of the target company and the laws of that country. English law states ‘caveat emptor’ or ‘buyer beware’, meaning that the buyer alone is responsible for checking the quality and suitability of the company before a final sale is made. Having updated financial statements and a strong finance team to help respond to the likely multiple queries a potential buyer will have, should ensure a smooth and speedy process when engaging with a prospective buyer.
- Appoint an advisor with specialist expertise
Selecting the right advisor for a sales process is key, especially when an overseas buyer is involved. Compared to domestic M&A, foreign deals demand an understanding of cultural differences, state versus domestic laws, and regulatory approval processes. Engaging an advisor with specialist expertise in your sector, the mid-size market and that has a global reach to find potential acquirers will optimise the sales process and ensure that the deal executed will be the best outcome for your business.