Can I assess the viability of a selling my company without "putting the company up for sale"?

Yes, definitely. In fact, listing your company with a business broker or engaging an investment bank (and thereby putting out the "for sale" sign) is oftentimes a mistake.

Ameridan helps clients assess the viability of a potential sale in two ways. First, time is spent understanding the company's position in the marketplace, its strengths & weaknesses, its customer base, its financial performance, and other key issues. In many cases, based on Dr. Mulick's knowledge of major acquirer's parameters, he can give clients a pretty good idea of whether the company would be an attractive acquisition candidate and if so, an estimate of the proceeds likely to be received in a sale. If appropriate, he can also assess the viability of other liquidity options such as an ESOP, management buyout, and leveraged recapitalization.

Second, once authorized to do so, Ameridan can discuss the company (on a "no-name" basis) with a few, select potential acquirers. Through confidential discussions with a few candidates, Dr. Mulick can usually get a very good feel for whether further discussions would result in an outcome that would meet his client objectives.

If I decide to engage Ameridan in the sale of my business, how would the process work? How long does it take?

Ameridan would work closely with you and your other professional advisors. The aim is to structure a customized process that maintains confidentiality, is appropriate for your situation, and results in a transaction that meets your objectives. Ameridan would manage the overall process, subject to your written approval at various steps along the way. For an outline of steps in the process see: The Business Sale Process. Although each client engagement is unique, a business sale typically requires 6-9 months.

Why not simply use my attorney and/or accountant?

First, it should be stressed that if you decide to pursue a sale of your company, you definitely will need the services of both your accountant and your attorney. They are key members of the team.

However, even the best attorneys and accountants simply lack the industry specific M&A knowledge, transaction experience and networks that Ameridan brings to the table. Just a few examples: Does your attorney/accountant know the active strategic acquirers in your industry? Do they know which private equity groups would be the best fit? Do they know how recent M&A transactions in your industry were structured and valued? Do they know the key industry-specific drivers of value appropriate for your business? Do they have the time/ability to understand your company's strategic value in the marketplace and communicate it in a way that is meaningful to potential acquirers?

Of course not. It's not their business. These types of questions are best addressed by having a professional on your team who focuses on these issues.

I have some experience in buying companies, so I think I can handle the sale myself. Why can't I just contact the major acquirers, provide some financial information, and negotiate a deal?

Of course you can. You may even get lucky and consummate a great transaction. But your chances are slim. Many business owners who attempt to sell their businesses without a experienced, professional M&A advisor not only fail, but compromise their chances of achieving a successful transaction in the future.

Basically, business owners are simply not in the position, and do not have the ability, to orchestrate a multi-dimensional sale process in a way that leads to a successful transaction. Moreover, most business owners greatly underestimate all the things that have to come together to negotiate a major transaction and are simply unaware of the countless ways to enhance (or diminish) the probability of successfully consummating a transaction with a large, sophisticated public company or private equity group. This is especially true for business owners who have made acquisitions in the past, because they assume that selling their company will be the same as completing an acquisition. It's not.

Who, within my company, needs to be informed of the process?

It depends. If you are very active in the business and you plan on remaining for a year or more after the sale, only you and your accountant need to be involved in the early stages. If you are not actively managing your company, the key manager(s) will need to be brought into the process early on. In most cases, Ameridan recommends that knowledge of a potential transaction be very limited until a definitive agreement is signed. After that, the more communication the better.

What are the most important issues in completing a successful transaction?

The key is to manage the process in a way that (1) has integrity and maintains confidentiality; (2) is cognizant of the strategic objectives of both strategic acquirers and private equity groups while leveraging their participation in an intelligent way; and (3) maintains its focus on the true objectives of the client.

In addition, seemingly small issues like the ones below can also have a tremendous effect on the likelihood of a successful transaction:

• The ways in which company information is managed and presented.
• Which potential acquirers are approached and how they are approached.
• The timing and sequencing of bringing potential acquirers into the process.
• Interpersonal dynamics of the negotiators.
• The quality of owner/management presentations to potential acquirers.
• The orchestration of site visits.
• Preparations made for due-diligence and how the due-diligence process is managed.