Selling to a Competitor

When you put your business up for sale, you’re bound to attract interest from your competition.

It makes perfect sense. They have a variety of legitimate reasons to be interested in your company. They may be hoping to benefit from your technology, your patents, your employees, your contracts, your existing market share. When they’re on the up-and-up, your competitors absolutely deserve consideration as potential buyers.

However, there’s a risk that they’re not genuinely considering a purchase, but actually using your “for sale” sign as a spying opportunity. We’ve all been “looky-loos” at some time in our lives: popping into a neighborhood open house or test-driving a dream car. However, when your business is the product and the competition wants to metaphorically open the closets and inspect the basement with the building inspections in Melbourne, you need to make sure that they’re seriously considering the purchase, and that you don’t share privileged information with them until the deal is signed.

Worst case scenario: Your hot prospect competitive buyer was only pretending interest, and they succeed in accessing information which makes them an even stronger competitor. Worse yet, if they successfully act on their new intelligence quickly, that might further hinder your ability to sell and command the price your deserve.

However, since part of the diligence and buying process involves the sharing of potentially sensitive data, stonewalling your buyer shouldn’t be your go-to response. Treading carefully is essential. Here are some questions to consider.

Do you even want your competition to know that you are trying to sell?

This question represents the ultimate balancing act. There are plenty of strategic reasons to keep your intention to sell on the down low, especially in regards to your competition. In fact, unless they are good buying candidates, your business is probably better off if they don’t know. Make a list of your competitors and try to understand whether they’d consider buying your business a welcome opportunity. Use your insider knowledge to try to determine what they’d value most about acquiring you, and what they’d value least. Also, consider your existing relationship with them. If you’ve got a courteous relationship of mutual respect, there may be more reason to trust them. If things have been ugly in the past, don’t expect them to get better in the course of acquisition negotiations.

How Can You Assess Whether They’re Legitimately Interested or Simply on a Fishing Expedition?

Consider their track record. If they’ve got a recent history of acquisitions, their interest is more likely to be legitimate. If this is their first apparent foray into acquisitions, they might have darker motives. Similarly, a genuine buyer is likely to have a team or specialist devoted to M&A. If they don’t, that’s another potential red flag.

How Can You Share Enough of the Right Information, Without Putting Your Business at Risk?

Here’s what Barbara Findlay Schenck wrote in Selling Your Business For Dummies:

If you feel a competitor is truly serious, treat it as a hot prospect but proceed carefully. First, be sure to obtain a mutual confidentiality agreement. Then request buyer background information before sharing further information on your business. This information exchange allows you to determine whether the competing individual or business has the capability to purchase your business and it also provides a good test of the competitor’s motivations. A competitor who’s simply fishing for information about your business won’t be interested in sharing confidential personal or business information and that alone will provide the answer to your question about how to rate the validity of the inquiry.

A Competitor Can Be a Great Buyer

Your competition can be a rich source for strong buying candidates. They may be willing to pay top dollar for a strategic acquisition, and the possibility of eliminating competition could be very attractive to them. A competitor may realize they can acquire you and eliminate many of your fixed costs thanks to an economy of scale, which means your business is worth more to them than to a non-competitor. However, the risks are considerable, so we urge caution. Evaluate them carefully and make sure you’re getting good advice from your own resources as you explore the prospect.

Do you have questions about buying a business or selling a business, give us a call?  We’re happy to help! We can be reached at 612.331.8392 or by email at info@oibmn.com.

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