Why Does a Business Fail to Sell?

80% of all businesses fail to sell.  And the main reason is that most business owners do not have the knowledge or experience of the sale process.  

A lack of appropriate information means they are poorly prepared (i.e., not at all) and fall at one of the many stumbling blocks that they experience along the way.  Most business owners only go through the sale process once.  It’s often a very painful experience.  It is emotionally draining and mentally demanding.  The sale process distracts you from the day-to-day running of your business, which hits you hard if you are heavily involved in operations.

Getting through the sale process is just the first step.  If you are involved in an earn-out or deferred consideration deal you need to think about what future success looks like.  Many “mergers” do not add up to greater value.

Failure can happen at two key points in the process.  Failure to get the deal across the line in the first place.  And failure to create value and get the expected return from the deal after the acquisition.  Let’s look briefly at both.

Getting getting across the line

Most business owners only sell one business – their own.  

There are 7 big mistakes inexperienced sellers make:

  1. Taking their eye off the business during the process
  1. Not getting the right advisors involved early enough
  1. Not getting a professional valuation before going to sell
  1. Not being prepared enough for the sale process
  1. Only finding one buyer (or accepting an unsolicited offer at face value) 
  1. Not being fully committed to selling
  1. Not having a post-exit plan (for themselves or their business)

There are some other factors that will see your business fail to sell:

  • Owner involvement (or lack of)
  • Valuation
  • Mis-aligned expectations

Getting the right help at the various stages is key to achieving a successful sale BUT, and it’s a big but, you need to be involved.  Selling your business is not a job to completely delegate to the advisors.  There are times when you wonder why you are paying advisors because you are being bombarded with questions and demands for information.  

Ducking out of the process is not an option and it is made a lot easier if you are prepared.  It is also a lot less stressful and has a higher degree of success.

Leaving it to the advisors leaves a lot of capacity for key elements of the business to be left to interpretation.  What might be common practice to advisors might not be what the seller is expecting and may even be a deal breaker at the 11th hour.  More owner involvement and engagement saves time and money.

When a valuation is based on just numbers, it can often lead to an initial offer in excess of the final negotiated price.  The value of your business is about far more than just the numbers that are presented in your statutory accounts and your forecasts.  Undertaking a pre-due diligence assessment allows you to look at your business through the same lens as a potential acquirer and address the weaknesses inherent in the current structure of the business.  This is likely to avoid price chipping or post-acquisition claw backs or claims.

Often an acquirer is a larger organisation, and they look at expansion as a way of creating value and getting a higher return on their investment.  Are you already working at capacity and cannot grow as fast as the new owner expected?  This causes a misalignment of expectations. 

 If you are tied into an earnout or deferred consideration based on future performance this is going to cause frustration.  It’s the same when integration costs start piling up because there was a poor understanding of the way the two parties work or due to major cultural differences.

The sale process has a lot of moving parts.  Changes in the environment can bring a deal to its knees for reasons outside the buyer and seller’s control.  The global financial crisis and the global pandemic are cases in point.   More than 50% of sales activity never completes.  It’s worth knowing at each stage when to proceed or stop rather than keep going on in the hope that something improves in the process.  

Don’t rely on the sale process completing just because it started – have a Plan B if it falls through.  Most importantly know what you want out of it and know when you are at the point you want to walk away.  This helps you make the right decision for you earlier in the process. 

Success Factors AFTER the sale – culture, systems, capacity

According to a 2016 Harvard Business Review article, (Lewis and McKone, 2016) the failure rate for mergers and acquisitions (M&A) to add value is higher than 60%.  There’s evidence that is a trend that continues today. 

When two companies come together, it can be like planets colliding.  Bringing different cultures, personalities and operating practices together is often a challenge that isn’t considered by either party during the sale and purchase phase.  At a basic level often the first hurdle is different IT systems.  

One example of this was a previous “services” focused client who was acquired by a much larger global “product” focused company.  Different cultures aside, when it came to merging their email systems chaos ensued and resulted in most of the UK staff moving from a single email address to 3 and in some cases 4 addresses.  

Sometimes it’s the simplest of things that causes the most problems.

What’s required is a clear post-acquisition integration strategy.  This is often either completely ignored or only implemented as lip service.  The more transparent and realistic the process is, involving as many stakeholders as possible, the more chance there is of adding value.  

In the BCG 2020 M&A Report, (KengelbachKeienburg, et all),  their survey into alternative deals (i.e. not 100% takeovers) showed many acquirers didn’t have a clear post-acquisition roadmap for creating value or experienced poor governance after the deal.

They list success factors such as early preparation, robust due diligence and clearly defined post-acquisition governance.  Being aware of cultural differences (and similarities) and addressing integration issues are often missed in a traditional approach to deals.  They are key factors in M&A activity that contribute to avoidance of failure yet are often seldom seen in smaller and privately owned business transactions.   

In the Deloitte M&A Trends report, they surveyed reasons for M&A failure to generate the potential value out of a deal, post-acquisition.  It’s clear that internal factors far outweigh the number of external factors.  The biggest risks come from within.

Source: Deloitte M&A Trends report, 2020

Are you ready to leave. your business (no matter when it happens)? Click here to contact Christine by email alternatively you can book a call with the Business Mentor of the Year 2020, author and speaker. Who helps business founders get their businesses exit ready so they can enjoy a happier, richer future.  She saves them THOUSANDS and increases the value of their businesses by MILLIONS.